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2016-05-03 Agenda with Backiup
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McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-551,Version:1 Agenda Information Sheet DEPARTMENT:Community Development CM/ ACM:John Cabrales Date:May 3, 2016 SUBJECT Receiveareport,holdadiscussionandgivestaffdirectiononafundingrecommendationreportsfromthe CommunityDevelopmentAdvisoryCommittee(CDAC)andtheHumanServicesAdvisoryCommittee (HSAC); and the proposed 2016-17 Action Plan for Housing and Community Development. BACKGROUND Onanannualbasis,theCityofDentonpreparesanactionplanforsubmissiontotheU.S.Departmentof HousingandUrbanDevelopment(HUD).TheactionplanservesastheCity’sapplicationfortheCommunity Development Block Grant (CDBG) and Home Investment Partnerships (HOME) programs. Lastyear,staffdevelopedDenton’s 2015-2019ConsolidatedPlanforHousingandCommunityDevelopment,( ConsolidatedPlan)usingaprocesswithinputfromcitizensandlocalnon-profitorganizations.Thisisafive- yearstrategydetailingproposedhousing,socialservicesandpublicworksprojectsbenefitinglowandmoderate -incomehouseholdsandneighborhoods.Annualactionplansaredevelopedbasedonthestrategiesoutlinedin the ConsolidatedPlan.The 2016-17ActionPlanforHousingandCommunityDevelopment(2016-17Action Plan) represents the second year in the City’s five-year strategy. Publichearingsandmeetingswithneighborhoodgroups,alongwithanonlinesurveyrequestingcitizeninput regardingtheuseofCDBGandHOMEfunds,wereheldinDecember2015.Spanishtranslationwasavailable at both public hearings. Public hearing outreach included the following: 1.Newsletter and fliers sent out to Community Development mailing list which includes service organizations, churches, City departments and individual households; 2.Emails to neighborhood association representatives asking that they forward public hearing information to their members; 3.Emails to local social service agencies and members of the Denton County Homeless Coalition; 4.Posted on the City’s website; 5.Newspaper advertisements. ApplicationavailabilitywasadvertisedfromNovemberthroughDecember2015.CommunityDevelopment staffalsoheldapplicationtrainingworkshopsinDecember.TheCDACandHSACreviewedapplicationsand City of DentonPage 1 of 4Printed on 4/29/2016 powered by Legistar© File #:ID 16-551,Version:1 heldfundinghearingsinFebruaryandMarch2016.Eachcommitteedevelopedasetoffunding recommendationstopresenttoCityCouncil.Staffhasdevelopedthe 2016-17ActionPlan basedonthese recommendations and included Administration activities. Please refer to the 2016-17 Action Plan and minutes of the CDAC and HSAC meetings for additional information.Note: The Action Plan is included as an attachment on item no. 16-522, the Public Hearing on the 2016 Plan. TheCDACwasalsoaskedtoreviewtheDentonAffordableHousingCorporation’s(DAHC)unexpendedfunds frompreviousyears.TheamountofunspentHOMEfundsfrom2013through2015is$253,258.00.Asa result,theCityofDentonisamendingthe 2013and2014ActionPlans toreallocate$98,914inHOMEfunds fromDAHC’sCommunityHousingDevelopmentOrganization(CHDO)activitiestotheCity’sHome ImprovementProgramtoensurethattheHOME24monthcommitmentdeadline,aFederalregulation,ismet. CDACalsorecommendsachangeintheuseofDAHC’s2015HOMEallocationfromasingleroomoccupancy rentalconstructionprojecttotheBolivarRentalProjectthatwillrenovateasix-unitrentalpropertyonBolivar Street.BelowisachartshowingtheCommittee’srecommendationregardingtheuseofthesefunds.The DAHC Board of Directors has also indicated support for the reallocation budget. Program /Project DescriptionAmount DAHC Affordable Housing Opportunity Program$15,344 DAHC Bolivar Six-Plex Rental Rehabilitation$125,000 AHC Operating Cost$14,000 City of Denton Home Improvement Program$98,914 TOTAL$253,258 TheCityofDentonisalsoamendingthe 2015ActionPlan tocompletethefollowing:a)reallocate$10,500in CDBGfundsfromHealthServicesofNorthTexas-FoodProgram.Thisprogramwascanceledandfundswill bereallocatedduringthe2016programyeartotheMinorRepairProgram;b)revisetheprojectdescriptionfor the2015FredMooreDayNurserySchoolImprovementstocompletetheActivityRoomandinstallationof new exterior playground equipment, necessary surfacing and fencing. OPTIONS Directstafftogoforwardwiththe 2016-17ActionPlanforHousingandCommunityDevelopment as presented, including the proposed CDAC and HSAC recommendations. ProvideinputregardingfundingprioritiesandrequestthatCDAC,HSACorbothcommitteesreview and possibly revise recommendations. Directstafftomakespecificrevisionstothe 2016-17ActionPlanforHousingandCommunity Development. RECOMMENDATION Staff recommends approval of the proposed 2016-17 Action Plan for Housing and Community Development. City of DentonPage 2 of 4Printed on 4/29/2016 powered by Legistar© File #:ID 16-551,Version:1 ESTIMATED SCHEDULE OF PROJECT Public comment periodApril 25 - May 24, 2016 Public HearingMay 3, 2016 CDAC & HSAC presentation to City CouncilMay 3, 2016 Action Plan approvalJune 7, 2016 Submission of Action Plan to HUDJune 15, 2016 HUD release of funds & program initiationAugust 1, 2016 PRIOR ACTION/REVIEW (Council, Boards, Commissions) TheCDACreviewedrequestsforhousing,non-profitfacilityandinfrastructureimprovements.CDAC recommended $968,942 in CDBG and HOMEfunding be allocated to various projects and programs. TheHSACreviewedrequestsforsocialservicesprogramfunding.HSACdevelopedrecommendationsforuse ofbothCDBGfundsandCitygeneralfunddollars.Thoughthelistofgeneralfundrecommendationsis includedintheActionPlan,theapprovalofthePlan doesnot includeapprovalofthoserecommendations. Generalfundrecommendationswillbeconsideredduringthenormalbudgetingcycle.HSACrecommended awards of $131,945 in CDBG funding to various social service programs. FISCAL INFORMATION Allprojectsandprogramsapprovedunderthe 2016-17ActionPlan arefundedthroughCDBG,HOMEand programincomefromtheuseofthesefunds.Nogeneralfunddollarsareincludedintheproposed 2016-17 Action Plan activities. General funds are budgeted for a portion of the program administration costs. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Safe, Liveable & Family-Friendly Community Related Goal:4.2 Seek clean and healthy neighborhoods in Denton EXHIBITS 1.2016-17 Human Services Advisory Committee Recommendations for Funding City of DentonPage 3 of 4Printed on 4/29/2016 powered by Legistar© File #:ID 16-551,Version:1 2.Community Development Advisory Committee 2016-17 Funding Recommendations for CDBG and HOME Funds Respectfully submitted: Lancine Bentley Community Improvement Services Manager Prepared by: Barbara Ross Community Development Administrator City of DentonPage 4 of 4Printed on 4/29/2016 powered by Legistar© Exhibit1 2016-17 Human Services Advisory Committee Recommendations for Funding FINAL by SOURCE 2016-17 2012-132013-142014-152015-16General Recommendation CDBG Request ORGANIZATION AwardAwardAwardAwardFund Not Previously Not Previously Not Previously Boys and Girls Clubs of North Texas 6,800 116,163 6,200 $6,200 FundedFundedFunded Court Appointed Special Advocates (CASA)10,00015,00012,00015,000 220,000 20,000 $20,000 City of Denton - Parks and Recreation 15,00020,00025,00025,000 350,005 27,000 $27,000 Communities in Schools 8,00010,00011,00016,350 424,000 20,000 $20,000 Denton Christian Preschool 22,50025,00026,00026,000 526,000 26,000 $26,000 Denton City County Day School 31,52032,00034,00034,000 640,000 36,000 $36,000 Denton Community Health Clinic (1) Not Previously Not Previously Not Previously 17,000 730,000 18,250 $18,250 FundedFundedFunded Case Management Denton Community Health Clinic (2) Not Previously Not Previously 7,50012,000 87,000 7,000 $7,000 FundedFunded Diabetic Eye Exam Services Denton Community Health Clinic (3) Not Previously Not Previously Not Previously Not Previously 910,000 $0 FundedFundedFundedFunded Prosumers Peer Group Denton County Friends of the Family (1)25,00025,00025,00030,000 1030,000 30,000 $30,000 Denton County Friends of the Family (2)Not Previously Not Previously Not Previously Not Previously 115,000 5,000 $5,000 FundedFundedFundedFunded Food Not Previously Not Previously Denton County MHMR Center 9,00022,350 1239,520 22,000 $22,000 FundedFunded Fred Moore Nursery School, Inc.35,00040,00045,00045,000 1363,387 48,000 $48,000 Giving Hope (1) 18,00018,00018,00017,500 1418,000 9,000 $9,000 HMIS Giving Hope (2) 24,00025,50025,50027,300 1535,000 28,000 $28,000 Transitional Housing Health Services of North Texas (1) 19,00017,00018,00018,800 1750,000 25,000 $25,000 Medical Health Services of North Texas (2) 26,51927,00032,0009,000 166,180 6,180 $6,180 Prescription Assistance Program** Not Previously Not Previously Interfaith 3,8005,000 1810,000 5,000 $5,000 FundedFunded Not Previously Not Previously Not Previously Not Previously Monsignor King Homeless Center 199,000 5,000 $5,000 FundedFundedFundedFunded Not Previously Not Previously Not Previously Not Previously 20 Opening Doors International 20,000 7,500 $7,500 FundedFundedFundedFunded RSVP: Serving Denton County (1) 10,00010,50011,00011,800 2112,500 12,000 $12,000 Volunteers RSVP: Serving Denton County (2) Not Previously Not Previously Not Previously Not Previously 2213,000 6,500 $6,500 FundedFundedFundedFunded VISTA Salvation Army of Denton 20,00020,00020,00020,000 2320,000 20,000 $20,000 Special Programs for Aging Needs 21,00020,00020,01920,263 2425,000 3,37018,945 $22,315 297,119317,000347,319377,663579,755411,945280,000131,945 Total **Previously combined with other programs (Food and PAP) FUND 2012-132013-142014-152015-16 2016-17* $170,000$189,881$220,000$250,000$280,000 General Fund C.D.B.G.$127,119$127,119$127,319$127,663$131,945 Total$297,119$317,000$347,319$377,663$411,945 v: 04/18/16* Estimate City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-588,Version:1 Agenda Information Sheet DEPARTMENT:City Manager’s Office CM/ ACM:Bryan Langley Date:May 3, 2016 SUBJECT Receive a report, hold a discussion, and give staff direction regarding organizational programs that aim to increase the efficiency, effectiveness, and productivity of City of Denton operations. BACKGROUND Inanefforttoimprovethebudgetingprocess,staffhasincludedseveraladditionalworksessiondiscussions overthepastfewmonthswiththeCityCounciltodiscussvariousissuesinmoredepth.Therefore,aspartof thisprocess,staffwantedtodiscusssomeoftheworkforceimprovementprogramsthathavebeencreatedinthe City.Collectively,theseprogramsencouragecreativethinking,improveefficiencyandproductivity,engage employees in continuous quality improvement, and improve customer service. The City of Denton has created the following three separate process and workforce improvement programs: Lean Government Innovation Program Leadership Excellence and Enhancement Program (LEEP) Below is a brief explanation of each program. Lean Government Denton'sLeanJourneyappliesmethodologiesproveninmanufacturing,healthcare,andserviceindustriesto removeredundantandinefficientprocessesandenhanceskillstoprovideoutstandingcustomerservice.This programempowersemployeestofindsolutions,developprograms,andenhanceprocessesthatresultinservice improvements and cost savings. TheCityofDentonisexperiencingtremendousgrowth.Dentonisontracktohavea65percentincreasein populationtoover200,000by2030.Thisgrowthwillplacegreatdemandsontheentiremunicipal organization,fromutilitiestopublicsafety,recreationandleisuretogeneralgovernmentservices.Tomeetthis demand,theCityintendstohavecontrolledgrowthinourcapabilitiesbyinnovatingandreinventingourselves ratherthanjustaddingequipment,staff,andlayersofbureaucracy.ByapplyingLeanmethodologies, employees are encouraged to eliminate inefficient processes and enhance customer service. City of DentonPage 1 of 3Printed on 4/29/2016 powered by Legistar© File #:ID 16-588,Version:1 TheCityinitiatedtheLeanprogramin2014andprovidedtraininginLeanmethodologytoexecutivestaffand selectmid-levelmanagerswhowouldserveasLeancoachesthroughouttheorganization.Todate,theCityhas usedthesetoolstoimproveprocessesinseveraloperationalareas,includingutilitybilling,accountspayable, procurement,hiringprocesses,andengineeringdevelopmentreview.Theseimprovementshaveresultedina savings to the City of over $600,000 in both hard and soft costs and 7,300 hours of staff time. Innovation Program TheCityofDentonEmployeeInnovationProgramwaslaunchedin2014toofferincentivesandrecognitionto encouragestafftosuggestimprovementswhichcanhaveameaningfulimpactonimprovingaprogram, service, and/or process in order to create new value for the community. Theprogramincludesanonlineforumwhereemployeescansubmitideasandcollaboratewithcolleaguesto discussanddevelopinnovationstoimprovecityoperations.Inthefirstyearoftheprogram,46ideaswere submittedand170employeeshaveparticipated.Fiveideaswereimplemented:adependentcaresolutionto improveemployeeretention;anonlineemployeeforum;acallqueuenotificationsolutiontoprovidebetter customerservice;"one-login"softwaretoeliminatetheneedformultiplepasswordstothemanydifferentcity technology systems; and alternative methods to reduce the cost of underutilized vehicles in the City. Inthesecondyearoftheprogram,morethan60ideashavebeensubmittedandover235employeeshave participated,a39%increasefromtheprioryear.Severaloftheseideasareunderconsiderationincluding developingabusinesscomingsoontothecommunitymap,recognizingoutstandingemployees,andcreatingan applicationtosendnotificationstocitizensandemployees.Theimplementationoftheseideaswillprovide substantial benefits to the City in the future. Leadership Excellence and Enhancement Program (LEEP) In2014,theCitypartneredwiththeUniversityofNorthTexastoestablishanemployeeleadership developmentprogramcalledtheLeadershipExcellenceandEnhancementProgram(LEEP).Thepurposeof thisprogramistwo-fold:toprovideaformalprogramfordevelopingleadershipandmanagementcompetencies inemployeesandtoprovideaprojecttaskgrouptoexaminespecificissuesfacingtheCityandconsider alternativeandinnovativewaystosolvechallenges.Theprogramisa12to18-monthcommitmentincluding approximately 104 hours of classroom training and covering the following thirteen competencies: tƩƚƆĻĭƷ ağƓğŭĻƒĻƓƷ Strategic Thinking Presentation Skills Leadership Customer Service Ethics and Trust Managerial and Personal Success Skills City of DentonPage 2 of 3Printed on 4/29/2016 powered by Legistar© File #:ID 16-588,Version:1 Implementing Organizational Change Personal Financial Planning and Management Innovation and Creative Thinking Delegation and Time Management Decision Making Conflict Resolution and Negotiation Participantsalsoworkinteamsonprojectsthatbenefitthecity.Intheinauguralprogram,teamsfocusedon projectsthatimproved1)right-of-waymaintenanceinthecityand2)performancemanagementandsuccession planningintheorganization.ThesecondLEEPclassisdevelopingrecommendationsforacity-supported employeevolunteerprogramandacentralizedrecordsarchivingsolution.Theprojectteamsexpecttopresent their recommendations to the City Council in late fall or the early spring of 2017. ThepurposeofthisitemistobrieflydescribeeachoftheseprogramstotheCityCouncil.Theattached PowerPointpresentationwillbeusedtofacilitatethisdiscussion.Additionally,Ihaveattachedacopyofan articleIrecentlywrotefortheTML TexasTown&City magazinewhichexplainstheseprogramsinmore detail. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Organizational Excellence Related Goal:1.2 Develop a high-performance work force EXHIBITS Exhibit 1 - TML Texas Town & City Article Exhibit 2 - PowerPoint Presentation Respectfully submitted: Bryan Langley Assistant City Manager City of DentonPage 3 of 3Printed on 4/29/2016 powered by Legistar© EMPLOYEE ENGAGEMENT DRIVES INNOVATION AT THE CITY OF DENTON By Bryan Langley Assistant City Manager, City of Denton Every great organization wants to encourage employees to population to more than 200,000 by 2030. This growth will foster a sense of innovation and creativity in the workplace. place great demands on the entire municipal organization After all, employees are the core of everything we do in including our city-owned utilities, public safety operations, local government, and our staff knows better than any- recreation and leisure activities, and other general govern- one how to improve what they do. So how do we engage ment services. To meet this demand, the city intends to employees to share solutions and have management sup- have controlled growth in our capabilities by innovating and port those efforts? reinventing ourselves rather than just adding equipment, staff, and layers of bureaucracy. In response to this question, the City of Denton created the following process and workforce improvement programs to We implemented a Lean Government management engage our employees and help us tackle various organi- model to ensure that services are provided in the most zational and community challenges: effective and economical way and to minimize or elimi- nate waste. Dentons Lean journey applies methodologies Lean Government proven in manufacturing, health care, and other service industries to remove redundant and inefficient processes Innovation Program and enhance skills to provide outstanding customer ser- vice. This program empowers employees to find solutions, Leadership Excellence and Enhancement develop programs, and enhance processes that result in Program (LEEP) service improvements and cost savings. Further, the pro- gram allows users from different departments to work Collectively, these programs attempt to encourage creative together in finding solutions. These interdepartmental rela- thinking, improve efficiency and productivity, and engage tionships will further integrate our employees so that they employees in continuous quality improvement. As part of can collectively embrace future problem-solving initiatives. this approach, a fundamental objective is to improve cus- tomer service and satisfaction, and outcomes for our citi- zens. Below is a brief explanation of each program. Lean methodologies are a series of techniques such as data analysis, swim lanes, process mapping, and asking probing Lean Government questions to get past the surface level of an issue and determine the root cause of obstacles or delays. The city The City of Denton is experiencing tremendous growth. The initiated the Lean program in 2014 with the assistance of the current population in Denton is approximately 125,000, but Quality and Productivity Improvement Center (QPIC, LLC). the city is on track to experience a 60 percent increase in TEXAS TOWN & CITY 20 MAY 2016 Since strong collaboration is required to successfully develop ideas, we created an online forum where employees can suggest, consider, and discuss potential ideas. As entries are submitted, employees are able to comment in the electronic forum on the strengths and weaknesses of the idea. Additionally, suggestions to improve the idea can also be submitted and considered by other employees. Finally, when the top ideas are determined, employees formally present their program suggestions to the management team for consideration and ask for any additional feedback prior to implementation. During the inaugural Innovation Program, 46 ideas were submitted, and approximately 170 employees participated in the discussion about improving and/or implementing the suggested items. As a result of employee comments and suggestions, some ideas were removed from consideration while others advanced in the process. The following five ideas were implemented as part of the initial phase of the program: 1.A discounted dependent care solution to Training in the methodology was provided to executive improve employee retention staff and select mid-level managers who would serve as Lean coaches throughout the organization. Staff 2.An online employee forum identified several areas that could have a high impact 3.A call queue notification solution to provide on productivity if improved, and conducted week-long better customer service kaizen events with teams of employees to improve the processes. In addition, many smaller, one- to two- day projects have been initiated in several departments. Lean, however, is not just about the projects it is about creating a culture of curiosity in how operations can be improved and embracing these opportunities. To date, the Lean tools have been used to improve pro- cesses in several operational areas including utility bill- ing, accounts payable, procurement, engineering devel- opment review, and planning activities. These improve- ments resulted in a savings to the city of $613,000, in both hard and soft costs, and more than 7,310 hours of staff time. Perhaps more importantly, these process improvements have allowed our staff to focus their time on more value-added activities, which ultimately improve service to our citizens. Innovation Program The City of Denton also launched the Employee Innovation Program in 2014 to encourage employees to submit ideas that could improve city operations. The program offers incentives and recognition to encourage staff to suggest improvements that can have a meaningful impact on improving a program, service, and/or process in order to create new value for the community. TEXAS TOWN & CITY 21 MAY 2016 4.Software to eliminate the need for multiple pass- words to the various city technology systems 5.Alternative methods to reduce the cost of underutilized city vehicles The implementation of these ideas will provide substan- tial benefits to the organization in the future. The second round of the Innovation Program began in late 2015. To date, more than 60 ideas have been submitted and more than 235 employees have participated, which is Managerial and Personal Success Skills a 39 percent increase in participation from the first year. Currently, staff is in the process of examining several pos- Implementing Organizational Change sible ideas for implementation including developing a map of businesses coming soon to the community; processing Personal Financial Planning and Management expense and travel authorizations electronically; recog- Innovation and Creative Thinking nizing outstanding employees; and using a smart phone application to push notifications to employees and citizens. Delegation and Time Management The city expects to make a decision on these topics in the next several weeks, and a third round of the Innovation Decision Making Program is planned to begin at the end of this year. Conflict Resolution and Negotiation Leadership Excellence and Enhancement Program The City of Denton identified the need to create a lead- Participants also work in teams on projects that benefit ership development program to address a number of the city. The purpose of the project is to integrate depart- impending organizational challenges related to employ- ments and create a teamwork atmosphere so that partic- ee retention and succession management. To address ipants can use their skills in solving problems and issues these issues, we created the Leadership Excellence and in the city. In the first LEEP class, participants developed Enhancement Program (LEEP) in 2014, in collaboration with and implemented a program focused on improving the the University of North Texas. The program is designed to aesthetics and image of the city through an enhanced provide a small cross-departmental group of participants right-of-way maintenance initiative. Additionally, a second with the opportunity to focus on select leadership com-team in the LEEP class created a program to improve per- petencies. The purpose of this program is two-fold. First, formance and succession management. These employ- it offers a formal program for developing leadership and ees received input from various departments across the management competencies in employees; and second, organization, and presented their findings and recom- it provides a project task group to examine specific city mendations directly to the city council. issues and consider alternative and innovative ways to solve challenges. The City of Denton began the second LEEP class in late 2015. This class has made substantial progress to develop The program is a 12- to 18-month commitment including a city-supported employee volunteer program for com- approximately 104 hours of classroom training covering the munity organizations and a centralized records archiving following 13 competencies: solution. It is expected that project recommendations will be provided to the city council in early 2017. Project Management In conclusion, the City of Denton has been successful in Strategic Thinking creating three separate employee engagement programs that collectively encourage employees to use creative Presentation Skills thinking to improve our operations. In todays challenging economic environment, local governments frequently Leadership employees to simply do more with less. However, ask to do this effectively, employees must be given the Customer Service tools, opportunities, and support to improve their oper- Ethics and Trust ations. The City of Denton has created this environment by engaging our employees in the Lean, Innovation, and LEEP programs. TEXAS TOWN & CITY 22 MAY 2016 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-541,Version:1 Agenda Information Sheet SUBJECT Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. Discuss, deliberate, and receive information from staff and provide staff with direction pertaining to the potential purchase of a 25.63 acre tract, 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. Consultation with the City’s attorneys regarding legal issues associated with the potential acquisition and condemnation of the real property described above where a public discussion of these legal matters would conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City’s legal position in any administrative proceeding or potential litigation. (Denton Enterprise Airport - West Parallel Runway project: Eagle Farms/Porter - no action item) City of DentonPage 1 of 1Printed on 4/29/2016 powered by Legistar© City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-542,Version:1 Agenda Information Sheet SUBJECT Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. Discuss, deliberate, and receive information from staff and provide staff with direction pertaining to the potential purchase of 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 County, Texas. Consultation with the City’s attorneys regarding legal issues associated with the potential acquisition and condemnation of the real property described above where a public discussion of these legal matters would conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City’s legal position in any administrative proceeding or potential litigation. (Denton Enterprise Airport - West Parallel Runway project: SLF II Cole Properties, LP - no action item) City of DentonPage 1 of 1Printed on 4/29/2016 powered by Legistar© City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-599,Version:1 Agenda Information Sheet SUBJECT Consultation with Attorneys - Under Texas Government Code, Section 551.071. Consultation,discussion,deliberationandreceiptofinformationfromtheCity’sattorneysinvolvinglegal mattersrelatingtotheannexationorextension/renewalofnon-annexationagreementsforeligibleproperties, andtoprovidetheCity’sattorneyswithdirection,whereapublicdiscussionoftheselegalmatterswould clearlyconflictwiththedutyoftheCity’sattorneystotheCityofDentonandtheDentonCityCouncilunder the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. City of DentonPage 1 of 1Printed on 4/29/2016 powered by Legistar© City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-523,Version:1 Agenda Information Sheet SUBJECT Hallie’s Heroes Day City of DentonPage 1 of 1Printed on 4/28/2016 powered by Legistar© City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-569,Version:1 Agenda Information Sheet SUBJECT Bike Month City of DentonPage 1 of 1Printed on 4/28/2016 powered by Legistar© City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-571,Version:1 Agenda Information Sheet SUBJECT Motorcycle Safety and Awareness Month City of DentonPage 1 of 1Printed on 4/28/2016 powered by Legistar© City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-573,Version:1 Agenda Information Sheet SUBJECT National Children’s Mental Health Awareness Day City of DentonPage 1 of 1Printed on 4/28/2016 powered by Legistar© City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-574,Version:1 Agenda Information Sheet SUBJECT Denton County MHMR Connections Fundraising Event City of DentonPage 1 of 1Printed on 4/28/2016 powered by Legistar© City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-582,Version:1 Agenda Information Sheet SUBJECT Building Safety Month City of DentonPage 1 of 1Printed on 4/28/2016 powered by Legistar© City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-583,Version:1 Agenda Information Sheet SUBJECT David Zoltner regarding "Decorum" and Rule of Procedure 2-29 (c)(3)h. City of DentonPage 1 of 1Printed on 4/28/2016 powered by Legistar© City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-590,Version:1 Agenda Information Sheet SUBJECT Isabel Cano regarding sidewalks. City of DentonPage 1 of 1Printed on 4/28/2016 powered by Legistar© City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-536,Version:1 AGENDA INFORMATION SHEET DEPARTMENT:Materials Management ACM:Bryan Langley AGENDA DATE:May 3, 2016 SUBJECT Consideradoptionofanordinanceapprovingtheexpenditureoffundsforasoftwarelicenseupgradeandthree (3)yearsoftwaremaintenanceforcontinuedvendorsupportforCityworkssoftwarefortheWaterand WastewaterAssetWorkOrderSoftwareSystemwhichisavailablefromonlyonesourceandinaccordance withTexasLocalGovernmentCode252.022,suchpurchasesareexemptfromrequirementsofcompetitive bids;providingfortheexpenditureoffundstherefor;andprovidinganeffectivedate(File5194-awardedto Azteca Systems, Inc. in the three (3) year not-to-exceed amount of $180,000). FILE INFORMATION TheCityofDentonWaterDistributionandWastewaterCollectionDepartmentshaveutilizedtheCityworks softwarefortheWaterandWastewaterAssetWorkOrderSoftwareSystemsince2000.TheCityworkssystem isusedonadailybasistomanagewaterandsewerassetsandworkordersforreactiveaswellaspreventive activities, testing and inspections. Thissoftwareagreementwillincludelicensingcoverageforcurrentneedsandallowforongoingexpansion needs.Withthissoftwareagreement,theCitywillreceivenewadd-onssuchasimprovedreal-timereporting, streamlineddatacollectionfromfieldstaff,enhancedmobileapplicationsforIPadandAndroiddevices,and integrationswithotherapplications.Aone-timecostfortheEnterpriseLevelAgreementupgradefortheWater DistributionandWastewaterCollectionDepartmentintheamountof$15,210isalsoincluded.Thisisfor componentssuchasUnlimitedOffice,Field,LGTemplates,Storeroom,EquipmentCheckout,Contracts, CityworksAnalytics,CityworksforExcel,MobileAppsforiOS/Android,Respond,EnterpriseURL,andthe useofallCityworksAPI’swithcommerciallyavailableCityworks-centricapplicationsthatarelicensedand maintained by authorized Cityworks partners and full use of the Work Order Basic API. Theon-goingmaintenancecostforthesoftwarewillbe$53,000annually,aftertheinitialone-timeupgrade cost(Exhibit1).ItisessentialthattheCityofDentonkeepcurrentmaintenancewiththesoftwarevendorin ordertoensureavailabilityofupgrades,softwarefixes,andaccesstoknowledgeandsupportresources.The TechnologyServicesDepartmentcouldnotidentifyanylocalvendorsthatcouldprovidesoftwaremaintenance forthisapplication.Therefore,procuringthismaintenancefromtheabovevendoristhebestvaluefortheCity of Denton. AztecaSystems,Incisthesole-sourcevendorforcontinuedupgrade,supportandmaintenanceofCityworks City of DentonPage 1 of 3Printed on 4/29/2016 powered by Legistar© File #:ID 16-536,Version:1 software(Exhibit1).Section252.022oftheLocalGovernmentCodeprovidesthatprocurementof commoditiesandservicesthatareexemptfromcompetitivebidding,ifover$50,000,shallbeawardedbythe governing body. RECOMMENDATION TechnologyServicesrecommendsawardingtoAztecaSystems,Inc.fortheCityworkssoftwareupgradeand maintenanceinthethree(3)yearnot-to-exceedamountof$180,000.TheCityworksproposalincludesthe softwareupgradeamountof$15,210andthree(3)yearmaintenancecostsintheamountof$159,000foratotal of $174,210. Staff is also recommending a contingency amount of $5,790 for additional licenses. PRINCIPAL PLACE OF BUSINESS Azteca Systems, Inc Sandy, UT ESTIMATED SCHEDULE OF PROJECT This upgrade and maintenance is for the time period beginning April 1, 2016 through October 31, 2019. FISCAL INFORMATION FundingisbudgetedinWateroperatingaccount630200.6504andWasteWateroperatingaccount 640200.6504. Requisition# 128816 has been entered in the Purchasing software system. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Organizational Excellence Related Goal:1.5 Utilize technology to enhance efficiency and productivity EXHIBITS Exhibit 1: Quote Exhibit 2: Sole Source Document Exhibit 3: Ordinance Exhibit 4: Contract Respectfully submitted: Chuck Springer, 349-8260 Director of Finance City of DentonPage 2 of 3Printed on 4/29/2016 powered by Legistar© File #:ID 16-536,Version:1 For information concerning this acquisition, contact: Melissa Kraft at 349-7823. City of DentonPage 3 of 3Printed on 4/29/2016 powered by Legistar© Azteca Systems, Inc. EXHIBIT 1 11075 South State Street, Suite 24 Sandy, UT 84070 Corporate Main 801-523-2751 Corporate Fax 801-523-3734 All quotations are valid for ninety-days (90) from the date above, unless otherwise stated in this quotation form. All prices quoted are in USD, unless specifically provided otherwise, above. These prices and terms are valid only for items purchased for use and delivery within the United States. Unless otherwise referenced, this quotation is for the Cityworks software referenced above only. Pricing for implementation services (installation, configuration, training, etc.), or other software applications is provided separately and upon request. The procurement, installation and administration of the Esri software utilized in conjunction with Cityworks will be the responsibility of the customer. The procurement, installation and administration of the RDBMS utilized in conjunction with Cityworks will be the responsibility of the customer. Currently, Cityworks supports Oracle and SQL Server. The procurement, installation and administration of the infrastructure (hardware and networking) utilized in conjunction with Cityworks will be the responsibility of the customer. Azteca Systems, Inc. EXHIBIT 1 11075 South State Street, Suite 24 Sandy, UT 84070 Corporate Main 801-523-2751 Corporate Fax 801-523-3734 This quotation information is confidential and proprietary and may not be copied or released other than for the express purpose of the current system selection and purchase. This information may not be given to outside parties or used for any other purpose without written consent from Azteca Systems, Inc. Order Process The order process is initiated when Azteca Systems receives either a Purchase Order with invoicing instructions or some form of advance payment. Additional documents will be required including, the Cityworks Software License Agreement, Addendums to the software license agreement, and Cityworks Site Profile to complete your order. The need for these documents may vary by the type of software ordered or generally accepted industry practices. Please consult your Account Representative for assistance. If delivery must be expedited, please notify your Account Representative. To expedite your order, please reference this quotation number. Software Licensing All Azteca Systems software offered in this quotation are commercial off-the-shelf (COTS) software developed at private expense, and is subject to the terms and conditions of the “Cityworks Software License Agreement” and any and all addendums or amendments thereto. A fully executed copy of the Software License Agreement and any addendum(s) is required before delivery and installation. Delivery FOB Sandy, UT 84070, USA. Allow thirty-days (30) from Azteca System’s receipt of the Purchase Order, signed Software License Agreement, Maintenance Addendum, and other documents, as required. Delivery method is by way of download through Azteca Systems, Inc. customer support web portal. Payment Terms Net thirty (30) days. Taxes Prices quoted do not include any applicable state, sales, local, or use taxes unless so stated. In preparing your budget and/or Purchase Order, please allow for any applicable taxes, including, sales, state, local or use taxes as necessary. Azteca Systems reserves the right to collect any applicable sales, use or other taxes tax assessed by or as required by law. Azteca Systems reserves the right to add any applicable tax to the invoice, unless proof with the order is shown that your organization or entity is tax exempt or if it pays any applicable tax directly. _______________________________ Accepted by: _______________________________ Title _____/______/______ Date EXHIBIT 2 Azteca Systems, Inc. 801.523.2751 11075 South State Street | Suite 24fax 801.523.3734 Sandy, UT 84070www.cityworks.com 3/23/2016 City of Denton 215 E. McKinney Street Denton, TX 76201 To Whom It May Concern: Azteca Systems, Inc. provides an Enterprise Public Asset Management software named Cityworks. This platform allows personnel to do work order management, asset management, permitting, and analysis within Esri platform. As with all software applications developed by Azteca Systems, Inc., Azteca Systems owns and maintains the copyright of such software and is the sole source provider for this application within the United States. Therefore, any licensing or maintenance to these programs must be provided by Azteca Systems, Inc. Regards, -Brent Wilson Vice President of Sales About Cityworks EXHIBIT 2 Cityworks | Azteca Systems, Inc. ArcGIS form a Platform for Public Asset Management. There are many nuances to Platform that cross-over to Cloud. For most local government organizations Hybrid (on-premises supplemented by online Cloud) is how they are using online. on. ArcGIS provides resources and services necessary to maintain an inventory of local government assets and to use geography for visualization, analysis and decision support. Cityworks provides resources and services for managing and tracking the work that regulates local government assets. Collectively ArcGIS and Cityworks become a full Public Asset Management system. Cityworks roots - GIS-centric In late December 1995, we set out to design and create a new type of local government work management system designed and created around Esri GIS. We called it a GIS-centric system. We felt it was important to define rules for GIS- centric to guide our development. Our programmers needed to know to what standard they were designing and creating software that w-centric. Are they really? How are we to know unless there is a definition for GIS-centric? Defining GIS-centric makes it meaningful. Cityworks is the original and leading GIS-centric asset management system for local government. Nobody has promoted what it means to be GIS-centric more than Cityworks. Esri technology has changed since 1995 yet GIS-centric continues to distinguish Cityworks. GIS-centric has always meant Esri GIS centric. First, ArcGIS is the authoritative asset database without duplication, syncing or interface. Second, assets are created and modified through the native tools provided by ArcGIS to assure the geodatabase constraints are maintained in order to preserve accuracy. No backdoor updating. --centric software to the geodatabase, not the other way around. Fourth, no constraints are placed on the data schema design of the geodatabase. Fifth, no proprietary claims are made on the geodatabase design. ArcGIS is an open system and is available for use by other software systems. GIS-centric Mindset GIS-centric has become more than rules for software development. During a video shown at The Esri Partner Conference, - WHUD is a long-time Cityworks client. GIS-centric has transcended software development rules to become a mindset of an organization. They acknowledge Esri GIS as their authoritative data and system of record, and a core mission critical enterprise technology. Esri GIS is the most up-to-date and accurate source for information about their assets (water, sewer, streets, lights, signs, trees, permits, licensing, etc.). They want to maximize their investment. For nearly 20 years we have promoted GIS-centric and articulated ArcGIS as an organizations authoritative asset data. Cityworks is thriving software built around the concept of GIS-centric. Over the years, many have questioned our explicitly (and some said foolishly) linking Cityworks to ArcGIS as the authoritative asset data. We never wavered or doubted because we knew organizations like WHUD greatly value their investment in Esri GIS. To supplant it with another system will not be easily accomplished. A great benefit of GIS--GIS--GIS- centric interface approach attempts to manage and maintain two authoritative asset databases and keep them synced and normalized. It is much easier and cleaner to just accept ArcGIS as the authoritative asset data without duplication. The obvious constraint is a GIS-centric system needs Esri GIS resources and services. Cityworks cannot function separate of ArcGIS. An organization with a GIS-centric mindset sees this as strength that saves money, not a limitation. Page 2 EXHIBIT 2 Cityworks | Azteca Systems, Inc. An Idea that keeps giving GIS-centric is an idea that keeps getting better and better. Because of our GIS-centric approach, Cityworks is completely ned seven points for alignment with Esri. We are pleased but not surprised that Cityworks can enthusiastically answer yes to all seven. For Cityworks organization these seven points of alignment have a familiar ring of GIS-centric, especially the first and sixth. Use ArcGIS as the system of record for managing assets and resources. Create and register web maps and layers (useful information products) in portals. Embrace and leverage unique ArcGIS identities for every person accessing the platform. Deliver immediate value by configuring first, and customizing second. Integrate ArcGIS with other systems emphasize bringing data into ArcGIS not just putting maps into other systems. Ensure customer success by kick-starting initial operating capabilities, providing ongoing guidance, and long term support͵ Unique Business Model In 2014, just 4% of our gross revenue came from implementation services. We do enough services to maintain core- competency. Business Partners such as Woolpert, Power, New Edge Services, Timmons, CH2M, and others perform nearly all of the implementation service work for our clients. Cityworks is truly a software company. Cityworks has many development partners offering third-party Multiservice Geoservices applications. A good example is Freeance. They design and create mobile applications that use Esri SDKs and Cityworks APIs. Additional development partners include Sedaru, Latitude, Innovyze, Trimble, and others. Beginning in 2012 Cityworks began the transition from a traditional licensing model to a recurring maintenance revenue model. We completed this transition in 2014. It was a bold move to assure we are competitive going forward. There are approximately 600 local government and utility organizations, and a growing number of airports utilizing Cityworks. In 2014 Cityworks added 67 new clients. Page 3 EXHIBIT 3 ORDINANCE NO. ____________ AN ORDINANCE APPROVING THE EXPENDITURE OF FUNDS FOR A SOFTWARE LICENSE UPGRADE AND THREE (3) YEAR SOFTWARE MAINTENANCE FOR CONTINUED VENDOR SUPPORT FOR CITYWORKS SOFTWARE FOR THE WATER AND WASTEWATER ASSET WORK ORDER SOFTWARE SYSTEM WHICH IS AVAILABLE FROM ONLY ONE SOURCE AND IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE 252.022, SUCH PURCHASES ARE EXEMPT FROM REQUIREMENTS OF COMPETITIVE BIDS; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 5194-AWARDED TO AZTECA SYSTEMS, INC. IN THE THREE (3) YEAR NOT-TO-EXCEED AMOUNT OF $180,000). 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; andneed not be submitted to competitive bids; and WHEREAS, the City Council wishes to procure one or more of the items mentioned in the above paragraph; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following purchase of materials, equipment or supplies, as and the license terms attached are hereby approved: FILE NUMBER VENDOR AMOUNT 5194 Azteca Systems, Inc. 180,000 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 EXHIBIT 3 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. 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 5194 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 BY: ______________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: _________________________________ EXHIBIT 4 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND AZTECA SYSTEMS, INC. (FILE 5194) THIS CONTRACTis made and entered into this date ______________________, by and between AZTECA SYSTEMS, INC. a corporation, whose address is 11075 South State Street, Suite 24, Sandy, UT 84070, 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 Cityworks Quote Number 00001547, 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 (b) City of Denton Standard Terms and Conditions B; (c) Insurance Requirements C (d) Certificate of Interested Parties Electronic Filing (Exhibit "D"); (e) Form CIQ Conflict of Interest Questionnaire (Exhibit "E"); (f) (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 File # 5194 EXHIBIT 4 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR BY: ______________________________________ AUTHORIZED SIGNATURE Date:_____________________________________ Name:____________________________________ Title:_____________________________________ PHONE NUMBER EMAIL ADDRESS TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: GEORGE C. CAMPBELL, CITY MANAGER BY: __________________________________ Date: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: __________________________________ File # 5194 EXHIBIT 4 Exhibit A Special Terms and Conditions Total Contract Amount The contract total for services shall not exceed $180,000. Pricing shall be per Exhibit F attached. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) months. 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 annual list. The price adjustment will be determined annually from the award date. Should the change exceed or decrease a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the published price change. It is the supplier or the Cities responsibility to request a price adjustment annually in writing. If no request is made, then it will be assumed that the bid price will be in effect. The supplier must submit or make available the manufacturers pricing sheet used to calculate the bid proposal, to participate in the escalation/de-escalation clause. File # 5194 EXHIBIT 4 Exhibit C Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings 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 Supplier. No Terms and Conditions contained in statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed -of-way. 1.. The Contractor shall fully and timely provide all 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 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. 6.DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be File # 5194 EXHIBIT 4 shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise state 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 furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8.NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9.PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could 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, ies. 10.WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed File # 5194 EXHIBIT 4 any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and 11.COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, 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, 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 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 address and, if applicable, the tax identification number on the invoice must exactly match the information C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13.PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within invoice being received File # 5194 EXHIBIT 4 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 which is not covered by insurance required to be provided by the Contractor; timespecified 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 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 otherwise negotiated. File # 5194 EXHIBIT 4 15.FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising 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 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 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 File # 5194 EXHIBIT 4 Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19.WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20.WARRANTY TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21.WARRANTY DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and File # 5194 EXHIBIT 4 conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully 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 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 ransferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such 22.WARRANTY SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery 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 File # 5194 EXHIBIT 4 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 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 ten assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25.STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26.DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in 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 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, - judgment interest at the maximum lawful rate. Additionally, in the event of a default by the any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28.TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without c notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available File # 5194 EXHIBIT 4 for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29.FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30.DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31.INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, t 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 File # 5194 EXHIBIT 4 THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN 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. endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. y 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 mpensation 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 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. File # 5194 EXHIBIT 4 If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. notice of erosion of the aggregate limits below occurrence limits for all applicable 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 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 ffer, 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 File # 5194 EXHIBIT 4 portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36.NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting fr and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) 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 the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37.CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) edges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38.OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, File # 5194 EXHIBIT 4 title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made- for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39.PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40.ADVERTISING: The Contractor shall not advertise or publis 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. File # 5194 EXHIBIT 4 42.GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43.PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and subm Interest Questionnaire. 44.INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an 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, 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. File # 5194 EXHIBIT 4 47.MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48.INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49.DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50.JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. File # 5194 EXHIBIT 4 51.INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52.HOLIDAYS: The following holidays are observed by the City: MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approvedby the City Manager of Denton, Texas or his authorized designee. 53.SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54.NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55.EQUAL OPPORTUNITY A.Equal Employment Opportunity: 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: 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 File # 5194 EXHIBIT 4 requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES:Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59.PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent File # 5194 EXHIBIT 4 must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 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 all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the 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 the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right File # 5194 EXHIBIT 4 or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1.Final negotiated contract 2.RFP/Bid documents 3. 4.Purchase order 5.Supplier terms and conditions File # 5194 EXHIBIT 4 Exhibit D INSURANCE REQUIREMENTS AND Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however,Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that File # 5194 EXHIBIT 4 occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: \[X\] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. Coverage B shall include personal injury. Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. \[X\] 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 File # 5194 EXHIBIT 4 and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: any auto, or all owned hired and non-owned autos. \[ \] Workers Compensation Insurance Contractor shall purchase and maintain Workers Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers Compensation Commission (TWCC). \[ \] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. \[ \] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. \[ \] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. \[ \] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all File # 5194 EXHIBIT 4 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 Said coverage may be n the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, 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 oyees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. \[ \] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. File # 5194 EXHIBIT 4 ATTACHMENT 1 \[ \] Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: File # 5194 EXHIBIT 4 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and File # 5194 EXHIBIT 4 b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. Th contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. File # 5194 EXHIBIT 4 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish an original notarized Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Sign and notarize the Form 1295 6. Email the notarized form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics File # 5194 EXHIBIT 4 Exhibit F 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. 1 2 Check this box if you are filing an update to a previously filed questionnaire. th (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7 business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A.Is the localgovernment officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? YesNo B.Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? YesNo C.Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of onepercent or more? YesNo D.Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entityDate File # 5194 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-540,Version:1 Agenda Information Sheet DEPARTMENT:Parks and Recreation CM/ ACM:John Cabrales, Jr. Date:May 3, 2016 SUBJECT ConsideradoptionofanordinanceoftheCityofDenton,authorizingtheexecutionofarealestatesales contract(“contract”)betweentheCityofDenton(“City”),asbuyer,andDWCarmel,LLC(“owner”),as seller,forthepurchaseofa6.394acretract,moreorless,beingsituatedintheGideonWalkerSurvey, Abstractno.1330,locatedinDenton,DentonCounty,Texas,alsoknownasLot1,BlockKK,Villagesof CarmelPhase5Bapendingsubdivisionplat,DentonCountyTexas,andknownlocallyasthe5400block ofEdwardsRoad,Denton,DentonCounty,Texas,andismoreparticularlydescribedinthecontractattached asExhibit“A”,forthepurchasepriceofTwoHundredSeventyEightThousandThreeHundredTwentyFive Dollarsandno/100($278,325.00);authorizingtheexpenditureoffundstherefor;and,providingan effective date. BACKGROUND TheDentonParksandRecreationDepartment,workingwiththedeveloperofVillagesofCarmelPhase5,has identifiedpotentialparklanduseacreageadjacenttotherequiredParkLandDedicationarea.TheproposedLot 1,Blk.KK,VillagesofCarmelPhase5Biscomprisedofthreeareas:a1.2acreparklanddedicationareaas perDevelopmentCoderequirements,a2.4acreuplandhabitatarea-asperDevelopmentReviewCommittee designation,andanadditional2.8acreremaindertract.Complementingtheneighborhoodparkdedicationarea withheavilytreedacreage;acquiringboththeuplandhabitatdesignationareaandtheremaindertractallowthe neighborhood park to encompass a total footprint of 6.4 acres. ApprovalofthesubjectordinanceauthorizesexecutionoftheContractofSaletoacquirethelandrights necessary to complete the acquisition of park land. OPTIONS 1.Approve the proposed Ordinance. 2.Not approve the proposed Ordinance. 3.Table for future consideration. RECOMMENDATIONS Staff recommends approval of the Ordinance. City of DentonPage 1 of 2Printed on 4/29/2016 powered by Legistar© File #:ID 16-540,Version:1 PRIOR ACTION/REVIEW (Council, Boards, Commissions) March 1, 2016 - Executive Work Session, briefed City Council FISCAL INFORMATION Thesubjectneighborhoodparkpropertyacquisitionisbeingfundedwith915funds,beingthosefundsthatarereceivedfrom developers as per Development Code exactions and specifically designated for future purchase of park property. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision.Thefoundationforthe planisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;PublicInfrastructure;EconomicDevelopment;Safe, Livable,andFamily-FriendlyCommunity;andSustainabilityandEnvironmentalStewardship.Whileindividualitemsmaysupport multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Public Infrastructure Related Goal: 2.3 Promote superior utility services and facilities EXHIBITS 1.Location Map 2.Site Map 3.Ordinance (with attachments) Respectfully submitted: Emerson Vorel Director, Parks and Recreation Prepared by: Paul Williamson Real Estate Manager City of DentonPage 2 of 2Printed on 4/29/2016 powered by Legistar© LOCATION MAP CITY OF DENTON " ) 77 288 £ ¤ !( 288 ! ( 2164 " ) 428 380 " ) 77 £ ¤ £ ¤ £ ¤ I35 §¦¨ 426 " ) I35E §¦¨ 77 " ) 377 £¤ fm £ ¤ £ ¤ I35W §¦¨ 288 WILLOWWOOD ! ( Proposed Site I35E §¦¨ " ) I35W §¦¨ 377 £ ¤ ") 2181 ") Sources: Esri, HERE, DeLorme, USGS, Intermap, increment P Corp., NRCAN, Esri Japan, METI, Esri China (Hong Kong), Esri (Thailand), MapmyIndia, © OpenStreetMap contributors, and the GIS User Community The City of Denton has prepared maps for departmental use. These are not official maps of the City of Denton and should not be used for Legend legal, engineering or surveying purposes but rather for reference purposes. These maps are the property of the City of Denton and have been Proposed Site EXHIBIT 1 - made available to the public based on the Public Information Act. The City of Denton makes every effort to produce and publish the most current and LOCATION MAP MajorRoads accurate information possible. No warranties, expressed or implied, are provided for the data µ herein, its use, or its interpretation. Utilization of 09501,9003,800 Date: 4/13/2016 this map indicates understanding and acceptance Denton Parks Feet of this statement. Path: S:\\Water Engineering\\Engr\\Real Estate\\GIS\\ManjulShrestha\\Portrait - B (11 x 17).mxd SITE MAP CITY OF DENTON Remainder 2.8 Acres Upland Habitat 2.4 Acres Park Land Dedication Area 1.2 Acres The City of Denton has prepared maps for departmental use. Legend These are not official maps of the City of Denton and should not be used for legal, engineering or surveying purposes but rather for Centerline reference purposes. These maps are the property of the City of EXHIBIT 2 - Denton and have been made available to the public based on the Public Information Act. The City of Denton makes every effort to Parcels produce and publish the most current and accurate information SITE MAP possible. No warranties, expressed or implied, are provided for the µ data herein, its use, or its interpretation. Utilization of this map Property Boundary 0204080 Feet Date: 4/13/2016 indicates understanding and acceptance of this statement. Path: S:\\Water Engineering\\Engr\\Real Estate\\GIS\\ManjulShrestha\\Portrait - A (8.5 x 11).mxd City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-545,Version:1 Agenda Information Sheet DEPARTMENT:Economic Development/Development Services CM/ ACM:Jon Fortune Date:May 3, 2016 SUBJECT Consider appointment of board members for Tax Increment Financing Zone Number One (Downtown TIF). BACKGROUND OnDecember7,2010,CityCounciladoptedanordinancecreatingtheTaxIncrementFinancingReinvestment Zone Number One (Downtown TIF). OnFebruary1,2011,CityCouncilappointedtheTIFBoardMembers.Boardmembershipisstructuredas follows: Two Members shall be City Council Members Two Members shall be either property owners or residents from within the zone TwoMembersshallbeeitherbusinessownersfromwithinthezoneorChamberofCommercemembers and One Member has no specific category, but must be a qualified voter in the City of Denton. CityCouncilapprovedthreeappointmentsonFebruary16,2016:KevinRoden,VirgilStrange,andMelissa Lenaburg.HankDickensonwasalsoupforreappointment,butwasinadvertentlyleftofftheAIS.Thisitem corrects that oversight by reappointing Dickenson. Proposed Slate TIF Board MemberCategory Mayor Chris WattsCity Council Kevin RodenCity Council Bob MosesProperty Owner Virgil StrangeProperty Owner Marty RiversChamber of Commerce Hank DickensonChamber of Commerce City of DentonPage 1 of 2Printed on 4/29/2016 powered by Legistar© File #:ID 16-545,Version:1 Melissa LenaburgQualified Voter RECOMMENDATION Staff recommends approval. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Economic Development Related Goal:3.4 Encourage development, redevelopment, recruitment, and retention Respectfully submitted: Aimee Bissett Director, Department of Development Services Prepared by: Julie Glover Economic Development Program Administrator City of DentonPage 2 of 2Printed on 4/29/2016 powered by Legistar© City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-546,Version:1 Agenda Information Sheet DEPARTMENT:Economic Development/Development Services CM/ ACM:Jon Fortune Date:May 3, 2016 SUBJECT ConsiderapprovalofaresolutionapprovingtheDowntownTaxIncrementFund(DowntownTIF#1)2015 Annual Report. BACKGROUND OnDecember7,2010,CityCounciladoptedanordinancecreatingtheTaxIncrementFinancingReinvestment ZoneNumberOne(DowntownTIF).AnannualreportisrequiredtobesubmittedtotheCityofDenton, detailingthepreviousyear’sTIFactivities.Staffhasdraftedareport(attached)forconsiderationbythe Council. PRIOR ACTION/REVIEW (Council, Boards, Commissions) The Downtown TIF Board reviewed the 2015 Annual Report on April 1, 2016, and recommends approval (4- 0). STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Economic Development Related Goal:3.4 Encourage development, redevelopment, recruitment, and retention EXHIBITS 1.Resolution 2.2015 Downtown TIF #1 Annual Report Respectfully submitted: City of DentonPage 1 of 2Printed on 4/29/2016 powered by Legistar© File #:ID 16-546,Version:1 Aimee Bissett Director, Department of Development Services Prepared by: Julie Glover Economic Development Program Administrator City of DentonPage 2 of 2Printed on 4/29/2016 powered by Legistar© Tax Increment Financing Reinvestment Zone Number One (Downtown TIF) 2015 Annual Report City of Denton Economic Development Division 215 E. McKinney Street Denton, Texas 76201 940-349-7776 www.dentonedp.com January 1, 2015, to December 31, 2015 Table of Contents Map…3 Mission Statement…4 District Accomplishments…4 Value and Increment Summary…4 Summary of TIF Board meetings…5 Budget and Spending Status…6 2015Work Program...7 2 Reinvestment Zone Number One Downtown Tax Increment Financing District 3 Mission Statement The mission of the Tax Increment Financing Reinvestment Zone Number One (Downtown TIF) is to provide a source of funding for public infrastructure improvements to encourage and accelerate necessary developmentand redevelopment withinthe Downtown TIF District area. The Downtown TIF took effect on January 1, 2011,and will terminate on December 31, 2041,or when the budget of $24.8 millionhas been collected. The City of Denton is the sole participating jurisdiction. The City’s participation is as follows: Years 1-5 100% Years 6-1095% Years 11-2090% Years 21-3085% District Accomplishments During calendar year 2015, $330,030was collectedafter the end of thesupplemental period determined by the City of Denton; no funds were distributed. Value and Increment Summary According to Denton Central Appraisal District (DCAD)supplemental figures, the 2015total appraised valuation of taxable real property in TIRZ Number One was $127.2million. This represents a $10.4million increase from the 2014supplemental value of $116.8million. The annual TIRZ fund contribution of property taxes and interest income for2015is $331,397. Since its inception, thevalue of the TIRZ has increased an estimated $47.8 million, which represents a 60.3% increase in valuation. 4 Summary of TIF Board meetings The Downtown TIF Board meton January 16, 2015. Board Member List andattendance Bob Moses,Property Owner Harold Strong,Qualified Voter of the City of Denton Marty Rivers,Chamber of Commerce Member Virgil Strange,Property Owner Chris Watts,City Council Member Absent: Hank Dickenson, Kevin Roden The Downtown TIF Board met on May 1, 2015 Board Member List and attendance Bob Moses, Property Owner Harold Strong,Qualified Voter of the City of Denton Marty Rivers, Chamber of Commerce Member Virgil Strange, Property Owner Hank Dickenson, Chamber of Commerce member Kevin Roden,City Council Member Absent: Chris Watts During 2015, the TIF Board took the following action on items: Received briefings on: preliminary annual ad valorem value of TIF Number One, East Hickory capitalimprovements, an innovation and technology recruitment initiativefor CoDenton, the City’s LeadershipExcellenceand Enhancement Program (LEEP)and openingsand closings of downtown businesses. 5 Budget and Spending Status The Downtown TIF District has established in its Project and Finance Plans a budget for public improvement expenditures necessary to support private investment in the district. In 2015, $331,397of property taxes and interest income wascollected. In the January 16, 2016, meeting, the Board voted in favor of using Downtown TIF Number One funds fora 380 incentive for a catalyst project located within the TIF District. The Railyard downtown project is located in TIF Number One, Downtown Implementation Plan (DTIP) and Transit Oriented Development (TOD) area. The project involves a Commercial Lease Agreement with the Developer (Rail Yard Partners, LTD)anda Chapter 380 Agreement including revenue from the Downtown TIF Number Onewith the developer. The City has entered into a separate agreement with the Dallas Entrepreneur Center (DEC)to program and manage the project’s co-working space. Rail Yard Partners, LTD. is renovating an existing 28,000 square foot building as a part of a larger transit-oriented catalyst project. They will invest an initial $12 million in the co-working and mixed-use space. The City will lease 9,216 square feet for a collaborative working space. The DEC, which has similar entrepreneur resource centers in Addison and North Dallas, would offer memberships, technical assistance, mentorship and program events to help foster local business growth in Denton. The Agreement involves an annual grant in the amount of $76,000 for five years, for a total incentive of $380,000. It also includes a 50% sales tax rebate on the retail portion of the project, estimated to equate to $25,000 to $35,000 annually. The Commercial Lease Agreement is a five year lease at $9.75 per square foot for year one, with an approximate 3.5% increase in the cost annually thereafter, in addition to operating expenses including the City’s pro rata share of real estate taxes, insurance, common area maintenance, and operating expenses. Dickenson moved to approvemaking a recommendation to City Council regarding using the Downtown TIF Number One funds for a Chapter 380 Incentive Agreement for a catalyst project located within the TIF District by allowing 100 percent abatement of the revenue, maximum of $76,000 per year, generated by the project in the TIF Number One, up to $380,000 cumulative, allowing five to tenyears to receive that reimbursement amount. The motion was seconded by Harold Strong and carried unanimously (5-0). No funds were distributed for this project in 2015. 6 2015Work Program One project was approved for a 380 Incentive Agreement; no funds were expended. The TIF Valuation andinterest contribution into the TIRZ fund are illustrated in the table that follows. Please note that the 2015contribution into the TIRZ fund will change slightly once the November and December interest have been accounted for. Certified and Supplemental TIRZ No. 1 Contribution Summary Annual TIRZCapturedSupplement CertifiedSupplementSupplementContribution Total TIRZ YearValueTIRZ ValueValueto TIRZ FundInterestFund 201079,356,85479,356,854N/AN/AN/A 201181,657,80880,331,050$974,1966,720176,737 201289,605,63593,040,263$13,683,40994,38129794,678 201396,287,950100,452,300$21,095,446145,5061,084146,590 2014114,885,073116,769,435$37,412,581258,0532,821260,874 2015*118,440,576127,204,599$47,847,745330,0301,367331,397 Totals$121,013,377834,6905,586840,276 *Interest for 2015 is earned through 1/31/16 7 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-559,Version:1 Agenda Information Sheet DEPARTMENT:Finance ACM:Bryan Langley Date:May 3, 2016 SUBJECT ConsideradoptionofanordinanceoftheCityofDenton,TexasamendingtheFiscalYear2015-2016Budget andAnnualProgramofServicesoftheCityofDentontoallowforadjustmentstotheTreeMitigationFundof ninetytwothousandeighthundredandfiftydollars($92,850);declaringamunicipalpurpose;providinga severability clause; providing an open meetings clause; and providing for an effective date. BACKGROUND TheTreeMitigationFundwascreatedtoensurethepreservationandexpansionofwoodedpropertywithinthe City,andtoeducatecitizensanddevelopersonthebenefitsandvalueoftrees.TheTreeMitigationFundsmay beusedtopurchase,plant,andmaintaintrees,andtoperformandmaintainaCity-widetreeinventory.Funds mayalsobeusedforprogramsforthepublicpurposeofincreasingthetreecanopywithintheCityofDenton. The current appropriable fund balance as of September 30, 2015 is $2,448,487. Aftercompletingtheproposalprocess,therecommendedproposalof$92,850cameinwellundertheoriginal $150,000amountwehadanticipated.GiventhatthisamountiswithintheapprovalauthorityoftheCity ManagerandtheCityCouncilpreviouslydiscussedthisprojectonApril5,2016,theCityManagerhehas givenhisapprovaltomoveforward.WeareonlybringingthebudgetamendmentforCouncil’sapprovalat rd this May 3 meeting to allow the expenditure of funds. City staff is proposing to amend the City’s FY 2015-16 Budget as follows: IncreasetheTreeMitigationFundbudgetby$92,850foraTreeInventoryandTreeCanopyAnalysisof Denton. This would increase the expenditure budget for this fund from $695,629 to $788,479 for FY 2015-16. RECOMMENDATION Staff recommends adoption of the ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) OnApril5,2016,theCityCouncilreceivedapresentationonaTreeCanopyAnalysisandSampleInventory. Council verbally recommended moving forward with the selection of a proposal through the RFP process. FISCAL INFORMATION ThisordinancewillamendtheFY2015-16BudgetandAnnualProgramofServicestoallowforanincreaseto City of DentonPage 1 of 2Printed on 4/29/2016 powered by Legistar© File #:ID 16-559,Version:1 the Tree Mitigation Fund by $92,850, increasing appropriations from $695,629 to $788,479. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Organizational Excellence Related Goal:1.1 Manage financial resources in a responsible manner EXHIBITS 1.Ordinance Respectfully submitted: Chuck Springer, 349-8260 Director of Finance Prepared by: Nancy Towle Budget Manager City of DentonPage 2 of 2Printed on 4/29/2016 powered by Legistar© Exhibit 1 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-560,Version:1 AGENDA INFORMATION SHEET DEPARTMENT:Materials Management ACM:Bryan Langley AGENDA DATE:May 3, 2016 SUBJECT ConsideradoptionofanordinanceoftheCityofDentonauthorizingtheCityManagerorhisdesigneeto executeacontractthroughtheBuyBoardCooperativePurchasingNetworkfortheacquisitionofadditional securitycamerasforvariousCitydepartmentsandforthemaintenanceofallcamerasinthenetwork;and providinganeffectivedate(File6105-awardedtoSigmaSurveillance,Inc.dbaSTS360,LLC.inthethree(3) year not-to-exceed amount of $961,808.72). FILE INFORMATION Since2006,theCityofDentonutilizesavideosurveillancecamerasystemtosupportdepartmentsin monitoringcameras,reviewingarchivedcamerafootage,andpullingvideoasneeded.Thisvideosurveillance camerasystemassistsindeterringcrime,gatheringevidence,providingsolidsupportforclaims,and monitoringactivities.Currently,thevideosurveillancecamerasystemsupportsapproximately340camerasfor thePoliceDepartment,FireDepartment,MunicipalCourtRoomandMunicipalClerkWindows,Airport, DentonMunicipalElectric,CustomerService,TechnologyServices,FacilitiesManagement,FleetServices, Solid Waste, Libraries, Parks and Recreation Centers, Denton County Courthouse, and City Hall. Theon-goingmaintenancecostforthesystemis$50,000annually.ItisessentialfortheCityofDentonto keepcurrentmaintenancewiththevideosurveillancecamerasystemvendorinordertoensureavailabilityof upgrades,softwarefixes,andaccesstoknowledgeandsupportresources.TheTechnologyServicesdepartment couldnotidentifyanylocalvendorsthatcouldprovidesoftwaremaintenanceforthissolution.Inaddition,the abovevendoralsoprovidesthehighestdiscountavailablethroughtheBuyBoardCooperativePurchasing contract. AcomparisonofvendorpricingisincludedasExhibit1.TheSolidWasteDepartmentCameraProjectwas usedasanexampleforacostcomparisonbetweentwo(2)vendorsprovidingpricingontwo(2)different cooperativepurchasingcontracts-theBuyBoardCooperativePurchasingContractandtheStateofTexas DepartmentofInformationResourcesContract.Basedonthecostcomparison,STS360,LLCprovidesthebest value. VendorSolid Waste Camera Project Equipment Cost STS 360, LLC$7,712.54 City of DentonPage 1 of 3Printed on 4/29/2016 powered by Legistar© File #:ID 16-560,Version:1 Anixter, Inc$7,797.22 TechnologyServiceshascollectedcamerarequirementsforupcomingconstructionprojectsandestimatedthe numberofrepairsthatwillbeneededoverthenexttwoyears.Thesecamerasystemadditionsandrepair estimatesareincludedasExhibit2.Inaddition,newcamerasareaddedtothevideosurveillancecamera system regularly. Replacement of cameras and repairs are made to the system on an as-needed basis. RECOMMENDATION TechnologyServicesrecommendsawardingacontractforthepurchaseofcamerasecurityproducts, maintenance,andrelatedservicestoSigmaSTS360,LLC.inthethree(3)yearnot-to-exceedamountof $961,808.72. PRINCIPAL PLACE OF BUSINESS Sigma Surveillance, Inc. dba STS 360, LLC. Plano, Texas ESTIMATED SCHEDULE OF PROJECT TheBuyBoardContract493-15whichwillbeusedforsecurityproductsandrelatedservicesrelatingtovideo surveillancecamerasystemenhancementswillexpireonOctober1,2019withprovisionsfortwo(2)oneyear renewal options through October 1, 2021. FISCAL INFORMATION FundingformaintenanceisbudgetedinTechnologyServicesoperatingaccounts830400.6504.Thecostfor licenses,newcameras,andinstallationserviceswillbechargedbacktotheusingdepartmentsastheyare purchased and installed. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Safe, Liveable & Family-Friendly Community Related Goal:4.1 Enhance public safety in the community EXHIBITS Exhibit 1: Pricing Comparison Exhibit 2: Video Surveillance Camera System Expansion Requests Exhibit 3: Ordinance City of DentonPage 2 of 3Printed on 4/29/2016 powered by Legistar© File #:ID 16-560,Version:1 Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Melissa Kraft at 349-7823. City of DentonPage 3 of 3Printed on 4/29/2016 powered by Legistar© EXHIBIT 2 {ǒƒƒğƩǤ ĬǤ 5ĻƦğƩƷƒĻƓƷ ЋЋΏağƩΏЊЏ tƚƌźĭĻ 5ĻƦğƩƷƒĻƓƷ/ƚƭƷƚƷğƌ /ğƒĻƩğ {ǤƭƷĻƒ Ώ {{ΉЌЏЉ Ώ {źŭƒğυ ВͲЊБЏ͵ЋЎυ ВͲЊБЏ͵ЋЎ \[źĬƩğƩǤ/ƚƭƷƚƷğƌ /ğƒĻƩğ {ǤƭƷĻƒ Ώ {{ΉЌЏЉ Ώ {źŭƒğυ ЊЍͲЉЋЎ͵ЌВυ ЊЍͲЉЋЎ͵ЌВ .ĻƓĻŅźĭğƌ wĻǒƭĻ/ƚƭƷƚƷğƌ /ğƒĻƩğ {ǤƭƷĻƒ Ώ {{ΉЌЏЉ Ώ {źŭƒğυ ЊͲЏЉЉ͵ЉЉυ ЊͲЏЉЉ͵ЉЉ {ƚƌźķ ğƭƷĻ/ƚƭƷƚƷğƌ /ğƒĻƩğ {ǤƭƷĻƒ Ώ {{ΉЌЏЉ Ώ {źŭƒğυ ЊЌͲАЋЋ͵ЎЍυ ЊЌͲАЋЋ͵ЎЍ ĻĭŷƓƚƌƚŭǤ {ĻƩǝźĭĻƭ/ƚƭƷƚƷğƌ /ğƒĻƩğ {ǤƭƷĻƒ Ώ {{ΉЌЏЉ Ώ {źŭƒğυ ЎЉͲЉЉЉ͵ЉЉυ ЎЉͲЉЉЉ͵ЉЉ ğƷĻƩ tƩƚķǒĭƷźƚƓ/ƚƭƷƚƷğƌ /ğƒĻƩğ {ǤƭƷĻƒ Ώ {{ΉЌЏЉ Ώ {źŭƒğυ ЊАЌͲЋАЍ͵ЎЍυ ЊАЌͲЋАЍ͵ЎЍ 5a9/ƚƭƷƚƷğƌ /ğƒĻƩğ {ǤƭƷĻƒ Ώ {{ΉЌЏЉ Ώ {źŭƒğυ ЏЉЉͲЉЉЉ͵ЉЉυ ЏЉЉͲЉЉЉ͵ЉЉ CǒƷǒƩĻ tƩƚƆĻĭƷƭ/ƚƭƷƚƷğƌ /ğƒĻƩğ {ǤƭƷĻƒ Ώ {{ΉЌЏЉ Ώ {źŭƒğυ ЊЉЉͲЉЉЉ͵ЉЉυ ЊЉЉͲЉЉЉ͵ЉЉ DƩğƓķ ƚƷğƌυ ВЏЊͲБЉБ͵АЋ EXHIBIT 3 ORDINANCE NO. ___________ AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A CONTRACT THROUGH THE BUY BOARD COOPERATIVE PURCHASING NETWORK FOR THE ACQUISITION OF ADDITIONAL SECURITY CAMERAS FOR VARIOUS CITY DEPARTMENTS AND FOR THE MAINTENANCE OF ALL CAMERAS IN THE NETWORK; AND PROVIDING AN EFFECTIVE DATE (FILE 6105-AWARDED TO SIGMA SURVEILLANCE, INC. DBA STS 360, LLC. IN THE THREE (3) YEAR NOT-TO-EXCEED AMOUNT OF $961,808.72). WHEREAS, pursuant to Ordinance 2005-034, the Buy Board Cooperative Purchasing Network has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of state law on behalf of the City of Denton; and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described materials, equipment, supplies, or services can be purchased by the City through the Buy Board Cooperative Purchasing Network programs at less cost than the City would expend if bidding these items individually; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. office of the Purchasing Agent, are hereby accepted and approved as being the lowest responsible bids for such items: FILE NUMBER VENDOR AMOUNT 6105 Sigma Surveillance, Inc. dba STS 360, LLC $961,808.72 SECTION 2. By the acceptance and approval of the items set forth in the referenced file number, the City accepts the offer of the persons submitting the bids to the Buy Board Cooperative Purchasing Network for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, conditions, specifications, standards, quantities and for the specified sums contained in the bid documents and related documents filed with the Buy Board Cooperative Purchasing Network and the purchase orders issued by the City. SECTION 3. Should the City and persons submitting approved and accepted items set forth in the referenced file number wish to enter into a formal written agreement as a result of the 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, specifications and standards contained in the Proposal submitted to the Buy Board Cooperative Purchasing Network, and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 6105 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 BY: ________________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: ________________________________ City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-561,Version:1 AGENDA INFORMATION SHEET DEPARTMENT:Materials Management ACM:Bryan Langley AGENDA DATE:May 3, 2016 SUBJECT Consideradoptionofanordinanceacceptingcompetitiveproposalsandawardingacontractforcleaning servicesfortheCityofDentonDowntownSquareandCedar,Hickory,andIndustrialStreets;providingforthe expenditureoffundstherefor;andprovidinganeffectivedate(RFP6011-awardedtoEntrustOneFacility Services, Inc. in the three (3) year not-to-exceed amount of $255,000). RFP INFORMATION TheCityofDentondowntownsquarehasbecomeagatheringspotfornotonlythecitizensofDentonbutalso fromsurroundingcommunities.Thesquareoffersmanydiverseeatingestablishmentsandnumerousplacesto enjoythenightlifeandlivemusicevents.ItisimportantthattheCitymaintainsaclean,aestheticlookforour citizens and visitors. Inthepastyear’s,portionsoftheoverallservicerequirementshavesbeensolicitedandcontractedfor,along withsomeoftheservicesperformedbyParksDepartmentstaff.Astheareaanddemandhasgrown,sohasthe necessityformorefrequentcleaning,anddefinedlitterremoval.Afteraccessingthefullrequirements,theCity determinedthebestsolutionwouldbetocontracttheservicestoaprivateentitythatspecializesincleaningand litter removal, and then ensure performance metrics are being met. RequestforProposalsweresentto63prospectivesuppliers,includinglocalsuppliers.Inaddition, specificationswereplacedontheMaterialsManagementwebsiteforprospectivesupplierstodownload,and advertisedinthelocalnewspaper.Two(2)proposalswerereceived.Theproposalswereevaluatedbasedupon publishedcriteriaincludingprice,delivery,compliancewithspecifications,andindicatorsofprobable performance.EntrustOneFacilityServices,Inc.receivedthehighestrankingandwasdeterminedtobethebest valuefortheCity(Exhibit1).AftercontactingreferencesprovidedbyEntrustOne,FacilityServices,Inc,itis evidentthattheyareindoor/outdoorcleaningserviceprofessionalsandhaveprovidedservicessimilartothe onesbeingrequested,nationwide.EntrustOnehasbeensaidtobeveryresponsiveandcommunicativeforany issuesorconcernsthatarise,areaCertifiedHUBVendor,andhavewonmultipleawardsfortheirservices. EntrustOnehasworkedinmuchmore“highdemandanddangerous”locationsthanwhatDentonhasandwe are confident that they will provide the service needed to continue the standards that we provide our citizens. City of DentonPage 1 of 3Printed on 4/29/2016 powered by Legistar© File #:ID 16-561,Version:1 Therecommendedcontractshallprovidecleaningservices(removaloftrash,debrisandleaves,pressure washing,andsweepingoftrashanddebris)fortheCityofDenton’sdowntownsquareaswellasCedarStreet, HickoryStreet,andIndustrialStreet.Theseserviceswillbepaidonanhourlybasiswithanestimated10hours per week. Parking lot sweeping is also included on an “as need” basis. RECOMMENDATION StaffrecommendsawardofRFP6011toEntrustOneFacilityServices,Inc.inthethree(3)yearnottoexceed amount of $255,000. PRINCIPAL PLACE OF BUSINESS Entrust One Facility Services, Inc. Dallas, TX ESTIMATED SCHEDULE OF PROJECT Thiswillbeaninitialone(1)yearcontractwithoptionstoextendthecontractfortwo(2)additionalone(1) year periods with all terms and conditions remaining the same. FISCAL INFORMATION These services will be funded from the Parks and Recreation Department accounts listed below: Hotel Occupancy Tax Grant program413001.7762 Park Maintenance Mowing Expense402130.6545 Purchase orders will be issued as services are performed. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Safe, Liveable & Family-Friendly Community Related Goal:3.2 Make Denton a destination for visitors EXHIBITS Exhibit 1: Evaluation and Ranking Sheet Exhibit 2: Ordinance Exhibit 3: Contract City of DentonPage 2 of 3Printed on 4/29/2016 powered by Legistar© File #:ID 16-561,Version:1 Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Emerson Vorel at 349-7460. City of DentonPage 3 of 3Printed on 4/29/2016 powered by Legistar© EXHIBIT 2 ORDINANCE NO. 2016-______ AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR CLEANING SERVICES FOR THE CITY OF DENTON DOWNTOWN SQUARE AND CEDAR, HICKORY, AND INDUSTRIAL STREETS; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 6011AWARDED TO ENTRUST ONE FACILITY SERVICES, INC. IN THE THREE (3) YEAR NOT-TO-EXCEED AMOUNT OF $255,000). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for the supply of cleaning services for the Downtown Square Area in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, for Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 6011 Entrust One Facility Services, Inc. $255,000 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. EXHIBIT 2 SECTION 3. Should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Proposal and related documents herein approved and accepted. This will be 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. 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 6011 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 BY:____________________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: _________________________________ DocuSign Envelope ID: 01EF7AD6-1AF8-48D5-8F72-8361C08F6F47 EXHIBIT 3 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AN ENTRUST ONE FACILTY SERVICES,INC. (RFP 6011) THIS CONTRACTis made and entered into this date ______________________, by and between Entrust One Facility Services, Inc. a corporation, whose address is 11142 Shady Trail, Dallas, TX 75229, 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 document RFP 6011-Square Cleaning for the City of Denton, 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 (b) Request for Proposal (on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions C; (d) Insurance Requirements D (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) (Exhibit "F"); (g) Form CIQ Conflict of Interest Questionnaire (Exhibit "G"); 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 RFP # 6011 DocuSign Envelope ID: 01EF7AD6-1AF8-48D5-8F72-8361C08F6F47 EXHIBIT 3 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR BY: ________________________________ AUTHORIZED SIGNATURE Date:___________________________ Name: __________________________ Title: ___________________________ ____________________________________ PHONE NUMBER ____________________________________ EMAIL ADDRESS ____________________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: GEORGE C. CAMPBELL, CITY MANAGER BY: __________________________________ Date: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: __________________________________ RFP # 6011 DocuSign Envelope ID: 01EF7AD6-1AF8-48D5-8F72-8361C08F6F47 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 G attached. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) months. 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 list. The price adjustment will be determined annually from the award date. Should the change exceed or decrease a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the published price change. It is the supplier or the Cities responsibility to request a price adjustment annually in writing. If no request is made, then it will be assumed that the bid price will be in effect. The supplier must submit or make available the manufacturers pricing sheet used to calculate the bid proposal, to participate in the escalation/de-escalation clause. RFP # 6011 DocuSign Envelope ID: 01EF7AD6-1AF8-48D5-8F72-8361C08F6F47 EXHIBIT 3 Exhibit C Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings 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 Supplier. No Terms and Conditions contained in statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed -of-way. 1.. The Contractor shall fully and timely provide all 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 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. RFP # 6011 DocuSign Envelope ID: 01EF7AD6-1AF8-48D5-8F72-8361C08F6F47 EXHIBIT 3 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 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 all furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8.NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9.PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could 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, cilities. 10.WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. RFP # 6011 DocuSign Envelope ID: 01EF7AD6-1AF8-48D5-8F72-8361C08F6F47 EXHIBIT 3 C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and 11.COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: Th 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, 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 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 address and, if applicable, the tax identification number on the invoice must exactly match the C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D.Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. RFP # 6011 DocuSign Envelope ID: 01EF7AD6-1AF8-48D5-8F72-8361C08F6F47 EXHIBIT 3 13.PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within les 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; which is not covered by insurance required to be provided by the Contractor; e 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 ayable 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 otherwise negotiated. RFP # 6011 DocuSign Envelope ID: 01EF7AD6-1AF8-48D5-8F72-8361C08F6F47 EXHIBIT 3 15.FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising 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 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 tute 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. RFP # 6011 DocuSign Envelope ID: 01EF7AD6-1AF8-48D5-8F72-8361C08F6F47 EXHIBIT 3 B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19.WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20.WARRANTY TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21.WARRANTY DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. RFP # 6011 DocuSign Envelope ID: 01EF7AD6-1AF8-48D5-8F72-8361C08F6F47 EXHIBIT 3 A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non- 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 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 Contractor shall assist and cooperate with the City to the fullest extent to enforce such 22.WARRANTY SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but 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. RFP # 6011 DocuSign Envelope ID: 01EF7AD6-1AF8-48D5-8F72-8361C08F6F47 EXHIBIT 3 23.ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay 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 assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25.STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26.DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in 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, cur 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, - judgment interest at the maximum lawful rate. Additionally, in the event of a default by the any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28.TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calend notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. RFP # 6011 DocuSign Envelope ID: 01EF7AD6-1AF8-48D5-8F72-8361C08F6F47 EXHIBIT 3 29.FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30.DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31.INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not 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 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. RFP # 6011 DocuSign Envelope ID: 01EF7AD6-1AF8-48D5-8F72-8361C08F6F47 EXHIBIT 3 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. endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. 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 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 insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. RFP # 6011 DocuSign Envelope ID: 01EF7AD6-1AF8-48D5-8F72-8361C08F6F47 EXHIBIT 3 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. notice of erosion of the aggregate limits below occurrence limits for all applicable n the Contract. 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 effect on the Contracthere under, 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 arty may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35.RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36.NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that RFP # 6011 DocuSign Envelope ID: 01EF7AD6-1AF8-48D5-8F72-8361C08F6F47 EXHIBIT 3 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 rcise anywhere and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) 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-ctor the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37.CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38.OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services RFP # 6011 DocuSign Envelope ID: 01EF7AD6-1AF8-48D5-8F72-8361C08F6F47 EXHIBIT 3 to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made- for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39.PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40.ADVERTISING consent, the fact that the City has entered into the Contract, except to the extent required by law. 41.NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42.GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43.PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the RFP # 6011 DocuSign Envelope ID: 01EF7AD6-1AF8-48D5-8F72-8361C08F6F47 EXHIBIT 3 Interest Questionnaire. 44.INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an 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, ty 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 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 RFP # 6011 DocuSign Envelope ID: 01EF7AD6-1AF8-48D5-8F72-8361C08F6F47 EXHIBIT 3 to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50.JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51.INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52.HOLIDAYS: The following holidays are observed by the City: MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) RFP # 6011 DocuSign Envelope ID: 01EF7AD6-1AF8-48D5-8F72-8361C08F6F47 EXHIBIT 3 If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approvedby the City Manager of Denton, Texas or his authorized designee. 53.SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54.NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55.EQUAL OPPORTUNITY A.Equal Employment Opportunity: 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: engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. RFP # 6011 DocuSign Envelope ID: 01EF7AD6-1AF8-48D5-8F72-8361C08F6F47 EXHIBIT 3 v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES:Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59.PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 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 stand all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. RFP # 6011 DocuSign Envelope ID: 01EF7AD6-1AF8-48D5-8F72-8361C08F6F47 EXHIBIT 3 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, the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1.Final negotiated contract 2.RFP/Bid documents 3. 4.Purchase order 5.Supplier terms and conditions RFP # 6011 DocuSign Envelope ID: 01EF7AD6-1AF8-48D5-8F72-8361C08F6F47 EXHIBIT 3 Exhibit D INSURANCE REQUIREMENTS AND REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. RFP # 6011 DocuSign Envelope ID: 01EF7AD6-1AF8-48D5-8F72-8361C08F6F47 EXHIBIT 3 Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: \[X\] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. Coverage B shall include personal injury. Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. RFP # 6011 DocuSign Envelope ID: 01EF7AD6-1AF8-48D5-8F72-8361C08F6F47 EXHIBIT 3 \[X\] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: any auto, or all owned hired and non-owned autos. \[X\] Workers Compensation Insurance Contractor shall purchase and maintain Workers Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers Compensation Commission (TWCC). \[ \] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. \[ \] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. \[ \] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. RFP # 6011 DocuSign Envelope ID: 01EF7AD6-1AF8-48D5-8F72-8361C08F6F47 EXHIBIT 3 \[ \] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. \[ \] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. \[ \] Riggers Insurance Said coverage may be CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, 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 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. RFP # 6011 DocuSign Envelope ID: 01EF7AD6-1AF8-48D5-8F72-8361C08F6F47 EXHIBIT 3 ATTACHMENT 1 \[X\]Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: RFP # 6011 DocuSign Envelope ID: 01EF7AD6-1AF8-48D5-8F72-8361C08F6F47 EXHIBIT 3 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and RFP # 6011 DocuSign Envelope ID: 01EF7AD6-1AF8-48D5-8F72-8361C08F6F47 EXHIBIT 3 b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. Th contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. RFP # 6011 DocuSign Envelope ID: 01EF7AD6-1AF8-48D5-8F72-8361C08F6F47 EXHIBIT 3 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish an original notarized Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Sign and notarize the Form 1295 6. Email the notarized form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics RFP # 6011 DocuSign Envelope ID: 01EF7AD6-1AF8-48D5-8F72-8361C08F6F47 EXHIBIT F EXHIBIT 3 RFP 6011 - Pricing Sheet for Square Cleaning for the City of Denton ENTRUST ONE FACILITY SERVICES INC. Respondent's Business Name Principal Place of Business (City and State)DALLAS, TEXAS Est ITEMWeekly UOM Unit Price/Hourly Type of Service Requested Hrs Hourly $16.60 110Pressure washing Hourly $13.45 210Removal of leaves Hourly $13.45 3 10Removal of trash Hourly $13.45 410Sweeping or blowing of debris Cost of Additional Services: DESCRIPTION ITEM Special Events (Not limited to just sidewalks) All services above apply (Sweeping, 5 trash removal, etc) ; work performed after event is over for that specific day Parking Lot Sweeping $225.00 6 DocuSign Envelope ID: 01EF7AD6-1AF8-48D5-8F72-8361C08F6F47 EXHIBIT 3 Exhibit 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., RegularSession. 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. 1 2 Check this box if you are filing an update to a previously filed questionnaire. th (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7 business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C &D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? YesNo B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? YesNo C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? YesNo D.Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entityDate EXHIBIT 3 Certificate Of Completion Envelope Id: 01EF7AD61AF848D58F728361C08F6F47Status: Sent Subject: City Council Docusign Item - 6011 Source Envelope: Document Pages: 32Signatures: 3Envelope Originator: Certificate Pages: 6Initials: 0Jody Word AutoNav: Enabledjody.word@cityofdenton.com EnvelopeId Stamping: EnabledIP Address: 129.120.6.150 Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: OriginalHolder: Jody WordLocation: DocuSign 4/6/2016 7:54:38 AM jody.word@cityofdenton.com Signer EventsSignatureTimestamp Jody WordSent: 4/6/2016 8:03:44 AM Completed jody.word@cityofdenton.comViewed: 4/6/2016 8:03:55 AM BuyerSigned: 4/6/2016 8:06:19 AM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Aaron T. LiverpoolSent: 4/6/2016 8:06:21 AM aliverpool@entrust1.comResent: 4/14/2016 2:56:53 PM CEOViewed: 4/15/2016 1:10:58 PM Security Level: Email, Account Authentication Signed: 4/15/2016 1:12:10 PM Using IP Address: 24.173.51.250 (Optional) Electronic Record and Signature Disclosure: Accepted: 4/15/2016 1:10:58 PM ID: 7d3e13dc-7310-4312-aa18-51dfab54c61c John KnightSent: 4/15/2016 1:12:15 PM john.knight@cityofdenton.comViewed: 4/18/2016 8:56:06 AM Deputy City AttorneySigned: 4/18/2016 8:56:18 AM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia WinkleySent: 4/18/2016 8:56:21 AM julia.winkley@cityofdenton.comViewed: 4/18/2016 9:05:39 AM Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: George C. Campbell george.campbell@cityofdenton.com Security Level: Email, Account Authentication (Optional) EXHIBIT 3 Signer EventsSignatureTimestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jennifer Walters jennifer.walters@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: In Person Signer EventsSignatureTimestamp Editor Delivery EventsStatusTimestamp Agent Delivery EventsStatusTimestamp Intermediary Delivery EventsStatusTimestamp Certified Delivery EventsStatusTimestamp Carbon Copy EventsStatusTimestamp Julia WinkleySent: 4/15/2016 1:12:13 PM julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri ThurmanSent: 4/15/2016 1:12:13 PM sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 10/9/2015 11:39:51 AM ID: 04463961-03db-4c4d-9228-d660d6146ed6 Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jennifer Bridges jennifer.bridges@cityofdenton.com Security Level: Email, Account Authentication (Optional) EXHIBIT 3 Carbon Copy EventsStatusTimestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robert Hall robert.hall@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jennifer Tyler jennifer.tyler@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Lupe Fernandez lfernandez@entrust1.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Notary EventsTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted4/18/2016 8:56:21 AM Electronic Record and Signature Disclosure EXHIBIT 3 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-562,Version:1 AGENDA INFORMATION SHEET DEPARTMENT:Materials Management ACM:Bryan Langley AGENDA DATE:May 3, 2016 SUBJECT ConsideradoptionofanordinanceacceptingcompetitiveproposalsandawardingacontractforElectric SubstationRelayPanelsforDentonMunicipalElectric;providingfortheexpenditureoffundstherefor;and providinganeffectivedate(RFP6056-awardedtoSchweitzerEngineeringLaboratories,Inc.inthethree(3) year not-to-exceed amount of $860,000).The Public Utilities Board recommends approval (7-0). RFP INFORMATION DentonMunicipalElectric(DME)hassubstationprojectsapprovedinitsfive(5)yearCapitalImprovement Plan(CIP)thatwillrequirethepurchaseofprotectiverelayandcontrolpanels.DMEhasdeveloped standardizedsubstationrelayandcontrolpaneldesignsthatcanbeutilizedforallCIPprojects.Relaypanels housemicroprocessorbasedprotectiverelays,controlswitches,testswitches,andotherdevicesthatareusedto operateandprotecttransmissionanddistributionlinesandsubstationequipmentsuchascircuitbreakers, transformers,bussections,andinstrumenttransformers.RequestForProposals(RFP)#6056wasissuedto obtainpricingforfabricationanddeliveryofcompletedpanelstoDenton.Adetaileddescriptionoftheuseof the panels is included in the attached Public Utilities Board Agenda Information Sheet (Exhibit 1). Requestforproposalsweresentto192prospectivesuppliers.Inaddition,theproposalandspecificationswere placedonthePurchasingwebsiteforprospectivesupplierstodownload.Five(5)responsiveproposalswere received(Exhibit1-PricingTabulation).Proposalswereevaluatedbaseduponpublishedcriteria,including price,deliveryandprobableperformancebythesupplier.Theproposalevaluationsandrankingareincludedas Exhibit2.TheSchweitzerEngineeringLaboratories,Inc.proposalprovidedthehighestevaluatedscore, resulting in the best value for the City. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) OnApril25,2016,thePublicUtilitiesBoardrecommendedapprovaltoforwardthisitemtotheCityCouncil for consideration. RECOMMENDATION AwardacontractforElectricSubstationRelayPanelsforDentonMunicipalElectrictoSchweitzerEngineering Laboratories, Inc. in the three (3) year not-to-exceed amount of $860,000. City of DentonPage 1 of 3Printed on 4/29/2016 powered by Legistar© File #:ID 16-562,Version:1 PRINCIPAL PLACE OF BUSINESS Schweitzer Engineering Laboratories, Inc. Pullman, WA ESTIMATED SCHEDULE OF PROJECT Thisisaninitialone(1)yearcontractwithoptionstoextendthecontractfortwo(2)additionalone(1)year periods, with all terms and conditions remaining the same. FISCAL INFORMATION Thecostsformaterialsandservicespurchasedundertheproposedagreementwillbefundedoutofamounts budgetedforspecificprojects.Theworkproposedwillbemostlyinthetransmissioncategory.The transmissioncostsforprojectswillultimatelyberecoveredthroughthePublicUtilityCommission Transmission Cost of Service Program (TCOS). STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Public Infrastructure Related Goal:2.3 Promote superior utility services and facilities EXHIBITS Exhibit 1: Public Utilities Board Agenda Information Sheet without Exhibits Exhibit 2: Evaluation and Ranking Sheet Exhibit 3: Public Utilities Board Draft Minutes Exhibit 4: Ordinance Exhibit 5: Contract Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Chuck Sears at 349-7111. City of DentonPage 2 of 3Printed on 4/29/2016 powered by Legistar© File #:ID 16-562,Version:1 City of DentonPage 3 of 3Printed on 4/29/2016 powered by Legistar© EXHIBIT 1 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:PUB16-69,Version:1 Agenda Information Sheet DEPARTMENT:DME CM/ ACM:Howard Martin -349-8232 Date:April 25, 2016 SUBJECT Consider recommending approval of a three year unit price purchase agreement with Schweitzer Engineering Laboratories, Inc., for purchase of substation protective relay and control panels in an amount not to exceed $860,000. (RFP #6056) BACKGROUND Denton Municipal Electric (DME) has substation projects approved in its five year Capital Improvement Plan that will require purchase of protective relay and control panels. DME has developed standardized substation relay and control panel designs that can be utilized for all CIP projects. Relay panels house microprocessor based protective relays, control switches, test switches, and other devices that are used to operate and protect transmission and distribution lines and substation equipment such as circuit breakers, transformers, bus sections, and instrument transformers. RFP #6056 was issued to obtain pricing for fabrication and delivery of completed panels to Denton. The photos in Exhibit 3 provide examples of relay panels. Figure 1 is a picture of the fronts of the protective relay panels in the RD Wells Interchange Main Control Building. Figure 2 is a picture of the backs of two of the panels showing the hardware and interconnecting wiring. The panels are fabricated from steel to provide the framework for mounting protective relays, controls, and other equipment required by the protection and control design. The panel construction includes fabrication of the steel framework, painting, provision of all owner specified material, installation of wiring, mounting of all hardware including owner furnished material, testing, and delivery to Denton. Protectiverelaysarethe“brains”ofprotectionsystemsthatcontinuouslymonitorcurrents,voltagesandother inputs,asappropriatetotheirfunction,andinitiateactionstoopencircuitbreakerswhenabnormalconditions aresensed.SELrelaysaremicroprocessordevicesthatnotonlyprovideprotectionactions;theyalsoprovide metering, SCADA, and direct control outputs. AseparatecontractwaspreviouslyapprovedwithSchweitzerEngineeringLaboratories,Inc.,(SEL)for purchaseofprotectiverelays(thebluedevicesshowninFigure1).TheSELprotectiverelaysarepurchasedby DMEandshippeddirectlyfromSELtothepanelmanufacturerforinstallationintothepanels.DME’s purchaseoftheprotectiverelaysprovidesopportunityforadirectrelationshipwithSELandbetteraccesstothe network of SEL field support personnel. City of DentonPage 1 of 4Printed on 4/20/2016 powered by Legistar© EXHIBIT 1 File #:PUB16-69,Version:1 TheRFPwasstructuredtoobtainunitpricesforeightstandardpaneldesignsandfor53itemsthatcouldbe usedtoalterstandardpanelsifdesignrequirementsforanyapplicationmustbeadjusted.Thestandardpanels andadditionalitemsarelistedinExhibit2.Thestandardpanelscomprisealltherequirementsofthecurrent DMEprotectionandrelaydesignapproach.DMEhasbeensuccessfulinusingaveryconsistentapproachto allrelaydesignsinthepast.Thereisalwaysthepossibilitythataparticulardesignwillrequirechangesto addressneworuniqueissuesneedsoftheapplication.The53additionalitemunitpricesprovideamechanism toallowDMEtorespondtoatleastsomeofthemorelikelydesignchallengeswithintheagreementwithout having to resort to change orders. Purchaseorderswillbeissuedforeachsubstationwhentheprojectisreadytoproceedusingtheunitpricing. Theproposedcontractwillnotbeexclusive,willnotobligateDMEtoexpendanyminimumamount,andcan be terminated at any time with notice. The RFP was advertised in accordance with Materials Management procedures. Eight responsive proposals were received. A request for a best and final offer (BAFO) was sent to all eight respondents. Five BAFO’s were received. The members of the RFP evaluation team were Laura Cheek and Mark Zimmerer. The proposals were evaluated in accordance with the factors included in the RFP which were: a)Delivery/Project Schedule (FACTOR: 10%). Abilitytotimelystartandcompleteproject.Thisincludesthescheduletocompleteprojectand mayincludeabilitytomeetrequiredmilestonesofcompletion.Forsupplies,theestimated delivery after receipt of order. b)Compliancewithspecifications,quality,reliability,characteristicstomeetstatedorimplied needs (FACTOR 20%) Compliancewiththestatedspecification(s)coupledwiththequalityandreliabilityofthegoods andservicessuchasfitnessforusethatmeetsorexceedsOwner’sexpectationsandthe characteristics of the product or service that bear on its ability to meet the stated/implied needs. c)Indicators of Probable Performance under contract (FACTOR: 10%). Indicatorsofprobableperformanceunderthecontracttoinclude:pastvendorperformance, financialresourcesandabilitytoperform,experienceordemonstratedcapabilityand responsibility,references,andthevendor’sabilitytoprovidereliablemaintenanceagreements and support. d)Price, Total Cost of Ownership (FACTOR: 60%). Thepriceoftheitems,toincludetotalcostofownership,suchasinstallationcosts,lifecycle costs, and warranty provisions. InformationfromtheproposalsissummarizedinExhibit1.Therecommendedcontractamountwasarrivedat byroundingtheestimatedtotalcostforthreeyearsuptothenearest$10,000.Thedetailedinformationfrom the proposals and evaluation is included in Exhibit 2 (Pages 1 and 2). The evaluation factors were assessed independently; and then, the points were added to determine the proposal with the best value to the city. The proposal with the highest points was Schweitzer Engineering Laboratories from Pullman, WA. The SEL proposal meets the requirements of the specifications. OPTIONS City of DentonPage 2 of 4Printed on 4/20/2016 powered by Legistar© EXHIBIT 1 File #:PUB16-69,Version:1 1.Recommend approval. 2.Not recommend approval and direct that other actions be taken. RECOMMENDATION DMErecommendsapprovalofanannually,renewable,unitpriceagreementwithSchweitzerEngineering Laboratories for purchase of protective relay and control panels. ESTIMATED SCHEDULE OF PROJECT Purchases will be based on project schedules. PRIOR ACTION/REVIEW (Council, Boards, Commissions) There has been no prior action related to this purchase; however, the proposed purchase is consistent with project information detailed in CIP and budget presentations. FISCAL INFORMATION The costs for materials and services purchased under the proposed agreement will be funded out of amounts budgeted for specific projects. The work proposed will be mostly in the transmission category. The transmission costs for projects will ultimately be recovered through the Public Utility Commission Transmission Cost of Service Program (TCOS). BID INFORMATION The RFP information is summarized in Exhibit 1 and 2. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Public Infrastructure Related Goal:2.3 Promote superior utility services and facilities EXHIBITS 1.Evaluation Summary for RFP #6056 2.Proposal Detailed Information (Pages 1 and 2) for RFP #6056 3.Relay Panel Photos Respectfully submitted: Phil Williams City of DentonPage 3 of 4Printed on 4/20/2016 powered by Legistar© EXHIBIT 1 File #:PUB16-69,Version:1 General Manager, Denton Municipal Electric Prepared by: Laura Cheek Engineering Technician Denton Municipal Electric City of DentonPage 4 of 4Printed on 4/20/2016 powered by Legistar© EXHIBIT 3 1DRAFT MINUTES 2PUBLIC UTILITIES BOARD 3April 25, 2016 4 5After determining that a quorum of the Public Utilities Board of the City of Denton, Texas is 6present, the Chair of the Public Utilities Board will thereafter convene into an openmeeting on 7Monday, April 25, 2016 at9:00a.m. in the Service Center Training Room at the City of Denton 8Service Center, 901 A Texas Street, Denton, Texas. 9 10Present: Chair Randy Robinson, Vice ChairPhil Gallivan,Barbara Russell,Charles 11Jackson, Lilia Bynum, Brendan Carroll and Susan Parker 12 13Ex Officio Members:George Campbell, City Manager and Howard Martin, ACM Utilities 14 15OPEN MEETING 16 17CONSENT AGENDA 18 19A.PUB16-69- Consider recommending approval of a three year unit price purchase 20agreement with Schweitzer Engineering Laboratories, Inc., for purchase of substation 21protective relay and control panels in an amount not to exceed $860,000. (RFP #6056). 22 23This item was pulled for demonstration by Chuck Sears. Sears had a simulated unit thathe 24explained how the equipment works. 25 26Board Member Parker motioned to approve this item with a second by Board Member 27Jackson 7-0 approved 28 29Adjournment 10:29a.m. EXHIBIT 4 ORDINANCE NO. 2016-______ AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR ELECTRIC SUBSTATION RELAY PANELS FOR DENTON MUNICIPAL ELECTRIC; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 6056AWARDED TO SCHWEITZER ENGINEERING LABORATORIES, INC. IN THE THREE (3) YEAR NOT-TO-EXCEED AMOUNT OF $860,000). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for the supply of substation relay panels in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equest for Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 6056 Schweitzer Engineering Laboratories, Inc. $860,000 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, EXHIBIT 4 approval, and awarding of the proposals, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Proposal and related documents herein approved and accepted. This will be 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. 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 6056 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 BY:____________________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: _________________________________ DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND SCHWEITZER ENGINEERING LABS (FILE 6056) THIS CONTRACT is made and entered into this date __________________________, by and between Schweitzer Engineering Laboratories, Inc. a corporation, whose address is 2350 NE Hopkins Court, Pullman, WA 99163, 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 RFP # 6056- Supply of Protective Relay Panels in response thereto, a copy of which is attached hereto and incorporated herein for all purposes as Exhibit "C". The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (b) City of Denton Standard Terms and Conditions B, (c) City of DC Agent) (d) Certificate of Interested Parties Electronic Filing (e) (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 Contract 6056 DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. SUPPLIER BY: AUTHORIZED SIGNATURE Date: Name: Title: PHONE NUMBER FAX NUMBER ______________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: _____________________________ GEORGE C. CAMPBELL CITY MANAGER BY: __________________________________ Date: ________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: _______________________________ Contract 6056 DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 Exhibit A Special Terms and Conditions Total Contract Amount The contact total for services shall not exceed $860,000. Pricing shall be per Exhibit E attached. 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. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) months. Delivery Product or services shall be delivered to the City per the days/weeks noted in Exhibit E after receipt of the order. Price Escalation and De-escalation Prices must be firm for a period of one year from date of contract award. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) for other electrical equipment manufacturing (PCU33593359). The price will be increased or decreased based upon the annual percentage change in the PPI. Themaximum escalation will not exceed +/-8% for any individual year. The escalation will be determined annually at the renewal date. Should the PPI change exceed a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the PPI change not to exceed the 8% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Supply must also provide supporting documentation as justification for the request. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre- price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. Contract 6056 DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 noting the solicitation number. The request can be sent by e-mail to: purchasing@cityofdenton.com The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. Product Changes during Contract Term The supplier shall not change specifications during the contract term without prior approval. Any deviation in the specifications or change in the product must be approved in advance by the City of Denton. Notice of a change shall be submitted in writing to dentonpurchasing@cityofdenton.com, with the above file number in the subject line, for review. Products found to have changed specifications without notification, and acceptance, will be returne Rights to Data, Documents and Computer Software (Government Entity Ownerships) Exhibit C (Original RFP Exhibit 2, Section 12), shall be revisedto read: Any software, research, reports studies, data, photographs, negatives or other documents, drawings All such materials shall be delivered to the City by the contractor upon completion, or, to the extent completed upon termination, or cancellation of this contract. Contractor may, at its own expense, keep copies of all documents and information (City Materials) provided by the City to Contractor Contractor while performing the project is integrated into the project, Contractor hereby grants a perpetual, worldwide, non-exclusive, non-transferable, personal, revocable, limited license to use, Product and/or designs for other projects shall not be used for any purpose except the applicable hold harmless Contractor and all related parties from and against any unauthorized use or reuse of Work Product furnished by Contractor. Contractor shall not use, willingly allow, or cause to have under this contract without the prior written consent of the City. Performance Liquidated Damages Exhibit C (Original RFP Exhibit 2, Section 18), shall be revised to read: The Contractor shall incur contractual payment losses, as initiated by the City for performance that falls short of specified performance standards as outlined below: Delivery beyond contracted lead times Performance below contracted levels (services only) The Contractor shall be assessed a one half of one (.5%) percent fee each week or a pro-rated part thereof when any one of the performance standards outlined above are not met in full. In no event will the total fees and or penalties assessed for late delivery exceed five percent (5%) of the total contract price. At the end of each month, the City will review the monthly reports Contract 6056 DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 and determine the percentage of penalty to be assessed. Shipping Delivery and Packaging Section 1, Item 22 Delivery Delays shall be revised to read: Delivery Delays:If delay is foreseen, Contractor shall give written notice to the City and must keep the City advised at all times of status of order. Default in promised delivery (without accepted reasons) or failure to meet specifications authorizes the City to impose the following for the specific fault: i) For unaccepted delay in promised delivery City shall impose the liquidated damages fees indicated in Section 18 of the RFP; ii) for failure to meet specifications the City shall provide Contractor written notice to submit a plan to correct any such failures within ten (10) days the failures. The City may purchase goods and services of this RFP elsewhere and charge Contractor for costs associated to such purchase as agreed upon between Contractor and City. In no event shall the costs for such purchase exceed the amount of this Contract. Failure to pay a damage assessment is cause for Contract cancellation and/or removal of the Respondent from the Contract 6056 DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 Exhibit B City of Denton Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other 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 n the Sellers Proposal response, Invoice or Statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the Contract/Purchase Order these written provisions will take precedence. By submitting an Offer in response to the Solicitation, the Contractor agrees that the Contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the Contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a Solicitation to purchase Goods, and Sections 9, 10, 11 and 22 shall apply only to a Solicitation to purchase -of-way. 1. . The Contractor shall fully and timely provide all deliverables described in 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 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. 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, 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- Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. Contract 6056 DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Respons 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, 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 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 ame, 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 Contract 6056 DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 Unless otherwise instructed in writing, the City may rely on the rem invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar 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; covered by insurance required to be provided by the Contractor; 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. Any such amounts withheld shall be limited to the Purchase Order that is not in compliance, and shall be paid within thirty (30) days of correction and acceptance by the City of the non-complying Purchase Order. 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 availab 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. 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. Contract 6056 DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 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 y 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, uch drafts or electronic files are subsequently used to generate or prepare a final printed document. The City shall have the right to audit and copy only those records of Contractor relating to time and expenses or non- fixed price projects. 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 substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the Contract 6056 DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 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, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Contractor warrants that products are free from defects in material and workmanship for ten (10) years after shipment for all Contractor products, including Contractor-manufactured control enclosure structures and panels. This warranty is conditioned upon proper storage, installation, connection, operation and maintenance of products, prompt written notice to Contractor of any defects and, if required, prompt availability of products to Contractor for correction. This warranty shall be void in its entirety if the City fails to implement required product upgrades, modifies products without prior written consent to and subsequent approval of any such modifications by Contractor or uses products for any applications that require product listing or qualification not specifically included in the Contractor written quotation or proposal. If any product fails to conform to this warranty, the City properly notifies Contractor of such failure and the City returns the product to Contractor factory for diagnosis (and pays all expenses for such return), Contractor shall correct any such failure by, at its sole discretion, either repairing any defective or damaged product part(s) or making available, freight prepaid, by Contractor (Carriage Paid To (CPT) upgrade shall be covered by this warranty for the longer of one (1) year from date of repair or the remainder of the original warranty period. 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. warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest 22. WARRANTY SERVICES: The Contractor warrants and represents that all services to be provided the City Contract 6056 DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach 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. D. DELIVERABLES AND SERVICES SHALL BE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED (INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE AND WARRANTIES ARISING FROM COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE), EXCEPT TITLE AND PATENT INFRINGEMENT. Contractor shall, whenever possible, pass the original manufacturer warranty to Buyer for non-Contractor products. Contractor does not warrant non- Contractor products, including non- Contractor control enclosure structures, and non- Contractor products within Contractor panels, control enclosure structures and systems, and products or prototypes provided by Contractor for testing, marketing, or loan purposes. 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 attributabl 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 event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States erable 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 other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses Contract 6056 DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 -judgment interest at the maximum lawful rate. list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contrac 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, OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF 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.In no event, whether as a result of breach of contract, indemnity, warranty, tort (including negligence), strict liability or otherwise, shall Contractor be liable for any special, consequential, incidental, or liquidated damages, including without limitation any loss of profit or revenues, loss of use of products or associated equipment, damage to associated equipment, cost of capital, cost of substitute products, facilities, services or replacem customers for such damages. Contract 6056 DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 loss or damage regarding this Contract shall be limited as follows: i) for those claims covered by for all o contract, indemnity, warranty, tort (including negligence), strict liability or otherwise. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Attachment A. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements. i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. 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 vi. In the event that the Contractor performs services on-site, allendorsements 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 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. 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. the aggregate limits belo Contract 6056 DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 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 Cont 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 be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35.RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or 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- no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain confidential know-how, confidential business information, and other information which the City or its licensors Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. Contract 6056 DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 38. OWNERSHIP AND USE OF DELIVERABLES: Contractor retains all its intellectual property rights. All documents, designs, drawings, plans, specifications and other prepared by Contractor in performing services for the City shall not be performing the Project, Contractor hereby grants the City a perpetual, worldwide, non-exclusive, non-transferable, personal, revocable, limited license to use, copy and modify such Work Product for internal business purposes only 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 City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and Exhibit C). 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee f 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 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. 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 Contract 6056 DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre- printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor wil bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City Contract 6056 DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 y (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54.NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: 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: engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable, in addition to the specific federally funded requirements. A. Definitions. As used in this paragraph i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. Contract 6056 DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this solicitation, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES:Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: All respondents will be required to comply with Provision 5159a discrimination in the employment practices. http://www.access.gpo.gov/davisbacon/tx.html 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Worker's Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug- free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the 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 Contract 6056 DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 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 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. Contract 6056 DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 Exhibit D Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish an original notarized Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on the signature page of this contract. 5. Sign and notarize the Form 1295 6. Email the notarized form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Contract 6056 DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 Contract 6056 -Exhibit E RFP 6056 RFP For Supply of Electric Substation Protective Relay Panels Schweitzer Engineering Laboratories 2401 Whitehall park Drive, Suite 950 Charlotte, NC 28273-3590, USA Nathan Adams Phone: 704-587-3603 Fax: 704-504-5969 www.selinc.com nathan_adams@selinc.com Contract 6056 -Exhibit E DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 Contract 6056 -Exhibit E DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 Contract 6056 -Exhibit E DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 Contract 6056 -Exhibit E DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 Contract 6056 -Exhibit E DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 Contract 6056 -Exhibit E XXXXXXXXX DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 Contract 6056 -Exhibit E DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 Contract 6056 -Exhibit E DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 Contract 6056 -Exhibit E DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 Contract 6056 -Exhibit E DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 Contract 6056 -Exhibit E XXXXXXXXX DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 Contract 6056 -Exhibit E DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 Contract 6056 -Exhibit E ATTACHMENT D-REFERENCES XXXXXXXXX Please list three (3) Government references, other than the City of Denton, who can verify the quality of service your company provides. The City prefers customers of similar size and scope of work to this solicitation. REFERENCE ONE GOVERNMENT/COMPANY NAME: Santee Cooper LOCATION: South Carolina CONTACT PERSON AND TITLE: Brian Parks, Engineer TELEPHONE NUMBER: 843-302-6147 SCOPE OF WORK: Relay Racks CONTRACT PERIOD: Not applicable REFERENCE TWO GOVERNMENT/COMPANY NAME: City Public Service LOCATION: San Antonio, Texas CONTACT PERSON AND TITLE: Glenda Dean, Procurement Analyst TELEPHONE NUMBER: 210-353-2628 SCOPE OF WORK: Switchboard Relay Panels CONTRACT PERIOD: 2014-2019 REFERENCE THREE GOVERNMENT/COMPANY NAME: City of Ocala LOCATION: Florida CONTACT PERSON AND TITLE: Lisa Crouthamel TELEPHONE NUMBER: 352-629-8260 SCOPE OF WORK:Relay Panels CONTRACT PERIOD: Not applicable DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 Contract 6056 -Exhibit E XXXXXXXXX DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 Contract 6056 -Exhibit E DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 Contract 6056 -Exhibit E XXXXXXXXX DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 Contract 6056 -Exhibit E DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 Contract 6056 -Exhibit E DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 Contract 6056 -Exhibit E DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 Contract 6056 -Exhibit E DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 Contract 6056 -Exhibit E DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 Contract 6056 -Exhibit E DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 Contract 6056 -Exhibit E DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 Contract 6056 -Exhibit E DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 Contract 6056 -Exhibit E DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 Contract 6056 -Exhibit E DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 Contract 6056 -Exhibit E DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 Contract 6056 -Exhibit E DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 Contract 6056 -Exhibit E DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 Contract 6056 -Exhibit E DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 Contract 6056 -Exhibit E DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 Contract 6056 -Exhibit E DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 Contract 6056 -Exhibit E DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 Contract 6056 -Exhibit E DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 Contract 6056 -Exhibit E DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 Contract 6056 -Exhibit E DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 Contract 6056 -Exhibit E DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 Contract 6056 -Exhibit E DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618 EXHIBIT 5 Contract 6056 -Exhibit E EXHIBIT 5 Certificate Of Completion Envelope Id: C4BD5F5120A341ABBE8D747E9005B618Status: Sent Subject: City Council Docusign Item - 6056 Source Envelope: Document Pages: 61Signatures: 3Envelope Originator: Certificate Pages: 6Initials: 0Karen E. Smith AutoNav: Enabledkaren.smith@cityofdenton.com EnvelopeId Stamping: EnabledIP Address: 129.120.6.150 Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: OriginalHolder: Karen E. SmithLocation: DocuSign 4/12/2016 2:32:31 PM karen.smith@cityofdenton.com Signer EventsSignatureTimestamp Karen E. SmithSent: 4/12/2016 2:36:26 PM Completed karen.smith@cityofdenton.comViewed: 4/12/2016 2:36:36 PM Assistant Purchasing ManagerSigned: 4/12/2016 2:38:06 PM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Elena ShafferSent: 4/12/2016 2:38:08 PM elena_shaffer@selinc.comViewed: 4/14/2016 12:58:44 PM Director of Business OperationsSigned: 4/14/2016 1:00:44 PM Schweitzer Engineering Laboratorie Using IP Address: 208.87.234.202 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 4/13/2016 3:46:07 PM ID: 08a4ba20-7d0d-4f0a-89e3-e5d9352da783 John KnightSent: 4/14/2016 1:00:48 PM john.knight@cityofdenton.comViewed: 4/14/2016 2:14:15 PM Deputy City AttorneySigned: 4/14/2016 2:14:26 PM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia WinkleySent: 4/14/2016 2:14:29 PM julia.winkley@cityofdenton.comViewed: 4/14/2016 3:52:25 PM Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: George C. Campbell george.campbell@cityofdenton.com Security Level: Email, Account Authentication (Optional) EXHIBIT 5 Signer EventsSignatureTimestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jennifer Walters jennifer.walters@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: In Person Signer EventsSignatureTimestamp Editor Delivery EventsStatusTimestamp Agent Delivery EventsStatusTimestamp Intermediary Delivery EventsStatusTimestamp Certified Delivery EventsStatusTimestamp Carbon Copy EventsStatusTimestamp Julia WinkleySent: 4/14/2016 1:00:46 PM julia.winkley@cityofdenton.comViewed: 4/14/2016 1:05:42 PM Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri ThurmanSent: 4/14/2016 1:00:46 PM sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 10/9/2015 1:39:51 PM ID: 04463961-03db-4c4d-9228-d660d6146ed6 Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jennifer Bridges jennifer.bridges@cityofdenton.com Security Level: Email, Account Authentication (Optional) EXHIBIT 5 Carbon Copy EventsStatusTimestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: laura cheek laura.cheek@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 2/2/2016 1:20:50 PM ID: d579a165-212b-468c-86ab-6e6bd30611a3 Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Notary EventsTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted4/14/2016 2:14:29 PM Electronic Record and Signature Disclosure EXHIBIT 5 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-564,Version:1 AGENDA INFORMATION SHEET DEPARTMENT:Materials Management ACM:Bryan Langley AGENDA DATE:May 3, 2016 SUBJECT Consideradoptionofanordinanceacceptingcompetitiveproposalsandawardingacontractforwoodgrinding servicesfortheCityofDentonBeneficialReuseDepartment;providingfortheexpenditureoffundstherefor; andprovidinganeffectivedate(RFP6066-awardedtoThelinRecyclingCompany,LPinathree(3)year amount not to exceed $750,000).The Public Utilities Board recommends approval (7-0). FILE INFORMATION RequestforProposal(RFP)#6066isanannualcontracttosupplywoodgrindingservicesfortheBeneficial ReuseDepartment’sDynoDirtCompostOperation.Theawardedserviceproviderwillperformonsitegrinding whenapproximately20,000cubic-yardsofbrush,yardwaste,andcleanconstructionlumberhavebeen accumulated.Thewoodproductsaregroundintosmallpiecesandusedinthecompostproductionarea.The brushmaterialisusedtomakeDynoDirt,abiosolidscompost.Theconstructionlumberisgroundtwiceto makeuniformnaturalwoodmulch.Thismaterialisalsopaintedtomakeavarietyofdecorativecolors.Atotal ofeight(8)productsareproducedandsoldbacktothecommunityforuseintheirlandscapingandgardening needs.TheBeneficialReuseDepartmenthascontractedthisgrindingforoverten(10)yearsandhasfoundthis to be the most economical method for grinding the wood waste. Therequirementsforthissolicitationalsoallowedforwoodgrindingservicestobeperformedatvarious locationsthroughouttheCity.ThecontractorwillgrindandmulchmaterialsatvarioussitesincludingCity parks. The mulch will then be transported to the City’s Beneficial Reuse Facility. RequestsforProposalsweresentto32prospectivesuppliersofthisservice.Inaddition,specificationswere placedontheMaterialsManagementwebsiteforprospectivesupplierstodownloadandadvertisedinthelocal newspaper.Two(2)proposalswerereceived.Theproposalswereevaluatedbaseduponpublishedcriteria includingperformance,delivery,quality,reliability,andprice.ThelinRecyclingCompany,LP(Thelin)was rankedthehighestandwasdeterminedtobethebestvaluefortheCity.ThelinistheCity’scurrentproviderof thisserviceandhasperformedsatisfactorilyoverthepastthree(3)years.Thepriceproposedforthenew contract,$1.15percubicyard,isactuallylowerthanwhattheCitycurrentlypayswhichis$1.20percubic yard. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) City of DentonPage 1 of 3Printed on 4/29/2016 powered by Legistar© File #:ID 16-564,Version:1 OnApril25,2016,thePublicUtilitiesBoardrecommendedapprovaltoforwardthisitemtotheCityCouncil for consideration. RECOMMENDATION ApproveacontractforwoodgrindingservicesfortheCityofDentonBeneficialReuseDepartmenttoThelin RecyclingCompany,LPinathree(3)yearamountnottoexceed$750,000.TheBeneficialReuseoperation grindsapproximately135,000cubicyardsoflumberperyear.Inaddition,theSolidWasteDivisiongrinds approximately60,000cubicyardsannually.Thistotalsapproximately$225,000peryearforanestimatedcost of $750,000 over a three (3) year period. PRINCIPAL PLACE OF BUSINESS Thelin Recycling Company, LP. Fort Worth, TX ESTIMATED SCHEDULE OF PROJECT Thisisaninitialone(1)yearcontractwithoptionstoextendthecontractfortwo(2)additionalone(1)year periods, with all terms and conditions remaining the same. FISCAL INFORMATION This service will be funded from operating account 640400.7802 on an as needed basis. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Sustainable & Environmental Stewardship Related Goal:1.1 Manage financial resources in a responsible manner EXHIBITS Exhibit 1: Ranking and Evaluation Sheet Exhibit 2: Public Utilities Board Draft Minutes Exhibit 3: Ordinance Exhibit 4: Contract Respectfully submitted: Chuck Springer, 349-8260 Director of Finance City of DentonPage 2 of 3Printed on 4/29/2016 powered by Legistar© File #:ID 16-564,Version:1 For information concerning this acquisition, contact: Gayla Wright at 349-8290. City of DentonPage 3 of 3Printed on 4/29/2016 powered by Legistar© EXHIBIT 2 1DRAFT MINUTES 2PUBLIC UTILITIES BOARD 3April 25, 2016 4 5After determining that a quorum of the Public Utilities Board of the City of Denton, Texas is 6present, the Chair of the Public Utilities Board will thereafter convene into an openmeeting on 7Monday, April 25, 2016 at9:00a.m. in the Service Center Training Room at the City of Denton 8Service Center, 901 A Texas Street, Denton, Texas. 9 10Present: Chair Randy Robinson, Vice ChairPhil Gallivan,Barbara Russell,Charles 11Jackson, Lilia Bynum, Brendan Carroll and Susan Parker 12 13Ex Officio Members:George Campbell, City Manager and Howard Martin, ACM Utilities 14 15OPEN MEETING 16 17CONSENT AGENDA 18 19C.PUB16-73 - Consider recommending adoption of an ordinance accepting competitive 20proposals and awarding a contract for wood grinding services for the City of Denton 21Beneficial Reuse Department in a three (3) year amount not to exceed $750,000. (RFP 226066-awarded to Thelin Recycling Company). 23 24This item was pulled by Barbara Russell. Russell asked if staff has an alternative, or what 25are they currently doing. P.S. Arora, Assistant Director Wastewater Utilities, stated they 26currently have a contractor performing this function. Beneficial Reuse does not have a tub 27grinder which is what it takes to perform this service. A cost study was done and a 28contractor is more cost effective than to own equipment. 29 30Board Member Russell motioned to approve this item with a second by Board Member 31Carroll 7-0 approved. 32 33Adjournment 10:29a.m. EXHIBIT 3 ORDINANCE NO. 2016-______ AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR WOOD GRINDING SERVICES FOR THE CITY OF DENTON BENEFICIAL REUSE DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 6066-AWARDED TO THELIN RECYCLING COMPANY, LP IN A THREE (3) YEAR AMOUNT NOT TO EXCEED $750,000). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for the supply of wood grinding services in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, tfor Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 6066 Thelin Recycling Company, LP $750,000 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. 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 specified sums contained in the Proposal and related documents herein approved and accepted. This will be 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. 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 6066 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 BY:____________________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: _________________________________ DocuSign Envelope ID: 948F59F3-8E71-4546-9D30-46DD372D97FB EXHIBIT 3 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND THELIN RECYCLING COMPANY, LP (FILE 6066) THIS CONTRACTis made and entered into this date ______________________, by and between THELIN RECYCLING COMPANY, LP, whose address is 5225 THELIN STREET, FT. WORTH, TX 76115, 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 document RFP 6066- WOOD GRINDING SERVICES, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (b) Request for Proposal (on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and ConditionsC; (d) Insurance Requirements D (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) Form CIQ Conflict of Interest Questionnaire (Exhibit "F"); (g) (Exhibit "G"); 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 File # 6066 DocuSign Envelope ID: 948F59F3-8E71-4546-9D30-46DD372D97FB EXHIBIT 3 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR BY: AUTHORIZED SIGNATURE Date: Name: Title: PHONE NUMBER EMAIL ADDRESS TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: GEORGE C. CAMPBELL, CITY MANAGER BY: __________________________________ Date: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: __________________________________ File # 6066 DocuSign Envelope ID: 948F59F3-8E71-4546-9D30-46DD372D97FB EXHIBIT 3 Exhibit A Special Terms and Conditions Total Contract Amount The contract total for services shall not exceed $750,000.Pricing shall be per Exhibit G attached. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) months. 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 annually from the award date. Should the change exceed or decrease a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the published price change. It is the supplier or the Cities responsibility to request a price adjustment annually in writing. If no request is made, then it will be assumed that the bid price will be in effect. The supplier must submit or make available the manufacturers pricing sheet used to calculate the bid proposal, to participate in the escalation/de-escalation clause. File # 6066 DocuSign Envelope ID: 948F59F3-8E71-4546-9D30-46DD372D97FB EXHIBIT 3 Exhibit C Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings 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 proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be -of-way. 1.. The Contractor shall fully and timely provide all 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 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. File # 6066 DocuSign Envelope ID: 948F59F3-8E71-4546-9D30-46DD372D97FB EXHIBIT 3 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 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 shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8.NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9.PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itse essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which 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 10.WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. File # 6066 DocuSign Envelope ID: 948F59F3-8E71-4546-9D30-46DD372D97FB EXHIBIT 3 C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration 11.COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONSactors, 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, 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. §7401et 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 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 remittance address and, if applicable, the tax identification number on the invoice must exactly s registration with the City. Unless otherwise instructed in C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. File # 6066 DocuSign Envelope ID: 948F59F3-8E71-4546-9D30-46DD372D97FB EXHIBIT 3 13.PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid 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; which is not covered by insurance required to be provided by the Contractor; 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. 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 File # 6066 DocuSign Envelope ID: 948F59F3-8E71-4546-9D30-46DD372D97FB EXHIBIT 3 performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities whall not be reimbursed, unless otherwise negotiated. 15.FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty obligations under the Contract, including but not limited to indemnity and warranty obligations, 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 an 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 File # 6066 DocuSign Envelope ID: 948F59F3-8E71-4546-9D30-46DD372D97FB EXHIBIT 3 shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19.WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20.WARRANTY TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. File # 6066 DocuSign Envelope ID: 948F59F3-8E71-4546-9D30-46DD372D97FB EXHIBIT 3 21.WARRANTY DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non- 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 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 the Contractor shall assist and cooperate with the City to the fullest extent to enforce such ity. 22.WARRANTY SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery this section. File # 6066 DocuSign Envelope ID: 948F59F3-8E71-4546-9D30-46DD372D97FB EXHIBIT 3 C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23.ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages a 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 qu assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25.STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26.DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material t 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 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, without limitation, post-judgment interest at the maximum lawful rate. Additionally, in the event of a default by the ee (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. File # 6066 DocuSign Envelope ID: 948F59F3-8E71-4546-9D30-46DD372D97FB EXHIBIT 3 28.TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29.FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30.DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31.INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the sale of defective or non-conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. File # 6066 DocuSign Envelope ID: 948F59F3-8E71-4546-9D30-46DD372D97FB EXHIBIT 3 B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE 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 endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. 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 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 File # 6066 DocuSign Envelope ID: 948F59F3-8E71-4546-9D30-46DD372D97FB EXHIBIT 3 additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar notice of erosion of the aggregate limits below occurrence limits for all applicable 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 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 File # 6066 DocuSign Envelope ID: 948F59F3-8E71-4546-9D30-46DD372D97FB EXHIBIT 3 mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35.RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36.NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys license rights, and its use of the deliverables infringes the intellectual property rights of any third 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- ons under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37.CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall File # 6066 DocuSign Envelope ID: 948F59F3-8E71-4546-9D30-46DD372D97FB EXHIBIT 3 under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38.OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, ownership of any such deli deliverables. Should by operation of law, such deliverables not be considered works made-for- hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made-for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work-made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39.PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40.ADVERTISING consent, the fact that the City has entered into the Contract, except to the extent required by law. File # 6066 DocuSign Envelope ID: 948F59F3-8E71-4546-9D30-46DD372D97FB EXHIBIT 3 41.NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42.GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43.PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Interest Questionnaire. 44.INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a par 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, 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. File # 6066 DocuSign Envelope ID: 948F59F3-8E71-4546-9D30-46DD372D97FB EXHIBIT 3 46.WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47.MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48.INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49.DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision- making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first 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. File # 6066 DocuSign Envelope ID: 948F59F3-8E71-4546-9D30-46DD372D97FB EXHIBIT 3 50.JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51.INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52.HOLIDAYS: The following holidays are observed by the City: MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approvedby the City Manager of Denton, Texas or his authorized designee. 53.SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54.NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. File # 6066 DocuSign Envelope ID: 948F59F3-8E71-4546-9D30-46DD372D97FB EXHIBIT 3 55.EQUAL OPPORTUNITY A.Equal Employment Opportunity: 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: engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental 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. File # 6066 DocuSign Envelope ID: 948F59F3-8E71-4546-9D30-46DD372D97FB EXHIBIT 3 58. LICENSE FEES OR TAXES:Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59.PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the File # 6066 DocuSign Envelope ID: 948F59F3-8E71-4546-9D30-46DD372D97FB EXHIBIT 3 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 the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable).In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1.Final negotiated contract 2.RFP/Bid documents 3. 4.Purchase order 5.Supplier terms and conditions File # 6066 DocuSign Envelope ID: 948F59F3-8E71-4546-9D30-46DD372D97FB EXHIBIT 3 Exhibit D INSURANCE REQUIREMENTS AND Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however,Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. File # 6066 DocuSign Envelope ID: 948F59F3-8E71-4546-9D30-46DD372D97FB EXHIBIT 3 Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: \[X\] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. Coverage B shall include personal injury. Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. File # 6066 DocuSign Envelope ID: 948F59F3-8E71-4546-9D30-46DD372D97FB EXHIBIT 3 \[X\] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: any auto, or all owned hired and non-owned autos. \[X\] Workers Compensation Insurance Contractor shall purchase and maintain Workers Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers Compensation Commission (TWCC). \[ \] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. \[ \] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. \[ \] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. File # 6066 DocuSign Envelope ID: 948F59F3-8E71-4546-9D30-46DD372D97FB EXHIBIT 3 \[ \] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. \[ \] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. \[ \] Riggers Insurance Said coverage may be ndorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, 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 ver all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. \[ \] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. File # 6066 DocuSign Envelope ID: 948F59F3-8E71-4546-9D30-46DD372D97FB EXHIBIT 3 ATTACHMENT 1 \[X\] 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. File # 6066 DocuSign Envelope ID: 948F59F3-8E71-4546-9D30-46DD372D97FB EXHIBIT 3 E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: File # 6066 DocuSign Envelope ID: 948F59F3-8E71-4546-9D30-46DD372D97FB EXHIBIT 3 a. a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. Th contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. File # 6066 DocuSign Envelope ID: 948F59F3-8E71-4546-9D30-46DD372D97FB EXHIBIT 3 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish an original notarized Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Sign and notarize the Form 1295 6. Email the notarized form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics File # 6066 DocuSign Envelope ID: 948F59F3-8E71-4546-9D30-46DD372D97FB EXHIBIT 3 File # 6066 DocuSign Envelope ID: 948F59F3-8E71-4546-9D30-46DD372D97FB EXHIBIT 3 Exhibit 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., RegularSession. 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. 1 2 Check this box if you are filing an update to a previously filed questionnaire. th (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7 business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C &D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? YesNo B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? YesNo C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? YesNo D.Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entityDate DocuSign Envelope ID: 948F59F3-8E71-4546-9D30-46DD372D97FB EXHIBIT 3 EXHIBIT G RFP 6066- Pricing for Wood Grinding Services THELIN RECYCLING COMPANY FORT WORTH, TX Product Proposal Pricing (FOB DESTINATION): Estimated Mobilzation ARO Item # Product Description EST. ANNUAL QTY UOM Extended Price(Days) Unit Price Item 1 Wood Grinding Services at Beneficial Reuse Facility All labor, equipment and materials necessary for the grinding of brush, clean construction lumber and other miscellaneous as specified per technical 1A200,000CY specifications. $ 1.15$ 230,000.003 Item 2 Wood grinding Services at various locations throughout the City as Specified per Technical Specifications 2ACY Grinding/mulching natural materials on site (1 - 10,000 CY)$ 2.00 2BCY Grinding/mulching natural materials on site (10,000 - 20,000 CY)$ 1.75 2CCY Grinding/mulching natural materials on site (20,000 - 30,000 CY)$ 1.20 2DCY Add - Material great than 12 Ft.$ 2.00 2ECY Mobilization and demobilization ( Per Job)$ 2,000.00 2FCY Cost reduction if City removes, dispose and clean job site. (-$_______CY)NO BID DocuSign Envelope ID: 948F59F3-8E71-4546-9D30-46DD372D97FB EXHIBIT 3 EXHIBIT G EXHIBIT 3 Certificate Of Completion Envelope Id: 948F59F38E7145469D3046DD372D97FBStatus: Sent Subject: City Council Docusign Item - 6066 Contract for Wood Grinding Services for the City of Denton Source Envelope: Document Pages: 35Signatures: 3Envelope Originator: Certificate Pages: 6Initials: 0Rebecca Hunter AutoNav: Enabledrebecca.hunter@cityofdenton.com EnvelopeId Stamping: EnabledIP Address: 129.120.6.150 Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: OriginalHolder: Rebecca HunterLocation: DocuSign 4/12/2016 2:54:22 PM rebecca.hunter@cityofdenton.com Signer EventsSignatureTimestamp Rebecca HunterSent: 4/12/2016 3:04:06 PM Completed rebecca.hunter@cityofdenton.comViewed: 4/12/2016 3:04:18 PM Senior BuyerSigned: 4/12/2016 3:04:56 PM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Michael J. HillSent: 4/12/2016 3:04:58 PM michael@thelinrecycling.comViewed: 4/12/2016 6:12:21 PM PRESIDENTSigned: 4/13/2016 11:14:45 AM Security Level: Email, Account Authentication Using IP Address: 74.7.102.146 (Optional) Electronic Record and Signature Disclosure: Accepted: 4/12/2016 6:12:21 PM ID: bcfc6833-7093-4ff1-afb7-efc345f080c7 John KnightSent: 4/13/2016 11:14:48 AM john.knight@cityofdenton.comViewed: 4/13/2016 11:16:06 AM Deputy City AttorneySigned: 4/13/2016 11:16:24 AM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia WinkleySent: 4/13/2016 11:16:27 AM julia.winkley@cityofdenton.comViewed: 4/14/2016 8:34:50 AM Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: George C. Campbell george.campbell@cityofdenton.com Security Level: Email, Account Authentication (Optional) EXHIBIT 3 Signer EventsSignatureTimestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jennifer Walters jennifer.walters@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: In Person Signer EventsSignatureTimestamp Editor Delivery EventsStatusTimestamp Agent Delivery EventsStatusTimestamp Intermediary Delivery EventsStatusTimestamp Certified Delivery EventsStatusTimestamp Carbon Copy EventsStatusTimestamp AudraSent: 4/12/2016 3:04:07 PM audra@thelinrecycling.comViewed: 4/13/2016 10:33:32 AM Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia WinkleySent: 4/13/2016 11:14:47 AM julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri ThurmanSent: 4/13/2016 11:14:47 AM sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 10/9/2015 11:39:51 AM ID: 04463961-03db-4c4d-9228-d660d6146ed6 Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) EXHIBIT 3 Carbon Copy EventsStatusTimestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jennifer Bridges jennifer.bridges@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Gayla Wright gayla.wright@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Notary EventsTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted4/13/2016 11:16:27 AM Electronic Record and Signature Disclosure EXHIBIT 3 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. EXHIBIT 3 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: kevin.gunn@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at kevin.gunn@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to kevin.gunn@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-565,Version:1 AGENDA INFORMATION SHEET DEPARTMENT:Materials Management ACM:Bryan Langley AGENDA DATE;May 3, 2016 SUBJECT Consideradoptionofanordinanceacceptingcompetitiveproposalsandawardingacontractforelectrical servicesforCityofDenton;providingfortheexpenditureoffundstherefor;andprovidinganeffectivedate (RFP 6003-awarded to C&G Electric, Inc. in a three (3) year amount not to exceed $450,000). RFP INFORMATION ThisRFPistoprovideelectricalservicesforvariousCitybuildingsonanasneededbasistoassisttheCityof Dentonwithrenovations,remodels,andmaintenanceofexistingfacilities.TheCityofDentonFacilities Management Department will oversee the work performed under this contract. RequestforProposalsweresentto301prospectivesuppliers,includinglocalsuppliers.Inaddition, specificationswereplacedontheMaterialsManagementwebsiteforprospectivesupplierstodownload,and advertisedinthelocalnewspaper.One(1)responsiveproposalwasreceivedfromC&GElectric,Inc.,alocal vendor.Staffdidreceivefeedbackfromothervendorsthattheirstaffwastoosmalltoberesponsivetothis volumeofwork.Theproposalwasevaluatedbaseduponpublishedcriteriaincludingprice,delivery, compliancewithspecifications,andindicatorsofprobableperformance.C&GElectric,Inc.,mettherequired specifications and was determined to be the best value for the City (Exhibit 1). RECOMMENDATION AwardacontractforelectricalservicesfortheCityofDentontoC&GElectric,Inc.inathree(3)yearamount not to exceed $450,000. PRINCIPAL PLACE OF BUSINESS C&G Electric, Inc. Denton, TX ESTIMATED SCHEDULE OF PROJECT Thisisaninitialone(1)yearcontractwithoptionstoextendthecontractfortwo(2)additionalone(1)year periods, with all terms and conditions remaining the same. City of DentonPage 1 of 2Printed on 4/29/2016 powered by Legistar© File #:ID 16-565,Version:1 FISCAL INFORMATION Theservicesutilizedthroughthiscontractwillbefundedfromtheusingdepartment’soperatingaccounts, CapitalImprovementPlan(CIP)projectaccounts,and/orCertificateofObligationaccountsonanasneeded basis. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Organizational Excellence Related Goal:1.1 Manage financial resources in a responsible manner EXHIBITS Exhibit 1: Evaluation and Ranking Sheet Exhibit 2: Ordinance Exhibit 3: Contract Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Dean Hartley at 349-8243. City of DentonPage 2 of 2Printed on 4/29/2016 powered by Legistar© EXHIBIT 1 RFP 6003 - Pricing Sheet for SUPPLY OF ELECTRICAL SERVICES EXHIBIT 1 wĻƭƦƚƓķĻƓƷγƭ .ǒƭźƓĻƭƭ bğƒĻʹC&G Electric, Inc. tƩźƓĭźƦğƌ tƌğĭĻ ƚŅ .ǒƭźƓĻƭƭ Λ/źƷǤ ε {ƷğƷĻΜ Denton, Texas EST. HRLY Item #Description Extended Price UOMUnit Price RATE NOTE: The City of Denton Facilities Management selects brands/type of equipment/supplies Bidders should familiarize themselves with the local conditions affecting the cost of the work and the site of the work. Bidders are required to perform, provide and furnish all of the labor, materials, necessary tools, fees, permits and equipment including transportation services necessary to complete the work outlined at the unit prices indicated below. SECTION A - SERVICE WORK HOURLY RATE: REGULAR WORKING HOURS: 7 AM - 5 PM / MONDAY THRU FRIDAY $ 100.00$ 100.00 11HR After Normal Working Hours 21HR$ 150.00$ 150.00 Holidays $ 150.00$ 150.00 31HR Total for SECTION A $ 400.00 SECTION B - EMERGENCY RESPONSE WORK HOURS:(30 MINUTES RESPONSE TIME) REGULAR WORKING HOURS: 7 AM - 5 PM / MONDAY THRU FRIDAY $ 100.00$ 100.00 41HR After Normal Working Hours 51HR$ 150.00$ 150.00 Holidays $ 150.00$ 150.00 61HR Total for SECTION B $ 400.00 SECTION C - MATERIAL Mark-up: Material mark-up from wholesale rate (%) with back-up documentation 720% SECTION D - SUB-CONTRACTOR: Rates10% Markup on Subcontractor's Hourly Rate 81HR Materials mark-up from wholesale rate (%) with backup documentation 10% 9 Total for SECTION A $ 400.00 Total for SECTION B $ 400.00 Total for SECTION C 20%$ - Total for SECTION D 10%$ - Payment Term Discounts Additional Discount % Payment Terms Invoice Paid in 15 2.00% days EVALUATION: ЎЉ tƩźĭĻ ЎЉ ЊЎ/ƚƒƦƌźğƓĭĻ Ʒƚ {ƦĻĭźŅźĭğƷźƚƓ ЊЎ ЊЎ wĻƭƦƚƓƭĻ źƒĻЊЎ ЋЉ tƩƚĬğĬƌĻ tĻƩŅƚƩƒğƓĭĻЋЉ 100TOTAL EVALUATED SCORE100 EXHIBIT 2 ORDINANCE NO. 2016-______ AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR ELECTRICAL SERVICES FOR CITY OF DENTON; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 6003-AWARDED TO C&G ELECTRIC, INC. IN A THREE (3) YEAR AMOUNT NOT TO EXCEED $450,000). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for the supply of electrical services for the City of Denton in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, for in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 6003 C&G Electric, Inc. $450,000 SECTION 2. By the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. Should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, EXHIBIT 2 approval, and awarding of the proposals, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Proposal and related documents herein approved and accepted. This will be 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. 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 6003to 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 BY:____________________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: _________________________________ DocuSign Envelope ID: 91C09D8B-FDA3-4903-9854-E3B764593F14 EXHIBIT 3 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AN C&G ELECTRIC, INC. (RFP # 6003) THIS CONTRACTis made and entered into this date ______________________, by and between C&G Electric, Inc., a corporation, whose address is 4801 W. University Dr. #102, Denton, TX 76207, 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 document RFP 6003-Electrical Services, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (b) Request for Proposal (on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions C; (d) Insurance Requirements D (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) (Exhibit "F"); (g) Form CIQ Conflict of Interest Questionnaire (Exhibit "G"); 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 RFP # 6003 DocuSign Envelope ID: 91C09D8B-FDA3-4903-9854-E3B764593F14 EXHIBIT 3 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR BY: ________________________________ AUTHORIZED SIGNATURE Date:___________________________ Name: __________________________ Title: ___________________________ ___________________________________ PHONE NUMBER ___________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: GEORGE C. CAMPBELL, CITY MANAGER BY: __________________________________ Date: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: __________________________________ RFP # 6003 DocuSign Envelope ID: 91C09D8B-FDA3-4903-9854-E3B764593F14 EXHIBIT 3 Exhibit A Special Terms and Conditions Total Contract Amount The contract total for services shall not exceed $450,000. Pricing shall be per Exhibit G attached. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) months. 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 list. The price adjustment will be determined annually from the award date. Should the change exceed or decrease a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the published price change. It is the supplier or the Cities responsibility to request a price adjustment annually in writing. If no request is made, then it will be assumed that the bid price will be in effect. The supplier must submit or make available the manufacturers pricing sheet used to calculate the bid proposal, to participate in the escalation/de-escalation clause. RFP # 6003 DocuSign Envelope ID: 91C09D8B-FDA3-4903-9854-E3B764593F14 EXHIBIT 3 Exhibit C Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings 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 Supplier. No Terms and Conditions contained in statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed -of-way. 1.. The Contractor shall fully and timely provide all 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 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. RFP # 6003 DocuSign Envelope ID: 91C09D8B-FDA3-4903-9854-E3B764593F14 EXHIBIT 3 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 s 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 ll furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8.NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9.PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could 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, ilities. 10.WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. RFP # 6003 DocuSign Envelope ID: 91C09D8B-FDA3-4903-9854-E3B764593F14 EXHIBIT 3 C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and 11.COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS 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, 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 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 address and, if applicable, the tax identification number on the invoice must exactly match the C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. RFP # 6003 DocuSign Envelope ID: 91C09D8B-FDA3-4903-9854-E3B764593F14 EXHIBIT 3 13.PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within liverables 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; which is not covered by insurance required to be provided by the Contractor; 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 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 RFP # 6003 DocuSign Envelope ID: 91C09D8B-FDA3-4903-9854-E3B764593F14 EXHIBIT 3 the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. 15.FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising 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 ove, 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 identified in the Plan, unless the substitute has been accepted by the City in RFP # 6003 DocuSign Envelope ID: 91C09D8B-FDA3-4903-9854-E3B764593F14 EXHIBIT 3 writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require thatthe Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19.WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20.WARRANTY TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. RFP # 6003 DocuSign Envelope ID: 91C09D8B-FDA3-4903-9854-E3B764593F14 EXHIBIT 3 21.WARRANTY DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non- 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 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 Contractor shall assist and cooperate with the City to the fullest extent to enforce such 22.WARRANTY SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice s this section. RFP # 6003 DocuSign Envelope ID: 91C09D8B-FDA3-4903-9854-E3B764593F14 EXHIBIT 3 C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23.ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay 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 assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25.STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26.DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in 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 su 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, incu - judgment interest at the maximum lawful rate. Additionally, in the event of a default by the any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. RFP # 6003 DocuSign Envelope ID: 91C09D8B-FDA3-4903-9854-E3B764593F14 EXHIBIT 3 28.TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29.FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30.DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31.INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. RFP # 6003 DocuSign Envelope ID: 91C09D8B-FDA3-4903-9854-E3B764593F14 EXHIBIT 3 B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE 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. endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. 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 Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 RFP # 6003 DocuSign Envelope ID: 91C09D8B-FDA3-4903-9854-E3B764593F14 EXHIBIT 3 insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. notice of erosion of the aggregate limits below occurrence limits for all applicable xiv. The insurance co 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 effect on the 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. address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. RFP # 6003 DocuSign Envelope ID: 91C09D8B-FDA3-4903-9854-E3B764593F14 EXHIBIT 3 35.RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36.NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and in the world of the r and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) ies 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- ations regarding the deliverables shall in no way diminish the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37.CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38.OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, RFP # 6003 DocuSign Envelope ID: 91C09D8B-FDA3-4903-9854-E3B764593F14 EXHIBIT 3 title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made- for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the del deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39.PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40.ADVERTISING 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. RFP # 6003 DocuSign Envelope ID: 91C09D8B-FDA3-4903-9854-E3B764593F14 EXHIBIT 3 42.GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43.PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Interest Questionnaire. 44.INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an 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, ity 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. RFP # 6003 DocuSign Envelope ID: 91C09D8B-FDA3-4903-9854-E3B764593F14 EXHIBIT 3 47.MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48.INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49.DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50.JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. RFP # 6003 DocuSign Envelope ID: 91C09D8B-FDA3-4903-9854-E3B764593F14 EXHIBIT 3 51.INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52.HOLIDAYS: The following holidays are observed by the City: MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approvedby the City Manager of Denton, Texas or his authorized designee. 53.SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54.NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55.EQUAL OPPORTUNITY A.Equal Employment Opportunity: 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: engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. RFP # 6003 DocuSign Envelope ID: 91C09D8B-FDA3-4903-9854-E3B764593F14 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, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES:Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59.PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). RFP # 6003 DocuSign Envelope ID: 91C09D8B-FDA3-4903-9854-E3B764593F14 EXHIBIT 3 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 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 all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the 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. RFP # 6003 DocuSign Envelope ID: 91C09D8B-FDA3-4903-9854-E3B764593F14 EXHIBIT 3 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 the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1.Final negotiated contract 2.RFP/Bid documents 3.erms and conditions 4.Purchase order 5.Supplier terms and conditions RFP # 6003 DocuSign Envelope ID: 91C09D8B-FDA3-4903-9854-E3B764593F14 EXHIBIT 3 Exhibit D INSURANCE REQUIREMENTS AND Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. RFP # 6003 DocuSign Envelope ID: 91C09D8B-FDA3-4903-9854-E3B764593F14 EXHIBIT 3 Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: \[X\] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. Coverage B shall include personal injury. Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. RFP # 6003 DocuSign Envelope ID: 91C09D8B-FDA3-4903-9854-E3B764593F14 EXHIBIT 3 \[X\] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: any auto, or all owned hired and non-owned autos. \[X\] Workers Compensation Insurance Contractor shall purchase and maintain Workers Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers Compensation Commission (TWCC). \[ \] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. \[ \] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. \[ \] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. RFP # 6003 DocuSign Envelope ID: 91C09D8B-FDA3-4903-9854-E3B764593F14 EXHIBIT 3 \[ \] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. \[ \] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. \[ \] Riggers Insurance Said coverage may be CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, 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 ployees, 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. RFP # 6003 DocuSign Envelope ID: 91C09D8B-FDA3-4903-9854-E3B764593F14 EXHIBIT 3 ATTACHMENT 1 \[X\] Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. RFP # 6003 DocuSign Envelope ID: 91C09D8B-FDA3-4903-9854-E3B764593F14 EXHIBIT 3 E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 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; RFP # 6003 DocuSign Envelope ID: 91C09D8B-FDA3-4903-9854-E3B764593F14 EXHIBIT 3 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. Th contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. RFP # 6003 DocuSign Envelope ID: 91C09D8B-FDA3-4903-9854-E3B764593F14 EXHIBIT 3 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish an original notarized Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Sign and notarize the Form 1295 6. Email the notarized form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics RFP # 6003 DocuSign Envelope ID: 91C09D8B-FDA3-4903-9854-E3B764593F14 EXHIBIT F EXHIBIT 3 RFP 6003 - Pricing Sheet for SUPPLY OF ELECTRICAL SERVICES wĻƭƦƚƓķĻƓƷγƭ .ǒƭźƓĻƭƭ bğƒĻʹC&G Electric, Inc. tƩźƓĭźƦğƌ tƌğĭĻ ƚŅ .ǒƭźƓĻƭƭ Λ/źƷǤ ε {ƷğƷĻΜ Denton, Texas ŷĻ ƩĻƭƦƚƓķĻƓƷ ƭŷğƌƌ ĭƚƒƦƌĻƷĻ ƷŷĻ ŅƚƌƌƚǞźƓŭ ƭĻĭƷźƚƓͲ Ǟŷźĭŷ ķźƩĻĭƷƌǤ ĭƚƩƩĻƭƦƚƓķƭ Ʒƚ ƷŷĻ ƭƦĻĭźŅźĭğƷźƚƓƭ͵ ŷĻ ĭƚƓƷƩğĭƷƚƩ ƭŷğƌƌ ƓƚƷ ƒğƉĻ ĭŷğƓŭĻƭ Ʒƚ Ʒŷźƭ ŅƚƩƒğƷ͵ Product Proposal Pricing (PRICING SHALL INCLUDE ALL COSTS TO DELIVER GOODS AS SPECIFIED F.O.B DESTINATION): EST. HRLY Item #Description Extended Price UOMUnit Price RATE NOTE: The City of Denton Facilities Management selects brands/type of equipment/supplies Bidders should familiarize themselves with the local conditions affecting the cost of the work and the site of the work. Bidders are required to perform, provide and furnish all of the labor, materials, necessary tools, fees, permits and equipment including transportation services necessary to complete the work outlined at the unit prices indicated below. SECTION A - SERVICE WORK HOURLY RATE: REGULAR WORKING HOURS: 7 AM - 5 PM / MONDAY THRU FRIDAY $ 100.00$ 100.00 11HR After Normal Working Hours $ 150.00$ 150.00 21HR Holidays $ 150.00$ 150.00 31HR Total for SECTION A $ 400.00 SECTION B - EMERGENCY RESPONSE WORK HOURS:(30 MINUTES RESPONSE TIME) REGULAR WORKING HOURS: 7 AM - 5 PM / MONDAY THRU FRIDAY $ 100.00$ 100.00 41HR After Normal Working Hours $ 150.00$ 150.00 51HR Holidays $ 150.00$ 150.00 61HR Total for SECTION B $ 400.00 SECTION C - MATERIAL Mark-up: Material mark-up from wholesale rate (%) with back-up documentation 20% 7 SECTION D - SUB-CONTRACTOR: Rates $ -$ - 81HR Materials mark-up from wholesale rate (%) with backup documentation 10% 9 Total for SECTION A $ 400.00 Total for SECTION B $ 400.00 Total for SECTION C 20%$ - Total for SECTION D 10%$ - Total Cost of Services & Products (Annual) $ 800.00 Payment Term Discounts Payment terms for the City of Denton are typically 30 days. Please indicate the additional discount extended to each monthly invoice that is paid within the time period indicated below. Additional Discount % Payment Terms Invoice Paid in 15 days 2.00% *NOTE: PLEASE EMAIL THIS EXHIBIT 1 AS AN EXCEL FILE TO EBIDS@CITYOFDENTON.COM DocuSign Envelope ID: 91C09D8B-FDA3-4903-9854-E3B764593F14 EXHIBIT 3 Exhibit 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., RegularSession. 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. 1 2 Check this box if you are filing an update to a previously filed questionnaire. th (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7 business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C &D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? YesNo B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? YesNo C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? YesNo D.Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entityDate EXHIBIT 3 Certificate Of Completion Envelope Id: 91C09D8BFDA349039854E3B764593F14Status: Sent Subject: City Council Docusign Item - 6003 Source Envelope: Document Pages: 33Signatures: 3Envelope Originator: Certificate Pages: 6Initials: 0Jody Word AutoNav: Enabledjody.word@cityofdenton.com EnvelopeId Stamping: EnabledIP Address: 129.120.6.150 Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: OriginalHolder: Jody WordLocation: DocuSign 4/18/2016 1:58:52 PM jody.word@cityofdenton.com Signer EventsSignatureTimestamp Jody WordSent: 4/19/2016 7:36:39 AM Completed jody.word@cityofdenton.comViewed: 4/19/2016 7:36:49 AM BuyerSigned: 4/19/2016 7:41:15 AM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Bradley J. CarrellSent: 4/19/2016 7:41:17 AM brad@candg-inc.comViewed: 4/19/2016 8:20:38 AM PresidentSigned: 4/21/2016 12:18:38 PM Security Level: Email, Account Authentication Using IP Address: 75.140.235.246 (Optional) Electronic Record and Signature Disclosure: Accepted: 4/19/2016 8:20:38 AM ID: f48f34d1-473f-4763-911d-e0b464dd1414 John KnightSent: 4/21/2016 12:18:43 PM john.knight@cityofdenton.comViewed: 4/21/2016 1:29:36 PM Deputy City AttorneySigned: 4/21/2016 1:29:52 PM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia WinkleySent: 4/21/2016 1:29:55 PM julia.winkley@cityofdenton.comViewed: 4/21/2016 1:44:48 PM Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: George C. Campbell george.campbell@cityofdenton.com Security Level: Email, Account Authentication (Optional) EXHIBIT 3 Signer EventsSignatureTimestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jennifer Walters jennifer.walters@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: In Person Signer EventsSignatureTimestamp Editor Delivery EventsStatusTimestamp Agent Delivery EventsStatusTimestamp Intermediary Delivery EventsStatusTimestamp Certified Delivery EventsStatusTimestamp Carbon Copy EventsStatusTimestamp Julia WinkleySent: 4/21/2016 12:18:41 PM julia.winkley@cityofdenton.comViewed: 4/21/2016 1:18:40 PM Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri ThurmanSent: 4/21/2016 12:18:41 PM sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 10/9/2015 11:39:51 AM ID: 04463961-03db-4c4d-9228-d660d6146ed6 Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jennifer Bridges jennifer.bridges@cityofdenton.com Security Level: Email, Account Authentication (Optional) EXHIBIT 3 Carbon Copy EventsStatusTimestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: David Saltman david.saltsman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Notary EventsTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted4/21/2016 1:29:55 PM Electronic Record and Signature Disclosure EXHIBIT 3 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-567,Version:1 AGENDA INFORMATION SHEET DEPARTMENT:Materials Management ACM:Bryan Langley AGENDA DATE:May 3, 2016 SUBJECT ConsideradoptionofanordinanceacceptingcompetitiveproposalsandawardingacontractforEmployee BenefitsConsultingServicesfortheCityofDenton;providingfortheexpenditureoffundstherefor;and providinganeffectivedate(RFP6063-awardedtoMcGriff,Seibels&WilliamsofTexas,Inc.inathree(3) year amount not to exceed $145,500). BACKGROUND InaccordancewithTexasLocalGovernmentCode252.024,theCityofDentonhasutilizedtheservicesofan InsuranceBroker(consultant)forassistanceinreviewingandanalyzingthevariousCitybenefitprogramssince theearly1990’s.AsstipulatedbyTexaslaw,thebrokermayonlyberetainedona“feebasis”,andmaynot receiveanyotherremunerationfromanyothersource.Theseprogramsincludehealth,dental,vision,life, supplementallife,accidentaldeath&dismemberment,long-termdisabilityandshort-termdisability.TheCity hasbeenworkingwiththecurrentconsultant,McGriff,SeibelsandWilliamssince2002,andtheseservices have been competitively sourced three (3) times, during this time period, and awarded by City Council action. Thecurrentcontract#4484forinsurancebrokerservicesforemployeebenefitsisafirm,fixedamountof $48,500 annually. McGriff,SeibelsandWilliamsisalsotheInsuranceBrokerfortheCity’svariousinsuranceprograms,withthe currentcontractdraftedin2015,andthefeeisfirm,fixedfor$24,000annually.Thiscontractisseparated because not all insurance brokers offer both employee benefit consulting and insurance consulting services. Thebenefitsconsultantprovidesawidearrayofproductsandservicestoassiststaffinmanagingandanalyzing thebenefitprogramsofferedbytheCity.Examplesofthetypesofassistanceavailableincludeactuarial calculations,ratesetting,plandesign,RFPdevelopmentandevaluation,andStateandFederalregulation compliance.ThebenefitconsultantsmaintainkeyindustryrelationshipstohelpensurethattheCityis receivingthebestbenefitatthebestvalue.Inaddition,thebenefitsconsultantparticipatesinawiderangeof local,stateandnationalindustry(insurance,benefits,riskmanagement)organizationssothattheyareableto bring valuable knowledge to assist the City in managing the benefit program and insurance contracts RequestsforProposalsweresentto393prospectivesuppliersofthisservice.Inaddition,specificationswere placedontheMaterialsManagementwebsiteforprospectivesupplierstodownloadandadvertisedinthelocal newspaper. Five (5) proposals were received from the following companies: City of DentonPage 1 of 3Printed on 4/29/2016 powered by Legistar© File #:ID 16-567,Version:1 IPS Advisors, LLP proposed an annual fee of $45,000 Crystal&Company proposedanannualfeeof$45,000forthefirsttwoyears,witha5%increaseinthethird year. McGriff, Seibels and Williams (incumbent)proposed an annual fee of $48,500. Valley Risk Consulting proposed an annual fee of $49,000. Gallagher Benefits Services, Inc.proposed an annual fee of $150,000. RECOMMENDATION StaffrecommendsawardingacontracttoMcGriff,SeibelsandWilliams(McGriff)forBenefitConsultant Services.McGriffhasbeenourconsultantsince2002andhasbeenavaluablepartnerforourbenefitsprogram. TheywereinstrumentalinhelpingtransitiontheCitytoaself-fundedhealthplanin2008,andtobringing onlineourEmployeeHealthCenterin2011.McGriff’srelationshipswithourvariousinsuranceprovidersand third-partyadministratorshavebenefitedtheCitymanytimesinworkingthroughcoverageorserviceissues. Additionally,theirpositioninthebenefitsmarketplacehashelpedtheCityrealizeadditionalsavingswhen these products have been shopped or sent out for RFP. McGriffisanactiveparticipantinthelongtermplanningfortheCity’sbenefitprogram.Theyattendthe monthlymeetingsoftheEmployeeInsuranceCommittee(EIC)andhaveagoodunderstandingofthe philosophyofthisorganization.CitystaffhaveahighlevelofconfidenceintheMcGriffstaffandhavebeen extremely pleased with the service they have provided to the City. WhileIPSAdvisorsandCrystal&Companyproposedaslightlylowerannualfee(7.8%less)forthese services,McGriff’sproposedfeedidnotincreaseovertheexpiringcontractamountandhasnotincreasedsince 2002.Whilepricewas50%oftheoverallevaluationcriteria,theIndicatorsofProbablePerformancewasalso animportantfactorintheevaluationprocess.Baseduponthetotalscoring,McGriffwasrankedthehighestin the evaluation process and has been determined to be the best value for the City of Denton (Exhibit 1). ItshouldbenotedthatCrystal&CompanywouldbeservicingouraccountoutofeitherHoustonorSan Antonio,andwouldnotbeasaccessibleasMcGriffiswiththeirAddisonofficelocation,andwouldnotbeable toattendourmonthlyEICmeetinginperson.AndwhileIPSConsultinghasapproximately31cityclients, only two clients (Ft. Worth and Wichita Falls) are the size of Denton, or larger. ESTIMATED SCHEDULE OF PROJECT ThecontractwillbeginonJune1,2016.Thisisaninitialone(1)yearcontractwithoptionstoextendthe contract for two (2) additional one (1) year periods, with all terms and conditions remaining the same. PRIOR ACTION/REVIEW OnSeptember21,2010,theCityCouncilawardedacontractforBenefitConsultantServicestoMcGriff, Seibels and Williams. City of DentonPage 2 of 3Printed on 4/29/2016 powered by Legistar© File #:ID 16-567,Version:1 FISCAL INFORMATION FundsforBenefitsConsultantServicesforFiscalYear2015-2016havebeenbudgetedinoperatingaccount 850500.7854. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Organizational Excellence Related Goal:1.1 Manage financial resources in a responsible manner EXHIBITS Exhibit 1: Evaluation and Ranking Form Exhibit 2: Ordinance Exhibit 3: Contract Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Scott Payne at 349-7836. City of DentonPage 3 of 3Printed on 4/29/2016 powered by Legistar© EXHIBIT 2 ORDINANCE NO. 2016-______ Consider adoption of an ordinance accepting competitive proposals and awarding a contract for Employee Benefits Consulting Services for the City of Denton; providing for the expenditure of funds therefor; and providing an effective date (RFP 6063-awarded toMcGriff, Seibels & Williams of Texas, Inc.in a three (3) year amount not to exceed $145,500). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for the supply of Employee Benefits Consulting Services in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, for Pr Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 6063 McGriff, Seibels & Williams of Texas, Inc. $145,500 SECTION 2. By the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. Should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities and specified sums EXHIBIT 2 contained in the Proposal and related documents herein approved and accepted. This will be 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. 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 6063 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 BY:____________________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: _________________________________ DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND MCGRIFF, SEIBELS AND WILLIAMS (CONTRACT 6063) THIS CONTRACT is made and entered into this date __________________, by and between McGriff, Seibels and Williams, a corporation, whose address is 5080 Spectrum Dr., Suite 900E, Addison, TX 75001, 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 CityÓs document RFP 6063 Employee Benefits Consulting Services, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions(Exhibit ÐAÑ); (b) Request for Proposal (Exhibit ÐBÑ on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit Ð C Ñ); (d) Insurance Requirements (Exhibit Ð D Ñ); (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) ContractorÓs Proposal. (Exhibit "F"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as ÐContract Documents.Ñ Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR BY: AUTHORIZED SIGNATURE Date: Name: Title: PHONE NUMBER EMAIL ADDRESS TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: GEORGE C. CAMPBELL, CITY MANAGER BY: __________________________________ Date: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: __________________________________ Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Exhibit A Special Terms and Conditions Total Contract Amount The contract total for services shall not exceed $145,500. Pricing shall be per Exhibit F attached. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) months. Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 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 DentonÓs 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 CityÓs Procurement Department and the Supplier. No Terms and Conditions contained in the sellerÓs proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the CityÓs premises or on public rights-of-way. 1.CONTRACTORÓS OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the ContractorÓs 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 CityÓs 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. Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 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 state d in the Offer, the ContractorÓs 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 ContractorÓs, or the ContractorÓs SubcontractorÓs, facilities, or the deliverables at the ContractorÓs, or the ContractorÓs SubcontractorÓs, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8.NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9.PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the CityÓs service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the ContractorÓs 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 CityÓs facilit ies. 10.WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (ÐIIRIRA) enacted on September 30, 1996. 11.COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, itÓs 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 ContractorÓs 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. §7401et 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 DepartmentÓs 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 ContractorÓs name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the VendorÓs registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the ContractorÓs invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 13.PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (3 0) calendar days of the CityÓs 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. dam age to the property of the City or the CityÓs agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the ContractorÓs 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 CityÓs payment obligations are payable only and solely from f unds 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 Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 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 otherwise negotiated. 15.FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the ContractorÓs continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arisi ng under the CityÓs 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 CityÓs sole discretion, grounds for termination thereof. Each of the terms ÐbooksÑ, ÐrecordsÑ, ÐdocumentsÑ and Ðother evidenceÑ, 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 ContractorÓs Plan. The Contractor Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19.WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20.WARRANTY Î 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. Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 21.WARRANTY Î DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming deliverables, at the C ityÓs 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 CityÓs 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 manufacturerÓs warranty, the Contractor shall transfer and assign such manufacturerÓs warranty to the City. If for any reason the manufacturerÓs warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturerÓs warranty for the benefit of the City. 22.WARRANTY Î SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the CityÓs rights under this section. Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23.ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the CityÓs 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 partyÓs intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25.STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26.DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in ContractorÓs 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 CityÓs 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 ContractorÓs default, including, without limitation, cost of cover, reasonable attorneysÓ 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 CityÓs vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 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) ca lendar daysÓ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29.FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30.DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31.INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the ContractorÓs s ubcontractors, 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. Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTORÓS 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 coverageÓs and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The ContractorÓs and all subcontractorsÓ 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 workersÓ compensation coverage written by the Texas WorkersÓ 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 Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 vii. The ÐotherÑ insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar daysÓ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverageÓs indica ted within the Contract. xiv. The insurance coverageÓs 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 ContractorÓs 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 Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the ContractorÓs Offer, or at such other addr ess as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35.RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36.NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the CityÓs exercise anywhere in the world of the rights associated with the CityÓsÓ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the ContractorÓs breach of any of ContractorÓs 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 CityÓs behalf. Furth er, Contractor agrees that the CityÓs specifications regarding the deliverables shall in no way diminish ContractorÓs warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37.CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the CityÓs and/or its licensorsÓ 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, ÐConfidential InformationÑ). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38.OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the CityÓs sole or joint ownership of any such deliverables arising by virtue of the CityÓs sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for- hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made-for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work-made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The ContractorÓs obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39.PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40.ADVERTISING: The Contractor shall not advertise or publish, without the CityÓs prior consent, the fact that the City has entered into the Contract, except to the extent required by law. Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 41.NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42.GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43.PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the CityÓs Confli ct 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 ContractorÓs 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, workerÓs com pensation, 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. Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 46.WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47.MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48.INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49.DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision- making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediatorÓs 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. Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 50.JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51.INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52.HOLIDAYS:The following holidays are observed by the City: New YearÓs Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New YearÓs Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53.SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54.NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 55.EQUAL OPPORTUNITY A.Equal Employment Opportunity: No Offeror, or OfferorÓs 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 OfferorÓs 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 Î i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 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 Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59.PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 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 WorkersÓ Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 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 PartyÓs exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. CityÓs standard t erms and conditions 4. Purchase order 5. Supplier terms and conditions Exhibit D Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 INSURANCE REQUIREMENTS AND WORKERSÓ COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however,Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. Should any of the required insurance be provided under a claims made form, Contractor Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: \[X\] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. Coverage B shall include personal injury. Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 \[X\] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: any auto, or all owned hired and non-owned autos. \[X\] Workers Ó Compensation Insurance Contractor shall purchase and maintain Workers Ó 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 Ó 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 Ðoccurrence" 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. Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 \[ \] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. \[ \] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. \[ \] Riggers Insurance The Contractor shall provide coverage for RiggerÓs Liability. Said coverage may be provided by a RiggerÓs Liability endorsement on the existing CGL coverage; through an d Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, RiggerÓs 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 ÐblanketÑ 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. Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 ATTACHMENT 1 \[X\] WorkersÓ 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. Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 a. a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. Th e contractorÓs 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. Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish an original notarized Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Sign and notarize the Form 1295 6. Email the notarized form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 Î Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics CommissionÓs website within seven business days. Contract 6063 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F City of Denton Request for Proposal RFP# 6063 For Employee Benefit Consultant Services Scott Gibbs, Senior Vice President McGriff, Seibels & Williams 5080 Spectrum Drive Suite 900E, Addison, Texas 75001 (469) 232-2100phone / (469) 232-2105 fax sgibbs@mcgriff.com www.mcgriff.com DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Table of Contents Section 1 Cover Letter Section 2 Pricing Sheet – Exhibit 1 Section 3 Solicitation Checklist Section 4 Attachment A – Business Questionnaire Section 5 Attachment B – Exception Form Section 6 Attachment C – Safety Record Questionnaire Section 7 Attachment D – Reference Form Section 8 Attachment E – Conflict of Interest Questionnaire Form Section 9 Attachment F – Acknowledgement Form Section 10 Appendices Section 11 Summary DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Cover Letter DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Cover Letter March 10, 2016 City of Denton Materials Management Solicitation 6063 Î Employee Benefits Consulting Services 901B Texas Street Denton, TX 76209 Re: Request for Employee Benefit Consulting Services Dear Materials Management: McGriff, Seibels and Williams, Inc. (MSW) would like to thank the City of Denton for the opportunity to provide a proposal for Employee Benefit Consulting Services. Our organizations share common values in integrity, people, teamwork, and performance as key ingredients for success and long-term relationships. McGriff Overview MSW, a wholly-owned subsidiary of BB&T Corporation, is the 5th largest consulting/brokerage insurance firm in the U.S., 5th largest in the world with a reputation for delivering fresh approaches to managing and financing risk. Our size and experience working with the worldÓs leading insurance companies allows us to achieve unmatched outcomes for our clients. McGriff is the Right Partner The MSW philosophy is simple: provide extraordinary client service and quality to partnered clients at a fair price. We eliminate layers of management by placing our clients at the top of our organizational chart and assigning the right team members to get the job done. City of Denton Client Service Team MSW views each client engagement as a partnership. In doing so, we have assembled a Service Team to specifically meet the needs of the City of Denton. The proposed Service Team for the City of Denton has over 50 years of combined experience with strong backgrounds working with public entities. We guarantee the staff named in this response will be assigned to the project. (see Section 10 for team biographies and licenses). Exceptional Knowledge and Depth MSW understands the businesses of Public Entity clients and has successfully built an invaluable network of market relationships to achieve optimal results for our clients. We currently work with hundreds of clients in varying risk management capacities. Sample clients include: City of Bryan, City of Garland, City of Mesquite, Town of Flower Mound, Bexar County , and Town of Little Elm to name a few. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Cover Letter Creating Value for the City of Denton MSW creates value for our clients through development of innovative strategies that: offer the most financially advantageous terms. offer the best programs. eliminate inefficiencies. create immediate and long-term value. Proposed Scope of Services MSW will continue to provide the City of Denton with comprehensive professional services as outlined in Section the RFP. Closing Cover Letter We value the opportunity to continue our relationship with the City of Denton and look forward to our future partnership. We are confident in our ability to create immediate and long-term value for the City of Denton and are prepared to put our collective talent and resources to work for you. Should you have any questions, please do not hesitate to contact me at 469-232-2188 or sgibbs@mcgriff.com. Sincerely, Scott Gibbs Senior Vice President Enclosure DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Pricing Sheet Pricing Sheet DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Pricing Sheet Pricing Sheet DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Cover Letter Solicitation Checklist DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Solicitation Checklist DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Business Questionn Business Questionnaire Business Questionnaire Business Questionnaire DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Business Questionnaire 1. Contract Information (for formal contracting purposes): The following information will be used to write a contract, should your firm be selected for award. FirmÓs Legal Name: McGriff, Seibels & Williams Address: 5080 Spectrum Dr., Ste. 900E, Addison, TX 75001 Agent Authorized to sign contract (Name): Scott Gibbs AgentÓs email address: sgibbs@mcgriff.com 2. Subsidiary of: BB&T 3. Organization Class (circle): Partnership Corporation Individual Association 4. Tax Payer ID#: 76-0326905 5. Date Established: 1999 6. Historically Underutilized Business: Yes or No 7. Does your company have an established physical presence in the State of Texas, or the City of Denton? Yes or No, in which? MSW has an established physical presence in the State of Texas, and the City of Denton 8. Please provide a detailed listing of all products and/or services that your company provides. MSW does not offer any proprietary products where our objectivity could be clouded. Our uniqueness is based on our proprietary service delivery platform. While we have private labeled solutions integrated throughout the platform, we remain completely independent by working with existing vendors or conducting comprehensive RFPs to identify the best in class solution for our clients. Additionally, MSW is not compensated by any of the solutions integrated into our platform without prior approval from the client. 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. (Notice: Failure to disclose this information during proposal submission, and later discovered, may result in contract termination at the OwnerÓs option.) SW has not 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. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Business Questionnaire 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. MSW has never defaulted on or failed to complete a contract under your current company name or any other company name. 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). MSW Dallas Benefits office has only had one contract terminated by the owner. Harlandale ISD in San Antonio terminated their contract with MSW due to a change in school board politics. Elizabeth Guajardo Benefits Administrator 210-989-4420 12. Has your company implemented an Employee Health and Safety Program compliant with 29 CFR 1910 ÐGeneral Industry StandardsÑ and/or 29 CFR 1926 ÐGeneral Construction StandardsÑ as they apply to your CompanyÓs customary activities? http://www.osha.gov/pls/oshaweb/owasrch.search_form?p_doc_type=STANDARDS&p_toc _level=1&p_keyvalue=1926 MSW has implemented an Employee Health and Safety Program compliant with 29 CFR 1910 ÐGeneral Industry StandardsÑ 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 biddersÓ state. In order to make this determination, please provide the name, address and phone number of: a. Responding firms principle place of business: Addison, TX b. CompanyÓs majority owner principle place of business: Birmingham, AL c. Ultimate Parent CompanyÓs principle place of business: BB&T, Winston-Salem, NC 14. Provide details to support the evaluation criteria, including experience and delivery. McGriff, Seibels & Williams is excited about the opportunity of continuing our partnership with City of Denton in the administration of your employee benefit health and welfare plans. Scott Gibbs will continue to be the lead consultant on the City of Denton account. He holds a Life and Health Insurance CounselorÓs License and also holds the certification of Certified Government Benefits Administrator through State and Local Government Benefits Association. (SALGBA) SALGBA is one of the DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Business Questionnaire largest professional organizations providing government entities with educational and collaborative support. In addition, Scott also serve on the Board of SALGBA and currently work with over 20 different public entity clients providing creative solutions for their benefit plan needs. Sandy Brown will continue to be the lead Account Executive on the City of DentonÓs account. Sandy has been with MSW for over 13 years and focuses primarily on clients in the public entity arena. Sandy provides expertise in helping public entity clients develop creative solutions surrounding their health and welfare benefit programs. Kristen Ramos will continue to provide additional customer service support to the City of Den tonÓs account. Kristen has been with MSW for over 3 years and will assist Sandy with any day-to-day customer service issues. Mike McAbee will continue to be the Financial Analyst assigned to the account. Mike has been with MSW for over 4 years and provides all custom reporting and data analytics to our public entity accounts. MSWÓs extensive experience with Public Entity business differentiates us from our competition. The Dallas MSW benefit office has worked with public entity clients since the inception of the office in 1999. MSW understands the business of public entity clients and has successfully built an invaluable network of relationships within the industry to meet each of our public entity clientÓs specific needs. The Dallas MSW benefits office currently provides health and welfare consulting services to over 30 municipal governments representing approximately 45,000 employees. MSWÓs municipal government clients range in size from 50 to 10,000 employees. 15. Provide details on how firm meets the minimum qualifications stated in this Main document Section 3. a. The details must be completed on this form, and shall not point to another document in the respondentÓs proposal. b. Sign below and return form with final submission. MSWÓs extensive experi ence with Public Entity business differentiates us from our competition. The Dallas MSW benefit office has worked with public entity clients since the inception of the office in 1999. MSW understands the business of public entity clients and has successfully built an invaluable network of relationships within the industry to meet each of our public entity clientÓs specific needs. The Dallas MSW benefits office currently provides health and welfare consulting services to over 30 municipal governments representing approximately 45,000 employees. MSWÓs municipal government clients range in size from 50 to 10,000 employees. Five (5) references from governmental entities for the products or services requested. The City prefers references from municipalities of similar size. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Business Questionnaire CITY OF BRYAN Scope of Service Includes, but are not limited to: Full consulting brokerage service on all products Complete plan administration Complete financial evaluation Daily service all lines of coverage Negotiation of stringent performance guarantees Market all lines of coverage Vendor issue resolution Update industry trends and legislative changes Reviewed employee communication materials Negotiate final renewal numbers Year Performed October 2000 to Present Contact Information Cindy Kirk Risk Manager 300 S. Texas #213 Bryan, TX 77803 (979) 209-5054 ckirk@bryantx.gov 800 active employees CITY OF GARLAND Scope of Service Includes, but are not limited to: Full consulting brokerage service on all products Complete plan administration Evaluate performance of all plans Market each lines of coverage Daily service all lines of coverage Implement new life policy saving 35% Implement new pharmacy contract Assist in all employee enrollment meetings Create all marketing materials for employee communications Negotiate all renewals Year Performed October 1999 to Present Contact Information Pricilla Wilson Senior Managing Director 200 North Fifth Garland, TX 75040 (972) 205-2476 pwilson@garlandtx.gov 1,950 active employees, 500 retirees DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Business Questionnaire CITY OF MESQUITE Scope of Service Includes, but are not limited to: Full consulting brokerage service on all products Complete plan administration Evaluate performance of all plans Market each lines of coverage Daily service all lines of coverage Assist in employee enrollment meetings Create all marketing materials for employee communications Negotiate all renewals Year Performed 2014 to Present Contact Information Rick French Human Resourse Director 1515 North Galloway Avenue Mesquite, TX 75149 (972) 216-6399 rfrench@cityofmesquite.com 1,125 active employees, 170 retirees TOWN OF FLOWER MOUND Scope of Service Includes, but are not limited to: Full consulting brokerage service on all products Complete plan administration Evaluate performance of all plans Market all lines of coverage Daily service all lines of coverage Assist in all employee enrollment meetings Negotiate all renewals Vendor issue resolution Update on industry trends and legislative changes Year Performed January 2007 to Present Contact Information Lynda Bolitho Director of Human Resources 2121 Cross Timbers Rd. Flower Mound, TX 75028 (972) 874-6015 Lynda.bolitho@flower-mound.com 400 active employees DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Business Questionnaire BEXAR COUNTY Scope of Service Includes, but are not limited to: Full consulting brokerage service on all products Complete plan administration Complete financial evaluation Developed self-funded HMO plan Daily service all lines of coverage Negotiation of stringent performance guarantees Assist in transfer of eligibility feeds Assist in employee enrollment Reviewed employee communication materials Negotiate final renewal numbers Year Performed October 2002 to Present Contact Information Janet Guadarrama Director of Human Resources 211 South Flores San Antonio, TX 78204 (210) 335-2049 janet.guadarrama@Bexar.org 4,000 active employees, 500 retirees TOWN OF LITTLE ELM Scope of Service Includes, but are not limited to: Full consulting brokerage service on multiple products Evaluate performance of plans Market lines of coverage Daily service of lines of coverage Assist in all employee enrollment meetings Develop employee open enrollment communication Negotiate renewals Vendor issue resolution Update on industry trends and legislative changes Provide updates on industry trends and Healthcare Reform legislation Year Performed October 2008 to Present Contact Information Dee Dee Hale HR Director 100 W. Eldorado Pkwy. Little Elm, TX 75068 (214) 975-0410 dhale@littleelm.org 200 active employees DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Business Questionnaire Respondent company and key staff working on the City of DentonÓs account must possess the Life and Health Insurance Counselor's license through the Texas Department of Insurance. Scott Gibbs holds both his Life & Health License and General lines. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Business Questionnaire The responding individual or business must be registered in the State of Texas, or the County of Denton, to provide the products or services required in the solicitation, and the individual or business must have all licensure required by the State to provide any services required under this contact. MSW and all key staff members assigned to City of Denton are all licensed in the State of Texas to provide the products or services required in the solicitation and to provide any services required under this contact. I certify that our firm meets the minimum qualifications as stated in this Main document, Section 3. _______________________ McGriff, Seibels & Williams 3-10-16 Signature Company Date DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Supplemental Questionnaire Attachment A Supplemental Questionnaire 16. FIRM OVERVIEW: Proposer is requested to define the overall structure of the Firm to include the following: a. A descriptive background of ProposerÓs history b. State its principal business location and any other service locations, including the primary office servicing the City c. State its primary line of business d. State how long it has been providing services as described herein e. State how many states other than Texas, where services are in use McGriff, Seibels & Williams, Inc. (MSW) was formed on August 4, 1982 when the firms of McGriff & Seibels, Inc and Molton, Allen & Williams Insurance Corporation merged. Both of the original firms were founded before the turn-of-the-century. In January of 2004, BB&T Corporation acquired MSW forming the sixth largest insurance broker/consulting firm in the nation and seventh largest in the world. MSW continues to operate as a wholly-owned subsidiary of BB&T Insurance Services. As one of the most progressive insurance brokerage/consulting firms in the United States, MSW leads the way with innovative programs to protect our clientsÓ financial interests. MSW has over 90 employees specializing in employee benefits throughout the country. Our corporate office is located in Birmingham, AL and we have other offices located in Dallas, TX, Houston, TX, San Antonio, TX, St. Louis, MO, Portland, OR, New Orleans, LA and Atlanta, GA. The City of DentonÓs account will continue to be managed out of the Dallas office. The Dallas benefits practice consists of 12 employees managing client premiums in excessof $250,000,000. Please see Section 10 for McGriff, Seibels & Williams, Inc. overview for more detailed information regarding our organization. 17. State the organizationÓs experience, experience of the staff, and technical experience in providing these types of services. Proposed Project Team, Staff Qualification, Experience and Credentials MSW views each client engagement as a partnership. In doing so, we have assembled an experienced service team to continue to meet the needs of the City of Denton. The existing service team for the City has over 40 years of combined benefits experience with strong backgrounds working with Public Entity clients. The Dallas office currently works with over 20 Cities in the state of Texas and Oklahoma. The current service team works on roughly 7 accounts. In addition, the current service team has worked with the City of DentonÓs Risk DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Supplemental Questionnaire Management/Benefits Staff for the past eleven years acquiring an in-depth knowledge of the CityÓs current benefit structure, strategy and philosophy. The main broker/consultant assigned to the account will continue to be Scott Gibbs. Scott has over 18 years of experience in the benefits industry and will continue to be responsible for the technical consulting on the CityÓs account. Scott will hold ult imate accountability to ensure that a successful ÐpartnershipÑ continues to exist between MSW and the City. Sandy Brown will continue to be the Account Executive assigned to the CityÓs account. Sandy has over 18 years of experience in the benefits industry and will be responsible for continuing to provide ongoing day-to- day account management support as well as regular attendance at the monthly Employee Insurance Committee meetings. Kristen Ramos will provide additional support on an as needed basis. Kristen has over 4 years of experience in the benefits arena and will provide Scott with additional support. Please see Section 10 for Team BioÓs, Licenses and Organizational Chart MSW believes our ÐService PhilosophyÑ and overall experience consulting in the health and welfare arena continue to makes us a great fit for the City. Our service philosophy is that of a true partnership between MSW and the City in the administration of your health and welfare plans. MSW will continue to commit its entire b enefits staff to ensure the CityÓs health and welfare programs operate as effectively and efficiently as possible. Above all, our commitment to the City is to continue to deliver world class service and we believe this sets us apart from other firms. MSW has a proven track record with City and believe we should retained, because we truly understand the benefit culture at the City and will continue to bring great value based on our in-depth understanding of your organization and benefit objectives. KEY TEAM MEMBERS EXPERIENCE Each of these key team members brings a unique and vast amount of employee benefits knowledge and experience within private sector business. Scott Gibbs, Senior Vice President Î 18 years Sandy Brown, Vice President/Account Executive Î 18 years Kristen Ramos, Account Manager Î 4 years Mike McAbee, Assistant Vice President/Financial Analyst/Marketing Account Executive -18 years All key team members are available 24 hours a day to assist with any questions or issues. Although all members are available for assistance at any time, Scott Gibbs and Sandy Brown will be the primary contacts to City of Denton with regard to the day-to-day customer service/claims issues. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Supplemental Questionnaire 18. State level of organizational responsibility of key project staff members. Please see Section 10 for Team Bios and Licenses 19. Provide list of staff and certifications/licenses held by personnel to be assigned to the City should a contract be awarded. (Attached certifications/licenses) Please see Section 10 for Team Bios and Licenses 20. Please describe what sets your company apart from other consulting firms MSW believes our ÐService PhilosophyÑ and overall experience consulting in the health and welfare arena continue to makes us a great fit for the City. Our service philosophy is that of a true partnership between MSW and the City in the administration of your health and welfare plans. MSW will continue to commit its entire benefits staff to ensure the CityÓs health and welfare programs operate as effectively and efficiently as possible. Above all, our commitment to the City is to continue to deliver world class service and we believe this sets us apart from other firms. MSW has a proven track record with City and believe we should retained, because we truly understand the benefit culture at the City and will continue to bring great value based on our in-depth understanding of your organization and benefit objectives. 21. Describe how your firm establishes and monitors performance criteria for all vendors, carriers and contracts. MSW will provide consulting services on all aspects of your health and welfare plans. MSW monitors the performance of each carrier in a number of ways. MSW monitors carrier financials by accessing a number of different rating agencies including AM Best, Standard & Poors and Fitch. Financial ratings will be provided on a regular basis and are always included in any renewal reports delivered to the City. MSW monitors overall plan management by retrieving reports to evaluate the performance of carriersÓ network discounts, disease management programs, wellness programs, prescription drug programs and claims payment processes. MSW will implement performance guarantees around timely claims payment processing, customer service, and network discounts with an overall financial penalty to carriers for failure to achieve adequate results. In addition, MSW will review all contracts and summary plan descriptions on an annual basis to ensure compliance with all state and federal mandates. 22. Describe your firmÓs marketplace leverage in negotiating with carriers in regard to rates, policy terms and plan design. As an independent consultant/broker MSW maintains an excellent relationship with all health and welfare vendors. MSW views vendor relationships as a true partnership. MSW does not take an adversarial or confrontational role during renewal negotiations with vendors. It is this partnership approach that allows MSW to negotiate aggressively in a positive manner with vendors while always protecting DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Supplemental Questionnaire the interest and integrity of our clients. We believe most vendors would rate their relationship with MSW as extremely positive. MSW realizes the importance of monitoring the CityÓs historical and current claim trends and comparing them to industry standards. Therefore MSW has developed customized client reports to help track client specific claim trends. These reports provide much needed information that is utilized to make recommended plan design changes at annual enrollment. MSW realizes each clientÓs r eporting needs are unique. Therefore, we will develop customized reports to meet the specific needs of the City. These reports can be provided monthly, quarterly, semi-annually or annually. 23. Provide information on litigation pertaining to your role as a benefit consultant over the last three (3) years. The Dallas MSW benefit office has not been involved in any litigation since the inception of the office in 1999. 24. Provide information on client turnover for your firmÓs benefit consulting division over the past three (3) years. MSW has had six clients discontinue consulting services in the past three years. Four of these left to continue a relationship with a former MSW employee. Two of these clients were acquired by larger organizations. 25. Provide information on any National, State or local industry professional associations to which your company belongs, and your involvement with each. MSW actively participates in several different national associations. MSW participates from both a corporate and employee level. Many MSW employees have served or are currently serving as board members or officers of these associations. Scott Gibbs is currently a non-associate Board Member for State and Local Government Benefits Association. (SALGBA) Also, MSW employees serve as guest speakers at many of these associationÓs national conferences. MSW believes that participation in these associations is vital as it helps us better understand the day- to-day challenges facing our clients and better equips to meet their specific needs. Some of the associations with which MSW currently participates are the Public Risk Management Association (PRIMA), State and Local Government Benefits Association (SALGBA) and Texas Municipal Human Resources Association. (TMHRA). 26. Discuss your technological abilities to provide communication in various forms (i.e., websites, printed materials, enrollment, etc.). MSW works with each individual client to create and develop a custom communications strategy that achieves the goals of that organization. MSW will work with City staff to develop valuable employee communication pieces such as DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Supplemental Questionnaire annual enrollment guides, payroll stuffers on such issues as wellness, generic drug usage and blood donation. MSW has extensive experience in advising clients on major communication projects such as open enrollment. MSW will work with each individual client to design a program that meets that clientÓs specific needs. MSW will work with City staff to develop a communications timeline for open enrollment. This timeline can include such items as introduction letters, frequently asked questions, benefit statements, customized enrollment forms and annual benefit guides. MSW will work with each individual client to create each custom communication piece. Please see Section 10 for Sample of communication materials. 27. Are there any restrictions or pending reviews by Federal or State authorities for non- compliance with Federal or State regulations? If yes, please explain. No. 28. Has any party brought legal action against the organization during the past three (3) years? If yes, please explain. No. 29. Have you made any claims against the City in the past three (3) years? If yes, what was the outcome/status? No. 30. Please include a detailed explanation of services offered, as they relate to the CityÓs ÐOutline of Expected ServicesÑ provided in Exhibit 3, and your recommended approach to addressing the CityÓs needs. SCOPE OF SERVICE MSW is prepared to provide the City of Denton with the requested Scope of Service as outlined in the Request For Proposal. MSW will provide all expected services identified in RFP#6063 utilizing the following six phases: Health & Welfare Phase I Establish the Baseline Phase II Identify Alternatives Phase III Finalize Benefits Strategy Phase IV RFP and Vendor(s) Selection Phase V Implementation Assistance Phase VI Service/Ongoing Monitoring DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Supplemental Questionnaire EXPERIENCE AND INFORMATION ON PERSONNEL TO BE ASSIGNED Key team members will be responsible for specific phases of Proposed Scope of Services: Health & Welfare Scott Gibbs Î Senior Vice President/Producer Phase I Î Establish the Baseline Phase II Î Identify alternatives Phase III Î Finalize Benefits Strategy Phase IV Î RFP and Vendor(s) Selection Phase V Î Implementation Assistance Phase VI Î Service/Ongoing Monitoring Sandy Brown Î Vice President/Account Executive; Kristen Ramos - Account Manager Phase V Î Implementation Assistance Phase VI Î Service/Ongoing Monitoring HEALTH AND WELFARE Phase I Establish the Baseline Per employee cost will be evaluated to determine each groups specific trend rate. Current plan designs will be evaluated to determine their effectiveness. Any existing carve-out plans will be evaluated to determine their effectiveness at controlling cost through utilization management and contracting discounts. Existing networks will be evaluated to determine if they offer appropriate discounts and access. Each groups employer / employee cost sharing will be evaluated based upon the total employee contribution. Administrative procedures and plan design will be reviewed to identify inefficiencies. A status quo cost projection will be developed that will identify total plan costs. The cost projection will serve as a baseline for evaluating alternatives. Comprehensive review of existing Cafeteria plans. Comprehensive review of Prescription Drug programs. Phase II Identify Alternatives Alternatives to the current strategy Alternatives to plan design Alternatives in networks Alternatives in Funding Methodology Alternatives in Carve-Out programs Benefit packaging strategies evaluated Cost savings projections DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Supplemental Questionnaire Phase III Finalize Benefits Strategy Determine goals and objectives for plan costs, cash flow, risk tolerance, provider access, employee cost sharing, administration, quality of service and quality of care. Establish budget projections. Develop an implementation pl an that meets the City of DentonÓs goals and objectives and is sensitive to the City of DentonÓs resources, both internal and external. Phase IV RFP and Vendor(s) Selection Request and compile data for the RFP. Custom RFP will be developed based on the City of DentonÓs strategy. MSW and the City of Denton will select vendors to receive the RFP. MSW will facilitate the RFP process, including responding to vendorsÓ questions and provide update information to bidders. All RFP responses will be reviewed and a comprehensive report will be delivered to the City of Denton that evaluates how well the proposing vendors meet the goals and objectives of the City of Denton. Finalists selected jointly by MSW and the City of Denton. A finalistsÓ process and final negot iation strategy will be developed that will include presentations, site visits, etc. Phase V Implementation Assistance Phase VI Servicing / Ongoing Monitoring DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Supplemental Questionnaire TIMELINE Business Questionnaire ProjectedCompletion Responsibility DateDate PHASE I Î Establish the Baseline MSW/ meets TBD TBD City of Denton PHASE II Î Identify Alternatives MSW/ TBD TBD City of Denton PHASE III Î Finalize Benefits Strategy MSW/ TBD TBD City of Denton PHASEIV Î RFP and Vendor(s) Selection/Renewal Negotiations MSW/ TBD TBD City of Denton PHASE V Î Implementation Assistance Begins with Carrier MSW TBD Selection Î Ongoing PHASE VI Î Servicing/Ongoing Monitoring Begins with Carrier MSW TBD Selection Î Ongoing REQUIREMENTS OF THE CITY OF DENTON Help facilitate data collection including, but not limited to: Historical Claims Experience Current Census Demographics Utilization Reports Current Contribution Strategies Underwriting Assumptions / Renewal Letters Schedule of Rates, Fees, Attachment Points DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Staff and Exper Exception Form DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Exception Form DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Safety Record DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Safety Record Safety Record not applicable to MSW DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Staff and Experience Î Resume References DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F References Safety Record DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F References Safety Record References DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F References CITY OF BRYAN Scope of Service Includes, but are not limited to: Full consulting brokerage service on all products Complete plan administration Complete financial evaluation Daily service all lines of coverage Negotiation of stringent performance guarantees Market all lines of coverage Vendor issue resolution Update industry trends and legislative changes Reviewed employee communication materials Negotiate final renewal numbers Year Performed October 2000 to Present Contact Information Cindy Kirk Risk Manager 300 S. Texas #213 Bryan, TX 77803 (979) 209-5054 ckirk@bryantx.gov 800 active employees CITY OF GARLAND Scope of Service Includes, but are not limited to: Full consulting brokerage service on all products Complete plan administration Evaluate performance of all plans Market each lines of coverage Daily service all lines of coverage Implement new life policy saving 35% Implement new pharmacy contract Assist in all employee enrollment meetings Create all marketing materials for employee communications Negotiate all renewals Year Performed October 1999 to Present Contact Information Pricilla Wilson Senior Managing Director 200 North Fifth Garland, TX 75040 (972) 205-2476 pwilson@garlandtx.gov 1,950 active employees, 500 retirees DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F References CITY OF MESQUITE Scope of Service Includes, but are not limited to: Full consulting brokerage service on all products Complete plan administration Evaluate performance of all plans Market each lines of coverage Daily service all lines of coverage Assist in employee enrollment meetings Create all marketing materials for employee communications Negotiate all renewals Year Performed 2014 to Present Contact Information Rick French Human Resourse Director 1515 North Galloway Avenue Mesquite, TX 75149 (972) 216-6399 rfrench@cityofmesquite.com 1,125 active employees, 170 retirees TOWN OF FLOWER MOUND Scope of Service Includes, but are not limited to: Full consulting brokerage service on all products Complete plan administration Evaluate performance of all plans Market all lines of coverage Daily service all lines of coverage Assist in all employee enrollment meetings Negotiate all renewals Vendor issue resolution Update on industry trends and legislative changes Year Performed January 2007 to Present Contact Information Lynda Bolitho Director of Human Resources 2121 Cross Timbers Rd. Flower Mound, TX 75028 (972) 874-6015 Lynda.bolitho@flower-mound.com 400 active employees DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F References BEXAR COUNTY Scope of Service Includes, but are not limited to: Full consulting brokerage service on all products Complete plan administration Complete financial evaluation Developed self-funded HMO plan Daily service all lines of coverage Negotiation of stringent performance guarantees Assist in transfer of eligibility feeds Assist in employee enrollment Reviewed employee communication materials Negotiate final renewal numbers Year Performed October 2002 to Present Contact Information Janet Guadarrama Director of Human Resources 211 South Flores San Antonio, TX 78204 (210) 335-2049 janet.guadarrama@Bexar.org 4,000 active employees, 500 retirees TOWN OF LITTLE ELM Scope of Service Includes, but are not limited to: Full consulting brokerage service on multiple products Evaluate performance of plans Market lines of coverage Daily service of lines of coverage Assist in all employee enrollment meetings Develop employee open enrollment communication Negotiate renewals Vendor issue resolution Update on industry trends and legislative changes Provide updates on industry trends and Healthcare Reform legislation Year Performed October 2008 to Present Contact Information Dee Dee Hale HR Director 100 W. Eldorado Pkwy. Little Elm, TX 75068 (214) 975-0410 dhale@littleelm.org 200 active employees DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Conflict of Interest DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Conflict of Interest Conflict of Interest Conflict of Interest DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Acknowledgement Signed Acknowledgement DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Acknowledgement Appendices DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Team Bios and Licenses DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Sandy Brown Scott Gibbs Vice President/ Account Executive Senior Vice President/Producer SHDR Mike McAbee Assistant Vice President/ Kristen Ramos Stanley, Hunt, Financial Analys/ Account Manager Dupree & Rhine Marketing Account Executive Actuary/Compliance Summary Summary Summary DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Scott Gibbs Senior Vice President 18 Yrs. Experience: 14 Yrs. With MSW: Bachelor of Arts in Sociology, Baylor University Education: Master of Science in Health Care Administration, Trinity University Texas General Agent Licenses / Certifications: Texas Life, Accident, Health & HMO Texas Life & Health Insurance Counselor Non-Resident Life & Health License in Multiple States Servicing all health and welfare benefits plans for large employers Areas of Expertise: Long term strategic planning with employers allowing them to develop an overall corporate benefits plan that is consistent with the companyÓs future goals and budget Evaluating carrier underwriting on both fully-insured and self-funded plans Evaluating risk and funding arrangements for both new business and renewals Evaluating provider network access and discounts Texas Public Risk Management Association (Texas PRIMA) Memberships / Associations: State and Local Government Benefit Association (SALGBA) National area of Health Underwriters Texas area of Health Underwriters Society for Human Resource Management (SHRM) International Foundation of Employee Benefit Plans (IFEBP) 15 year veteran of the insurance industry with Benefits focus Career Highlights/ Effectively manages Insured and Self-Insured Benefits Programs for over Accomplishments: 20 employer groups nationwide Featured Speaker at Texas PRIMA Conference Featured Speaker at Heart of Texas SHRM Conference President, Board of Directors, Earning by Learning of Dallas Associate Board Member SALGBA (State and Local Government Benefits Association) McGriff, Seibels & Williams of Texas, Inc. 2002 - Present SeniorVice President Benefit Partners 2000-2002 Principal Experience History: Humana 1999-2000 Sales Manager AmeriHealth 1998-1999 Account Executive DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Sandy Brown Vice President 18 Yrs. Experience: 14 Yrs. With MSW: Bachelor of Science in Human Relations & Business, Amberton Education: University General Lines Agent, Life, Accident, Health and HMO Licenses / Certifications: Development and evaluation of marketing specifications for Areas of Expertise: employee benefit plans, including medical, dental, vision, life, AD & D, disability, COBRA, HIPAA, cafeteria plans and retirement plans Attending planning sessions with employers to develop benefit programs Comprehensive account service, including problem solving and liaison with various vendors for benefit administration Creating of employee communication materials and conducting employee enrollment meetings Desktop publishing projects for our clients Researching and responding to customer inquiries regarding their perspective health and welfare benefits plans Troubleshooting employee/dependent claim issues Dallas Association of Health Underwriters Memberships/Associations: Texas Association of Health Underwriters National Association of Health Underwriters Career Highlights/ Young Agent Leader for Dallas Association of Health Underwriters Accomplishments: Social Committee Leader for Dallas Association of Health Underwriters McGriff, Seibels & Williams of Texas, Inc. 2002 - Present Vice President/Account Executive Lockton Dunning Benefit Company 1999 - 2002 Experience History: Administrative Assistant Prudential HealthCare 1998 - 1999 Proposal Technician DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Staff and Experience Î License Appendices DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Kristen Ramos Account Manger 4+ Yrs. Experience: 4 Yrs. With MSW: Texas Tech University Education: General Lines Agent, Life, Accident, Health and HMO Licenses / Certifications: Health and Ancillary Marketing Areas of Expertise: Proposal comparisons Small group account management McGriff, Seibels & Williams of Texas, Inc. 2012 - Present Benefits Consultant Experience History: The Dallas Morning News 2010 Î 2012 Sales and Marketing Consultant Appendices Team Bios and Licenses DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Appendices Team Bios and Licenses DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Mike McAbee Assistant Vice President/Financial Analyst/Account Executive 18 Yrs. Experience: 5 Yrs. With MSW: University of Texas at Austin Education: General Lines Agent, Life, Accident, Health and HMO Licenses / Certifications: Tracking and analysis of benefit plan performance Plan modeling Proposal comparison and analysis Areas of Expertise: Benefits administration, including transfer of eligibility data to vendors Benefit plan implementation McGriff, Seibels & Williams of Texas, Inc. 2011 - Present Assistant Vice President/Financial Analyst/Marketing Account Executive Benefit Harbor, LLC. 2007 - 2008 Experience History: Manager of Administrative Services Willis of Texas, Inc. 1998 Î 2007 Senior Systems Analyst/Account Manager Appendices DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F EXHIBIT 3 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F EXHIBIT 3 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F McGriff Corporate Overview McGriff was founded in 1886. After 100 years of independent ownership and operation McGriff elected to partner with BB&T Insurance Services (BBIS), becoming a wholly-owned subsidiary of BB&T Corporation in 2004. BBIS operates as a subsidiary of Branch Banking & Trust (BB&T) of Winston-Salem, North Carolina, one of the top performing financial holding companies. With the backing of ƚƓĻ ƚŅ ƷŷĻ ƓğƷźƚƓƭ ƌğƩŭĻƭƷ ŅźƓğƓĭźğƌ aĭDƩźŅŅ ƚƦĻƩğƷĻƭ ğƭ ğ ǞŷƚƌƌǤΏƚǞƓĻķ ƭǒĬƭźķźğƩǤ ƚŅ ŷƚƌķźƓŭ ĭƚƒƦğƓźĻƭ ğƓķ ƚǝĻƩ υЊББ . źƓ ğƭƭĻƷƭ ğƓķ ..L{ ğƓķ ŷğƭ ƚǝĻƩ АЎЉ ĻƒƦƌƚǤĻĻƭ ƌƚĭğƷĻķ źƓ ƚŅŅźĭĻƭ ğĭƩƚƭƭ ƷŷĻ ƓźƷĻķ {ƷğƷĻƭʹ ƒğƩƉĻƷ ĭğƦźƷğƌźǩğƷźƚƓ ƚŅ υЋБ͵Ѝ .Ͳ ğƭ ƚŅ WǒƓĻ ЌЉͲ ЋЉЊЍ͵ McGriff has the platform and resources to expand its operations nationally and globally. We are a flat organization staffed with employees that are first and foremost in the insurance business, regardless of leadership level obtained. We operate with a minimum of bureaucracy -- each group is geared to respond immediately to customer requests. Some of our highlights include: Α Over 750 employees MSW Office Locations Α Boutique firm with niche specialties Atlanta, GA New Orleans, LA Α 5 Divisions within McGriff: Birmingham, AL New York, NY Commercial Accounts, Energy & Caruthersville, MO Portland, OR Marine, Financial Services, Surety and Charlotte, NC San Antonio, TX Employee Benefits Dallas, TX Seattle, WA Α A Different Approach - Flat organizational structure that supports Denver, CO St. Louis, MO high level client focused service Houston, TX Α No profit center mentality 1 EXHIBIT 3 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F McGriff Corporate Overview RANKING BROKER BROKERAGE REVENUES 1. 1 Marsh & McLennan Cos. Inc.$5,834,700,000 2. 2 Aon P.L.C.$5,811,186,500 3. 3 Arthur J. Gallagher & Co.$2,400,400,000 BB&T 4. 4 Willis Group Holdings P.L.C.$1,732,820,000 INSURANCE SERVICES / McGRIFF 5. MSW/BB&T Insurance Holdings Inc.5$1,713,527,200 TH RANKS 5 AMONG Brown & Brown Inc.$1,567,459,943 6. 6 BROKERS WORLDWIDE Wells Fargo Insurance Services USA Inc. $1,298,884,000 7. 7 USI Holdings Corp.$912,890,811 8. 8 Lockton Cos. L.L.C.$910,572,960 9. 9 Hub International Ltd.$907,065,600 10. Ranked by 2014 total revenues Revenues are expressed in U.S. dollars. Currency conversion is as of December 31, 2014. Source: .ǒƭźƓĻƭƭ LƓƭǒƩğƓĭĻͲ 2015 Source: .ǒƭźƓĻƭƭ LƓƭǒƩğƓĭĻͲ .L {ǒƩǝĻǤͲ July 15, 2013 2 EXHIBIT 3 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Value Proposition aĭDƩźŅŅ 5źƭƷźƓŭǒźƭŷĻƭ LƷƭĻƌŅ LƓ ŷĻ CƚƌƌƚǞźƓŭ ğǤƭ: Θ/ƚƓƷźƓǒźƷǤ Α Low senior management turnover Α bƚ wLCƭ Θ wĻƭƦƚƓƭźǝĻƓĻƭƭ Α We try to be proactive in all we do and respond immediately to all client request. Θ/ƩĻğƷźǝźƷǤ Α We are willing to explore alternatives, bring innovative thinking into every renewal undertaking, and help achieve risk management objectives by not ğƌǞğǤƭ ǒƭźƓŭ ͻźƓƭǒƩğƓĭĻͼ ğƭ ƷŷĻ ƚƓƌǤ ƭƚƌǒƷźon. Our stated goal is to rewrite your account every year, not just renew. Θ bźĭŷĻ 9ǣƦĻƩźĻƓĭĻ Α Highly experienced Service Team members Θ/ƚƒƒźƷƒĻƓƷ Α {ĻǝĻƩğƌ ƚŅ aĭDƩźŅŅƭ ƒƚƭƷ ƭĻƓźƚƩ ƦƩƚŅessionals to serve an active role on your Account Service Team Θ 5ĻƦƷŷ ƚŅ hǒƩ .ĻƓĭŷ Α In all areas of required service and support for Risk Management activities. Θ ağƩƉĻƷ wĻƌğƷźƚƓƭŷźƦƭ Α Longstanding, trusted relationships with senior members in the premier markets helps us negotiate the coverage enhancements and claims resolution successes that our clients have come to know and expect Θ tĻƩŅƚƩƒğƓĭĻ Α McGriff credits its growth to its staff and their outstanding reputation for innovative solutions and to the client-centered model that keeps the entire McGriff team accountable to the client directly. Θ/ƚƒƦĻƓƭğƷźƚƓ {ƷƩǒĭƷǒƩĻ Α Leads to accountability of Account Team 3 EXHIBIT 3 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F aĭDƩźŅŅƭ Commitment to Service Θͻ.Ļ ƷŷĻƩĻͼ ǞźƷŷ ķĻķźĭğƷĻķ ĭƌğźƒƭ ƒğƓğŭĻƒĻƓƷ ğƓķ ķĻƭźŭƓğƷĻķ ĭƌğźƒƭ ğķǝƚĭğƷĻƭ Α when you need us most Θ Assist with claims management to minimize costs, leveraging experience in handling some of the industries largest and most complex claims Θ Recommend solutions to eliminate obstacles and overcome challenges Θ Keep clients informed of significant changes and trends in the insurance marketplace Θ Offer risk management consulting services that are proven to lower loss costs Θ Provide a holistic view of risk for our client and their companies Θ Focus on reducing total cost of risk including premium, claims and collateral Θ Implement innovative risk control programs to help our clients avoid costly claims. Θ Evaluate programs for adequacy and effectiveness. Θ Assist in the development or enhancement of risk control programs, training modules and manuals that significantly reduce frequency and severity of injury Θ Monitor compliance with written procedures, identifying compliance problems, and initiating corrective action 4 EXHIBIT 3 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Why McGriff? Θ Our People Α Tenaciously hungry for improvement, our people are committed to performing at the highest level with the utmost integrity. LƷƭ simple - we do what we say ǞĻƩĻ going to do when we say ǞĻƩĻ going to do it. Α Sense of Urgency Α We respond to any request within the day received at a minimum. Whether we have an immediate answer or not, we will advise you of where we stand and when you will have an answer or the information you are requesting. Barring any outside uncontrollable issues and/or influences, certificates are issued the same day and within our 24 hour guaranteed response time. Α Technical Expertise Α All members possess the technical skills and knowledge to handle your account. This benefits our clients because we do not have to go outside our team to access another associate in another office for assistance in placing or negotiating any part of your current program. We respond with the technical expertise you need in Atlanta. Θ Our Optimal Size and Service Α From an organizational standpoint, McGriff is better positioned to serve your organization. We are large enough to have a significant depth of resources and substantial market clout, but still small enough to provide the best personalized service. By being a national provider with a flat organizational structure, we have more flexibility and empowered employees that allow us to adapt to the dynamic needs of your company. This allows us to function as your risk management department, freeing up your time. 5 EXHIBIT 3 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Why McGriff? Θ Our Market Relationships Α We have longstanding, trusted relationships with senior members in the insurance industry. These relationships help us negotiate the coverage enhancements and claims resolution successes that our clients have come to know and expect. Θ Our Services Α We deliberately intertwine our legal, loss control, and claims advocacy teams in order to provide synergies to benefit you. As claims arise, your McGriff Claim Advocates will protect your interest, ensuring an efficient, fair settlement from the insurance company. In response to the claim, our loss control team works to prevent the specific loss from happening again. Lastly, the legal team will proactively manuscript policy language to make sure that this type of loss is covered going forward. Θ Our Creativity Α We are willing to explore alternatives, bring innovative thinking into every renewal undertaking, and help achieve risk management objectives by not always using ͻźƓƭǒƩğƓĭĻͼ as the only solution. Our stated goal is to rewrite your account every year, not just renew. We have already noted numerous coverage enhancements and ideas that are outlined the in coverage review in the appendix. Θ Our Accountability Α Each team member is held accountable for the level of service they provide to your team. We do not hand off your account to another associate within our company that may be in another location and that has no relationship or accountability to you. Your McGriff team members will work on all aspects of your program. Unlike other firms where the sales team is the only one that profits from obtaining business, every McGriff team ƒĻƒĬĻƩƭ compensation is determined by client satisfaction. If we do not exceed your expectations, we insist that you hold back the fee portion as outlined previously. 6 EXHIBIT 3 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Our Mission Statement Α Employee Benefits Division tğƩƷƓĻƩ with client companies, on a ƦƩƚΏğĭƷźǝĻ basis, to ķĻǝĻƌƚƦ and źƒƦƌĻƒĻƓƷ cost efficient and ĻŅŅĻĭƷźǝĻ benefit programs. We will act as an extension of your HR/Benefits team by ķĻƌźǝĻƩźƓŭ an unsurpassed level of service, resources, and ƭƚƌǒƷźƚƓƭ that free up administrative time to allow Ņƚĭǒƭ on strategic planning. 7 EXHIBIT 3 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Employee Benefits Division 9ǣƦĻƩƷźƭĻ ŅƚƩ 9ǝĻƩǤ bĻĻķ With 150+ years of combined exƦĻƩźĻƓĭĻͲ aĭDƩźŅŅƭ 9ƒƦƌƚǤĻĻ .ĻƓĻŅźƷƭ 5źǝźƭźƚƓ ƭĻƩǝĻƭ ЊЏЉњ corporations, ranging in size from 50 to over 30,000 employees. Custom-tailored, cost effective solutions: Θ Retirement & Investment Planning Θ Health Θ Work/Life Θ Dental Θ Voluntary Benefit Program Θ Vision Θ Life & Disability With a client retention rate of over 96%, our clients/partners are our best source of referrals. You can trust that we have the expertise to help you. Θ Dedicated to Helping You Meet Your Benefits Objectives Θ Like a member of your own team, we help you reach your objectives. Θ We listen to you to design programs and services that meet your needs: Α Controlling health care costs Α Using health benefits to help attract and retain employees Α Saving time and money Α Improving employee morale and communication Α Managing financial and regulatory risks Α Keeping employees healthy and productive Α Securing the best solutions, pricing and service from health and benefit vendors Α Assisting with Federal and State compliance issues Α Simplifying benefits administration 8 EXHIBIT 3 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F aĭDƩźŅŅƭ 5ĻƷğźƌĻķ {ĻƩǝźĭĻ Commitment - Overview Θ Review of benefit Philosophy and goals to develop a two to four-year Strategy. Θ Complete Audit and Benchmarking of plans, contracts, benefit structure, plan designs, plan funding, rates, premiums, factors and employee contributions. Θ Negotiate and Analyze all renewals, conduct necessary marketing, analyze results & present recommendations. Θ Turnkey Communication Campaign - branded enrollment guides, graphic design, printing, distribution and consolidated enrollment forms; Employee benefits statements Θ Consumerism/HSA/HRA Program rollout - communication campaign strategy. Θ Benefit Management Systems - online enrollment, eligibility, bill auditing and uploadable files to vendors. Θ Manage Enrollment Process Α scheduling, meetings and train-the-trainer. Θ Create custom Financial Models and reporting to meet client reporting needs. Monthly or Quarterly and as needed meetings. Θ Local team approach service model focusing on claims resolution, billing, eligibility, etc. Θ Market and implement enhanced Disease Management and Wellness initiatives, health risk appraisals, biometric screenings and tobacco cessation programs. Conduct health fairs. 9 EXHIBIT 3 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Scope of Services - Employee Benefits Division Benefit Plan Management Θ Develop strategic plan for short-term and long-range goals and objectives Θ Assess current satisfaction with health & welfare program at both the employer and employee level Θ Review all contracts, SPDs & plan documents Θ Analyze & negotiate all renewals, large claims and claim trends, retention and inflation factors Θ Evaluate plan design alternatives & associated financial impact Θ Assess current funding mechanism and evaluate appropriateness Θ Evaluate core vs. voluntary offerings & determine if any coverage gaps exist Θ Perform due diligence prior to corporate acquisitions Carrier / Vendor Management Θ Review appropriateness and effectiveness of current vendor offerings Θ Conduct RFP/Marketing process, analyze results & present recommendations Θ Manage carrier/administrator responsiveness, deliverables, etc. Θ Establish and track vendor Performance Guarantees Θ Administration, network discounts, timing of claims payment, Prescription Carve Outs Θ Manage ancillary vendors for: COBRA administration, Flexible Spending Accounts, HSA/HRA, and Wellness and Disease management providers Θ Oversee Claim Audits and Dependent Eligibility Audits Reporting and Financial Analysis Θ Provided monthly claim, premium & enrollment, plan cost vs. budget reporting Θ Assimilate historical claims, premium & enrollment data to track plan trends Θ Quarterly meetings to discuss plan performance strategies Θ Analyze plan utilization to target plan design modification and educational opportunities Θ Contribution Modeling Θ Compare plan results to benchmarking data Θ Internal renewal projections beginning mid-year Θ Provide Employer/Employee contribution modeling Θ Calculate COBRA rates 1 0 EXHIBIT 3 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Scope of Services - Employee Benefits Division Communication Θ McGriff spearheads the development of employee communications Α Review of current employee communications process and development of annual communication plan Α Consistency of message is key Θ McGriff promotes multiple communication platforms Α Benefits Guides Α Online enrollment, education, and wellness resources Α Call Center and Face-to-Face meetings Θ Benefit Statements Α illustrates the ǝğƌǒĻ of the benefit package provided Θ Newsletters Α ƒƚƓƷŷƌǤ ͻ\[źǝĻ ĻƌƌͲ ƚƩƉ Ļƌƌͼ ĻƒƦƌƚǤĻĻ ƓĻǞƭƌĻƷƷĻƩ ƦƩƚƒƚƷĻƭ ŷĻğƌƷŷǤ lifestyles Θ Sample communication and enrollment materials included Claim & Problem Resolution Θ Dedicated Account Managers to provide assistance with resolution of claims, billing and service issues Θ Multiple points of contact within McGriff when issues arise Θ Dedicated corporate email address direct to McGriff Θ Billing and eligibility audits Θ COBRA Participant Issues Θ 24/7 call center Α Wallet size ID Cards with dedicated claim service line for employees Benefits Compliance & Regulatory Service Θ All relationships begin will a full compliance audit Θ Communicate all legislative changes/updates impacting the plan Θ Library of compliance materials available e (i.e., COBRA, FMLA, USERRA, etc.) Θ Signature-ready 5500 Tax Filings Θ HIPAA Privacy and Security Compliance Θ Free Legal Counsel - Ford & Harrison 1 1 EXHIBIT 3 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F HR/Benefit Tool Box McGriff offers value added services to support and streamline your Human Resources department. Our online tools and resources assist you with plan administration. We save you both time and money by answering questions, enrolling your employees, and helping them make important financial decisions. Over 500,000 employees currently utilize these powerful employee benefits tools and resources. Provides a reporting package that benchmarks your medical experience against similar employer plans based on region, industry and size. Employer internet portal for HR staff providing valuable resources such as benchmark surveys, compliance/legislative topics, employee newsletters, HR discussion forums, and downloadable articles. A state-of-the-art claims analysis system, the Decision Master Warehouse® software analyzes a ĭƚƒƦğƓǤƭ health insurance claims, looking for areas where changes can be made to cut costs. Provides web-basedelectronic enrollment and employee benefits administration software which enables employers and human resource professionals to eliminate paperwork and automate management of their complete benefits packages. 1 2 EXHIBIT 3 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Competitive Strategy ağƩƉĻƷƦƌğĭĻ DEFINED BENEFIT Basic Strategies Analysis and Diagnosis Plan Design Plan Design Θ Carrier renewal Θ Client budget Funding Contributions Θ Procurement options Θ Reaction-based management Vendors Vd REACTIVE MODEL DEFINED CONTRIBUTION Advanced Strategies a{Ή..ε Promote Consumer Analysis and Diagnosis Accountability ¤Business and HR priorities ¤Health improvement focus Employee Better Decision Behavior ¤Integrated solution Making Change ¤Metrics-based management Integrate Systems & Data Management PROACTIVE MODEL 1 3 EXHIBIT 3 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Our Benefit Solutions {ƷƩğƷĻŭźĻƭ ¤Best in Class Insurance Providers ¤Mass Customized Programs ¤Transparent Data ¤Robust Reporting Metrics ¤Leveraged Technology LƓźƷźğƷźǝĻƭ ¤Create Worksite Culture of Health ¤Provide Health Promotion & Wellness Incentives ¤Implement Behavior & Engagement Level Rewards ¤Expand Design Choices to Fit Individual Needs tƩƚĭĻƭƭĻƭ ¤Innovative Plan Design ¤Stakeholder Alignment ¤ER Commitments ¤Enterprise-Wide Solution ¤Population Management ğƩŭĻƷĻķ {ƚƌǒƷźƚƓƭ ¤Reduce Current Cost ¤Avoid Future Cost ¤Pool Employer Risk ¤Align EE Cost with Engagement Levels ¤Drive Positive Outcome for ER & EE 1 4 EXHIBIT 3 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Proactive Clinical Strategies ĻƌƌƓĻƭƭ tƩƚŭƩğƒ WELLNESS PROGRAMS WELLNESS PROGRAMS PR A Wellness Program seeks to engage employees, as well as family members, in their own health and promote healthy habits and behaviors, positively impact health plan claims and improve productivity and absenteeism. Θ McGriff will work to design, implement, communicate and track the results of a wellness program Θ Employee Wellness Surveys Θ Create Wellness Team(s) Α Members at various Locations and Levels ΑCƩźĻƓķƌǤ ĭƚƒƦĻƷźƷźƚƓƭ ƭǒĭŷ ğƭ ĻźŭŷƷ \[ƚƭƭΉͻ.źŭŭĻƭƷ \[ƚƭĻƩͼ ĭƚƓƷĻƭƷƭ Θ Incentives Α Premium discounts, HRA or HSA Contributions, gift cards, etc. Α Most effective incentives are LƒƒĻķźğƷĻ and /ƚƓĭƩĻƷĻ Θ Health Risk Appraisals Α Iw!ƭ Α9ƭƷğĬƌźƭŷ ğ ŭƩƚǒƦƭ ƚǝĻƩğƌƌ ŷĻğƌƷŷ ĬğƭĻƌźƓĻ Α Measure progress of health and behavior changes Θ Tobacco Cessation programs Θ IĻğƌƷŷ CğźƩ at client location Α Blood Pressure Screening Α Glucose testing Α Cholesterol Screening Α Nutritional Guidance Α Educational Information Α Body Mass Index 1 5 EXHIBIT 3 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Dallas Partial Client Listing /ƚƩƩźŭğƓ tƩƚƦĻƩƷźĻƭͲ LƓĭ͵ BEXARBEXAR COUNTY COUNTY 1 6 EXHIBIT 3 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Public Entity Client Listing BEXARBEXAR COUNTY COUNTY 1 7 EXHIBIT 3 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC Contract 6063 Exhibit F Private Sector Client Listing - Benefits 1 8 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F 2014 Annual Report DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F 14Annual Report CONSOLIDATED FINANCIAL HIGHLIGHTS BB&T Corporation and Subsidiaries (Dollars in millions, except per share data) 2014 2013 % Change Annual Results Net income available to common shareholders $ 2,003 $ 1,562 28.2 % Diluted earnings per common share 2.75 2.19 25.6 Cash dividends declared per common share 0.95 0.92 3.3 Book value per common share 30.16 28.52 5.8 (1) Tangible book value per common share 19.93 18.08 10.2 Performance Ratios Return on average assets 1.20 % 0.95 % Return on risk-weighted assets 1.59 1.26 Return on average common shareholders equity 9.40 8.06 (1) Return on average tangible common shareholders equity 14.79 13.61 Net interest margin taxable equivalent 3.42 3.68 (2) Fee income ratio 44.3 43.2 (2) Efficiency ratio 58.9 58.5 Average Balances Total assets $ 185,068 $ 181,262 2.1 % (3) 40,541 36,772 10.2 Securities Loans and leases 118,830 117,527 1.1 Deposits 129,077 128,555 0.4 Shareholders equity 23,991 21,890 9.6 Period-End Balances Total assets $ 186,814 $ 183,010 2.1 % (3) Securities 41,147 40,205 2.3 Loans and leases 121,307 117,139 3.6 Deposits 129,040 127,475 1.2 Shareholders equity 24,426 22,809 7.1 (1) Capital Ratios Tier 1 risk-based capital ratio 12.4 % 11.8 % Tier 1 common equity as a percentage of risk-weighted assets 10.6 9.9 Miscellaneous Information End of period shares outstanding (in thousands) 720,698 706,620 Diluted weighted average shares outstanding (in thousands) 728,372 714,363 Full-time equivalent associates 32,264 33,544 Banking offices 1,839 1,825 ATMs 2,977 2,935 (1)(2) Tangible common equity, Tier 1 common Excludes securities gains (losses), foreclosed Annual Meeting equity and related ratios are non-GAAP property expense, amortization of intangible measures. BB&Ts management uses these assets, merger-related and restructuring You are cordially invited to attend the measures to assess the quality of capital charges, the impacts of FDIC loss share and believes that investors may find them accounting, and other selected items. Refer to Annual Meeting of Shareholders of useful in their analysis of the Corporation. the inside back cover for appropriate disclosures. BB&T Corporation at 11 a.m. (ET) on These capital measures are not necessarily (3) Excludes trading securities. Average balances comparable to similar capital measures Tuesday, April 28, 2015, at the Edna reflect both AFS and HTM securities at that may be presented by other companies. amortized cost. Period-end balances reflect Boykin Cultural Center, 108 Nash Please refer to the inside back cover for AFS securities at fair value and HTM securities appropriate disclosures. Street Northeast, Wilson, N.C. at amortized cost. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F 14Annual Report TO OUR SHAREHOLDERS In 2014, BB&T made important investments to meet our long-term We are optimistic about 2015 because of our accomplishments in 2014, including: objective of growing, sustained and predictable returns for our clients, associates, communities and shareholders. Significantly broadening our franchise in the attractive Mid- To succeed in a challenging banking environment, we believe Atlantic region. Our plan to acquire Susquehanna Bancshares opens diversication and scale are becoming increasingly important with exciting new opportunities in the contiguous states of Pennsylvania higher regulatory and other costs. We continued to make investments and New Jersey, including the afuent Philadelphia market, while also improving our market share in Maryland and Baltimore. In addition, to expand our Mid-Atlantic franchise and our rapidly growing Texas our pending acquisition of The Bank of Kentucky gives us access to presence. At the same time, we have built the infrastructure we need diversied markets in northern Kentucky and greater Cincinnatis rich to succeed in an increasingly competitive world, while remaining base of corporate banking and capital markets clients. relentless in eliminating expenses we do not need. Anchoring BB&Ts strategy is the marketplaces best value proposition Building our base in the vibrant Texas market. Our acquisition of a total of 62 Citibank branches doubles our presence in Dallas based on quality and our most important distinguishing characteristic and creates retail and commercial banking opportunities in other a common culture committed to our vision of creating the best fast-growing markets such as Bryan-College Station, Houston and nancial institution possible. We do not say largest because we do Midland. Since we entered Texas with the Colonial Bank acquisition in not believe in growth for growths sake. We grow because that is how we optimize the long-term return to our shareholders. And we do not 2009, BB&Ts market share has grown from 51st to 12th. say best to brag. That commitment is affirmed by consistent Continued national expansion of our Capital Markets Corporate independent rankings demonstrating BB&Ts superior service quality. Banking capabilities. With eight national loan production ofces, including a new corporate banking team based in New York City At BB&T, we believe leadership drives our growth. We help our to serve clients in the Northeast, we are positioning BB&T to be an associates grow and become better leaders through training and education. We help our clients lead and grow their businesses. When active market participant as the economy improves and corporate we help our clients leadership teams become more effective, for America makes needed infrastructure investments. example, they make better decisions, their businesses grow faster Leveraging our large insurance business. Insurance is the leading and we get more loans, deposits and fees. We give back to our driver of our diversication, representing 18% of BB&T revenue, and communities so they grow into better places to live and do business. were now the fth-largest insurance distributor in the U.S. Among If our associates, clients and communities grow, we grow and our the new growth opportunities: offering life insurance products shareholders benet. Everyone wins. acquired through our 2012 Crump Group acquisition to our wealth While most banks are measured by traditional offerings like loans and clients and employee-benet packages acquired through our 2011 Precept Group acquisition to our small business clients. deposits and BB&T excels by those measures we believe another important quality is how we help our clients and communities Broad improvement in our credit quality. Our strongest performance grow through leadership development. In 2014, we increased our in seven years is a reflection of BB&Ts long-held conservative investment in leadership by sharing our time-tested leadership principles and significant investment in a comprehensive risk model with our clients and the next generation of leaders through governance system. programs for educators and students. We will signicantly expand that investment through The BB&T Leadership Institute in 2015. BB&T Market Coverage Expanding Our Franchise BB&T Susquehanna Bancshares The Bank of Kentucky Completed acquisition from Citibank in June 2014 and announced acquisition from Citibank in September 2014 1 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F We come in every morning to help our Kelly S. King Chairman and Chief Executive Ofcer clients and communities be successful. We believe it is the most important part of our business. Those values have served us well for 143 years, and will continue to serve us for many decades to come. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F 14Annual Report Extending our specialized lending and dealer financial services. We believe profitability and predictability go hand in hand. Our community banks have been operating largely the same for 30 Now 14% of our revenues, these businesses provide additional years, with local autonomy and responsiveness that results in products and services to our clients while increasing our geographic consistently better client service quality. Our client service has won and revenue diversication. One of many examples is our equipment top scores year after year from respected research organizations. nance business, with a ve-year compound annual growth rate Our acquisition strategy also has been consistent over the years of 23%, working in tandem with our corporate bankers. (See page 16.) as we have steadily built our franchise by acquiring banks with Expanding our retail delivery options. Were constantly improving contiguous markets, long heritages and compatible cultures most our online banking experience to meet clients rapidly changing recently with the announced Susquehanna transaction. preferences. Today, 25% of our checking and savings account clients Our long-term view also extends to our communities. We believe in use our mobile banking services, up from 3% only four years ago, helping our communities for two reasons: its the right thing to do, and we are planning exciting new offerings for our clients in the future. Keynote has ranked BB&T rst for overall customer experience and frankly, it helps our bottom line. Banks are nothing more than among U.S. retail banking websites for three straight years.a reflection of our communities. Among my proudest moments is watching BB&Ts associates volunteer in community-service projects Continued investment in cutting-edge processes. Our new general as part of our Lighthouse Project more than 6,600 projects, touching ledger and risk governance systems increase our efciency, give us an the lives of 9.7 million people, since we launched the project six years edge over our peers and proactively address new banking regulations. ago to help our communities as they struggled through the recession. Rewarding our shareholders. We have achieved higher returns with Our long-term consistency is most deeply rooted in our value system. lower volatility than our peers over the last 10 years, and have one We believe the best and only way to operate a large organization of the best dividend yields. is to make sure that everyone holds, and lives, the same fundamental Our accomplishments are noteworthy at a time when our country values. At BB&T, we talk with our associates constantly about and industry still face challenges. While we remain encouraged the values of character, judgment, success and happiness. Why by an improving U.S. economy and signs of positive change in happiness? Because if associates are happy in their lives, they have Washington, we must remain vigilant. In 2015, we expect still-tepid a sense of self-esteem and pride in their work and believe theyre domestic growth, a volatile global environment, higher regulatory doing something worthwhile and they are at BB&T. That is not just costs, and increasing competition from traditional banks and new a bromide with us. It is the way we live. We come in every morning entrants seeking to win parts of our business. We also recognize to help our clients and communities be successful. We believe it is the that most of our competitors offer the same products and, candidly, most important part of our business. Those values have served us well similar strategies. We know the most successful companies will be for 143 years, and will continue to serve us for many decades to come. those with the best execution of their strategies. In turn, excellent execution requires consistency of purpose and an environment where everyone is engaged in pursuing a common goal. Careful readers of our annual reports will notice a consistency Diversication Drives Revenue and Productivity in our message. This is not accidental. The consistency reflects 2014 Revenue Mix our fundamental view that successful businesses are operated for the long term. We dont respond to fads and engage in short-term thinking. We dont remake ourselves every few years. For example, Community Banking 18% when we expanded our presence in Florida in 2009 in the middle Residential Mortgage Banking of the recession, the pundits were warning of the states demise amid Dealer Financial Services Specialized Lending overbuilding. We preferred to look at the long term: nearly 20 million Financial Services 13%46% people live in Florida and its warm in the winter. Since then, Florida Insurance Holdings has become one of BB&Ts most lucrative markets. Were now hearing 7% some of the same short-term thinking about Texas because of worries Based on segment revenues, excluding other, treasury and that lower oil prices will impact the states large energy sector. Our 7% corporate for period ended 9% 12/31/2014 response: 27 million people live in Texas, with 1,000 more moving there every day, attracted by the nations strongest job market. 3 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F 14Annual Report 2014 RESULTS BB&T produced record earnings in 2014, with strong performances opportunities, assuming stability in the broader economy. We are optimistic about continued solid loan growth in 2015, provided the throughout the company reflecting the effectiveness of our key economy continues to improve. strategies. Net income available to common shareholders increased more than 25% to a record $2 billion for the year. Our diversied Average noninterest-bearing deposits increased by 10.0% in 2014 fee-income businesses, including insurance, investment banking, compared with the prior year, reecting the success of our strategy bankcard and trust, reported record revenue. We produced solid to grow lower-cost deposits. The mix of noninterest deposit balances growth in both loans and lower-cost deposits. We very effectively to total deposits improved to 28.9% in 2014 from 26.4% in 2013 controlled expenses. Our credit quality indicators all showed sharp and 20.4% in 2011. We have made signicant progress in growing improvement. Our capital levels remained strong across the board. and diversifying our deposits in recent years. Earnings per diluted share increased 25.6% to $2.75 for 2014, Our strong results were driven partly by across-the-board compared with $2.19 in 2013. improvement in credit quality. Total nonperforming assets as a percentage of average assets declined every quarter to 0.42% at Average loans and leases, excluding loans acquired from the FDIC, year end. Delinquent loans, both early stage and those 90 or more grew by 3.6%, a solid performance in a relatively slow economy. days past due, continued to fall. Net charge-offs for the fourth The growth was broad-based, including corporate lending, auto quarter were 0.39% of average loans, an 18.3% decrease from the lending, commercial real estate lending and retail lending. The 4.8% growth in commercial real estate reected improvement in several third quarter of 2014. Our allowance coverage ratios remain strong. areas hurt by the recession, including single-family construction, BB&Ts fully taxable equivalent net interest income declined 4.3% industrial and hospitality. Thanks to excellent execution by our to $5.5 billion and the net interest margin declined to 3.42% from community bank, we enjoyed strong momentum in direct retail 3.68% in 2013. Both declines were anticipated, reflecting in part loans, led by home equity lines of credit. Our specialized lending lower interest rates on new loans. All banks are challenged to grow businesses, including Grandbridge Real Estate Capital and Shefeld interest income in this prolonged low-rate environment. The net Financial power and sports equipment finance, reported strong interest margin, key to a banks protability, is the difference between growth. Residential mortgages declined as part of our decision the interest received on loans and investments and the interest paid in 2014 to sell a larger portion of our mortgage originations and to on deposits and other funding, expressed as a percentage of average sell non-performing loans. We achieved loan growth in a competitive earning assets. Our margin still compares favorably with the 3.12% market through our strategies and diversication, not by lowering average of our peers, and should remain fairly stable due to our ability underwriting standards. We believe our core loan growth rate for to offset lower new loan yields with an improved funding mix. The the fourth quarter of 6.2%, which excludes residential mortgages, margin could improve slightly later in 2015 if the Federal Reserve starts seasonal uctuations and expected runoff of FDIC-covered loans to increase interest rates, as anticipated in the middle of the year. acquired in our Colonial acquisition, best determines future earnings More Consistent Long-Term Performance Revenue/average assets 10-year averageRevenue/average assets 10-year standard deviation (2004-2014)(2004-2014) Volatility measured as standard deviation of PPNR/Average 2.2% Asset ratios 0.4% 0.4% Largest four banks: BAC, C, JPM, WFC 1.8%1.8% National peer group: CMA, FITB, HBAN, KEY, MTB, PNC, RF, STI, USB and ZION 0.3% Source: SNL Financial as of 12/31/2014 NationalLargest FourNationalLargest Four BB&TBB&T PeersBanksPeersBanks 4 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F PHILADELPHIA The Susquehanna acquisition means BB&T is even more invested in areas where we do business. It is always useful to have a banking partner that operates in your backyard. George J. Alburger Jr., executive vice president and chief nancial ofcer, Liberty Property Trust George J. Alburger Jr. Jennifer Landis Jim Davis Damon Patrick Glenn Page Executive Vice Vice President, Treasury, Senior Vice President, Assistant Vice President, Senior Vice President, President and Chief Liberty Property TrustBB&T Capital Markets BB&T Capital Markets BB&T Capital Markets Financial Ofcer, Corporate Banking Team Corporate Banking Sales Corporate Banking Liberty Property TrustLeader, Northeast Region& Service Ofcer, REIT Group The pending acquisition of Susquehanna Philadelphia Navy Yard. BB&T was selected Bancshares opens opportunities for BB&T as a participant in Libertys line of credit to create new relationships, and deepen because of its stability, strong interest in the REIT industry and a footprint that overlays existing ones, with top corporations in greater Philadelphia. One example is Liberty nicely with some of our key regions, said Property Trust, a BB&T client since 2011.Liberty CFO George Alburger. With the The $8.9 billion real estate investment Susquehanna acquisition, BB&T shares trust is redefining Philadelphias skyline Libertys prime markets in Pennsylvania, with a 59-story skyscraper being built Maryland and New Jersey. That physical presence makes a statement that we are next to a 58-story tower opened in 2008, both for Comcast Corporation. State-committed to the market in a big way, said of-the-art offices being developed by Glenn Page, senior vice president of BB&T Liberty also are giving new life to the reborn Capital Markets Corporate Banking. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F CINCINNATI Both companies are built on a common community banking culture, and we share the same values and philosophies about client services. Its really an ideal merger on every level. Greg Branstetter, senior vice president of BB&T Capital Markets Corporate Banking. Greg Branstetter Deanne Martin Craig Kegg Brian Blomeke Ryan Hamilton Senior Vice President, Vice President, Senior Vice President, Senior Vice President, Assistant Vice President, BB&T Capital Markets BB&T Equipment Finance Grandbridge Real Estate BB&T Capital Markets BB&T Capital Markets Corporate BankingLarge Corporate GroupCapitalCorporate BankingCorporate Banking BB&Ts pending acquisition of The Bank of Current BB&T client Western & Southern Kentucky not only solidifies our statewide Financial Group, which built the iconic presence in Kentucky but also opens Cincinnati skyscraper Great American Tower at Queen City Square. Just in downtown attractive new markets in neighboring Ohio and the broader Midwest. The regions many Cincinnati, we have 15 corporate clients and manufacturing and industrial companies will could-be clients within walking distance, have access to BB&Ts full suite of corporate said Brian Blomeke, Cincinnati-based senior banking and capital markets services, vice president of BB&Ts Capital Markets ranging from loan syndications to bond Corporate Banking group. This acquisition will allow us to do significantly more financing. The greater Cincinnati area is a particularly rich corporate banking market, business together than either of us is able to with more corporate headquarters per do on our own. capita than bigger U.S. cities. One example: DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F 14Annual Report Our noninterest income totaled $3.8 billion for the year, down BB&Ts return on average assets was a solid 1.20%, up from .95% in 2013, and superior to our peer average of 1.07%. Our return on 3.9% from 2013, but nished the year with a very strong fourth average common shareholders equity increased to 9.40% from quarter performance, exceeding $1 billion, a 29% annualized 8.06%, and was superior to our peer average of 9.10%. increase compared with the prior quarter. The increase was driven by insurance, mortgage banking, investment banking and brokerage. A key to superior long-term returns is minimum volatility. Some Insurance income was up 8.3% in 2014, the best year in our companies are comfortable seeking higher returns with higher history, due to new business growth and client retention. Mortgage risk. We are not. Over the last 10 years, we have achieved superior banking was down for the year as the refinance boom ended in performance with less volatility than our peers. Our pre-tax 2014. However, applications and income improved in the fourth protability relative to assets averaged 2.2%, compared to 1.8% for quarter, reecting higher net mortgage servicing rights performance. our national peers. For the same 10-year period, BB&Ts standard Investment banking and brokerage enjoyed a record year, beneting deviation of that measure was 0.3%, compared to 0.4% for our from increased capital markets activity. BB&Ts fee income ratio national peers. increased to a record 44.3% for the year, compared with our peer In summary, BB&T continued to signicantly improve our nancial average of 37.5%. A higher value indicates a bank is producing more performance in 2014 with positive growth trends in key areas, of its revenue from noninterest income and reects the success of our including loans and deposits, and fee income, combined with strong strategy diversifying our sources of income. and improving credit quality and expense control. All of our long- Our intense focus on controlling BB&Ts expenses resulted in a 13% term strategies are showing excellent results. We feel very positive reduction in BB&Ts adjusted noninterest expense in the fourth about our prospects in 2015 and beyond. quarter, due largely to lower insurance-related and information technology costs, and a decline in full-time equivalent positions. In part because of our long-term investment in risk management and other systems and the impact of some costs that will not recur, expenses increased slightly to $5.9 billion for the year. Our efciency ratio which measures expenses as a percentage of revenues, so lower percentages signal better performance improved to 56.7% in the fourth quarter of 2014 from 59.9% a year earlier, and compares favorably with the fourth quarter average of our peers. We remain committed to tightly controlling our expenses in 2015. Superior Returns Return on Risk-Weighted AssetsReturn on Average Tangible Common Equity 1.68% BB&T 1.80%20.00% 1.63% 17.49% 17.39% 1.54% Peers 15.70% 1.50 16.00 Excludes impact of selected unusual items. Refer to back inside cover for appropriate disclosures. 12.60% 1.06% 1.20 1.32% 1.28%1.28% Peers include: CMA, FITB, HBAN, KEY, MTB, PNC, STI, USB 12.00 13.22% 13.24% and ZION 8.73% 0.90 11.46% 1.00% 0.67% 10.34% Source: SNL and Company Reports 8.00 0.60 0.57% 4.00 0.30 4.44% 0.00 0.00 2010201120122013201420102011201220132014 7 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F 14Annual Report OUR STOCK PERFORMANCE The bottom line of our mission is to optimize the long-term return with the 7.8% average of our peers. We also outperformed our peers and the S&P 500 nancials index over the last seven-year, 10-year to our shareholders, while providing a safe and sound investment. and 15-year periods. We achieve that through steady performance, less volatility in our results, and growth in our diverse franchise, our dividends and Predictable dividends are also very important to us. Nearly half ultimately our share price. of our shareholders are individuals who have accumulated their shares The emphasis is on long term. We believe the best long-term over many years and depend on a steady stream of dividends. We are proud that BB&T has consistently had among the highest dividend measure of stock performance is total return to shareholders, which yields and payout ratios, compared to our peers. BB&T has paid a cash includes the change in stock price plus dividends paid. In 2014, our total return to shareholders was 6.8%. Consistent with BB&Ts dividend to shareholders every year since 1903. In the rst quarter mission, our long-term returns exceeded our peers and have been the of 2014, we increased our quarterly dividend to $0.24 per share, most consistent among our peers during the last 10 years. BB&Ts a 4.3% increase from the fourth quarter of 2013. We are committed 20-year annualized return to shareholders has been 10.9%, compared to continue making predictability a priority at BB&T. BB&T Among Leaders in Dividend Yield Dividend Yield of BB&T and Peers 3.00% 2.55% 2.47% 2.50 2.28% 2.23% 2.18% 2.10% 1.91% 1.89% 2.00 1.87% 1.71% 1.50 1.00 0.56% 0.50 0.00 FITBBB&THBANMTBUSBPNCSTIRFKEYCMAZION Source: Thomson ONE as of 12/31/2014 Total Shareholder Returns For the periods ended December 31, 2014 20%8%4%8%12% 7.3% 10.9% 17.5% 3.0% 6.0% 8.5% 156369 13.3% 7.8% 11.8% 104246 2.4% 2.0% 52123 0.2% 0.1% -0.3% -1.6% 00000 BB&T -2-1 Peer Average S&P Financials Index 5 Year7 Year10 Year15 Year20 Year Peers include: CMA, FITB, HBAN, KEY, MTB, PNC, RF, STI, USB and ZION. Source: Bloomberg 8 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F 14Annual Report OUR CAPITAL STRENGTH BB&T is one of the nations best capitalized banks and among the Our Liquidity Coverage Ratio, designed to ensure nancial institutions have the necessary assets on hand to ride out short-term liquidity best prepared for any economic environment in the future. disruptions, was 130% in the fourth quarter of 2014, well above A banks capital levels, which basically measure how much the 90% regulatory minimum required by January 1, 2016. creditors are covered if a banks assets are liquidated, are closely monitored by federal regulators as a key yardstick of bank risk. We were very conservative in 2014 as we put comprehensive risk We are proud that the Federal Reserves Comprehensive Capital management and other systems in place. We spent much of the year building our capital levels, positioning BB&T to increase its Analysis and Review (CCAR) program in 2014 affirmed BB&Ts capital distribution when appropriate. We follow clear priorities in capital strength. These stress tests, which use the Feds own models to gauge the performance of the nations systemically distributing capital. We focus on organic growth rst. Regular dividends important large banks under severely adverse economic scenarios, to shareholders are a strong second. Strategic opportunities such as showed that BB&T had:mergers and acquisitions are third priority. Stock buybacks or special dividends are fourth priority. Our announced acquisition of Susquehanna The highest level of Tier 1 capital, a measure of equity that Bancshares in late 2014, structured with 30% cash and 70% BB&T stock, regulators watch most closely represents an ideal blend of priorities. It is an excellent strategic initiative The smallest decline in Tier 1 capital that uses an efcient way to deploy capital. The highest pre-tax return on assets among peers and one While regulators have the absolute independent ability and of only two peers to remain protable responsibility to supervise banks, we view our relationship as important and instructive. By engaging openly and fully with regulators, we have The lowest projected loss rate among peers for the total beneted from feedback that has made BB&T even stronger. loan portfolio Capital Strength Basel I Tier 1 Common RatioBasel I Tier 1 Ratio 12.4%12.4% BB&T 11.0%12.5% Peers 10.6%10.6% 12.1%12.1% Tier 1 and Tier 1 common ratios are non-GAAP measures. 10.4%10.4% 10.512.0 11.8% BB&Ts management uses these measures to assess the 10.2% 10.5%10.5% quality of capital and believes investors may find them 11.9% useful in their analysis of the Corporation. These capital 11.8% measures are not necessarily comparable to similar capital 10.2%10.2% 11.7%11.7% 10.011.5 measures that may be presented by other companies. 11.5% 9.9% Peers include: CMA, FITB, HBAN, KEY, MTB, PNC, RF, STI, USB and ZION 9.511.0 Source: SNL and Company Reports 9.010.5 4Q131Q142Q143Q144Q144Q131Q142Q143Q144Q14 9 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F 14Annual Report OUR LEADERSHIP COMMITMENT We have focused intently on leadership at BB&T for many decades. In addition to discussing banking staples like deposits, credit needs and treasury services, we are starting conversations with clients To meet our vision of creating the best nancial institution possible, about how BB&T can help them attain their business goals in we need the best possible leaders. But it is more than that. We believe areas such as leadership development and succession planning. leadership is also the driver of the growth and success for all BB&Ts Our approach begins with learning about a companys strategic and constituents our clients, associates, communities and shareholders. tactical goals, so our work is closely aligned with achieving its most For our clients, the differentiator is not only who can provide the best products and services, but also how we can best help them as they critical performance objectives. lead and grow their businesses. For our associates, BB&Ts extensive We have begun offering our time-tested, five-day Mastering leadership training programs are built around a simple but powerful Leadership Dynamics course to our corporate clients. Our program mantra: Its not about us. Rather, our mission is to make a positive, is based in part on greater awareness. We do not believe leaders meaningful difference in the lives of as many people as possible. can fully meet their potential until they understand themselves, We believe if we can help make that difference and help create their associates and their environment. For example, how do they better leaders in communities throughout our marketplace, we all react to different people and different situations? How do they act benet. Our shareholders share in the growth made possible by our under stress? What are their emotional triggers? Virtually all (97%) collective leadership. company executives who have completed the course say the self- awareness experience prompted them to establish a clear path BB&Ts leadership model is based on a simple premise: people to improve their leadership practices. primarily behave in a manner that is consistent with their beliefs. We reject the quick and frequently misapplied solution of stronger We also are reaching out to educators and students because our and stronger demands to compel associates to behave in a certain future leaders are sitting in classrooms today. After a successful pilot way. Instead, we have learned that for people to change and perform program in 2014, we will offer our unique leadership development better over the long term, they must believe what they are doing program to several hundred school principals in 2015. Studies is right. That is why the values we constantly stress to associates are have shown principals have among the biggest impact on student so important values like honesty, independent thinking, teamwork achievement by creating an environment for learning. In addition, and pride in their work. When our behavior is anchored by our beliefs we are collaborating with universities across our footprint to develop and values, we get the right results. In other words, beliefs drive a leadership curriculum for their students. We also are expanding our behaviors, which create results. outreach to high school and other students with nancial literacy education through the BB&T Financial Foundation and our innovative Our model is also grounded in the power of positive thinking. LEGACY: A BB&T Leadership Challenge mobile gaming application Unfortunately, many people allow themselves to be consumed by that teaches leadership skills. We are looking for opportunities the negatives of situations, caused in part by society setting limits to reach young leaders wherever we find them. One example: on what we should not do and imposing penalties when we make a mistake. It takes a concerted effort to focus on the positive rather a leadership development program, including a new merit badge, for a Girl Scout council in North Carolina. than the negative, on the opportunities rather than the obstacles. To counteract that, our leadership model stresses the positives BB&Ts leadership initiative is not intended to gain recognition positive reinforcement and an enthusiastic, positive attitude. or promote our products, although our clients regularly tell us how much they value our focus on an area that is typically not discussed We believe so deeply in the importance of leadership that we have started sharing what we have learned more widely through by their other business partners. Rather, our commitment to leadership development is a crucial part of our mission to help our The BB&T Leadership Institute. We will continue our commitment clients, associates, communities and shareholders succeed, thereby to our associates with a program that has offered leadership making the world a better place to live. If we can help create better development to thousands of associates over the last three leaders, our marketplaces, our capitalistic system and our country decades. In 2014, we added three other audiences our corporate will prosper. clients, educators and students. The BB&T Leadership Institute has incorporated the closely aligned leadership philosophy of Farr Associates, which has helped top U.S. companies with leadership development programs for more than a half century. This long-time BB&T subsidiary is now part of The BB&T Leadership Institute. 10 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F THE BB&T LEADERSHIP INSTITUTENot only did The BB&T Leadership Institute help me become a stronger leader and person, it helped to positively change the culture of this school. I feel renewed and condent I can lead this school for years and years to come. Dr. Angela Moore, principal of Thomasville Primary School, a K-3 institution in North Carolina Angela Moore Will Sutton Rosalind Guerrie Principal, Thomasville Executive Vice President Senior Vice President and Primary Schooland Director, The BB&T Educational Leadership Leadership InstitutePrograms Manager, The BB&T Leadership Institute Principal Angela Moore thought her all The intense program provided her with business style was needed to meet the increased self-awareness, and supported challenges facing Thomasville Primary her transition to a more approachable School, where many students are challenged and reflective leader, fostering more open in achieving their highest potential. Initially, communication with her school team. Once Dr. Moore was hesitant to participate in I let my guard down, I saw the difference it The BB&T Leadership Institutes program, made with our teachers and students. Theyre Mastering Leadership Dynamics for happier and more confident. Now she Educational Leaders, designed to help understands that though shes the principal, principals become more aware of how they she is not the schools only leader. Her BB&T are perceived as leaders. I thought this would Leadership Institute experiences even inspired be just another leadership workshop, but my an updated school mission statement, which experience was so much more than expected. now reads To teach, to lead, to learn. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F 14Annual Report OUR STRATEGIC OBJECTIVES Each year BB&Ts senior management team sets our strategic Deliver the BB&T Value Promise Enterprise-wide and Across All Delivery Channels, Thereby Creating objectives. Our tactics may change, but BB&T has not veered from the Perfect Client Experience our primary strategies in recent years a reection of our consistency of purpose and commitment to our vision of creating the best Our overarching long-term strategy is to provide the best value nancial institution possible. proposition in the marketplace by offering the best quality service. We always start with a clear-eyed analysis of the challenges Whether in banking or any other business, we believe people ultimately move to the best value, based on quality over price. to achieving our objectives. The global economic and geopolitical environment remains volatile, with a succession of crises ranging Our community banks have long been the locomotive of our banking from the ISIS terrorist threat, the Ebola outbreak and cybersecurity operation and a big reason for our success in delivering the Perfect breaches to economic worries in China, Japan and much of Europe. Client Experience service that is reliable, responsive, empathetic and In many ways, the U.S. is doing better than the rest of the world, but competent. Our community bankers have the autonomy to make that uncertainty lters down to our country and industry, restraining most decisions locally. At the same time, as the nations 10th largest the condence of our clients. CEOs constantly tell me they are still bank by deposits, we can offer our clients a diverse menu of banking hesitant about investing. The good news is the tremendous pent-up and nonbanking services. We are partners and consultative, trusted demand in our economy following the long recession. We believe advisors who create deep relationships with our clients, not order business and consumer condence will gradually improve in 2015 takers or salespeople. So we talk less about ourselves and our products, with a strengthening U.S. economy and hopefully continued signs and more about what we can do to help our clients be successful. of change in Washington. In an increasingly online world, many more of our clients want to In the banking industry, one worrisome sign is intensifying competition do their banking digitally. A cross-divisional team of senior BB&T in commercial lending, forcing down prices and prompting some managers is focused on redesigning our retail delivery, leveraging digital banks to take on excessive credit risk. We have not, and will not, technology to serve our clients more efciently. We are committed to lower BB&Ts credit standards, but we are concerned that some in creating a seamless client experience that is easier, simpler, faster, more our industry have forgotten lessons we should have learned from personal and more secure, regardless of how the service is delivered. the recession. We also are concerned about the growing inuence We see mobile banking and other electronic channels as complements of nonbank companies, particularly in the payments industry. While to the experience in our branches, and vice versa. While many we do not object to the competition and indeed aggressively clients prefer our mobile banking services for routine transactions, support the trend toward mobile payments we believe nonbank for example, we recognize that clients still want to deal with people participants should be subject to the same regulations as big U.S. for advice and more complex transactions. What is not changing is the banks, in part because of their vulnerability to computer hackers responsiveness and consultative approach of our community banking or even terrorist threats. model. That remains at the core of BB&Ts value promise. We view the consolidation of our industry as a huge opportunity for We are proud that our superior service quality has been consistently BB&T. We have never had a goal to reach a certain size, but we are afrmed by independent sources for both our retail and commercial a growth organization because that is how we optimize the long-term operations. Since 2009, Greenwich Associates has presented BB&Ts return to our shareholders, the opportunities for our associates and small business and middle market banking groups 103 excellence awards the health of our communities. We focus primarily on organic growth, more than any other bank. Keynote has ranked BB&Ts retail banking but believe we can supplement that in a years period by growing 5% website rst in all four customer experience categories. For the third year to 10% of our asset size through acquisitions. Our disciplined in a row, BB&T Wealth was named one of the Top 40 Wealth Managers approach to acquisitions imposes three tests: the transaction must by Barrons magazine. For the last 13 years, Training magazine has named make strategic sense, create a good cultural t and provide long-term BB&T a top-ranked bank for our associate training program. shareholder value. As a testament to our consistency, consider this ad for BB&T, placed As you will see in the following sections, we are very positive about 100 years ago: Select a bank with a heart and soul, not a nancial the future of our business because all of our key strategies are institution that simply considers its own strength. Choose a bank that working well for the benet of our clients, associates, communities can most readily pay out money and extend help by giving honest and shareholders. advice. It was the simple truth then and still is today. 12 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F 14Annual Report Ensure a Strong Associate Value Proposition When our communities were struggling during the last recession, we launched Project Lighthouse, giving our associates time off We are committed to creating a place where our associates can learn, work with BB&T nancial support, to volunteer time on community grow and be fullled in their work. This associate value proposition projects such as helping to alleviate homelessness. Hundreds of our is directly related to our value promise to clients. We deliver superior associates have told me, with tears in their eyes, how much better service quality because engaged associates come in every morning they feel about BB&T, and themselves, because of their work on focused on helping our clients be successful. Project Lighthouse. It all ties together. When associates feel they are We start with a strong package of health and wellness, education, part of their communities, it raises their self-esteem and makes them vacation and other associate benefits. BB&T is one of the few more engaged in serving our clients. Our value proposition is not companies that offers both a pension program and an employer- only about delivering value to our clients. It is about living our values matched 401k retirement plan. Our benets help ensure stability: in everything we do. BB&Ts turnover rate is one of the lowest in the industry. If our associates feel positive about achieving their own nancial security, Drive Revenue Growth in a Very Challenging Environment they can focus on helping our clients do the same. Both Organically and Through Strategic Opportunities When I talk to BB&T leaders, I tell them their rst job every day is to Diversication is the driver of BB&Ts revenue growth, which in turn see how their associates are doing. Do they have any challenges in produces our stable and growing returns to our shareholders. BB&Ts business? How are things going at home? What can we do to help diversication extends to our markets, products and loan portfolios. you be more successful and happy, both at work and away from Geographically, the steady growth of our primary Southeast and work? Some may say leaders should stick to workplace issues. We Mid-Atlantic markets is balanced, for example, with the robust disagree. Happiness is foremost among the fundamental values that growth of newer markets in Texas and Florida. form the foundation of everything we do at BB&T. We focus with our associates on trying to achieve a level of happiness in business In Texas, our acquisition of a total of 62 Citibank branches in 2014 and in life, because that leads to a sense of self-esteem, pride in what significantly advances our multi-faceted strategy in one of the we have accomplished, and a belief that we are doing something nations fastest-growing states. We have rapidly expanded our worthwhile that we make a difference. market share in six years by immediately tapping into the vibrant Texas commercial banking opportunities with new commercially We also believe helping our communities is directly related to focused branches while pursuing a longer-term strategy of achieving our vision of creating the best nancial institution possible. creating a balanced retail/commercial franchise in key Texas The sum of the assets and liabilities in the community becomes the markets. We are anticipating more rapid growth from that base, net worth of the bank. Our communities have served us very well for primarily organically. 143 years; we have an obligation to give back what we have received. Diverse Market CoverageBB&T Retail Financial Centers * 593 Locations2,160 Locations BB&T Insurance (186)Virginia (361) BB&T Corporate Location (183)North Carolina (358) BB&T Scott & Stringfellow (44) Florida (326) * Regional Acceptance Corporation (34)Pennsylvania (172) * BB&T Dealer Financial Services (29) Maryland (167) Grandbridge Real Estate Capital (27) Georgia (161) * BB&T Securities, LLC (20)Texas (123) BB&T Capital Markets (20)South Carolina (114) * BB&T Equipment Finance (18)Kentucky (113) AFCO/CAFO/Prime Rate (13) Alabama (88) * Sterling Capital (7)West Virginia (81) BB&T Commercial Finance (4)Tennessee (52) * BB&T Governmental Finance (4)New Jersey (28) BB&T Data Center (2)Washington DC (13) Sheffield Financial (1)Indiana (2) * BB&T Corporate Headquarters (1)Ohio (1) * Includes pending Citi, Bank of Kentucky and Susquehanna branches. 13 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F 14Annual Report With our pending acquisition of The Bank of Kentucky, we will nearly specialization in sectors such as energy, nonprot senior living, and food, beverage and agribusiness. Since 2011, our total commitments double our statewide deposits, increase our market share from fourth have expanded by 25% to $24 billion, with more than 70% of annual to second and add new markets in Kentuckys Golden Triangle new-money loan production coming from new markets and new between Lexington, Louisville and northern Kentucky. Signicantly, we also will gain access to contiguous Cincinnati and Ohio and industry coverage. A key to our success has been to put experienced the many manufacturing and industrial companies in those markets.corporate bankers in markets throughout BB&Ts franchise and nationally. We now have loan production offices in Chicago, Greater diversification is also a principal benefit of the planned Cincinnati, Dallas, Houston, Los Angeles, Louisville, New York and Susquehanna acquisition. We will significantly expand our San Francisco. In 2014, we based a new corporate banking team in Mid-Atlantic footprint by adding other attractive contiguous markets. New York City to focus on developing new relationships and providing The acquisition will add 245 retail branches with approximately $13.6 strategic nancial advice to corporate and institutional clients in the billion in deposits and $18.6 billion in assets. BB&Ts wealth business Northeast. With a full complement of equity, debt, sales distribution, will gain access to 12 of Pennsylvanias 20 most afuent counties. research, merger and acquisition and advisory capabilities breadth Our experienced energy team will form relationships in the large few regional banks can match BB&T is well positioned as corporate energy sector in Pennsylvania, the nations third-largest producer America expands investment in an improving economy. At the same of natural gas. We will bolster our market share in the Maryland time, we are expanding our retail reach with our fast-growing wealth and Delaware Valley markets, with their rich base of world-leading business, which received 25,000 referrals from our community bank education, healthcare and research institutions. After spending time in 2014, and BB&T Scott & Stringfellow brokerage, which added with many Susquehanna associates, clients and leaders in their 28 nancial advisors. communities, I am even more excited about our common culture and vision than when we announced the acquisition in November 2014.Insurance, a core BB&T business founded in 1922, is the biggest contributor to a diversied revenue stream, increasing its contribution Our community bank, representing just under half of our revenue, to 18% in 2014 from 12% in 2005. In 2014, we expanded our is balanced with a diverse mix of fee-income businesses. These presence on the Carolina coasts with the acquisition of Woodbury national businesses diversify our balance sheet with non-real & Co. and our coverage of the aviation industry with our acquisition estate and low-cost deposits, bolster our margins and sustain our of Caledonian Insurance Group Inc. Insurance balances our interest- protability during slower economic cycles. rate-sensitive lending business, providing a stable revenue source BB&Ts national Capital Markets Corporate Banking group is resilient in all business cycles. Within the insurance segment, increasingly important to our balance sheet and earnings growth. It we are diversified between wholesale and retail and across provides diversication three ways in our commercial and industrial all insurance types. From our clients perspective, insurance loan portfolio, geographically, and by diversifying risk through products are a key complement to needed financial services, Delivering All Components of Protability Strong Efciency RatioSolid Fee Income Ratio BB&T 70.0%46.0% Peers 44.3% 63.7% 63.4%63.5% 63.5% 65.044.0 43.2% The efficiency ratio reflects the cost to produce each 42.5%dollar of revenue, expressed as a percentage, i.e., lower 60.8% percentages represent more efcient operations. 58.9% 58.5% 60.042.0 41.0% A higher fee income ratio indicates a bank is producing 55.2% more of its net operating revenue from noninterest income, 54.3% 39.7% 53.9% indicating more diverse sources of revenue. 55.040.0 Excludes securities gains (losses), foreclosed property expense, amortization of intangible assets, merger-related 38.0% 37.7% 37.5% 37.5% 50.038.0 and restructuring charges, the impact of FDIC loss share 37.1% accounting and other selected items. Refer to inside bank cover for appropriate disclosures. 45.0 4Q14 Efficiency 56.7%36.0 4Q14 Fee Income 45.8% Peers include: CMA, FITB, HBAN, KEY, MTB, PNC, RF, STI, USB and ZION 2010201120122013201420102011201220132014 Source: SNL and Company Reports 14 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F GROWTH IN TEXAS BB&T has a way of doing business that people in Texas appreciate. They nd a way to get it done without a lot of fanfare. We know theyre going to be there for us. Don Whitaker, chief nancial ofcer, Keating Auto Group, Victoria, Texas Ben Keating Don Whitaker Christian Corts Glen Davis President, Keating CFO, Keating Auto BB&T Corporate BB&T Market Auto GroupGroupBanking Manager, President, Bryan- Houston/Central College Station Texas BB&T and Keating Auto Group entered the stage for a wide-ranging relationship, the Bryan-College Station market about from wholesale floorplan financing to the same time BB&T with our acquisition working capital and merchant services, of Citibank branches and Keating with when Keating purchased College Station the purchase of its 10th Texas dealership. Ford Lincoln in 2014. Our business is based Its a market both bank and auto dealer on relationships, said Mr. Whitaker. We covet because of Bryan-College Stations need a bank that offers the full spectrum vibrant economy, centered around booming of products, but also one we trust and feel Texas A&M University. BB&Ts approach comfortable with, and that nds solutions if we hit any bumps in the road. For us, to the market impressed Keating CFO Don Whitaker during an introduction to the thats BB&T. bank more than two years ago. That set DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F 14Annual Report Equipment Finance: Serving Our Corporate Clients opening doors to our bankers in all segments as a lead-in product to create new relationships. We see many opportunities ahead. One BB&Ts Equipment Finance exemplies our success in diversifying example: Our AmRisc subsidiary, which insures property against our sources of revenue with national businesses that offer our wind-related catastrophes, has been invited by the state of Florida clients deep and specialized experience. Working in tandem with to exclusively write commercial condominium coverage. our corporate banking and capital markets teams, our equipment finance experts have compiled a six-year compound annual Our specialized lending businesses add more geographic and revenue growth rate of 23%. diversication because they are nationwide, are not linked to real estate and are primarily either consumer or small business nance. We have In 2008, we made a commitment to expand nationally, helping developed or acquired the businesses to provide additional products middle-market and large corporate clients acquire essential and services to our clients. Most businesses operate independently capital equipment while managing their depreciation tax benets. with a strong client base. Our specialized lending associates often are Since then, our average deal size has grown from $75,000 to located alongside our community and corporate bankers, creating $5 million. The types of equipment nanced reect the diverse cross-selling opportunities for our associates and one-stop shopping needs of corporate America: manufacturing, construction, for our clients. For example, we often provide insurance premium technology, medical, mining and all forms of transportation nance to our commercial insurance clients from AFCO/CAFO Prime land, rail, sea and air. In addition to constantly replacing their Rate, one of the largest insurance premium nance companies in the aging equipment, companies today are beginning to add new U.S. and Canada. All of our specialized lending adheres to BB&Ts strict capital assets to take advantage of an improving economy. For credit quality standards. Regional Acceptance Corporation, for instance, example, we increased our focus on corporate aircraft leasing remains very selective as a subprime lender in auto nance, booking just as that sector began taking off again after the recession. only about 5% of applications. We typically do not convert traditional One client, North Carolina-based Richard Childress Racing, uses bankers into specialist roles. We recruit only the top specialists in their its aircraft to transport pit crews to NASCAR races. disciplines, with an average of 20-plus years of experience. John Preston, senior vice president of nance for Southern Wines & Spirits of America Inc., put it this way: From start to nish of each Continue Efforts to Optimize BB&Ts Risk Governance transaction, the BB&T Equipment Finance team is an extremely Framework, Including Capital and Liquidity Management, customer-oriented business partner. I can count on them to be Positioning the Organization for Strategic Opportunities both responsive and competitive. BB&T leases delivery trucks, Our intent with BB&Ts risk governance framework, as it is with every corporate aircraft and computer-driven warehouse conveyor strategy, is to align our risk management with our vision, mission equipment for the nations largest wine and spirits distributor. and values. Thus, we position ourselves from a risk standpoint for Our equipment nance team knows the business well. President sustainable, resilient performance with less earnings variability Tom Jaschik and Chief Operating Ofcer Connie Lancaster each and stable returns through all business conditions. We start with have specialized in equipment nance for more than 30 years. a conservative risk culture that has served us well during even the toughest economic cycles, including the most recent recession Equipment Finance: Six Years of Double-Digit Growth when BB&T was one of the few banks to remain protable. But we Growth in Average Portfolio Balance recognize we must build on that solid credit foundation as BB&T gets bigger amid a zero-tolerance regulatory environment. Over $3.00 $2.68 6-Year Compound Annual Growth Rate 23% the last two years, we have made enormous investments in people, 2.50 $2.28 systems and processes to build an integrated, comprehensive risk $1.93 governance framework, including capital and liquidity management. 2.00 Our new Enterprise Resource Planning system leapfrogs existing peer $1.43 1.50 technologies and signicantly reduces risk by providing consistent, $1.24 $1.12 reliable and reconcilable data and exible, rapid reaction to upcoming 1.00 $0.78 regulatory changes, among many other capabilities. We stress role 0.50 clarity and accountability at every level of the company. Every associate shares responsibility for some aspect of risk management, 0.00 whether in a first-line business unit, in the risk organization 2008200920102011201220132014 or elsewhere in the company. 16 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F CAPITAL MANAGEMENT Associates from throughout the bank have worked side by side to create risk management processes that we can all be proud of and that will benet BB&T and our shareholders for years to come. Kevin Storm, BB&T Capital Management manager Lloyd Francis Tammy Watson Kevin Storm Jared Bogacki Matt Carson Chris Brand Executive Vice President, Senior Vice President, Executive Vice President, Vice President, Senior Vice President, Senior Vice President, BB&T Corporate BB&T Funds Management BB&T Capital BB&T ERM Credit BB&T Financial Planning BB&T Capital Planning Development and Simulation ManagerManagement ManagerAnalytics ManagerManagerand Strategy Manager Capital Planning Manager Over the last two years, hundreds of BB&T our tremendous strides in those areas allow associates have spent long hours in an often-us to deploy our capital for vital purposes, unheralded area that is crucially important including increasing our dividends and making the strategic investments essential to our mission of optimizing the long-term return to our shareholders: building an to our growth. None of this would have been integrated, comprehensive risk governance possible without the relentless efforts of and capital management framework. Our cross-functional teams who met demanding more robust program allows us to more deadlines developing, testing and reviewing efficiently and effectively analyze risk, our improved processes. Their work gives us a competitive advantage over our peers and determine our capital adequacy and evaluate how we will perform in the stress tests supports BB&Ts long-term growth for the used by regulators to gauge how banks fare benet of our shareholders. under multiple economic scenarios. In turn, DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F 14Annual Report Our framework is governed by very strict limits with rigorous Aggressively Control Expenses While Optimizing Our Cost Structure by Reconceptualizing and Enhancing inspection, whether on single-name exposures or portfolio the Effectiveness of Our Businesses concentrations, and we dont make exceptions. For example, we do not participate in high-risk ventures like leveraged lending. Quite Our approach to increasing our efficiency and controlling our simply, if we dont fully understand the risk, we dont feel we can expenses underscores two of our fundamental beliefs at BB&T: manage it, and we dont participate. That does not mean we avoid We must think long term in setting our strategies, and we must be risk; our strategy is to identify those areas where the risk is predictable laser focused every day in executing those strategies. and where we can be compensated for assuming it. So we focus We have made very substantial, strategic investments in our people, on nding those businesses with the least amount of risk and the processes and systems over the last two years to become more highest return opportunity with the least variability. One example: efcient in an environment of increasing competition and regulatory Shefeld Financial, BB&Ts direct installment lender in power and requirements. Investments in general ledger and commercial loan sports equipment, with both strong credit quality and loan growth. systems, for example, will allow us to significantly increase our A key lesson of the recession is the danger of too much concentration. cost savings and maximize our referrals and cross-selling revenue. Our five-year diversification plan has reduced exposure to more Of course, investing in infrastructure increases costs over the short- volatile real estate and increased our focus on more stable term. The good news is those higher expenses are largely behind us commercial and industrial and consumer loans, while also improving as we enter 2015 and, more importantly, we will begin to see the the mix of our deposit structure. long-term benets in greater efciency. One clear benefit of all our hard work in enhancing our risk At the same time, we have been focused on executing our strategy governance framework is the operational freedom to act on by continuing to be brutally intense in controlling expenses, including strategic opportunities a crucial advantage in todays regulatory closing suboptimal branches. We recognize that we cannot control environment when any gaps or deciencies in a banks risk system some expenses, such as higher regulatory costs. Rather, we believe can quickly shut down strategic initiatives such as acquisitions. limiting expenses we can control must be a permanent mindset Of course, every bank claims to control risk. For an independent of every associate, every day, in every area of BB&T. We also are evaluation, we asked a leading consultant for exhaustive examination aggressively reconceptualizing and restructuring our businesses of BB&Ts risk culture. The results: BB&T outperformed our peers on to operate more efciently. Just as a top-down approach to layoffs nine out of 10 key cultural parameters. BB&Ts risk culture, which is rarely effective, we do not mandate how our businesses are is strongly conservative, inuences the entire bank positively and redesigned; we challenge and empower our associates closest to the signicantly, the consultant wrote. business to show us a better way. OUR VISION To Create the Best Financial Institution Possible The Best of The Best OUR MISSION To Make the World a Better Place to Live, By: Helping our Clients Achieve Economic Success and Financial Security; Creating a Place where our Associates can Learn, Grow and be Fullled in their Work; Making the Communities in which we Work Better Places to be; and thereby: Optimizing the Long-Term Return to our Shareholders, while Providing a Safe and Sound Investment. 18 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F 14Annual Report THANK YOU Our long-term adherence to our culture, vision, mission and values The naysayers say the U.S. has seen its best days and focus on our industrys difculties. We absolutely reject that. The U.S. capitalistic is a shared commitment that has set BB&T apart for 143 years. system is the greatest economic engine in the world. At BB&T, we I would like to express my deep appreciation to our talented executive know each day will bring challenges and opportunities. We confront management team, who lead that steadfast commitment every day. the challenges but dont obsess over them. We look for the potential, The team is relatively young in age, with an average age of 56. But rather than the aws, so we can identify and take advantage of all the it is very deep in experience, with an average of 30 years with BB&T, opportunities. We maintain an enthusiastic, positive attitude. typically starting in our leadership development program. Despite a challenging regulatory and business environment, BB&T The guidance of BB&Ts strong board of directors also has been is well positioned to take advantage of our opportunities and crucial in helping me and our leadership team steer a steady course leverage our strengths, ultimately achieving our long-term purpose of in a challenging, rapidly changing environment. We are excited that rewarding our shareholders for their investments. Our opportunities Susquehanna Chairman and CEO William J. Reuter and Susquehanna are enormous. We have outstanding core markets, with expansion board member Christine Sears will join the BB&T board upon closing opportunities when they arise and make sense. We have outstanding of that transaction. products and services. We have an outstanding leadership team, I am also indebted to every BB&T associate who shares the board of directors and associates. With a shared commitment commitment to do our best for our clients as much as I do as CEO. to growth, leadership, our culture and the success of our clients, and During a talk to 500 Rotarians recently, a gentleman asked me to with your continuing support, I am condent that BB&Ts best days give one reason why he should bank with BB&T. My answer: Because are ahead. our associates get up every morning focused on how we can help our clients be more successful. Consider the words of just one associate, Dontá Wilson, president of BB&Ts Atlanta-based Northern Georgia region, in a recent Kelly S. King, Chairman and Chief Executive Ofcer interview: For me, being a banker is not a job or a career. Its a calling February 23, 2015 to do meaningful, impactful, purposeful work. Bankers do the noble work of caring for and educating our fellow neighbors so that we can change our neighbors nancial trajectory and give them an opportunity to achieve economic success and nancial security. His words underscore why our common culture is so powerful, and what makes me proud of all of our associates and condent about our future. OUR VALUES 19 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F 14Annual Report EXECUTIVE MANAGEMENT Daryl N. Bible Barbara F. Duck Christopher L. Henson Kelly S. King Steven B. Wiggs Cynthia A. Williams Senior Executive Vice Senior Executive Vice Chief Operating OfcerChairman and Chief Senior Executive Vice Senior Executive President and Chief President and Enterprise Executive OfcerPresident and Chief Vice President and Robert J. Johnson, Jr. Financial Ofcer Risk ManagerMarketing Ofcer and Chief Corporate General Counsel, Clarke R. Starnes III Lending Group ManagerCommunications Ofcer Ricky K. Brown Donna C. Goodrich Secretary and Chief Senior Executive Senior Executive Vice Senior Executive Vice Corporate Governance Vice President and W. Rufus Yates President and President, President and Deposit Ofcer Chief Risk OfcerSenior Executive Vice Community BankingServices ManagerPresident and Capital Markets Manager Pictured left to right: Steve Wiggs, Cynthia Williams, Rufus Yates, Donna Goodrich, Chris Henson, Kelly King, Clarke Starnes, Ricky Brown, Daryl Bible, Barbara Duck, Bob Johnson CORPORATE BOARD OF DIRECTORS Jennifer S. Banner Ronald E. Deal John P. Howe III, M.D. Louis B. Lynn, Ph.D. Nido R. Qubein Thomas N. Thompson President and Chief President President Chief Executive Ofcer Chairman President and Schaad Companies, LLC Wesley Hall, Inc. Chief Executive Ofcer Executive Ofcer High Point University Thompson Homes, Inc. ENVIRO AgScience, Inc. Chairman Representative and President and CEO Hickory, N.C.Project HOPE SchaadSource, LLC (Health Opportunities Columbia, S.C.Great Harvest Bread Co. Kentucky House James A. Faulkner High Point, N.C.of Representatives Knoxville, Tenn.for People Everywhere) Retired CEO Edward C. Milligan Washington, D.C.Owensboro, Ky. Century South Banks Retired Chairman Tollie W. Rich, Jr. K. David Boyer, Jr. Retired Chief Edwin H. Welch, Ph.D. Chief Executive Ofcer Dahlonega, Ga.Eric C. Kendrick Main Street Banks, Inc. President Marietta, Ga.Operating Ofcer President GlobalWatch I. Patricia Henry University of Charleston Technologies, Inc. Mereck Associates, Inc. Life Savings Bank Retired Director Charles A. Patton Arlington, Va.Cape Coral, Fla.Charleston, W.Va. Oakton, Va. of Strategic Projects Consultant Stephen T. Williams Anna R. Cablik Miller Brewing Co. Kelly S. King Former President and CEO Thomas E. Skains Chairman and Virginia First Savings Bank Chairman, President and President President Stone Mountain, Ga. Anasteel & Supply Chief Executive Ofcer Hopewell, Va.Chief Executive Ofcer A.T. Williams Oil Co. BB&T Corporation Piedmont Natural Winston-Salem, N.C. Company, LLC and Anatek, Inc. Winston-Salem, N.C.Gas Company, Inc. Charlotte, N.C. Marietta, Ga. 20 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Provided by BB&T Insurance Services, Inc., McGriff, Seibels & Williams, Inc., BB&T Insurance Services of California, Inc., and Precept Insurance Solutions, LLC Supreme Court to Rule on Same-Sex Marriage Legislative Alert 02-2015January 19, 2015 Quick Facts:ΘOn Jan. 16, 2015, the U.S. Supreme Court agreed ΘThe Supreme Court is expected to hear to hear four cases challenging bans on same-sex oral arguments in April 2015. marriage. ΘŷĻ{ǒƦƩĻƒĻ/ƚǒƩƷƭ ķĻĭźƭźƚƓ źƭ ĻǣƦĻĭƷĻķ Θ/ǒƩƩĻƓƷƌǤͲ ЌЏ ƭƷğƷĻƭ ğƓķ ƷŷĻ 5źƭƷƩźĭƷ ƚŅ /ƚƌǒƒĬźğ to be issued before its current term ends allow same-sex marriage. in late June2015. On Jan. 16, 2015, the U.S. Supreme Court agreedto hearappeals in same-sex marriage cases from On Jan. 16, 2015, Ohio, Tennessee, Michigan and Kentucky. The Supreme Court will take on the issue of whether the U.S. Supreme same-sex couples have a constitutional right to marry or whether states are permitted to ban gay Court agreed to marriage. take on the issue In its review, the Supreme Court will focus on a decision by the U.S. 6th Circuit Court of Appeals of whether same- that upheld bans on same-sex marriage in Ohio, Tennessee, Michigan and Kentucky. These four sex couples have a states are among the 14 states that still have bans on same-sex marriage. Currently, same-sex marriage is available in 36 states and the District of Columbia. constitutional right to marry or ŷĻ {ǒƦƩĻƒĻ /ƚǒƩƷ źƭ ĻǣƦĻĭƷĻķ Ʒƚ ŷĻğƩ ƚƩğƌ ğƩŭǒƒĻƓƷƭ źƓ ƌğƷĻ !ƦƩźƌ ЋЉЊЎ͵ ŷĻ {ǒƦƩĻƒĻ /ƚǒƩƷƭ whether states are ruling is expected to be issued in the summer, most likely in late June 2015. permitted to ban Overview of Same-Sex Marriage Decisions gay marriage. CƚƌƌƚǞźƓŭ ƷŷĻ {ǒƦƩĻƒĻ /ƚǒƩƷƭ WǒƓĻ ЋЉЊЌ ƩǒƌźƓŭ źƓǝğƌźķğƷźƓŭ ƦğƩƷ ƚŅ ƷŷĻ ŅĻķĻƩğƌ 5ĻŅĻƓƭĻ ƚŅ Marriage Act (DOMA), a number of courts have addressed whether state laws prohibiting same-sex marriage are permissible. So far, five out of the 13 federal appeals courts have issued decisions on same-sex marriage bans. State laws prohibiting same-sex marriage have been invalidated by the 4th Circuit, 7th Circuit, 9th Circuit and 10th Circuit. On Nov. 6, 2014, the 6th Circuit upheld state bans on same-sex marriage. The 6th Circuit ruled that the same-sex marriage issue ƭŷƚǒƌķ ĬĻ ķĻĭźķĻķ źƓ Ļğĭŷ ƭƷğƷĻ ƷŷƩƚǒŭŷ ƷŷĻ ƩĻŭǒƌğƩ ƦƚƌźƷźĭğƌ ƦƩƚĭĻƭƭ ğƓķ ƓƚƷ ƷŷƩƚǒŭŷ ƷŷĻ ĭƚǒƩƷ ƭǤƭƷĻƒ͵ ŷĻ ЏƷŷ /źƩĭǒźƷƭ ķĻĭźƭion conflicts with the decisions from the other appeals courts, which createda split between the federal appeals courts on the same-sex marriage issue. LƓ hĭƷƚĬĻƩ ЋЉЊЍͲ ĬĻŅƚƩĻ ƷŷĻ ЏƷŷ /źƩĭǒźƷƭ ķĻĭźƭźƚƓ Ǟğƭ źƭƭǒĻķͲ Ʒŷe Supreme Court declined to hear appeals in the other same-sex marriage cases. Supreme Court Justice Ruth Bader Ginsburg indicated that the main reason theSupreme Court decided not to review the same-sex marriage issue was that there was not a split in decisions among the federal appeals courts at that time. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Supreme Court Review By taking on the same-sex marriage issue, the Supreme Court will likely resolvethe split in decisions between the federal appeals courts. In what will be a landmark decision, the Supreme Court is expected to decide whether the U.S. Constitution gives same-sex couples across the country the right to marry. ŷĻ {ǒƦƩĻƒĻ /ƚǒƩƷ ŷğƭ źƓķźĭğƷĻķ ƷŷğƷ źƷ Ǟźƌƌ ƩǒƌĻ ƚƓ ƷǞƚ ƭƦĻĭźŅźĭ źƭƭǒĻƭΓƷŷĻ ƦƚǞĻƩ ƚŅ ƷŷĻ ƭƷğƷĻƭ Ʒƚ ĬğƓ ƭğƒĻΏƭĻǣ ƒğƩƩźğŭĻƭ ğƓķ the ƦƚǞĻƩ ƚŅ ƷŷĻ ƭƷğƷĻƭ Ʒƚ ƩĻŅǒƭĻ Ʒƚ ƩĻĭƚŭƓźǩĻ ƭğƒĻΏƭĻǣ ƒğƩƩźğŭĻƭ ƦĻƩŅƚƩƒĻķ źƓ ƚƷŷĻƩ ƭƷğƷĻƭ͵ ŷĻ {ǒƦƩĻƒĻ /ƚǒƩƷƭ ƚƦźƓźƚƓ ŷğƭ ƷŷĻ potential to impact the legality of same-sex marriages throughout the United States, either by legalizing gay marriage or by overturning court decisions that have invalidated state bans on same-sex marriage. This ComplianceBulletin is not intended to be exhaustive nor should any discussion or opinions be construed as legal advice. Readers should contact legal counsel for legal advice.Design ©2015Zywave, Inc.All rights reserved. The information provided should not be considered tax or legal advice. Please consult with your individual tax advisor and/orattorney regarding your individual circumstances. Insurance products are offered by BB&T Insurance Services, Inc., BB&T Insurance Services of California, Inc., F.B.P. Insurance Services, LLC DBA Precept Insurance Solutions, LLC and DBA as Proview AdvancedAdministrators, LLC, and McGriff, Seibels & Williams, Inc., all subsidiaries of BB&T Insurance Holdings, Inc. BB&T Insurance Services, Inc., CA Lic #0C64544; BB&T Insurance Services of California, Inc., CA Lic #0619252; F.B.P. Insurance Services, LLC, CA Lic #0747466; McGriff, Seibels & Williams, Inc., CA Lic #0E83682. © 2015, Branch Banking and Trust Company. All rights reserved. Insurance.BBT.com Page 2 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Provided by BB&T Insurance Services, Inc., McGriff, Seibels & Williams, Inc., BB&T Insurance Services of California, Inc., and Precept Insurance Solutions, LLC ERISA Compliance FAQs: Enforcement Legislative Alert 06-2015February 23, 2015 The Employee Retirement Income Security Act of 1974 (ERISA) is a federal law that sets minimum standards for employee benefit plans maintained by private-sector employers. ERISA includes requirements for both retirement plans (for example, 401(k) plans) and welfare benefit plans (for example, group health plans). ERISA has been amended many times over the years, expanding the protections available to welfare benefit plan participants and beneficiaries. ŷĻ 5ĻƦğƩƷƒĻƓƷ ƚŅ \[ğĬƚƩ Λ5h\[ΜͲ ƷŷƩƚǒŭŷ źƷƭ 9ƒƦƌƚǤĻĻ .ĻƓĻŅźƷƭ {ĻĭǒƩźƷǤ !ķƒźƓźƭƷƩğƷźƚƓ Λ9.{!ΜͲ ĻƓŅƚƩĭĻƭ ƒƚƭƷ ƚŅ 9wL{!ƭ provisions. Violating ERISA can have serious and costly consequences for employers that sponsor welfare benefit plans, either through DOL enforcement actions and penalty assessments or through participant lawsuits. ŷźƭ \[ĻŭźƭƌğƷźǝĻ .ƩźĻŅ źƓĭƌǒķĻƭ ğ ƭĻƷ ƚŅ ŅƩĻƨǒĻƓƷƌǤ ğƭƉĻķ ƨǒĻƭƷźƚƓƭ ΛC!vƭΜ Ʒƚ ŷĻƌƦ ĻƒƦƌƚǤĻƩƭ ǒƓķĻƩƭƷğƓķ ŷƚǞ 9wL{!ƭ requirements for welfare benefit plans are enforced. How Does the DOLEnforceERISA? The DOL has broad authority to investigate or audit ğƓ ĻƒƦƌƚǤĻĻ ĬĻƓĻŅźƷ ƦƌğƓƭ ĭƚƒƦƌźğƓĭĻ ǞźƷŷ ƷŷĻ 9wL{!͵ ŷĻ 5h\[ƭ EBSA division handles audits of employee benefit plans. To perform these audits, EBSA employs over 400 investigators working out of field offices, many of whom are lawyers or CPAs or have advanced degrees in business or finance. 5h\[ ğǒķźƷƭ ƚŅƷĻƓ Ņƚĭǒƭ ƚƓ ǝźƚƌğƷźƚƓƭ ƚŅ 9wL{!ƭ ŅźķǒĭźğƩǤ ƚĬƌźŭğƷźƚƓƭ ğƓķ ƩĻƦƚƩƷźƓŭ ğƓķ ķźƭĭƌƚƭǒƩĻ ƩĻƨǒźƩĻƒĻƓƷƭ͵ ŷĻ 5h\[ ƒğǤ ğƌƭƚ źƓǝĻƭƷźŭğƷĻ ǞŷĻƷŷĻƩ ğƓ ĻƒƦƌƚǤĻĻ ĬĻƓĻŅźƷ ƦƌğƓ ĭƚƒƦƌźĻƭ ǞźƷŷ 9wL{!ƭ ƦƩƚƷĻĭƷźƚƓƭ ŅƚƩ ƦƌğƓ ƦğƩƷźĭźƦğƓƷƭ͵ Recently, the DOL has been using its investigative authority to enforce compliance with the Affordable Care Act (ACA). Traditionally, DOL audits of employee benefit plans have focused primarily on retirement plans, such as 401(k) plans. However, now that the DOL has started enforcing compliance with the ACA, health plan audits are on the rise. Enforcement Statistics:During the 2014 fiscal year, EBSA closed 3,928 civil investigations. Of these, 64.7 percent resulted in monetary results for employee benefit plans or other corrective action. In addition, EBSA filed 107 civil lawsuits and closed 365 criminal investigations. EBSA's criminal investigations led to ƷŷĻ źƓķźĭƷƒĻƓƷ ƚŅ ЊЉЏ źƓķźǝźķǒğƌƭΓźƓĭƌǒķźƓŭ ƦƌğƓ ƚŅŅźĭźğƌƭͲ ĭƚƩƦƚƩğƷĻ ƚŅŅźĭĻƩƭ ğƓķ ƭĻƩǝźĭĻ ƦƩƚǝźķĻƩƭΓŅƚƩ offenses related to employee benefit plans. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F What are the Possible Consequences of aDOLInvestigation? Being selected for a DOL audit can have serious consequences for an employer. According to a DOL audit report for the 2014 fiscal year, approximately 5 out of 8 investigations resulted in penalties or required other corrective action, such as paying amounts to restore losses, disgorging profits and ensuring claims were properly processed and paid. In addition, ğ 5h\[ ğǒķźƷ ƒğǤ ƓĻŭğƷźǝĻƌǤ ğŅŅĻĭƷ ğƓ ĻƒƦƌƚǤĻƩƭ ƓƚƩƒğƌ ĬǒƭźƓĻƭƭ ƚƦĻƩğƷźƚƓƭ ĬĻĭğǒƭĻ ƷŷĻ ğǒķźƷ ƦƩƚĭĻƭƭ ĭğƓ ĬĻ ĬƚƷŷ stressful and time-consuming. The DOL has authority to assess civil penalties for many different types of ERISA violations. Common penalty assessments involve the following: Form 5500 violations (for example, not The DOL has the authority under ERISA to assess penalties of up to $1,100 filing a Form 5500 when required or per day for each day an administrator fails or refuses to file a complete Form filing an incomplete Form 5500)5500. The penalties may be waived if the noncompliance was due to reasonable cause. Failing to respondƷƚ ƦğƩƷźĭźƦğƓƷƭ LŅ ğ ƦƌğƓ ğķƒźƓźƭƷƩğƷƚƩ Ņğźƌƭ Ʒƚ ƩĻƭƦƚƓķ Ʒƚ ğ ƦğƩƷźĭźƦğƓƷƭ ƩĻƨǒĻƭƷ ŅƚƩ ƦƌğƓ requests for plan informationdocuments (for example, the latest summary plan description) within 30 days, the plan administrator may be charged up to $110 per day from the date of the failure or refusal to provide the information. Breaches of fiduciary dutyFor fiduciary duty breaches, the DOL will assess a civil penalty against the fiduciary in an amount equal to 20 percent of the applicable recovery amount. Ifa fiduciary breach has been found, the penalty is mandatory. In general, the penalty is assessed after payment of the applicable recovery amount pursuant to a settlement agreement with the DOL. In addition, a DOL audit may lead to a criminal investigation of a plan sponsor, fiduciary or service provider if criminal activity (such as embezzlement, kickbacks and false statements) is discovered during an audit. Whether a matter is referred for criminal prosecution depends on a number of factors, including: The egregiousness and magnitude of the violation; The desirability and likelihood of incarceration both as a deterrent and as a punishment; and ŷĻƷŷĻƩ ƷŷĻ ĭğƭĻ źƓǝƚƌǝĻƭ ğ ƦĻƩƭƚƓ Ǟŷƚ ǝźƚƌğƷĻķ 9wL{!ƭ ƩĻƨǒźƩĻƒĻƓƷƭ ĬĻŅƚƩĻ͵ Why Does the DOLSelect Certain Health Plans for Audit? A DOL audit can be triggered for a variety of reasons. In most cases, the DOL investigator will not disclose to an employer why its health plan was selected for audit. However, there are some common audit triggers that an employer should keep in mind. Common triggers for a DOL audit include: Participant complaints to the DOL about potential ERISA violations. In 2014, according to a DOL audit summary, 687 new investigations were opened as a result of participant complaints. According to the DOL, when it becomes aware of repeated complaints with respect to a particular plan, employer or service provider, or when there is information indicating a suspected fiduciary breach, the matter is referred for investigation. !ƓƭǞĻƩƭ ƚƓ ƷŷĻ ƦƌğƓƭ Form 5500͵ CƚƩ ĻǣğƒƦƌĻͲ źŅ ğ ƦƌğƓƭ CƚƩƒ ЎЎЉЉ źƭ źƓĭƚƒƦƌĻƷĻͲ ƚƩ źŅ źƓĭƚƓƭźƭƷĻƓƷ information is reported from year to year, the DOL may investigate the issue further. This ComplianceBulletin is not intended to be exhaustive nor should any discussion or opinions be construed as legal advice. Readers should contact legal counsel for legal advice.Design ©2015Zywave, Inc.All rights reserved. EM 2/15 The information provided should notbe considered tax or legal advice. Please consult with your individual tax advisor and/or attorney regarding your individual circumstances. Insurance products are offered by BB&T Insurance Services, Inc., BB&T Insurance Services of California, Inc., F.B.P. Insurance Services, LLC DBA Precept Insurance Solutions, LLC and DBA as Proview Advanced Administrators, LLC, and McGriff, Seibels & Williams, Inc., all subsidiaries of BB&T Insurance Holdings, Inc. BB&T Insurance Services, Inc., CA Lic #0C64544; BB&T Insurance Services of California, Inc., CA Lic #0619252; F.B.P. Insurance Services, LLC, CA Lic #0747466; McGriff, Seibels & Williams, Inc., CA Lic #0E83682. © 2015, Branch Banking and Trust Company. All rights reserved. Insurance.BBT.com Page 2 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F ŷĻ 5h\[ƭ national enforcement priorities or projects Ͳ Ǟŷźĭŷ ƷğƩŭĻƷ ƷŷĻ 5h\[ƭ ƩĻƭƚǒƩĭĻƭ ƚƓ ĭĻƩƷğźƓ źƭƭǒĻƭ͵ CƚƩ ĻǣğƒƦƌĻͲ ƷŷĻ 5h\[ƭ IĻğƌƷŷ .ĻƓĻŅźƷƭ {ĻĭǒƩźƷǤ tƩƚƆĻĭƷ ŅƚĭǒƭĻƭ ƚƓƒğƉźƓŭ ƭǒƩĻ ŷĻğƌƷŷ ƦƌğƓƭ ğƓķ ŷĻğƌƷŷ źƓƭǒƩğƓĭĻ źƭƭǒĻƩƭ ĭƚƒƦƌǤ ǞźƷŷ ƷŷĻ !/!ƭ ƒğƓķğƷĻƭ͵ How Can an Employer Minimize Its Risk of Being Audited by the DOL? As a practical matter, an employer has little control over whether it will be audited by the DOL. However, an employer can take the following steps to help minimize its exposure to a DOL audit: wĻƭƦƚƓķ Ʒƚ ƦğƩƷźĭźƦğƓƷƭ ĬĻƓĻŅźƷ ƨǒĻƭƷźƚƓƭ ğƓķ ƩĻƨǒĻƭƷƭ ŅƚƩ źƓŅƚƩƒğƷźƚƓ ƚƓ ğ ƷźƒĻƌǤ Ĭğƭźƭͳ File Form 5500 on time and make sure it is complete and accurate; Distribute participant notices required by law (for example, the summary of benefits and coverage) by the deadline; and Make timely updates to plan documents and summary plan descriptions (SPDs) to reflect legal and design changes. How Do Employers Know if They are Selected by the DOLfor an Audit? ŷĻƓ ƷŷĻ 5h\[ ƭĻƌĻĭƷƭ ğƓ ĻƒƦƌƚǤĻƩƭ ŷĻğƌƷŷ ƦƌğƓ ŅƚƩ ğǒķźƷͲ ƷŷĻ 5h\[ Ǟźƌƌ ƭĻƓķ ƚǒƷ ğƓ źƓǝĻƭƷźŭğƷƚƩǤ ƌĻƷƷĻƩ͵ ŷźƭ ƌĻƷƷĻƩ ƭĻƩǝĻƭ Ʒƚ ƓƚƷźŅǤ ƷŷĻ ĻƒƦƌƚǤĻƩ ƷŷğƷ ğ 5h\[ źƓǝĻƭƷźŭğƷźƚƓ Ǟźƌƌ ƷğƉĻ ƦƌğĭĻ͵ LƓǝĻƭƷźŭğƷźƚƓƭ ĭğƓ ĬĻ źƓ ƷŷĻ ŅƚƩƒ ƚŅ ğ ͻƌźƒźƷĻķ ƩĻǝźĻǞͼ ƚƩ ğ ŅǒƌƌΏƭĭğƌĻ źƓǝĻƭƷźŭğƷźƚƓ͵ Generally, the initial letter from the DOL will include a request for a list of plan-related documents. Employers that receive audit letters may be surprised and overwhelmed by the number of documents requested by the DOL auditor. Although employers generally have no way of knowing whether they will be selected for an audit, it is important for them to maintain employee benefit documents in an organized fashion so they can respond to a DOL auditrequest in the event this occurs. Typically, the audit letter will request that the documents be provided by a specified date. Inadequate or late responses could trigger additional document requests, interviews, on-site visits and even DOL enforcement actions. How Can Employers be Prepared for aDOLAudit? Just because an employer has been selected for an audit does not mean that the employer has violated an employee benefits law. Even an employer in compliance can encounter an unexpected audit. A DOL audit is not a simple process and being prepared can potentially save an employer a large amount of money, time and stress. The best way to prepare for a DOL audit is to remain in compliance with the law and establish a recordkeeping system for maintaining all of the important documents relating to your employee benefit plans. Retaining complete and ğĭĭǒƩğƷĻ ƩĻĭƚƩķƭ Ǟźƌƌ ŷĻƌƦ ƒƚǝĻ ğƌƚƓŭ ƷŷĻ ğǒķźƷ ƦƩƚĭĻƭƭ ğƓķ ƦƩƚǝźķĻ ğƓ ğĭĭǒƩğƷĻ ƦźĭƷǒƩĻ ƚŅ ğƓ ĻƒƦƌƚǤĻƩƭ ĬĻƓĻŅźƷ package. As a general rule, these records should be retained for seven years. Example:LŅ ǤƚǒƩ ŷĻğƌƷŷ ƦƌğƓ źƭ ͻŭƩğƓķŅğƷŷĻƩĻķͼ ǒƓķĻƩ ƷŷĻ !/!Ͳ ĭƚƓŅźƩƒ ƷŷğƷ Ǥƚǒ ŷğǝĻ źƓĭƌǒķĻķ ƷŷĻ ƓƚƷźĭĻ ƚŅ ŭƩğƓķŅğƷŷĻƩĻķ ƭƷğƷǒƭ źƓ ƒğƷĻƩźğƌƭ ƷŷğƷ ķĻƭĭƩźĬĻ ƷŷĻ ƦƌğƓƭ ĬĻƓĻŅźƷƭͲ ƭǒĭŷ ğƭ ƷŷĻ ƦƌğƓƭ {t5Ͳ ğƓķ document that you provided the notice at the required times. Maintain this documentation so that it is easily accessible to you in the future. This ComplianceBulletin is not intended to be exhaustive nor should any discussion or opinions be construed as legal advice. Readers should contact legal counsel for legal advice.Design ©2015Zywave, Inc.All rights reserved. EM 2/15 The information provided should notbe considered tax or legal advice. Please consult with your individual tax advisor and/or attorney regarding your individual circumstances. Insurance products are offered by BB&T Insurance Services, Inc., BB&T Insurance Services of California, Inc., F.B.P. Insurance Services, LLC DBA Precept Insurance Solutions, LLC and DBA as Proview Advanced Administrators, LLC, and McGriff, Seibels & Williams, Inc., all subsidiaries of BB&T Insurance Holdings, Inc. BB&T Insurance Services, Inc., CA Lic #0C64544; BB&T Insurance Services of California, Inc., CA Lic #0619252; F.B.P. Insurance Services, LLC, CA Lic #0747466; McGriff, Seibels & Williams, Inc., CA Lic #0E83682. © 2015, Branch Banking and Trust Company. All rights reserved. Insurance.BBT.com Page 3 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Because the DOL has increased the frequency of health plan audits, employers should consider reviewing their health ƦƌğƓƭ ŅƚƩ ĭƚƒƦƌźğƓĭĻ ƓƚǞͲ ĬĻŅƚƩĻ ƷŷĻǤ ğƩĻ ƭĻƌĻĭƷĻķ ŅƚƩ ğǒķźƷ͵ LƷ źƭ źƒƦƚƩƷğƓƷ ŅƚƩ ĻƒƦƌƚǤĻƩƭ Ʒƚ ŭĻƷ ƷŷĻźƩ ŷĻğƌƷŷ ƦƌğƓƭ paperwork in order as part of this process. Employers may want to designate one location for maintaining records relating to their health plans, such as plan documents and insurance contracts, SPDs and notices required under the ACA ğƓķ ƚƷŷĻƩ ŅĻķĻƩğƌ ƌğǞƭ ΛŅƚƩ ĻǣğƒƦƌĻͲ ƷŷĻ ƚƒĻƓƭ IĻğƌƷŷ ğƓķ /ğƓĭĻƩ wźŭŷƷƭ !ĭƷΜ͵ 9ǝĻƓ Ʒŷƚǒŭŷ ğ ĭƚƒƦƌźğƓĭĻ ƩĻǝźĻǞ Ǟźƌƌ require some time and effort now, it will likely pay off in the future in the event the employeris selected for a DOL audit. If an Employer Discovers aCompliance Mistake, are there Any Correction Programs Available to Correct It? LŅ ğƓ ĻƒƦƌƚǤĻƩ ƩĻǝźĻǞƭ źƷƭ ŷĻğƌƷŷ ƦƌğƓƭ ĭƚƒƦƌźğƓĭĻ ǞźƷŷ ĻƒƦƌƚǤĻĻ ĬĻƓĻŅźƷ ƌğǞƭ ğƓķ ķźƭĭƚǝĻƩƭ ğ ǝźƚƌğƷźƚƓͲ ƷŷĻƩĻ ƒğǤ ĬĻğ way to address the mistake before the DOL discovers it and assesses a penalty. The DOL has self-correction programs for certain violations that an employer discovers prior to being audited. These programs offer incentives to an employer to file delinquent Forms 5500 and correct fiduciary breaches. The Delinquent Filer Voluntary Compliance Program(DFVCP) encourages plan administrators to bring their ƦƌğƓƭ źƓƷƚ ĭƚƒƦƌźğƓĭĻ ǞźƷŷ 9wL{!ƭ CƚƩƒ ЎЎЉЉ Ņiling requirements. The DFVCP gives delinquent plan administrators a way to avoid potentially higher civil penalty assessments by voluntarily filing late Forms 5500 and paying reduced penalties. More than 24,000 annual reports were received through this program in fiscal year 2014. The Voluntary Fiduciary Correction Program(VFCP) allows plan officials who have identified certain violations of ERISA to take corrective action to remedy the breaches and voluntarily report the violations to EBSA, without becoming the subject of an enforcement action. In fiscal year 2014, EBSA received 1,643 applications for the VFCP. Can Participants Bring Their Own Lawsuits under ERISA? Participants may sue their welfare benefit plans, as well as the plan administrator and other plan fiduciaries, to enforce their rights under ERISA.ERISA permits lawsuits by participants for benefits under a plan, for breaches of fiduciary duty or to obtain other appropriate equitable relief to remedy an ERISA violation or to enforce the terms of the plan. In addition, participants can sue for intentional interference with their ERISA protected rights. Benefits litigation (that is, claims by participants seeking benefits under a plan) is by far the most common type of ERISA litigation. When a benefit claim is successful, ERISA limits the remedies that can be awarded by the court. In addition, claims that are based on state law are generally preempted by ERISA. Due to these factors, courts rarely provide any relief to participants other than restoring benefits that were denied under the plan, along with the possibility of ğǞğƩķźƓŭ źƓƷĻƩĻƭƷ ğƓķ ğƷƷƚƩƓĻǤƭ ŅĻĻƭ͵ This ComplianceBulletin is not intended to be exhaustive nor should any discussion or opinions be construed as legal advice. Readers should contact legal counsel for legal advice.Design ©2015Zywave, Inc.All rights reserved. EM 2/15 The information provided should notbe considered tax or legal advice. Please consult with your individual tax advisor and/or attorney regarding your individual circumstances. Insurance products are offered by BB&T Insurance Services, Inc., BB&T Insurance Services of California, Inc., F.B.P. Insurance Services, LLC DBA Precept Insurance Solutions, LLC and DBA as Proview Advanced Administrators, LLC, and McGriff, Seibels & Williams, Inc., all subsidiaries of BB&T Insurance Holdings, Inc. BB&T Insurance Services, Inc., CA Lic #0C64544; BB&T Insurance Services of California, Inc., CA Lic #0619252; F.B.P. Insurance Services, LLC, CA Lic #0747466; McGriff, Seibels & Williams, Inc., CA Lic #0E83682. © 2015, Branch Banking and Trust Company. All rights reserved. Insurance.BBT.com Page 4 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Q&As on Employer Reporting of Health Coverage (Section 6056) Legislative Alert 33-2014 September 9, 2014 The Affordable Care Act (ACA) created new reporting requirements under Internal Revenue Code (Code) Section 6056. These new reporting rules require applicable large employers (ALEs) subjecƷ Ʒƚ ƷŷĻ !/!ƭ ĻƒƦƌƚǤĻƩ ƭŷğƩĻķ ƩĻƭƦƚƓƭźĬźƌźƷǤ ƩǒƌĻƭ Ʒƚ ƩĻƦƚƩƷ information on the health coverage offered to full-time employees to the Internal Revenue Service (IRS) and covered individuals. Related statements must also be provided to individuals. The additional reporting is intended to promote transparency with respect to health plan coverage and costs. It will also provide the ŭƚǝĻƩƓƒĻƓƷ ǞźƷŷ źƓŅƚƩƒğƷźƚƓ Ʒƚ ğķƒźƓźƭƷĻƩ ƷŷĻ !/!ƭ ĻƒƦƌƚǤĻƩ ƭŷared responsibility rules and premium tax credits. The employer shared responsibility rules impose penalties on ALEs that do not offer affordable, minimum value coverage to their full-time employees and dependents. ŷĻ !/!ƭ ĻƒƦƌƚǤĻƩ ƦĻƓğƌƷźĻƭ ǞĻƩĻ ƭĻƷ Ʒƚ ƷğƉĻ ĻŅŅĻĭƷ ƚƓ WğƓ͵ ЊͲ ЋЉЊЍͲ ĬǒƷ ƷŷĻǤ ŷğǝĻ ĬĻĻƓ ķĻƌğǤĻķ until 2015. On Aug. 29, 2014, the IRS released the following Questions and Answers (Q&As) on Section 6056. Information reporting under Section 6056 is voluntary for calendar year 2014. Reporting is first required in early 2016 for calendar year 2015. Basics of Employer Reporting 1. What are the information reporting requirements for employers relating to offers of health insurance coverage under employer-sponsored plans? The ACA added Code Section 6056, which requires ALEs to file information returns with the IRS and provide statements to their full- time employees about the health insurance coverage the employer offered. (For a definition of ALE, see question 5, below.) , an ALE may be a single entity or may consist of a group of related entities (such as parent Under the Section 6056 final regulations and subsidiary or other affiliated entities). In either case, these reporting requirements apply to each separate entity and each separate entity is referred to as an applicable large employer member (ALE member). See question 7 for more information about the treatment of related entities. The IRS will use the information provided on the information return to administer the employer shared responsibility rules in Section 4980H. The IRS and the employees of an ALE will use the information provided as part of the determination of whether an employee is eligible for the premium tax credit under the ACA. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F ALEs that sponsor self-insured group health plans also are required to report information under Section 6055 about the health ĭƚǝĻƩğŭĻ ƷŷĻǤ ƦƩƚǝźķĻ Λ{ĻĻ ƷŷĻ Lw{ Section 6055 FAQs). ALEs that sponsor self-insured group health plans file with the IRS and furnish to employees the information required under both Sections 6055 and 6056 on a single form. The IRS and individuals will use ƷŷĻ źƓŅƚƩƒğƷźƚƓ ƦƩƚǝźķĻķ ǒƓķĻƩ {ĻĭƷźƚƓ ЏЉЎЎ Ʒƚ ğķƒźƓźƭƷĻƩ ƚƩ ƭŷƚǞ ĭƚƒƦƌźğƓĭĻ ǞźƷŷ ƷŷĻ !/!ƭ źƓķźǝźķǒğƌ ƒğƓķğƷĻ͵ 2. When do the information reporting requirements go into effect? The information reporting requirements under Section 6056 are first effective for coverage offered (or not offered) in 2015. An ALE must file information returns with the IRS and furnish statements to employees beginning in 2016, to report information about its offers of health coverage to its full-time employees for calendar year 2015. Notice 2013-45 provides transition relief for 2014 from the Section 6056 and Section 6055 reporting requirements for health ĭƚǝĻƩğŭĻ ƦƩƚǝźķĻƩƭ ğƓķͲ ƷŷǒƭͲ ƷŷĻ !/!ƭ ĻƒƦƌƚǤĻƩ ƭŷğƩĻķ ƩĻƭƦƚƓƭźĬźƌźƷǤ ƩǒƌĻƭ ğƭ ǞĻƌƌ͵ !ĭĭƚƩķźƓŭƌǤͲ neither the reporting requirements nor the employer shared responsibility rules apply for 2014. The transition relief applies to all ALEs including for-profit, nonprofit and government entity employers. However, in preparation for the application of the employer shared responsibility rules beginning in 2015, employers and other affected entities may comply voluntarily for 2014 with the information reporting provisions and are encouraged to maintain or expand coverage in 2014. Returns ŅźƌĻķ ǝƚƌǒƓƷğƩźƌǤ Ǟźƌƌ ŷğǝĻ Ɠƚ źƒƦğĭƷ ƚƓ ƷŷĻ ĻƒƦƌƚǤĻƩƭ Ʒğǣ ƌźability. For more information about voluntary filing in 2015, including the requirements for filing electronic returns, see IRS.gov. 3. Is relief available from penalties for incomplete or incorrect returns filed or statements furnished to employees in 2016 for coverage offered (or not offered) in calendar year 2015? Yes. In implementing new information reporting requirements, short-term relief from reporting penalties is frequently provided. This relief generally allows additional time to develop appropriate procedures for collection of data and compliance with the new reporting requirements. Accordingly, the IRS will not impose penalties on ALEs that can show that they have made good faith efforts to comply with the information reporting requirements. Specifically, relief is provided from penalties for returns and statements filed and furnished in 2016 to report offers of coverage in 2015 for incorrect or incomplete information reported on the return or statement. No relief is provided in the case of ALEs that: Cannot show a good faith effort to comply with the information reporting requirements; or Fail to timely file an information return or furnish a statement. However, consistent with existing information reporting rules, ALEs that fail to timely meet the requirements still may be eligible for penalty relief if the IRS determines that reasonable cause for the failure exists. See question 24 for more information about penalties. 4. Where is more detailed information available about these reporting requirements? Section The Section 6056 final regulations provide further guidance on the information reporting requirements for ALEs, and the 6055 final regulations provide guidance on the information reporting requirements for insurers and other health coverage providers. The employer shared responsibility final regulations provide guidance on determining ALE status and determining full-time employee status, including rules for calculating hours of service. Who is Required to Report 5. Who is required to report under Section 6056? !ƌƌ !\[9ƭ ƷŷğƷ ğƩĻ ƭǒĬƆĻĭƷ Ʒƚ ƷŷĻ !/!ƭ ĻƒƦƌƚǤĻƩ ƭŷğƩĻķ ƩĻƭƦƚƓƭźĬźƌźƷǤ ƩǒƌĻƭ ğƩĻ ƩĻƨǒźƩĻķ Ʒƚ ƩĻƦƚƩƷ ǒƓķĻƩ {ĻĭƷźƚƓ ЏЉЎЏ͵ !Ɠ !\[9 źs an employer that employed an average of at least 50 full-time employees on business days during the preceding calendar year. A full- time employee generally includes: Any employee who was employed, on average, at least 30 hours of service per week; and DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Any full-time equivalents, or FTEs (for example, 40 full-time employees employed 30 or more hours per week plus 20 employees employed 15 hours per week are equivalent to 50 full-time employees). For purposes of the Section 6056 reporting requirements, an ALE member is any person that is an ALE or a member of an aggregated group (determined under Code Section 414(b), 414(c), 414(m) or 414(o)) that is determined to be an ALE. See question 7 for information about aggregated groups. More information about ALE status and transition relief under the employer shared responsibility rules is available in the employer shared responsibility final regulations ğƓķ ƷŷĻ Lw{ related FAQs ΛƭĻĻ ƨǒĻƭƷźƚƓƭ ЍΓЊА ğƓķ ЋВΓЌВ ƚŅ ƷŷƚƭĻ C!vƭΜ͵ 6. Are non-profit and government entities required to report under Section 6056? Yes. Section 6056 applies to all employers that are ALEs, regardless of whether the employer is a tax-exempt or government entity (including federal, state, local and Indian tribal governments). 7. If two or more related companies together are an ALE under the employer shared responsibility rules, how do they comply with the information reporting requirements? For purposes of the information reporting requirements under Section 6056, each ALE member must file an information return with the IRS and furnish a statement to its full-time employees, using its own employer identification number (EIN). All persons treated as a single employer under Code Section 414(b), (c), (m) or (o) are treated as one employer for purposes of determining ALE status under the employer shared responsibility rules. Under those rules, companies will be combined and treated as a single employer for purposes of determining whether or not the employer has at least 50 full-time employees (including full-time equivalents) and together will be an ALE. Each of the companies that is combined is referred to as an ALE member. When the combined total of full- time employees (including FTEs) meets the threshold, each separate company or ALE member is subject to the employer shared responsibility rules, even if a particular company or companies individually do not employ enough employees to meet the 50-full- for more information about calculating ƷźƒĻΏĻƒƦƌƚǤĻĻ ƷŷƩĻƭŷƚƌķ͵ {ĻĻ ƨǒĻƭƷźƚƓƭ ЊЎΓЊА ƚŅ ƷŷĻ employer shared responsibility FAQs the number of full-time employees (including FTEs). For purposes of Section 6056 reporting, government entities, churches and a convention or association of churches should use the same interpretation of Code Section 414(b), (c), (m) and (o) as that used for purposes of the employer shared responsibility rules in determining whether a person or group of persons is an ALE and whether a particular entity is an ALE member. 8. Who is not required to report under Section 6056? 9ƒƦƌƚǤĻƩƭ ƷŷğƷ ğƩĻ ƓƚƷ ƭǒĬƆĻĭƷ Ʒƚ ƷŷĻ !/!ƭ ĻƒƦƌƚǤĻƩ ƭŷğƩĻķ responsibility rules are not required to report under Section 6056. Thus, employers that employed fewer than 50 full-time employees (including FTEs) during the prior year are not subject to the reporting requirements. However, any employer that sponsors a self-insured health plan is required to report under Section 6055, even if the employer has fewer than 50 full-time employees. Methods of Reporting 9. Are different methods available to ALEs for reporting required information to the IRS and furnishing statements to employees? Yes. The final regulations provide: A general method (see question 10, below) that all ALEs may use for reporting to the IRS and for furnishing statements to full-time employees; and Alternative reporting methods (see question 11, below) for eligible ALEs. If an ALE cannot use the alternative reporting methods for certain employees, the ALE must use the general method for those employees. In any case, the alternative reporting methods are optional, so that an employer may choose to report for all of its full- time employees using the general method even if an alternative reporting method is available. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F In an effort to simplify the Section 6056 reporting process, certain information required to be reported to the IRS and furnished to full-time employees may be reported through the use of indicator codes, rather than by providing more detailed information. For more details about the reporting process, see the reporting forms and instructions. 10. What is the general method of reporting? The final regulations provide that, as a general method, each ALE may satisfy the requirement to file a Section 6056 return by filing a Form 1094-C (transmittal) and, for each full-time employee, a Form 1095-C (employee statement), or other forms the IRS designates. An ALE that maintains a self-insured plan also uses Form 1095-C to satisfy the reporting requirements under Section 6055. The Form 1095-C will have separate sections to allow ALEs that sponsor self-insured plans to combine reporting to satisfy both the Section 6055 and Section 6056 reporting requirements, as applicable, on a single return. See question 16 for more information about combined reporting. For example: An ALE that sponsors a self-insured plan will complete the transmittal Form 1094-C and both sections of Form 1095-C to report: (1) Information under Section 6055 about health coverage provided; and (2) Information under Section 6056 about offers of health coverage. An ALE that sponsors an insured plan will complete the transmittal Form 1094-C and the section of Form 1095-C addressing the information under Section 6056. bƚƓΏ!\[9ƭ ΛƒĻğƓźƓŭ ĻƒƦƌƚǤĻƩƭ ƓƚƷ ƭǒĬƆĻĭƷ Ʒƚ ƷŷĻ !/!ƭ ĻƒƦƌƚǤer shared responsibility rules, and therefore not subject to the Section 6056 information reporting requirements) that sponsor self-insured plans will file Forms 1094-B and 1095-B to satisfy the Section 6055 reporting requirements. Under the general method, the Section 6056 return (and, if the employer maintains a self-insured plan, the Section 6055 return) also may be made by filing a substitute form. However, the substitute form must include all of the information required on Forms 1094-C and 1095-C (or any other forms the IRS designates) and must satisfy all form and content requirements, as specified by the IRS. . Final versions of the Drafts of the forms, including Forms 1094-B, 1095-B, 1094-C and 1095-C, are available at irs.gov/draftforms forms will be made available in accordance with usual IRS procedures. 11. What are the alternative methods of reporting? The final regulations contain two alternative methods of reporting under Section 6056 that are intended to minimize the cost and administrative tasks for employers, consistent with the statutory requirements to file an information return with the IRS and furnish an employee statement to each full-time employee. In certain situations, the alternative reporting methods may allow employers to provide less detailed information than under the general method. These simplified alternative reporting methods, and the . conditions for using them, are described in detail in Subsections A through D of the preamble to the Section 6056 final regulations The alternative reporting methods are: Reporting Based on Certification of Qualifying Offers; and Option to Report Without Separate Identification of Full-time Employees if Certain Conditions Related to Offers of Coverage Are Satisfied (98 Percent Offers). ŷĻ źƓŅƚƩƒğƷźƚƓ ƦƩƚǝźķĻķ Ʒƚ ƷŷĻ Lw{ ğƓķ ƷŷĻ ĻƒƦƌƚǤĻĻ ǒƓķĻƩ {ĻĭƷźƚƓ ЏЉЎЏ źƭ źƒƦƚƩƷğƓƷ ŅƚƩ ğķƒźƓźƭƷĻƩźƓŭ ƷŷĻ !/!ƭ ĻƒƦƌƚǤĻƩ ƭŷğƩĻd responsibility rules and the premium tax credit. However, in some circumstances, only some of the information required under the general method is necessary. Accordingly, the alternative reporting methods identify specific groups of employees for whom simplified alternative reporting would provide sufficient information. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F 12. For the methods of reporting, including reporting facilitated by a third party, may an ALE member file more than one Form 1094-C? Yes. A separate Section 6056 transmittal (Form 1094-C) must be filed with any Forms 1095-C filed by each ALE member. If more than one Section 6056 transmittal is being filed for an ALE member, one of those transmittals must be a Section 6056 authoritative transmittal ƩĻƦƚƩƷźƓŭ ğŭŭƩĻŭğƷĻ ĻƒƦƌƚǤĻƩΏƌĻǝĻƌ ķğƷğ ŅƚƩ ğƌƌ ƚŅ ƷŷĻ !\[9 ƒĻƒĬĻƩƭ ŅǒƌƌΏƷźƒĻ ĻƒƦƌƚǤĻĻƭͲ źƓ ğĭĭƚƩķğƓĭĻ ǞźƷŷ ŅƚƩƒƭ ğƓķ instructions. 13. May an ALE satisfy its reporting requirements for an employee by filing and furnishing more than one employee statement that, together, provide the necessary information? No. There must be only one Section 6056 employee statement (Form 1095-C) for each full-time employee with respect to that full- ƷźƒĻ ĻƒƦƌƚǤĻĻƭ ĻƒƦƌƚǤƒĻƓƷ ǞźƷŷ ƷŷĻ !\[9Ͳ ƭƚ ƷŷğƷ ğƌƌ źƓŅƚƩƒğƷźƚƓ ŅƚƩ ğ ƦğƩƷźĭǒƌğƩ ŅǒƌƌΏƷźƒĻ ĻƒƦƌƚǤĻĻ ƚŅ ƷŷĻ !\[9 źƭ ƩĻŅƌĻĭƷĻķ ƚƓ a single Form 1095-C. More details will be provided in forms and instructions. What Information Applicable Large Employers Must Report 14. What information must an ALE report to the IRS to satisfy Section 6056? The final regulations provide, under the general method of reporting, that an ALE must file a separate Form 1095-C (or other form the IRS designates, or a substitute form) for each of its full-time employees, and a transmittal on Form 1094-C (or any other form the IRS designates, or a substitute form) for all of the returns filed for a given calendar year. A more complete discussion of the information that must be reported to the IRS (including simplified methods of reporting) can be found in the Section 6056 final regulations at Sections IX.B and C. 15. What information must an ALE furnish to its full-time employees to satisfy Section 6056? The regulations provide that, under the general method, an ALE generally must furnish to each full-time employee a written statement showing: ŷĻ !\[9ƭ ƓğƒĻͲ ğķķƩĻƭƭ ğƓķ 9Lbͳ ğƓķ The information required to be shown on the Section 6056 return with respect to the full-time employee (and his or her spouse and dependents). Employers are not required to include with the employee statement a copy of the transmittal form (Form 1094-C) that is filed with the IRS. Under the general method, the required written statement furnished to full-time employees may be either a copy of the Form 1095- C (or another form the IRS designates) or a substitute form. A substitute form must include the information on the return required to be filed with the IRS and comply with requirements for substitute forms. 16. May an employer combine reporting under Sections 6055 and 6056? The final regulations under Sections 6055 and 6056 provide for combined reporting for employers that are subject to both reporting provisions (generally, ALEs that sponsor self-insured group health plans). To allow these employers to satisfy both the Section 6055 and 6056 reporting requirements on a single return, Form 1095-C will have separate sections for reporting under Section 6055 and for reporting under Section 6056. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F How and When to Report the Required Information 17. When must an ALE file the required information return with the IRS? ALEs must file the return for each employee (Form 1095-C or another form that IRS designates, or a substitute form) and a transmittal form (Form 1094-C or another form that IRS designates, or a substitute form) with the IRS on or before Feb. 28 (March 31, if filed electronically) of the year immediately following the calendar year for which the offer of coverage information is ), the first Section 6056 returns reported. Because transition relief applies for Section 6056 reporting for 2014 (see Notice 2013-45 required to be filed are for the 2015 calendar year, and must be filed no later than: March 1, 2016 (Feb. 28, 2016, being a Sunday); or March 31, 2016, if filed electronically. Regulations under Code Section 6081 address extensions of time to file information returns. 18. When must an ALE furnish the statements to full-time employees? ALEs must furnish the statement to each full-time employee on or before Jan. 31 of the year immediately following the calendar year to which the information relates. This means that the first Section 6056 employee statements (the statements for 2015) must be furnished to employees no later than Feb. 1, 2016 (Jan. 31, 2016, being a Sunday). 19. Must an ALE file the return with the IRS electronically? The final regulations require electronic filing with the IRS of Section 6056 information returns, except for an ALE filing fewer than 250 Section 6056 returns (employee statements) during the calendar year. Each Section 6056 return for each full-time employee is counted as a separate return, and only Section 6056 returns are counted in applying the 250-return threshold for Section 6056 reporting. 20. Must an ALE furnish the employee statements to full-time employees electronically? The final regulations permit, but do not require, employers to furnish the Section 6056 employee statements electronically to full- time employees if notice, consent, and hardware and software requirements modeled after existing rules are met. The final regulations require the ALE to obtain consent from each employee before the Section 6056 employee statement may be furnished electronically to that employee. 21. Are ALEs required to report information with respect to a full-time employee who is not offered coverage during the year? Yes. An ALE is required to report information about the health coverage, if any, offered to its full-time employees, including whether an offer of health coverage was (or was not) made. This requirement applies to all ALEs, regardless of whether they offered health coverage to all, none or some of their full-time employees. For each of its full-time employees, regardless of whether health coverage was or was not offered to the employee, the ALE is required to file a return with the IRS and furnish a statement to the employee reporting: Whether an offer of health coverage was or was not made to the employee; and If an offer was made, the required information about the offer. Therefore, even if an ALE does not offer coverage to any full-time employees, it must file returns with the IRS and furnish statements to each of its full-time employees to report information specifying that coverage was not offered. 22. May an employer that is a governmental unit designate a third party to file the return and furnish the statements under Section 6056 on its behalf? Yes. A governmental unit is defined as the government of the United States, any state or political subdivision thereof, or any Indian tribal government or subdivision of an Indian tribal government. The final regulations provide that an ALE member that is a governmental unit may: DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Report under Section 6056 on its own behalf; or Appropriately designate another person or persons to report on its behalf. A person may be appropriately designated to file the return and furnish the statements under Section 6056 on behalf of the ALE member if the person is part of or related to the same governmental unit as the ALE member. A separate Section 6056 return must be filed for each ALE member for which the appropriately designated person is reporting. The designated entity would provide the name, address and EIN of both the designated entity and the ALE member for which it is reporting. Additionally, the final regulations require that there be: A single identified Section 6056 transmittal (Form 1094-C) reporting aggregate employer-level data for all of the ALE ƒĻƒĬĻƩƭ ŅǒƌƌΏƷźƒĻ ĻƒƦƌƚǤĻĻƭ ΛźƓĭƌǒķźƓŭ ŅǒƌƌΏƷźƒĻ ĻƒƦƌƚǤĻĻƭ ƚŅ ƷŷĻ !\[9 ƒĻƒĬĻƩͲ ƷŷĻ ƩĻƦƚƩƷźƓŭ ŅƚƩ Ǟŷźĭŷ ŷğƭ ĬĻĻƓ transferred to a designated person); and Only one Section 6056 employee statement (Form 1095-C) for each full-time employee of the ALE member with respect to employment with that ALE member. Further details will be provided in forms and instructions. The designated person must agree that he or she is the appropriately designated person for the governmental unit and that he or she is responsible for reporting under Section 6056 on behalf of the ALE member. Thus, the appropriately designated person must agree that he or she is responsible for the information reporting under Section 6056 and is subject to the information reporting penalty. However, the ALE member remains subject to the employer shared responsibility rules. 23. May an employer hire a third-party administrator or other third-party service provider to file the return with the IRS and furnish the statements to employees required under Section 6056? Yes. Reporting arrangements between ALEs, issuers and other parties are not prohibited. However, entering into a reporting arrangement does not transfer: ŷĻ !\[9ƭ ƦƚƷĻƓƷźğƌ ƌźğĬźƌźƷǤ ǒƓķĻƩ ƷŷĻ ĻƒƦƌƚǤĻƩ ƭŷğƩĻķ ƩĻƭƦƚƓƭźĬźƌźƷǤ ƩǒƌĻƭͳ ƚƩ ŷĻ ƦƚƷĻƓƷźğƌ ƌźğĬźƌźƷǤ ŅƚƩ ƷŷĻ !\[9ƭ ŅğźƌǒƩĻ Ʒƚ ŅźƌĻ ƩĻƷǒƩƓƭ and furnish statements under Section 6056 (except in the case of a related entity properly designated by a governmental unit). If a person who prepares returns or statements required under Section 6056 is a tax return preparer, that person will be subject to the requirements generally applicable to tax return preparers. ALE members are responsible for reporting under Section 6056. Generally, each ALE member must file separate Section 6056 returns ƦƩƚǝźķźƓŭ ƷŷğƷ !\[9 ƒĻƒĬĻƩƭ 9Lb͵ LŅ ƒƚƩĻ ƷŷğƓ ƚƓĻ ƷŷźƩķ ƦğƩƷǤ źƭ facilitating reporting for an ALE member, there must be only one Section 6056 authoritative transmittal (Form 1094-C) reporting aggregate employer-level data for all full-time employees of the ALE member. Additionally, there must be only one Section 6056 employee statement (Form 1095-C) for each full-time employee with respect to employment with that ALE member. Further details will be provided in forms and instructions. 24. May an administrator of a multiemployer plan prepare the return and furnish the statements under Section 6056 for an ALE member that is a participating employer under the multiemployer plan? Yes. Section 6056 reporting regarding full-time employees on behalf of whom an ALE member contributed to a multiemployer plan is permitted under an approach whereby: ŷĻ ƒǒƌƷźĻƒƦƌƚǤĻƩ ƦƌğƓ ğķƒźƓźƭƷƩğƷƚƩ Ǟƚǒƌķ ƦƩĻƦğƩĻ ƩĻƷǒƩƓƭ ƦĻƩƷğźƓźƓŭ Ʒƚ ƷŷĻ !\[9 ƒĻƒĬĻƩƭ ŅǒƌƌΏƷźƒĻ ĻƒƦƌƚǤĻĻƭ covered by the collective bargaining agreement who are eligible to participate in the multiemployer plan; and The ALE member would prepare returns pertaining to any of its full-time employees who are not eligible to participate in a multiemployer plan. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Under this approach, the multiemployer plan administrator would facilitate the filing of a separate Section 6056 return for each ALE member that is a contributing employer on behalf of whom he or she files. The multiemployer plan administrator also may assist the ALE member in furnishing statements to its full-time employees who are eligible to participate in the multiemployer plan. The final regulations also require that there be: A single identified Section 6056 authoritative transmittal (Form 1094-C) reporting aggregate employer-level data for all full-time employees of the ALE member (including full-time employees of the ALE member, the reporting for which was done by a multiemployer plan administrator); and Only one Section 6056 employee statement (Form 1095-C) for each full-time employee with respect to employment with that ALE member. Further details will be provided in forms and instructions. The ALE member remains the responsible person for reporting under Section 6056 regarding all of its full-time employees and thus, is subject to any potential liability for failure to file returns and furnish statements under Section 6056. If the multiemployer plan administrator that prepares the returns and statements required under Section 6056 is a tax return preparer, he or she is subject to the requirements generally applicable to tax return preparers. 25. For information returns filed and furnished in 2017 for coverage offered (or not offered) in 2016 and later years, what penalties may apply if an ALE member fails to comply with the Section 6056 information reporting requirements? Filing IRS Returns Furnishing Individual Statements The penalty under Code Section 6721 may apply to an ALE The penalty under Code Section 6722 may apply to an ALE member that: member that: 1.Fails to file information returns on time; 4.Fails to furnish the employee statement on time; 2.Fails to include all the required information; or 5.Fails to include all the required information; or 3.Includes incorrect information on the return. 6.Includes incorrect information on the statement. The waiver of penalty and special rules under Code Section 6724 and the applicable regulations, including abatement of information return penalties for reasonable cause, may apply to certain failures under Section 6721 or 6722. See question 2 for more details on when the information reporting is first required (in 2016 for coverage offered in 2015) and on voluntarily complying in 2015 for coverage offered in 2014. See question 3 for information on relief that applies with respect to these penalties for reporting and furnishing in 2016 for coverage offered in 2015. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F IRS Closes Minimum Value Loophole for Low-cost Employer Plans Legislative Alert 39-2014 November 12, 2014 Quick Facts: IRS Notice 2014-69 clarifies that plans excluding The MV Calculator cannot be used to coverage for in-patient hospitalization or demonstrate minimum value of these plans, physician services do not provide minimum value. beginning in 2015. These plans should not be adopted for 2015. Transition relief is available for some plans. Under the Affordable Care Act (ACA), minimum value (MV) of an employer-sponsored plan is Notice 2014-69 significant for a number of purposes. Beginning in 2015, certain large employers may be penalized if clarifies that plans the health plan they offer does not provide MV. Also, an individual who is offered employer- that do not sponsored coverage that is affordable and provides MV may not receive a subsidy for coverage through an Exchange. The Department of Health and Human Services (HHS) and the Internal provide in-patient Revenue Service (IRS) have provided four methods for determining MV of a plan, including an online hospitalization MV Calculator. services do not On Nov. 4, 2014, the IRS issued Notice 2014-69 to clarify that plans that do not provide in-patient provideminimum hospitalization or physician services (referred to as Non-Hospital/Non-Physician Services Plans) do value under the not provide the MV intended by the ACA. HHS and the IRS will issue proposed regulations shortly, ACA, regardless o f clarifying that a plan will not provide MV if it excludes substantial coverage for in-patient hospitalization services or physician services (or both). the results of the MV Calculator. Accordingly, under the regulations, an employer will not be permitted to use the MV Calculator (or any actuarial certification or valuation) to demonstrate that a Non-Hospital/Non-Physician Services Plan provides MV. As a result, the IRS asserts that a Non-Hospital/Non-Physician Services Plan should not be adopted for the 2015 plan year. However, Notice 2014-69 provides transition relief for certain employers that adopted a Non-Hospital/Non-Physician Services Plan prior to Nov. 4, 2014 (Pre-Nov. 4, 2014, Non-Hospital/Non-Physician Services Plans). Minimum Value ƓķĻƩ ƷŷĻ !/!Ͳ ğ ƦƌğƓ Ņğźƌƭ Ʒƚ ƦƩƚǝźķĻ a źŅ ƷŷĻ ƦƌğƓƭ ƭŷğƩĻ ƚŅ ƷƚƷğƌ ğƌƌƚǞĻķ ĭƚƭƷƭ ƚŅ ĬĻƓĻŅźƷƭ ƦƩƚǝźķĻķ ǒƓķĻƩ ƷŷĻ ƦƌğƓ źƭ less than 60 percent of those costs. An employer may use one of four methods to determine if its health plan provides MV, including: The online MV Calculator; A safe harbor checklist; DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F An actuarial certification (for plans that are not compatible with those methods); or A metal level determination (for plans in the small group market). According to the IRS, certain group health plan benefit designs that do not provide coverage for in-patient hospitalization services are being offered to employers. Similarly, the IRS has become aware of unconventional plan designs that exclude substantial coverage of physician services. The IRS refers to these plans as Non-Hospital/Non-Physician Services Plans. Promoters of these plans contend that the plans satisfy MV, as determined through use of the online MV Calculator. Questions have been raised as to whether Non-Hospital/Non-Physician Services Plans should satisfy the requirements for providing MV. In addition, the IRS notes that certain effects resulting from excluding substantial coverage of in-patient hospitalization services or physician services may not be adequately taken into account by the MV Calculator and its underlying continuance tables. As a result, the IRS is concerned about the possibility of using the MV calculator to demonstrate that an unconventional plan design that excludes substantial coverage of in-patient hospitalization services or physician services provides MV. Notice 2014-69 In Notice 2014-69, the Departments clarify that Non-Hospital/Non-Physician Services Plans do not provide the MV intended under the ACA. HHS and the IRS will issue proposed regulations shortly, clarifying that a plan will not provide MV if it excludes substantial coverage for in-patient hospitalization services or physician services (or both). Accordingly, under the HHS and IRS regulations, an employer will not be permitted to use the MV Calculator (or any actuarial certification or valuation) to demonstrate that a Non-Hospital/Non-Physician Services Plan provides MV. The IRS advises employers to consider the consequences of the inability to rely solely on the MV Calculator (or any actuarial certification or valuation) to demonstrate that a Non-Hospital/Non-Physician Services Plan provides MV for any portion of any taxable year ending on or after Jan. 1, 2015, that follows finalization of the regulations. Future Regulations The proposed regulations are expected to be finalized in 2015. The Departments anticipate that the final regulations will apply to plans on the date they become final, rather than being delayed to the end of 2015 or the end of the 2015 plan year. As a result, a Non-Hospital/Non-Physician Services Plan (other than a Pre-Nov. 4, 2014, Non-Hospital/Non-Physician Services Plan) should not be adopted for the 2015 plan year. Transition Relief Notice 2014-69 provides transition relief for employers that have entered into a binding written commitment to adopt, or have begun enrolling employees in, a Non-Hospital/Non-Physician Services Plan prior to Nov. 4, 2014, ĬğƭĻķ ƚƓ ƷŷĻ ĻƒƦƌƚǤĻƩƭ ƩĻƌźğƓĭe on the results of use of the MV Calculator (referred to as a Pre-Nov. 4, 2014, Non-Hospital/Non-Physician Services Plan). Solely in these situations, the Departments anticipate that final regulations, when issued, will not apply to the plan before the end of the plan year (as in effect under the terms of the plan on Nov. 3, 2014), if that plan year begins no later than March 1, 2015. Exchange Subsidy Eligibility Pending issuance of final regulations, an employee who is covered under a Non-Hospital/Non-Physician Services Plan will not be treated as having been offered MV coverage for purposes of eligibility for an Exchange subsidy. This is the case regardless of whether the plan is a Pre-Nov. 4, 2014, Non-Hospital/Non-Physician Services Plan. Employer Disclosure Requirements An employer that offers a Non-Hospital/Non-Physician Services Plan (including a Pre-Nov. 4, 2014, Non-Hospital/Non-Physician Services Plan) to an employee must not state or imply in any disclosure that the offer of coverage under the Non-Hospital/Non- Physician Services Plan precludes an employee from obtaining a premium tax credit, if otherwise eligible. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F In addition, the employer must correct, in a timely manner, any prior disclosures that stated or implied that the offer of the Non- Hospital/Non-Physician Services Plan would preclude an otherwise tax-credit-eligible employee from obtaining a premium tax credit. Without this corrective disclosure, a statement (for example, in a summary of benefits and coverage) that a Non-Hospital/Non- Physician Services Plan provides MV will be considered to imply that the offer of such a plan precludes employees from obtaining a premium tax credit. However, an employer that also offers to an employee another plan that is not a Non-Hospital/Non-Physician Services Plan and that is affordable and provides MV may advise the employee that the offer of this other plan will (or may) preclude the employee from obtaining a premium tax credit. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Year-End Checklist for 2015 Compliance Legislative Alert 42-2014 December 11, 2014 The Affordable Care Act (ACA) has made a number of significant changes to group health plans since the law was enacted over four years ago. Many of these key reforms became effective in 2014, including health plan design changes, increased wellness program incentives and reinsurance fees. Additional reforms take effect in 2015 for employers sponsoring group health plans. In 2015, the most significant ACA development impacting employers is the shared responsibility penalty and related reporting requirements for applicable large employers. ŷźƭ \[ĻŭźƭƌğƷźǝĻ !ƌĻƩƷ ƦƩƚǝźķĻƭ ğ ƭŷƚƩƷ ĭŷĻĭƉƌźƭƷ ƚŅ ƷŷĻ !/!ƭ ƉĻǤ ƩĻŅƚƩƒƭ ƷŷğƷ Ǟźƌƌ ƷğƉĻ ĻŅŅĻĭƷ źƓ ЋЉЊЎ͵ !ƭ ЋЉЊЍ ķƩğǞƭ Ʒƚ ğ close, employers should review this checklist to help confirƒ ƷŷĻǤ ğƩĻ ƩĻğķǤ Ʒƚ ĭƚƒƦƌǤ ǞźƷŷ ƷŷĻ !/!ƭ ЋЉЊЎ ƩĻŅƚƩƒƭ͵ Please contact your BB&T Insurance Services, McGriff, Seibels & Williams, or Precept representative if you would like ƒƚƩĻ źƓŅƚƩƒğƷźƚƓ ğĬƚǒƷ ƷŷĻ !/!ƭ ƩĻŅƚƩƒƭ͵ PLAN DESIGN CHANGES ACA REQUIREMENT ACTION ITEMS Grandfathered Plan Status: A grandfathered plan is one If you have a grandfathered plan, determine whether that was in existence when the ACA was enacted on March it will maintain its grandfathered status for the 2015 23, 2010. If you make certain changes to your plan that go plan year. beyond permitted guidelines, your plan is no longer If your plan will lose its grandfathered status for 2015, grandfathered. confirm that the plan has all of the additional patient rights and benefits required by the ACA for non- grandfathered plans. If your plan will keep grandfathered status, continue to provide the Notice of Grandfathered Status in any plan materials provided to participants and beneficiaries that describe the benefits provided under the plan. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Cost-sharing Limits: Effective for plan years beginning on wĻǝźĻǞ ǤƚǒƩ ƦƌğƓƭ ƚǒƷΏƚŅΏƦƚĭƉĻƷ ƒğǣźƒǒƒ Ʒƚ ƒğƉĻ or after Jan. 1, 2014, non-grandfathered health plans must ƭǒƩĻ źƷ ĭƚƒƦƌźĻƭ ǞźƷŷ ƷŷĻ !/!ƭ ƌźƒźƷƭ ŅƚƩ ƷŷĻ ЋЉЊЎ ƦƌğƓ comply with an overall annual limit (or an out-of-pocket year: $6,600 for self-only coverage and $13,200 for maximum) on cost-sharing for essential health benefits family coverage. (EHB). The cost-sharing limit is updated by the Department If you have a health savings account (HSA)-compatible of Health and Human Services (HHS) each year. high-deductible health plan (HDHP), keep in mind that ǤƚǒƩ ƦƌğƓƭ ƚǒƷΏƚŅΏƦƚĭƉĻƷ ƒğǣźƒǒƒ ƒǒƭƷ ĬĻ ƌƚǞĻƩ ƷŷğƓ ƷŷĻ !/!ƭ ƌźƒźƷ͵ CƚƩ ЋЉЊЎͲ ƷŷĻ ƚǒƷΏƚŅΏƦƚĭƉĻƷ maximum limit for HDHPs is $6,450 for self-only coverage and $12,900 for family coverage. Health FSA Contributions: Effective for plan years Consider increasing the limźƷ ƚƓ ĻƒƦƌƚǤĻĻƭ ƦƩĻΏƷğǣ beginning on or after Jan. 1, 2013, the ACA placed an contributions to your health FSA from $2,500 to ğƓƓǒğƌ ƌźƒźƷ ƚƓ ğƓ ĻƒƦƌƚǤĻĻƭ ƦƩĻΏƷğǣ ƭğƌğƩǤ ƩĻķǒĭƷźƚƓ $2,550 for the plan year that begins on or after Jan. 1, contributions to a health flexible spending account (FSA). 2015. The health FSA limit was $2,500 for 2013 and 2014, but it will increase to $2,550 for 2015. REINSURANCE FEES ACA REQUIREMENT ACTION ITEMS Health insurance issuers and self-funded group health Taking into account the new exception for self-insured, plans that provide major medical coverage must pay fees self-administered health plans, review the health to a reinsurance program for the first three years of the coverage you provide to your employees to determine 9ǣĭŷğƓŭĻƭ ƚƦĻƩğƷźƚƓ ΛЋЉЊЍΏЋЉЊЏΜ͵ CǒƌƌǤ źƓƭǒƩĻķ ƦƌğƓ the plan(s) subject to the reinsurance fees for 2015. sponsors do not have to pay the fee directly. For self-funded group health plans subject to the reinsurance fee in 2014, prepare to pay the fee for 2014 Certain self-insured plans are exempt from the by the two-installment payment deadlines in 2015 (Jan. reinsurance fees, such as health FSAs and health 15, 2015 and Nov. 15, 2015) based on the enrollment reimbursement arrangements (HRAs) that are integrated count submitted to HHS by Dec. 5, 2014. with major medical coverage. For 2015 and 2016, self-insured health plans are exempt from the reinsurance fees if they do not use a third-party administrator in connection with the core administrative functions of claims processing or adjudication or plan enrollment. HIPAA CERTIFICATION ACA REQUIREMENT ACTION ITEMS Health plans must file a statement with HHS certifying Confirm whether your health plan is a CHP that is ƷŷĻźƩ ĭƚƒƦƌźğƓĭĻ ǞźƷŷ ILt!!ƭ ĻƌĻĭƷƩƚƓźĭ ƷƩğƓƭğĭƷźƚƓ required to provide the initial HIPAA certification. standards and operating rules. The first certification Î If you have a self-insured plan, work with your third- deadline is Dec. 31, 2015. party administrator (TPA) to complete the certification by the deadline. Controlling health plans (CHPs) are responsible for Î If you have an insured plan, confirm that the issuer providing the initial HIPAA certification on behalf of will be providing the HIPAA certification on your themselves and their subhealth plans, if any. Based on behalf. II{ ķĻŅźƓźƷźƚƓ ƚŅ /ItƭͲ ğƓ ĻƒƦƌƚǤĻƩƭ ƭĻƌŅΏźƓƭǒƩĻķ ƦƌğƓ Work with your advisors to monitor additional guidance will likely qualify as a CHP, even if it does not directly from HHS on the HIPAA certification requirement. conduct HIPAA-covered transactions. For employers with insured health plans, the health insurance issuer will likely be the CHP responsible for providing the certification. It is likely that HHS will issue additional guidance on the HIPAA certification requirement in the future. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F EMPLOYER PENALTY RULES ƓķĻƩ ƷŷĻ !/!ƭ ĻƒƦƌƚǤĻƩ ƦĻƓğƌƷǤ ƩǒƌĻƭͲ ğƦƦƌźĭğĬƌĻ ƌğƩŭĻ ĻƒƦƌƚǤĻƩƭ Λ!\[9ƭΜ ƷŷğƷ ķƚ ƓƚƷ ƚŅŅĻƩ ŷĻğƌƷŷ ĭƚǝĻƩğŭĻ Ʒƚ ƷŷĻźƩ full-time employees (and dependent children) that is affordable and provides minimum value will be subject to penalties if any full-time employee receives a government subsidy for health coverage through an Exchange. The ACA sections that contain the employer penalty requireƒĻƓƷƭ ğƩĻ ƉƓƚǞƓ ğƭ ƷŷĻ ͻĻƒƦƌƚǤĻƩ ƭŷğƩĻķ ƩĻƭƦƚƓƭźĬźƌźƷǤͼ ƦƩƚǝźƭźƚƓƭ ƚƩ ͻƦğǤ ƚƩ ƦƌğǤͼ ƩǒƌĻƭ͵ An ALE is only liable for a penalty under the pay or play rules if at least one full-time employee receives a subsidy for coverage purchased through an Exchange. Employees who are offered health coverage that is affordable and provides minimum value are generally not eligible for these Exchange subsidies. tƌĻğƭĻ ƉĻĻƦ źƓ ƒźƓķ ƷŷğƷ Ʒŷźƭ ƭǒƒƒğƩǤ źƭ ğ ŷźŭŷΏƌĻǝĻƌ ƚǝĻƩǝźĻǞ ƚŅ ƷŷĻ ƭŷğƩĻķ ƩĻƭƦƚƓƭźĬźƌźƷǤ ƩǒƌĻƭ͵ LƷ ķƚĻƭ ƓƚƷ ƦƩƚǝźķĻ ğƓ źƓΏķĻƦƷŷ ğƓğƌǤƭźƭ ƚŅ ŷƚǞ ƷŷĻ ƩǒƌĻƭ Ǟźƌƌ ğŅŅĻĭƷ ǤƚǒƩ ƚƩŭğƓźǩğƷźƚƓ͵ tƌĻğƭĻ ĭƚƓƷğĭƷ ǤƚǒƩ ..ε LƓƭǒƩğƓĭĻ {ĻƩǝźĭĻƭͲ aĭDƩźŅŅͲ {ĻźĬĻƌƭ ε źƌƌźğƒƭͲ ƚƩ tƩĻĭĻƦƷ ƩĻƦƩĻƭĻƓƷğƷźǝĻ ŅƚƩ ƒƚƩĻ źƓŅƚƩƒğƷźƚƓ ƚƓ ƷŷĻ ĻƒƦƌƚǤĻƩ ƦĻƓğƌƷǤ ƩǒƌĻƭ ğƓķ ŷƚǞ ƷŷĻǤ ƒğǤ ğƦƦƌǤ Ʒƚ ǤƚǒƩ ƭźƷǒğƷźƚƓ͵ ACA REQUIREMENT ACTION ITEMS Applicable Large Employer Statusʹ ŷĻ !/!ƭ ĻƒƦƌƚǤĻƩ Determine your ALE status for 2015 by counting your penalty rules apply only to ALEs. ALEs are employers full-time employees (including FTEs) on business days with 50 or more full-time employees (including full-time during the entire 2014 calendar year, or use the special equivalent employees, or FTEs) on business days during transition rule that allows you to use any period of at the preceding calendar year. least six consecutive calendar months during 2014 to count your full-time employees (including FTEs). Employers determine each year, based on their current number of employees, whether they will be considered an ALE for the following year. Under a special rule to determine ALE status for 2015, an employer may select a period of at least six consecutive calendar months during the 2014 calendar year (rather than the entire 2014 calendar year) to count its full-time employees (including FTEs). One-year Delay for Medium-sized Employers: Eligible Determine if you qualify for the one-year delay for ALEs with fewer than 100 full-time employees (including medium-sized ALEs. FTEs) have an additional year, until 2016, to comply with the shared responsibility rules. This delay applies for all calendar months of 2015 plus any calendar months of 2016 that fall within the 2015 plan year. For more information on the eligibility rules for the one-year delay, contact your BB&T Insurance Services, McGriff, Seibels & Williams, or Precept representative. Transition Relief for Non-calendar Year Plans: IRS If you have a non-calendar year plan, determine whether transition relief allows eligible sponsors of non-calendar you qualify for the transition relief that allows you to plans to begin complying with the pay or play rules at delay complying with the pay or play rules until the start the start of their 2015 plan years, rather than on Jan. 1, of your 2015 plan year. 2015. The transition relief applies to employers that maintained non-calendar year plans as of Dec. 27, 2012, if the plan year was not modified after Dec. 27, 2012, to begin at a later date. For more information on the eligibility rules for the transition relief, contact your BB&T Insurance Services, McGriff, Seibels & Williams, or Precept representative. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Full-time Employees: A full-time employee is an Use the monthly measurement method or the look-back employee who was employed on average for at least 30 measurement method to confirm that health plan hours of service per week. The IRS has provided two coverage will be offered to all full-time employees (and ƒĻƷŷƚķƭ ŅƚƩ ķĻƷĻƩƒźƓźƓŭ ŅǒƌƌΏƷźƒĻ ĻƒƦƌƚǤĻĻ ƭƷğƷǒƭΓƷŷĻ their dependent children). monthly measurement method and the look-back measurement method. Health Plan Affordability: !Ɠ ĻƒƦƌƚǤĻƩƭ ŷĻğƌƷŷ Review the cost of your health plan coverage to ĭƚǝĻƩğŭĻ źƭ ĭƚƓƭźķĻƩĻķ ğŅŅƚƩķğĬƌĻ źŅ ƷŷĻ ĻƒƦƌƚǤĻĻƭ determine whether it's affordable for your employees by required contribution to the plan does not exceed 9.5 using one or more of the affordability safe harbors. ƦĻƩĭĻƓƷ ƚŅ ƷŷĻ ĻƒƦƌƚǤĻĻƭ ŷƚǒƭĻŷƚƌķ źƓĭƚƒĻ ŅƚƩ ƷŷĻ Coverage is affordable if the employee portion of the taxable year (adjusted to 9.56 percent for plan years premium for the lowest-cost, self-only coverage that beginning in 2015). provides minimum value does not exceed 9.5 percent of an employee's W-2 wages, rate-of-pay income or the Because an employer generally will not know an federal poverty level for a single individual. The cost of ĻƒƦƌƚǤĻĻƭ ŷƚǒƭĻŷƚƌķ źƓĭƚƒĻͲ ƷŷĻ Lw{ ƦƩƚǝźķĻķ ƷŷƩĻĻ family coverage is not taken into account. affordability safe harbors that employers may use to determine affordability based on information that is available to them. These safe harbors allow an employer Ʒƚ ƒĻğƭǒƩĻ ğŅŅƚƩķğĬźƌźƷǤ ĬğƭĻķ ƚƓʹ ƷŷĻ ĻƒƦƌƚǤĻĻƭ ΏЋ ǞğŭĻƭͳ ƷŷĻ ĻƒƦƌƚǤĻĻƭ ƩğƷĻΏƚŅΏƦğǤ źƓĭƚƒĻͳ ƚƩ ƷŷĻ federal poverty level for a single individual. ALEs that use an affordability safe harbor may continue using a contribution percentage of 9.5 percent (instead of the ğķƆǒƭƷĻķ В͵ЎЏ ƦĻƩĭĻƓƷΜ Ʒƚ ƒĻğƭǒƩĻ ƷŷĻźƩ ƦƌğƓƭ affordability. Minimum Value Coverage: A plan provides minimum Determine whether your health plan provides minimum ǝğƌǒĻ źŅ ƷŷĻ ƦƌğƓƭ ƭŷğƩĻ ƚŅ ƷƚƷğƌ ğƌƌƚǞĻķ ĭƚƭƷƭ ƚŅ ĬĻƓĻŅźƷƭ value by using one of the four available methods provided under the plan is at least 60 percent of those (minimum value calculator, safe harbor checklists, costs. The IRS and HHS provided the following actuarial certification or metal level). approaches for determining minimum value: a Minimum Value Calculator; design-based safe harbor checklists; and actuarial certification. In addition, any plan in the ƭƒğƌƌ ŭƩƚǒƦ ƒğƩƉĻƷ ƷŷğƷ ƒĻĻƷƭ ğƓǤ ƚŅ ƷŷĻ ͻƒĻƷğƌ ƌĻǝĻƌƭͼ of coverage (that is, bronze, silver, gold or platinum) provides minimum value. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F REPORTING OF COVERAGE ACA REQUIREMENT ACTION ITEMS The ACA requires ALEs to report information to the IRS Determine which reporting requirements apply to you and to employees regarding the employer-sponsored and your health plans. health coverage. This reporting requirement is found in Start analyzing the information you will need for Code section 6056͵ !ƌƌ !\[9ƭ ǞźƷŷ ŅǒƌƌΏƷźƒĻ ĻƒƦƌƚǤĻĻƭΓ reporting and coordinate internal and external resources even medium-sized ALEs that qualify for the additional to help track the required data. ƚƓĻΏǤĻğƩ ķĻƌğǤ ŅƩƚƒ ƷŷĻ ƦğǤ ƚƩ ƦƌğǤ ƩǒƌĻƭΓƒǒƭƷ ƩĻƦƚƩƷ under section 6056 for 2015. In addition, the ACA requires health insurance issuers and sponsors of self-insured health plans to file an annual return with the IRS reporting information for each individual who is provided with this coverage. Related statements must also be provided to individuals. This reporting requirement is found in Code section 6055. Both of these reporting requirements become effective in 2015. The first returns will be due in 2016 for health plan coverage provided in 2015. ALEs with self-funded plans will be required to comply with both reporting obligations, while ALEs with insured plans will only need to comply with section 6056. To simplify the reporting process, the IRS will allow ALEs with self-insured plans to use a single combined form for reporting the information required under both section 6055 and 6056. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Benet Administration Services COBRA, FSA, HSA & HRA Our CarePlus COBRA, Flexible Spending Account (FSA), Health Savings Account (HSA) and Health Reimbursement Account (HRA) administration services reduce an employers risk of noncompliance through our proven thorough, process-driven solutions that follow all ERISA and IRS requirements. For more than a decade, we have helped employers and qualied beneciaries navigate often confusing COBRA regulations through strict adherence to COBRA regulations with our team of trained and certied COBRA specialists. Services include: Fully compliant COBRA and FSA administration Service organization control reports (SOC 1) by Pricewaterhouse Coopers Potential cost savings on COBRA terminations Self-service functionality for participants and Human Resources team HSA and HRA support We ensure all of our employer client accounts are administered in compliance with federal and state guidelines limiting an employers risk and relieving the burden for their Human Resources staff to free them up to focus on other important matters. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F A Century of Expertise a Focus on the Future While we trace our organizations roots to 1886, McGriff, Seibels & Williams is rmly focused on the future and helping our clients tackle their responsibilities under health care reform head on. Our insurance experience is unmatched and were uniquely positioned to help you protect your nancial interests, while simultaneously delivering on your commitment to your employees. Our team of experienced professionals works with some of the worlds largest corporations to develop and implement state-of-the-art solutions to employee benets challenges. Our philosophy of personal service and attention to individual needs puts our clients at the top of our organizational chart. We work to make each relationship a long-term partnership that continues to grow in value. Contact Us Today: ScottGibbs SeniorVicePresident McGriff,Seibels&Williams sgibbs@mcgriff.com 469-232-2188 Insurance products are offered by McGriff, Seibels & Williams, Inc., a subsidiary of BB&T Insurance Holdings, Inc. McGriff, Seibels & Williams, Inc., CA license #0E83682. CarePlus is a brand of F.B.P. Insurance Services, LLC, CA license #0747466. © 2013, Branch Banking and Trust Company. All rights reserved. Insurance.BBT.com 00611_ Rv. 09-23-13 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Outsource Your Benets Administration EXPAND HUMAN RESOURCES CAPACITY & REDUCE RISK You can reduce costs without sacricing the ability to deliver outstanding benets for your employees, while also potenially helping your employees save on eligible medical and dependent care expenses often without increasing your own overhead. Outsourcing some or all of your benets administration tasks, either integrated into the CarePlus Administrative Services full spectrum of group health programs, or as stand-alone services, can make a huge difference. During the rst two weeks of implementation, we develop an installation roadmap, connecting up to 20 team members who work together to ensure an efcient, effective and satisfying enrollment. Our team of more than 100 benet administration and technology experts can support you with the following services: Services available: Online enrollmentConsolidated billing and reconciliation (employer, broker, carriers) -Simplied administration -Consolidated invoicing -Reduced errors -Reconciliation services management An employee benets portal Dedicated Call Center -Employee self-service -Immediate resolution of employee issues -24/7 access to benets information - Knowledgeable resource for complex questions -Online research tools -Multilingual capabilities -Increased employee engagement -Metrics to measure success -Transparency tools Daily benet activity management -New hire enrollment -Life event approval -Collection of independent verication documents -Evidence of Insurability (EOI) approval -Over-age dependent -Eligibility DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F We ensure all activities are administered in compliance with federal and state guidelines to limit your risk, relieving the burden of your Human Resources staff and allowing them to focus on other important matters. Broad Range of Administration Services You can choose from a myriad of benets-related services, based on the specic needs of your company: Benet Administration ServicesBenet Outsourcing Services -COBRA Administration Services -Enrollment & Eligibility Management -FSA Administration Services -Consolidated Billing and Reconciliation -HSA/HRA Administration Services -Participant Benets Customer Care Support Service Benet Technology Solutions Client Relationship (Account) Management Services -Online Enrollment -Employer Benets Portal -Data Management A Century of Expertise a Focus on the Future While we trace our organizations roots to 1886, McGriff, Seibels & Williams is rmly focused on the future and helping our clients tackle their responsibilities under health care reform head on. Our insurance experience is unmatched and were uniquely positioned to help you protect your nancial interests, while simultaneously delivering on your commitment to your employees. Our team of experienced professionals works with some of the worlds largest corporations to develop and implement state-of-the-art solutions to employee benets challenges. Our philosophy of personal service and attention to individual needs puts our clients at the top of our organizational chart. We work to make each relationship a long-term partnership that continues to grow in value. Contact Us Today: ScottGibbs SeniorVicePresident McGriff,Seibels&Williams sgibbs@mcgriff.com 469-232-2188 Insurance products are offered by McGriff, Seibels & Williams, Inc., a subsidiary of BB&T Insurance Holdings, Inc. McGriff, Seibels & Williams, Inc., CA license #0E83682. CarePlus is a brand of F.B.P. Insurance Services, LLC, CA license #0747466. © 2013, Branch Banking and Trust Company. All rights reserved. Insurance.BBT.com 00636_ Rv. 09-23-13 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F CarePlus GROUP HEALTH, WELLNESS, ADMINISTRATIVE SERVICES CarePlus offers proven, measurable and successful solutions to help you control your costs and increase your employees health and productivity. Our services and tools for benet plan design and management, health management solutions, outsourcing and technology services provide you with the ability to: Manage rising health care expenses providing control over renewal costs Improve your employees health and wellness increasing productivity by engaging your workforce in healthy activities Offer more health care program choices to your employees Keep necessary operating expenses at manageable levels Align and engage all key stakeholders for success the employer, employees and their families, providers, insurance carriers, and your trusted consultant Use technology to administer solutions and monitor program performance Solutions CarePlus group health, wellness and administrative services, are available exclusively through BB&T Insurance Services, Inc. agents, which include McGriff, Seibels & Williams, Inc., and Precept Insurance Solutions, LLC (Precept). CarePlus fully-insured or self-insured group health plan designs: fully integrated health, wellness, and benets outsourcing platform, managing all medical and ancillary benet partners in a single, engagement-based program with numerous options for ancillary coverages that give you budget control and predictable renewals CarePlus Employer Administrative Services: extend your Human Resource departments capacity without increasing overhead Health Management Services: an integrated wellness solution that manages nancial risk by delivering targeted communications and implementing dedicated population health management programs that improve medical care outcomes -Care Management: Our clinical directors review client claims and provide analysis on high-dollar claims and recommendations to reduce large claims, review health care cost trends and provide improvement recommendations, and recommend programs to augment insurance carrier case management programs for better outcomes. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F - Wellness & Health Promotion: We design employee engagement and behavior change programs to create a culture of health, supported by activities to achieve wellness goals and drive employee lifestyle behavioral changes. This includes coordination of biometric screening, health risk assessments, health and wellness communications, and a robust incentive rewards platform. - Incentive Management: Integrating an incentive management platform with your program increases employee engagement and successful outcomes. Our program consists of data management with payroll les, payroll integration, and gift card payments, which provides a seamless experience for the employee and their family. Data Analytics: Analysis of prescription and medical claims data to identify and forecast health risks to help you develop strategies for the most effective benet plan design selections and better manage your employees health, reduce claims and predict future medical costs Health Care Reform Guidance: Our team of government and legislative experts monitors all aspects of Patient Protection and Affordable Care Act (PPACA) to update, coach and provide resources to aid our consultants in their ongoing service to you. From determining full-time equivalents to Pay or Play, McGriff, Seibels & Williams helps you navigate this signicant change every step of the way. Compliance Services: Support for federal and state compliance mandates involving PPACA, ERISA, HIPAA and FMLA Underwriting Services: Benet plan design and pricing to drive employee behavioral changes to move employees toward healthier lifestyles and give you control over escalating benet costs Actuarial Services: Pricing, claims and reserve projections that support your nancial and business objectives Benets Administration: FSA, COBRA and HSA plan administration that conforms to federal and state regulations reducing your administrative burden and non-compliance risk Benets Outsourcing (enrollment and eligibility, billing and reconciliation, and Customer Care Center): Day-to-day enrollment and eligibility management, vendor management, activity reporting, consolidated premium billing, invoice reconciliation and remittance, success metric reporting and state-of-the-art customer support services online, via email, and by phone with multilingual capabilities Technology Services (employee portals, online enrollment, and data management): Online information, services and enrollment; electronic data exchange; customized integration with vendors, payroll and HRIS systems also available Benchmarking: The ability to compare your benet plans and pricing (locally and within your industry) to ensure development of the most competitive benet offerings Why CarePlus? Fortune 500® company employee benet plan designs Fully integrated and automated benets administration Turnkey implementation Improved cost management: 78% loss ratio vs. 85% carrier norm, reduced large claim average, increased consumer- driven HSA plan enrollment (40% vs. 15% carrier norm), greater generic prescription usage (75% vs. 60% carrier norm) Measurable savings and premium renewal trends at 35-50% less than market norms Highly effective health promotion and wellness strategies Employee incentives to stimulate engagement and produce cost-management results Improved employee health and reduced absenteeism Reduced time spent by Human Resources team to manage benets Page 2 of 3 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F A Century of Expertise a Focus on the Future While we trace our organizations roots to 1886, McGriff, Seibels & Williams is rmly focused on the future and helping our clients tackle their responsibilities under health care reform head on. Our insurance experience is unmatched and were uniquely positioned to help you protect your nancial interests, while simultaneously delivering on your commitment to your employees. Our team of experienced professionals works with some of the worlds largest corporations to develop and implement state-of-the-art solutions to employee benets challenges. Our philosophy of personal service and attention to individual needs puts our clients at the top of our organizational chart. We work to make each relationship a long-term partnership that continues to grow in value. Contact Us Today: ScottGibbs SeniorVicePresident McGriff,Seibels&Williams sgibbs@mcgriff.com 469-232-2188 Insurance products are offered by BB&T Insurance Services, Inc., or McGriff, Seibels & Williams, Inc., both subsidiaries of BB&T Insurance Holdings, Inc. CarePlus is a brand of F.B.P. Insurance Services, LLC, CA license #0747466. BB&T Insurance Services, Inc., CA license #0C64544. Precept Insurance Solutions, LLC, CA license #0747466. McGriff, Seibels & Williams, Inc., CA license #OE83682. © 2013, Branch Banking and Trust Company. All rights reserved.Insurance.BBT.com Insurance.BBT.com 00614_ Rv. 09-23-13 Page 3 of 3 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F Mobile Health Consumer HEALTHY COACHING Reaching and engaging your employees in your health benets programs to develop high quality outcomes is more challenging than ever. Most engagement programs available through insurance carriers offer limited efforts at best, and thats why outcomes do not result in reduced annual premiums. To reach and truly engage your employees technology has to meet them where they are. With nearly 70% of the population using a smartphone which they check 43 times daily, on average our Mobile Health Consumer (MHC) technology, available through our CarePlus solution, can motivate successful behavioral changes for your employees. MHC delivers communications and engagement tools right to your employees smartphones or computers, and it is the only program that provides measurement-based health improvement this way. Analytics Drive Strategy MHC offers simplied analytics in a colorful, user-friendly way to help you understand the unique risk prole of your employee population. Working together, we are able to design health incentives, communications and healthy living programs that are precision-targeted to employees who will benet the most. Online and Telephone Coaching MHC is designed to connect with your existing insurance carriers online and telephone coaching programs as well. Analytics Using MHC, we are able to help your employees understand how their benet plan will cover the cost of the services they need. We will monitor their engagement and participation in real-time, informing you and your employees of any strategic changes you might consider to get the results you want. Better Engagement = Improved Results MHC gives your employees and their dependents the tools they need to adopt healthier lifestyles and become better consumers of health services. Even better, it can reduce rst-year claims costs by 3-5 percent. DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F A Century of Expertise a Focus on the Future While we trace our organizations roots to 1886, McGriff, Seibels & Williams is rmly focused on the future and helping our clients tackle their responsibilities under health care reform head on. Our insurance experience is unmatched and were uniquely positioned to help you protect your nancial interests, while simultaneously delivering on your commitment to your employees. Our team of experienced professionals works with some of the worlds largest corporations to develop and implement state-of-the-art solutions to employee benets challenges. Our philosophy of personal service and attention to individual needs puts our clients at the top of our organizational chart. We work to make each relationship a long-term partnership that continues to grow in value. Contact Us Today: ScottGibbs SeniorVicePresident McGriff,Seibels&Williams sgibbs@mcgriff.com 469-232-2188 Insurance products are offered by McGriff, Seibels & Williams, Inc., a subsidiary of BB&T Insurance Holdings, Inc. McGriff, Seibels & Williams, Inc., CA license #0E83682. CarePlus is a brand of F.B.P. Insurance Services, LLC, CA license #0747466. © 2013, Branch Banking and Trust Company. All rights reserved. Insurance.BBT.com 00633_ Rv. 09-23-13 DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F DocuSign Envelope ID: 4BE84628-312D-4C33-A9BF-D3A3D8EE2FCC EXHIBIT 3 Contract 6063 Exhibit F tant to City of Denton.City of Denton ic extension of City of Denton, Ðhand-pickedÑ Professionals City of Denton Ós best interests significant prior experiencepublic entity clientsbenefit challenges consults for approximately thirty (30) public entities to listen to our clientstell them what they need present innovative creative program alternatives. City of Denton EXHIBIT 3 Certificate Of Completion Envelope Id: 4BE84628312D4C33A9BFD3A3D8EE2FCCStatus: Sent Subject: City Council Docusign Item - 6063 Source Envelope: Document Pages: 173Signatures: 1Envelope Originator: Certificate Pages: 6Initials: 0Karen E. Smith AutoNav: Enabledkaren.smith@cityofdenton.com EnvelopeId Stamping: EnabledIP Address: 129.120.6.150 Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: OriginalHolder: Karen E. SmithLocation: DocuSign 4/22/2016 1:48:38 PM karen.smith@cityofdenton.com Signer EventsSignatureTimestamp Karen E. SmithSent: 4/22/2016 1:54:55 PM Completed karen.smith@cityofdenton.comViewed: 4/22/2016 1:55:06 PM Assistant Purchasing ManagerSigned: 4/22/2016 1:55:46 PM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Scott GibbsSent: 4/22/2016 1:55:51 PM sgibbs@mcgriff.comResent: 4/25/2016 11:18:00 AM Senior Vice PresidentViewed: 4/25/2016 11:21:01 AM Security Level: Email, Account Authentication Signed: 4/25/2016 1:31:23 PM Using IP Address: 71.42.105.202 (Optional) Electronic Record and Signature Disclosure: Accepted: 4/25/2016 11:21:01 AM ID: 707ffa6f-4afd-4629-a00d-aabd650aab28 John KnightSent: 4/25/2016 1:31:30 PM john.knight@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia Winkley julia.winkley@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: George C. Campbell george.campbell@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: EXHIBIT 3 Signer EventsSignatureTimestamp Jennifer Walters jennifer.walters@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: StatusTimestamp StatusTimestamp StatusTimestamp StatusTimestamp Julia WinkleySent: 4/25/2016 1:31:29 PM julia.winkley@cityofdenton.comViewed: 4/25/2016 2:19:52 PM Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri ThurmanSent: 4/25/2016 1:31:29 PM sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 10/9/2015 1:39:51 PM ID: 04463961-03db-4c4d-9228-d660d6146ed6 Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jennifer Bridges jennifer.bridges@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: EXHIBIT 3 StatusTimestamp Scott Payne scott.payne@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Timestamp StatusTimestamps Envelope SentHashed/Encrypted4/25/2016 1:31:30 PM EXHIBIT 3 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-568,Version:1 Agenda Information Sheet DEPARTMENT:Transportation CM/ ACM:John Cabrales, Jr. Date:May 3, 2016 SUBJECT ConsideradoptionofanordinanceoftheCityofDenton,Texasprohibitingparkingonthesouthsideof HighlandStreetfromitsintersectionwithBernardStreettoitsintersectionwithIOOFStreet;providinga repealerclause;providingasavingsclause;providingforapenaltynottoexceed$500forviolationsofthis ordinance;providingthatviolationsofthisordinanceshallbegovernedbyChapter18oftheCodeof OrdinancesoftheCityofDenton;andprovidingforaneffectivedate.TheTrafficSafetyCommission recommends approval (4-0). BACKGROUND Earlierthisyear,theCityreceivedapetitionrequest(Exhibit1)fromMr.JonathanKingfortheconsideration ofparkingrestrictionsonHighlandStreetfromBernardStreettoIOOFStreet.Staffconductedmultiplesite visitstoreviewcurrentimpactofon-streetparkingandworkedwithMr.Kingonthispetitionrequesttoensure requisite information was included. ThecurrentCityordinanceconcerninggeneralizedparkingrestrictions,Sec.18-91.50.-“Stoppingorparking prohibitedincertainplaces,”reflectstheStatelawsconcerningthenoteditemsherein.Ofparticularinterest for this situation, and as noted in various locations throughout this document, is: (a) An operator may not stop or park a vehicle: (10)Withinfive(5)feetofapublicorprivatedrivewayorblockinganyportionofapublicor private driveway or access to such driveway. (b)Anoperatormaynot,exceptmomentarilytopickupordischargeapassenger,stoporparkan occupied or unoccupied vehicle: (1) In front of a public or private driveway or within five (5) feet of a driveway; (2) Within fifteen (15) feet of a fire hydrant; (3)Withintwenty(20)feetofacrosswalkatanintersection;(note:thisdoesnotspecify whether it is marked or not and so, means either) Highland Street from Bernard Street to IOOF Street HighlandStreetisanasphaltstreetwithconcretecurbandgutteralongitsentirelength(LocationMapis Exhibit2).HighlandStreethasanaveragewidthofmorethan35feet,fromfaceofcurbtofaceofcurb,inthe subjectstreetsegment.AlongHighlandStreet,developmentonbothsides,consistsofleasedandowner City of DentonPage 1 of 4Printed on 4/29/2016 powered by Legistar© File #:ID 16-568,Version:1 occupied single family homes on the south side and an apartment complex on the north side. BecausethissectionofHighlandStreetiswithintheUNT’sareaofinfluence,thereissubstantialstudent parkingexperiencedonthisstreetsegment,withanumberofthembeinginclearviolationofvariouscurrent Cityparkinglawsandothersbeinginconsiderateofthepropertyowner’sclientsbycausingissueswith accessing the driveways by partial obstruction. The Petition Process TheCityrequires100%participationoftheownersofthepropertyonbothsidesofanentireblock(evenif onlyonesideisbeingrequestedtoberestricted)withaminimumof60%oftheownersneedtobeinfavorof therestrictionforthesideoftheblockthatwillberestricted.Therefore;ifonlyonesideisbeingrestricted,it informs the property owners on the other side allowing them to determine if: 1)Thereisapotentialresultingshiftintheparkingtotheirside,resultinginunduehardshipandthus oppose the proposed restriction or 2)Allow them to join in on the request to have their side restricted also. The Petition Mr.Kingreceivedafavorableresponsefromthreeofthefivepropertyowner’sorrepresentatives(minimum 60%required).ThesignaturefrommanagerofTheOaksApartmentsindicatedtheywereopposedtoany restriction.Mr.Kinghaddifficultyinobtainingthesignaturefromoneoutofstatepropertyowner(JCJ Rentals),buthasdocumentedhisattempttocontacttheownerbymail.Thefollowingitemsforeachshould also be noted/considered: 601BernardStreet-Ownersofthisresidentialunitareinfavorandarefacilitatingtherequestpetition to restrict parking. 425BernardStreet-ManageroftheOaksApartmentwasnotsupportiveoftheproposal,andstaff assumes this is the position of ownership. 811HighlandStreet-Renterhassignedthepetition.Mr.Kinghasnotbeenabletomakeformal contact with the property owner after several phone calls (Exhibit 3). 807WestHighlandStreet-Ownersofthisresidentialunitareinfavorandarefacilitatingtherequest petition to restrict parking. 803/805Highland-Ownersofthisresidentialunitareinfavorandarefacilitatingtherequestpetitionto restrict parking DCTAOperators-PetitionercontactedDCTAbusoperators,somewhichlivenearthesubjectstreet segment.CityofDentonstaffcontactedDCTAmanagement,andDCTAmanagementconcurstheon- streetparkingcongestioncreatessafetyissuesforprovidingfixedroutebusservicethroughthesubject street segment. Staff Considerations TherearesafetyissuesasitrelatestoconstricteddrivelanesforpublicsafetyresponseandfortheDCTA transitbuses.Thisandtheongoingviolationsofon-streetparkingrelativetothelocationtoastopsignisan issuebecauseoftheCity’slimitednumberofstafftoenforcetheseviolationsencouragesviolations. Additionally,manyoftheviolatorsaretypicallynotlongtimecitizensofDentonthus,whenaticketisissued, itmostlikelywillbedisregarded.Finally,thepartialblockageofdrivewaysisaviolation,nottomention City of DentonPage 2 of 4Printed on 4/29/2016 powered by Legistar© File #:ID 16-568,Version:1 causing an inconvenience to the residents of the various properties. Asnotedearlier,thestreetsegmentiswiderthan26feet,thusparkingmaybepermittedononesideofthe streetandstillmeettheFireCode.Althoughthepetitionerrequestedbothsidesberestricted,staffproposes restrictingthesouthsideofthestreetsegmentsincetherearemultipledrivewaysonthesouthsideversusonly onedrivewayfortheOaksApartmentonthenorthside.Thepetitioner(Mr.King)wasagreeabletorestricting the south side of the street. OPTIONS 1.ApprovalofanoparkingrestrictionordinanceanytimeforthesouthsideofHighlandStreetfromBernard Street to IOOF Street. 2.ConsidertheapprovalofanoparkingrestrictionanytimeordinanceforbothsidesofHighlandStreetfrom Bernard Street to IOOF Street. (Original request by Mr. King). 3.DenialofthenoparkingrestrictionpetitionforeithersideofHighlandStreetfromBernardStreettoIOOF Street. 4.Providestaffwithadditionaldirectiontoaddresson-streetparkingontheHighlandStreetfromBernard Street to IOOF Street. RECOMMENDATION TrafficSafetyCommissionrecommendsconsiderationofOption1above,restrictingthesouthsideofHighland Street from Bernard Street to IOOF Street. Staffrecommendsrestrictingthesouthsideofthestreetsegmentsincetherearemultipledrivewaysonthe south side versus only one driveway for the Oaks Apartment on the north side. ESTIMATED SCHEDULE OF PROJECT Within10daysofordinancepassage,theCitySecretaryisdirectedtopublishcaptionofordinancetwiceinthe Denton Record-Chronicle. Ordinance providing penalty shall become effective 14 days from date of its passage. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Traffic Safety Commission recommended 4-0. Staff has reviewed the petition and made multiple site visits. FISCAL INFORMATION Less than $1,000 for requisite signs and associated labor. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. City of DentonPage 3 of 4Printed on 4/29/2016 powered by Legistar© File #:ID 16-568,Version:1 Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Safe, Liveable & Family-Friendly Community Related Goal:4.1 Enhance public safety in the community EXHIBITS 1.No Parking Petition 2.Location Map 3.On-street parking conditions - Highland Street 4.Ordinance Respectfully submitted: Mark Nelson Transportation Director City of DentonPage 4 of 4Printed on 4/29/2016 powered by Legistar© EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 s:\\transportation\\traffic safety commission\\no parking\\highland street\\council\\draft ord 2 no parking highland.doc ORDINANCE NO. ___________ AN ORDINANCE OF THE CITY OF DENTON, TEXAS PROHIBITING PARKING ON THE SOUTH SIDE OF HIGHLAND STREET FROM ITS INTERSECTION WITH BERNARD STREET TO ITS INTERSECTION WITH IOOF STREET; PROVIDING A REPEALER CLAUSE; PROVIDING A SAVINGS CLAUSE; PROVIDING FOR A PENALTY NOT TO EXCEED $500 FOR VIOLATIONS OF THIS ORDINANCE; PROVIDING THAT VIOLATIONS OF THIS ORDINANCE SHALL BE GOVERNED BY CHAPTER 18 OF THE CODE OF ORDINANCES OF THE CITY OF DENTON; AND PROVIDING FOR AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. When signs and/or marking or any combination thereof are in place giving notice thereof, no person shall park a vehicle on the south side of Highland Street from its intersection with Bernard Street to its intersection with IOOF Street. SECTION 2. The provisions of Section 1 prohibiting the parking of vehicles shall apply on the designated portion of the above named street or streets except when it is necessary to stop a vehicle to avoid conflict with other traffic or in compliance with the direction of a police officer or official traffic control device. SECTION 3. All provisions of the ordinances of the City of Denton in conflict with the provisions of this ordinance are hereby repealed, and all other provisions of the ordinances of the City of Denton, not in conflict with the provisions of this ordinance, shall remain in full force and effect. SECTION 4. If any section, subsection, paragraph, sentence, clause, phrase, or word in this ordinance, or application thereof to any person or circumstances is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance, and the City Council of the City of Denton, Texas hereby declares it would have enacted such remaining portions despite any invalidity. SECTION 5. Save and except as amended hereby, all the provisions, sections, subsections, paragraphs, sentences, clauses, and phrases of the Code of Ordinances shall remain in full force and effect. SECTION 6. Any person found liable of violating this Ordinance by a court of competent jurisdiction shall be fined a sum not to exceed five hundred dollars ($500). Each day that a provision of this ordinance is violated shall constitute a separate offense. The disposition of parking citations issued pursuant to this Ordinance shall be governed by Division 3 titled . SECTION 7. This Ordinance providing for a penalty shall become effective 14 days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record-Chronicle, the official newspaper of the City of Denton, Texas, within 10 days of the date of its passage. PASSED AND APPROVED this the ______ day of __________________, 2016. __________________________________ CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: _____________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: Page 2 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-575,Version:1 Agenda Information Sheet DEPARTMENT:Parks and Recreation ACM:John Cabrales, Jr. DATE:May 3, 2016 SUBJECT Considerapprovingthedonationof13oilandwatercolorprintsbythelateMarthaRobbinsasPublicArt pursuanttotheCityofDenton’sDonationsofPublicArtPolicy.ThePublicArtCommitteerecommends approval (7-1). BACKGROUND Mr.ReginaldHillofferedtodonate13signedandnumberedartprintsproducedbythelate,localartist,Martha Robbins,totheCityofDentonPublicArtinventory.Theprintsarevaluedat$200eachanddepictlandscapes, wildlife, and still life (Exhibit 2), and will be put on display at various City venues. RECOMMENDATION StaffrecommendsthattheCityCouncilapprovethedonationofoilandwatercolorprintsbyMarthaRobbinsas Public Art. PRIOR ACTION/REVIEW (Council, Boards, Commissions) The Public Art Committee voted to recommend, 7-1, on March 3, 2016. (Exhibit 1) STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Safe, Livable & Family-Friendly Community Related Goal:Provide and support outstanding leisure, cultural, and educational opportunities. EXHIBITS 1.Excerpt of Public Art Committee Minutes dated March 3, 2016 2.Proposed Public Art (photos) Respectfully submitted: Emerson Vorel City of DentonPage 1 of 2Printed on 4/29/2016 powered by Legistar© File #:ID 16-575,Version:1 Director Submitted by: Janie McLeod, Community Events Coordinator City of DentonPage 2 of 2Printed on 4/29/2016 powered by Legistar© Exhibit 1 Excerpt of Minutes PUBLIC ART COMMITTEE MINUTES March 3, 2016 After determining that a quorum of the City of Denton, Texas, Public Art Committee was present, the Chair of the Committee thereafter convened into an open meeting on Thursday, March 3, 2016, at 6 p.m. in the Denton Civic Center, 321 E. McKinney St., Denton, Texas. Members present: Jim Clement, Millie Giles, Gerri Veeder, Frank Mayhew, Mike Barrow, Guy Bruggeman, Brian Wheeler, and George Neil Member absent: Glen Farris Ex-Officio present: Tracy Bays-Booth, GDAC Staff present: Emerson Vorel and Janie McLeod Guests: Jennifer Hartman, art teacher at Pecan Creek Elementary School CALL TO ORDER. Chair Clement called the meeting to order at 4 p.m. ACTION ITEMS: Use of HOT Funds. Bruggeman moved to use HOT funds to purchase new mats and frames for art that needs maintenance, get the outdoor art assessed and address any issues, use the balance of HOT funds to cover expenses associated with the purchase of the Moroles art, and combine the balance of CIP funds with 2017-18 HOT funds to purchase new art. The motion was seconded by Wheeler. The motion passed (8-0). Public Art Master Plan. The PAC decided to review next month. Donation of Art by Martha Robbins. Giles moved to accept the 13 framed prints donated by Reginald Hill. The art original numbered and signed prints into the public art collection. The motion was seconded by Mayhew and passed with Clement voting against (7-1). There being no further business, the meeting was adjourned at 5:52 p.m. Exhibit 2 Exhibit 2 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-584,Version:1 Agenda Information Sheet DEPARTMENT:Finance CM/ ACM:Bryan Langley Date:May 3, 2016 SUBJECT ConsideradoptionofanordinanceoftheCityofDenton,Texas,authorizingtheexecutionofacontractforsale ofrealestate(“Contract”),betweentheCityofDenton,Texas(“City”),asbuyer,andDentonCounty,Texas (“County”),asseller,forthepurchasea1.083acretract,moreorless,locatedintheB.B.B.&C.Railroad CompanySurvey,AbstractNo.185,DentonCounty,Texas,andlocatedgenerallyonthenorthsideofthe300 blockofEastMcKinneyStreet,Denton,DentonCounty,Texas,andmoreparticularlydescribedintheContract ofSaleattachedtotheordinanceasExhibit“A”,forthepurchasepriceofOneMillionandNo/100Dollars ($1,000,000.00);andprovidinganeffectivedate.(DentonCountyCourthouseAnnexpropertypurchase-301 East McKinney Street) BACKGROUND InMarchof2016,DentonCountyofferedforsalethesubject1.083acretractandlistedthepropertywitha commercial real estate broker. ThepropertytractislocatedincloseproximitytoCityofDentonlandandanacquisitionofthetractbythe CitywillcomplementtheprogrammingandoperationsofMainCityHall,theCivicCenterandQuakertown Park. OPTIONS 1.Approve the proposed Ordinance. 2.Not approve the proposed Ordinance. 3.Table for future consideration. RECOMMENDATIONS Recommend approval of the Ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) April 26, 2016, City Council Closed Session briefing. City of DentonPage 1 of 2Printed on 4/29/2016 powered by Legistar© File #:ID 16-584,Version:1 STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Public Infrastructure Related Goal: 2.3 Promote superior utility services and facilities EXHIBITS 1.Location Map 2.Site Map 3.Ordinance (with attachments) Respectfully submitted: Paul Williamson Real Estate Manager Prepared by: Amy B. Parish Real Estate Analyst City of DentonPage 2 of 2Printed on 4/29/2016 powered by Legistar© Location Map CITY OF DENTON EGAN PECAN 301 E. McKinney Street WALNUT SYCAMORE © OpenStreetMap (and) contributors, CC-BY-SA EXHIBIT 2 - Attachment to AIS 301 EAST McKINNEY STREET 02705401,080 µ Date: 4/27/2016 Feet Site Map CITY OF DENTON 1.083 Acres EXHIBIT 2 - Attachment to AIS 301 EAST McKINNEY STREET 03570140 µ Date: 4/26/2016 Feet EXHIBIT 3 attachment to AIS EXHIBIT "A" City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-557,Version:1 AGENDA INFORMATION SHEET DEPARTMENT:Department of Development Services/Economic Development Division ACM:Jon Fortune DATE:May 3, 2016 SUBJECT ConsideradoptionofanordinanceapprovingaFirstAmendmenttoaTaxAbatementAgreementbetweenthe CityofDentonandPeterbiltMotorsCompanysettingforthalltherequiredtermsoftheTaxAbatement AgreementinaccordancewiththetermsofChapter312oftheTexasTaxCode;settingforththevarious conditionsprecedenttoPeterbiltMotorsCompany,receivingtheTaxAbatement;providingforaseverability clause; and providing an effective date. EXECUTIVE SUMMARY In2015,Peterbiltreceiveda70%taxabatementforeightyearsfora17,500square-footexpansionofitscurrent manufacturingfacility.Now,PeterbiltisrequestinganamendmenttoitsTaxAbatementAgreementtoinclude theconstructionandequippingofanewstand-alone102,000-square-footbuildingnorthoftheexistingplant. The terms of the amendment for the new building are 70% for seven years. Exhibits2and3areattachedhereindraftformpendingPeterbilt’sreview,whichwasnotcompleteatthetime ofthiswriting.AnysubstantivechangestothetermsofthedraftamendmentwillbepresentedtoCouncilprior to execution. Staff recommends approval of the amendment. BACKGROUND Peterbilt,adivisionofPACCAR,openedtheDentonPlantin1980with83employeesandhassustained growthtoemploymorethan2,000inDentonin2016.ThePeterbiltDivisionOfficewasrelocatedtoDenton fromCaliforniain1993,andin2000,PACCARFinancialrelocateditsLasColinasoperationstoDenton.The Dentonplanthasexpandeditsfacilitysince1980andhascontinuedtoupgrademachineryandequipmentto remaincompetitiveandtoprovidethehighestqualityproducttotheconsumer.Theseupgradesallowed PeterbilttoconsolidateallofitsheavydutytruckproductioninDenton.Peterbiltisthelargestprivateemployer in Denton with a salary/benefit package of over $200 million annually. PACCARandPeterbiltcontinuetostronglyencouragetheirsupplybasetoopenlocationsinDentontosupport theirtruckoperations.PACCAR’scontinuedcommitmenttogrowthinDentonisshownthroughtheir investmentof$100millionincapitalimprovementsandlandpurchasesovertheprevioussixyears,including thepurchaseofanadditional140acresofpropertyadjacenttothecurrent100-acredevelopmentandexisting tax abatement Reinvestment Zone. City of DentonPage 1 of 3Printed on 4/29/2016 powered by Legistar© File #:ID 16-557,Version:1 PeterbiltalsohasbeenthedrivingforcebehindgrowthofthefollowingbusinessesinDentonthatsupportthe company: Elite Manufacturing Quality Industries NIC Global Rush Enterprises ProBilt Services (Custom Truck Upfit) Active Transportation USA Inadditiontothegrowthoftheseexistingbusinesses,thefollowingcompaniesopenednewlocationsinDenton to support the Peterbilt plant. Commercial Vehicle Group (CSV) ConMet Larson Group CEVA Logistics In2015,Peterbiltreceiveda70%taxabatementforatermofeightyearsfora17,500square-footexpansionof theircurrentmanufacturingfacilitytoimprovematerialflowandreceivingcapacityfromtrucksintothe expandedmeteringcenterontheeastsideoftheplant.Theexpansionalsoincludesastorageandretrieval systemforpaintedpartstohelpbalancetheproductflowfrompainttocabtrim.Thecertificateofoccupancy for this project was issued in March 2016; the first year of tax abatement will be 2017. Now,Peterbiltisrequestinganamendmenttoits2015TaxAbatementAgreementtoincludetheconstruction andequippingofanewstand-alone102,000-square-footbuildingnorthoftheexistingplant.Thisinvestment willfreeupspaceinthecurrentbuildingforanewcabproductandwouldimproveoperationalefficiencies. ThenewbuildingwillbelocatedwithintheexistingReinvestmentZoneXII.Peterbilt’srequestisforaneight- year, 70% abatement, the same terms it received for the 2015 abatement. InconsultationwiththeCity’sLegalDepartment,EconomicDevelopmentdeterminedthatPeterbilt’sexisting TaxAbatementAgreementcanbeamendedtoincludethenewbuildingasa“Phase2”oftheagreement. However,thelengthoftimeforwhichtheexistingReinvestmentZoneXIIisestablishedcannotbealtered. Therefore, Peterbilt is eligible to receive a seven-year, 70% abatement for Phase 2. RECOMMENDATION Staffrecommendsapprovaloftheamendmentaddingthenewstand-alonebuildingasPhase2andprovidinga seven-year, 70% abatement for that phase. PRIOR ACTION/REVIEW (Council, Boards, Commissions) April 26, 2016 - The City Council received a closed meeting briefing on the Peterbilt amendment. April13,2016-TheEconomicDevelopmentPartnership(EDP)boardreviewedtheamendmentrequestand recommended (6-0) a tax abatement incentive of 70% for the remainder of the eight-year term. February 17, 2015 - The City Council approved the Tax Abatement Agreement with Peterbilt. February 3, 2015 - The City Council received a closed meeting briefing on the Peterbilt project. City of DentonPage 2 of 3Printed on 4/29/2016 powered by Legistar© File #:ID 16-557,Version:1 December16,2014-TheEDPboardreviewedtherequestandrecommended(8-0)ataxabatementincentiveof 70% for eight years for Peterbilt. FISCAL INFORMATION TherevenuetotheCityfromtheexistingpropertygenerates$1,088,721annually.Ifvaluationsresultas proposed,Peterbiltwouldreceiveanincentiveintheamountof$890,163fromthe2016expansionandatotal of1,712,898fromboththeoriginal2015andproposed2016AmendedTaxAbatement.Duringtheeight-year taxabatement,theCitywouldreceive30%ofpropertytaxrevenuesonthebuilding/improvementsand equipment,resultinginnewrevenuesofapproximately$734,100excludingtheexistingrevenuefromthis zone. ThecityalsoreceivesrevenuefromtwoPeterbiltpropertiesthatarenotpartofthisproject.Theundeveloped propertynorthoftheReinvestmentZoneandPeterbilt’scorporatefacilityon1700Woodbrookprovide additional City revenue of more than $56,000 annually. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Economic Development Related Goal:3.4 Encourage development, redevelopment, recruitment, and retention EXHIBITS 1.Exhibit 1 - 2016 Request Letter 2.Exhibit 2 - Draft Ordinance 3.Exhibit 3 - Draft Amendment Respectfully submitted: Aimee Bissett Director of Development Services Prepared by: Erica Sullivan Economic Development Analyst Development Services Department, Economic Development Division City of DentonPage 3 of 3Printed on 4/29/2016 powered by Legistar© ORDINANCE NO.___________ AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING ANAMENDMENT TO ATAX ABATEMENT AGREEMENT DATED FEBRUARY 17,2015, BETWEEN THE CITY OF DENTON AND PETERBILTMOTORS COMPANY; AND PROVIDING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON, TEXAS HERBY ORDAINS: SECTION 1. The City Manager, or his designee, is hereby authorized toexecute an Amendment toaTax Abatement Agreement (the “Amendment”), in substantially the form of the Amendment which is attached hereto and make a part of this ordinance for all purposes. SECTION 2. The City Manager, or his designee, is authorized to exercise the City of Denton’s rights and duties as set forth in the Amendment. SECTION 3. 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 BY: __________________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: __________________________________ FIRST AMENDED TAX ABATEMENT AGREEMENT This First Amended Tax Abatement Agreement (the "AmendedAgreement") is entered into between theCity of Denton, Texas (the " City"), duly acting herein by and through its Mayor, and PeterbiltMotors Company, a division of PACCAR Inc., a Delaware Corporation duly authorized to dobusiness in the State of Texasand whose principle place of business is located at __________________(the "Owner"or “Peterbilt”),duly acting herein byand through its authorized officer(singularly, “party,” collectively “parties”). WHEREAS, Chapter 312 of the Tex. Tax Code (the “Act”) authorizes the City to enter into a tax abatement agreement if the City elects to become eligible to participate in tax abatements through a resolution; and WHEREAS, on the 5thday of April, 2016, theCity Council of Denton, Texas (the "City Council") adoptedvia resolutiontheAmendedDenton Tax Abatement and Incentive Policy (the "Policy"), a copy ofwhich is on file in the City of Denton Economic Development Office and which is incorporatedherein by reference,to satisfy the Actand adopt guidelines and criteria governing tax abatement agreements; WHEREAS, on the 17th day of February 2015, the City Council passed Ordinance no. 2015-048(the " Ordinance") establishing Reinvestment Zone No. XII, City of Denton, Texas, as a commercial/ industrial reinvestment zone for tax abatement (the " Zone"), as authorized by Title 3, Chapter312, Subchapter B of the Tex. Tax Code; WHEREAS, on the 9th day of December 2014, Owner submitted an Application for Tax Abatement with various attachments to the City concerning the contemplated use of the Premises and the City then entered into a Tax Abatement Agreement with Owner on February 17, 2015, pursuant to Ordinance No. 2015-049 (“Original Agreement”); and WHEREAS, the Original Agreement consists ofPhase I Eligible Improvementsand the Owner and City desire to include Phase II Eligible Improvements in thisAmended Agreement for the same term, which term is within the limits of the Act; and WHEREAS, the City Council finds that the contemplated use of the Premises, the ContemplatedImprovements (as hereinafter defined) to the Premises as set forth in this Amended Agreement,and the other terms hereof are consistent with encouraging development of the Zone in accordancewith the purposes for its creation and are in compliance with the Ordinance and Policy andsimilar guidelines and criteria adopted by the City and all applicable law; and WHEREAS, notice has been published in accordance with Chapter 312 of the Tax Code and written notice that the City intends to enter intothis Amended Agreement, along with a copy of thisAmended Agreement, has been furnished by the City, in the manner and by the time prescribed by theCode, to the presiding officers of the governing bodies of each of the taxing units in which thePremises is located; Page 1of 15 NOW, THEREFORE, the City and Owner for and in consideration of the premises andthe promises contained herein do hereby contract, covenant, and agree as follows: I. DEFINITIONS “Added Taxable Value”is defined as the value of the Eligible Property above the Base Year Value, as appraised by Denton CentralAppraisal District. “Application for Tax Abatement”means that certain application for incentives made by Owner and datedDecember 9, 2014. “Appraised Value or Value” means the value certified as of January 1 of each year of this Amended Agreement regarding the property within the Zone. “Phase I Base Year”means January 1, 2015. “Phase II Base Year” means January 1, 2017. “Base Year Value”means the tax year 2015 and 2017taxable value of Owner’s real property located at the Premises in the Zone on January 1, excluding land value, as finally determined by the Denton CentralAppraisal District. “City”means City of Denton, Texas. “District”means Denton Central Appraisal District. “Ineligible Property”means real property, existing improvements, tangible personal property that the District classifies as inventory, vehicles, or supplies, real property used primarily to provide retail sales or services to the public, real property used for residential purposes, tangible personal property classified as furnishings, tangible personal property located in the Zone prior to the execution date of the Original Agreement, real property with a productive life of less than 10 years, or any other property for which abatement is not allowed by the Act. “Owner”means PeterbiltMotors Company, a division of PACCAR Inc., a Delaware Corporation. “Phase I Eligible Improvements”means the construction, renovation, and equipping of the real property improvements erected or affixed to the Premises followingthe Base Year to include costs related to the development and improvement of a 17,500 square foot expansion of the current manufacturing facility increasing dock doors by 56%, expansion of the metering center onthe East side of the plant, expansion on the West side of the plant, and a storage and retrieval system for painted parts, cabs, hoods and sleeperson the second level of the buildingat the Premises, including without limitation, construction costs, design and engineering costs, and tangible personal property located on or at the Premises by the Owner, excluding inventory, vehicles, and supplies, and which is not Ineligible Property, having a taxable value of at least $10,000,000 upon completion and eligible for tax abatement only if completed and operational by December 31, Page 2of 15 2016. Phase I Eligible Improvements are more particularly described in the Application for Tax Abatement and detailed in Exhibit _______________attached hereto and incorporated by reference. “Phase II Eligible Improvements”means the construction, renovation, and equipping of the real property improvements erected or affixed to the Premises following completion of the Phase I Eligible Improvements to include costs related to the development and improvement of a new stand-alone 102,000 square foot building north of the existing heavy duty truck manufacturing plant at the Premises, including without limitation construction costs, design and engineering costs, and tangible personal property located on or at the Premises by the Owner, excluding inventory, vehicles, and supplies, and which is not Ineligible Property, having a taxable value of at least $8,500,000.00 upon completion and eligible for tax abatement only if completed and operational by December 31, 2018. Phase II Eligible Improvements are more particularly described in the Application for Tax Abatement and detailed in Exhibit _____ attached hereto and incorporated by reference. “Premises”isdefined as the real property (land and improvements)located at 3200 Airport Road, as described by metes and bounds in Exhibit _____,which existed on January 1, 2015, entirely within the Zone, and whichis owned and operated by Owner. “Real Property Improvements”are definedas improvements to the Premises and shall include buildings, structures, or fixtures erected or affixed to the landand consist of both Phase I Eligible Improvements and Phase II Eligible Improvements. “Reinvestment Zone No. XII”or “Zone” is defined as the real property located in the City of Denton, Texas and described by City of Denton Ordinance No. ___________, attached hereto as Exhibit ____ and incorporated by reference. II. TERMS AND CONDITIONS OF ABATEMENT A.In consideration of and subject to the Owner meeting all the terms and conditions of abatement set forth herein, the City hereby grants the following tax abatement(s)("Abatement(s)"): 1.INCENTIVE FOR PHASE I ELIGIBLE IMPROVEMENTS a.An Abatement equal to 70% of City ad valorem taxes attributable to new Phase I Eligible Improvementsresulting in an Added Taxable Value (excluding land value), determined by the Denton Central Appraisal District, of real property improvements to and tangible personal property (excluding inventory, vehicles and supplies) located on the Premises, excluding Owner's assessed valuation of real and personal property located at the Premises as of the Base Year.The Abatement is subject to the conditions as set forth in this Amended Agreement. b.Such Added Taxable Valueshall be at least $10,000,000.00over the Base Year Value, determined by the Denton Central Appraisal District, of the Premises and tangible personal property (excluding inventory, vehicles,and supplies) located on the Page 3of 15 Premises, excluding Owner’s assessed valuation of real and personal property located at 3200 Airport Road as of January 1, 2015. If such increase in assessed value, determined by the Denton Central Appraisal District, is less than $10,000,000.00, then there shallbe no Abatement. c.The incentive shall be for a periodof eight (8) years commencing on January 1 of the year following the Owner's receipt of a certificate of occupancy ("C.O.") for the Premises. d.The construction or placement of the Phase I Eligible Improvements shall be completed on or before December 31, 2017, subject to force majeuredelays not to exceed 180 days. For the purposes of this paragraph, the term force majeureshall mean any circumstances or any condition beyondthe control of Owner as set forth in Section ____________ “Force Majeure” which makes it impossible to meet the above- mentioned threshold. e.The appraised value of the Phase I Eligible Improvements on January 1, 2015,and on st each and every January 1thereafter during the term of this Amended Agreement shall not be less than $10,000,000.00 over the Base Year Value.Owner may from time to time during this Amended Agreement, install additional improvements and modify, remove or replace improvements in Owner’s discretion provided that Owner shall not modify the minimum value requirements hereunder. Failure to meet therequirements of this section will invalidate the tax abatement for the year this requirement was not satisfied. f.The Abatement shall not apply to the Base Year Value, Ineligible Property, inventory, vehicles, or supplies. 2.INCENTIVE FOR PHASE II ELIGIBLE IMPROVEMENTS a.An Abatement equal to 70% of City ad valorem taxes attributable to new Phase II Eligible Improvements resulting in an Added Taxable Value (excluding land value), determined by the Denton Central Appraisal District, of real property improvements to and tangiblepersonal property (excluding inventory, vehicles and supplies) located on the Premises, excluding Owner's assessed valuation of real and personal property located at the Premisesas of the Base Year and excluding Added Taxable Value of Phase I Eligible Improvements.The Abatement is subject to the conditions as set forth in this Amended Agreement. b.Such Added Taxable Value shall be at least $8,500,000.00 over the Base Year Value, determined by the Denton Central Appraisal District, of the Premises and tangible personal property (excluding inventory, vehicles, and supplies) located on the Premises, excluding Owner’s assessed valuation of real and personal property located at the Premisesas of January 1, 2017, and excluding the Added Taxable Value of Phase I Eligible Improvements. If such Added Taxable Value of Phase II Eligible Page 4of 15 Improvements, determined by the Denton Central Appraisal District, is less than $8,500,000.00, thenthere shall be no Abatement. c.The incentive shall be for a period of eight (8) years commencing on January 1 of the year following the Owner's receipt of a certificate of occupancy ("C.O.") for the Premises. d.The construction or placement of the Phase IIEligible Improvements shall be completed on or before December 31, 2017, subjectto force majeuredelays not to exceed 180 days. For the purposes of this paragraph, the term forcemajeureshall mean any circumstances or any condition beyond the control of Owner as set forth in Section ____________ “Force Majeure” which makes it impossible to meet the above- mentioned threshold. e.The appraised value of the Phase II Eligible Improvements on January 1, 2017, and on st each and every January 1thereafter during the term of this Amended Agreement shall not be less than $8,500,000.00, excluding Owner’s assessed valuation of real and personal property located at the Premises as of January 1, 2017, and excluding the Added Taxable Value of Phase I Eligible Improvements. Owner may from time to time during this Amended Agreement, install additional improvementsand modify, remove or replace improvements in Owner’s discretion provided that Owner shall not modify the minimum value requirements hereunder. Failure to meet the requirements of this section will invalidate the tax abatement for the year this requirement was not satisfied. f.The Abatement shall not apply to the Base Year Value, Phase I Eligible Improvements, Ineligible Property, inventory, vehicles, or supplies. B.CONDITIONS 1.Real PropertyImprovements shall be constructed and the Premises shall be used substantially in accordance with the description of the project set forth in the Application for Tax Abatement. All Real Property Improvements shall be placed and/or installed in accordance with applicable laws, ordinances, rules, or regulations in effect at the time such Real Property Improvements are placed and/or installed.The City is not obligated in any way to payment of costs and fees for the Real Property Improvements and is only agreeing to Abatement(s) as herein described. For the construction of Real Property Improvements, Owner shall comply with all applicable City of Denton Code of Ordinances, the City’s Tax Abatement and Incentive Policy, Texas Department of Transportation Regulations and any other applicable federal, state, and local law. 2.Real PropertyImprovements shall be operated and maintained for the purposes set forth herein so that the uses of the Premises shall be consistent with the general purpose of encouraging development or redevelopment of the Zone, except as otherwise authorized or modified by this Agreement. Page 5of 15 3.The City shall have the right to terminate theAbatement(s)if the Owner does not occupy the Premisescontinuously for the term of the Abatement(s)for the purposes set forth in the Tax Abatement Application. In the event of such termination the Owner shall refund to the City all previous tax abatements and all tax Abatement(s)for future years shall be terminated. 4.Owner agrees to comply with all the terms and conditions set forth in this Amended Agreement. 5.If Owner protests the District’s value of the property subject to this Amended Agreement, the valuation placed on the property after the protest is resolved under State law shall be used. th 6.On or before February 28of each year for the term of this Amended Agreement, the Owner shall certify in writing to the City of Denton Owner’s compliance with each term st of this Agreement as indicated herein.Contract Year No. 1 begins January 1, following st the year ending December 31, in which a Certificate of Occupancy is issued, and subsequent Contract Years shall be numbered sequentially up to Contract Year No. 8 for the purposes of compliance as described below. 7.Owner shall be responsible for notifying the District of the Abatement(s), including filing with the District any application or other forms necessary to qualify for or receive the Abatement(s) granted. 8.Owner has the financial resources to meet the above conditions. 9.This paragraph is required by Chapter 2264, T EXAS G OVERNMENT C ODE and governs over any conflicting provisions of this Amended Agreement. Owner is prohibited from knowingly employing undocumented workers as that term is defined in Section 2264.001, T EXAS G OVERNMENT C ODE. If Owner is convicted of a violation under 8 U.S.C. Section 1324a (f), the conviction shall be considered a default of this Agreement, from which no cure provisions shall apply. In such event, the City shall provide written notice to Owner of the default and this Amended Agreement shall automatically terminate on the 30 th day after the date of the notice of default from the City to Owner. In the event of termination under this paragraph, Owner shall repay to the City the amount of all property taxes abated under this Amended Agreement, plus interest on the abated amount at the rate provided for in the T EXAS T AX C ODE for delinquent taxes. 10.Owner shall use a good faith effort to hire local Denton contractors and suppliers in constructing the Real Property Improvements where qualified and available. III. EVENT OF DEFAULT A.The City may declare the Owner in default of this Amended Agreement on the following events: Page 6of 15 1.Owner fails to comply with any term of this Agreement. 2.Owner allows its ad valorem real property taxes with respect to the Premises or Improvements, or its ad valorem taxes with respect to any tangible personal property, if any, owned by the Owner which is located in the Improvements, owed the City to become delinquent and fails to timely and properly follow thelegal procedures for protest and/ or contest of any such ad valorem real property or tangible personal property taxes. 3.Owner ceases operations on the Premises for a continuous period during the term of this Amended Agreement as stated in Article II herein, without prior written consent of the City, except that (a) a shutdown of a facility, with assurance of the resumption of operations, for the purpose of facility modification, expansion, improvement, retooling, or similar purpose, (b) in the eventthe facility is being actively marketed, the city shall not unreasonably withhold consent to a reasonable extension to such period to permit the sale of the facility to another operator, (c) the closure of the facility pending settlement of insurance, casualty or condemnation claims, (d) or the closure due to inadequate or unacceptable raw water supply shall not constitute a cessation of operations on the Premises. 4.Any warranty, representation or statement made or furnished to the City by or on behalf of Owner, under this Amended Agreement that is false or misleading in any material respect, either now or at the time made or furnished, and Owner fails to cure same within thirty (30) days after written notice from the City to the Ownerdescribing the violation, or if such violation cannot be cured within such 30-day period in the exercise of all due diligence, then if Owner fails to commence such cure within such 30-day period or fail to continuously thereafter diligently prosecute the cure of such violation, or if Owner learns that any such warranty, representation or statement has become false or misleading at the time that it was made, and Owner fails to provide written notice to the City of the false and misleading nature of such warranty, representation or statement within ten (10) days after confirmed written notice to Owner. 5.The dissolution or termination of Owner’s existence as a going business, Owner’s insolvency, appointment of receiver for any part of the Premises, any assignment of all or substantially all of the assets of Owner for the benefit of creditors of Owner, any type of creditor workout for Owner, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Owners, unless, in the case of involuntary proceedings, such proceedings are discharged within sixty (60) days after filing. 6.City shall notify Owner of any default in writing specifying the default. Owner shall have sixty (60) days from the date of the notice to cure any default. If Owner fails to cure the default within ninety (90) days from receipt of notice, the City may terminate this agreement by written notice, modify this agreement, or request a partial or total recapture of the Abatement(s) as stated herein. Page 7of 15 7.If this Amended Agreement is terminated by the City, the Abatement(s) shall be terminated with respect to the year in which notice of Default is given and all future years thereafter. Owner shall refund to the City any Abatement(s) amounts received for the year in which the Amended Agreement was terminated. The Abatement(s) with respect to any year prior to the year in which notice of the default is given shall not be forfeited or recaptured unless the Owner fails to construct any Real Property Improvements or fails to install business personal property on the Premises by the time it is due, or if the assessed value, determined by the District, falls below the minimum threshholds as stated herein during the term of this Amended Agreement. In such case, the Owner shall refund to the City all tax Abatement(s) amounts previously received during the term of this Amended Agreement and Interest on the abated amount at the rate provided for in the Texas Tax code for delinquent taxeswithin thirty (30) days from the date of termination. 8.City shall have a lienagainst the Real Property Improvements and Ineligible Property for the taxes and interest owed due to the recapture of taxes under this section during the time period beginning on the date such payment obligation accrues and continuing until the date it is paid. III. RECORDS AND EVALUATION OF PROJECT A.The Owner shall provide access and authorize inspection of the Premises by City employees and allow sufficient inspection of financial information to insure that the Improvementsare made and the thresholds are met according to the specifications and conditions of thisAmended Agreement. Such inspections shall be in addition to, and not in place of, any inspections required by ordinance for construction of the Real Property Improvements and the like. Such inspections shall be done in a way that will not interfere with Owner's businessoperations. City shall annually (or such other times deemed appropriate by the City) evaluatethe Project to ensure compliance with this Agreement. Upon request, the Owner shall provideinformation to the City on a form provided by the City for the evaluation. The informationshall include inventory listing the kind, number, and location of and the total assessed value, determinedby the Denton Central Appraisal District, of all Improvements to the Premises, including,without limitation, the assessed value, determined by the Denton Central Appraisal District,of all structures and all tangible personal property installed or located in the Premises. th B.Owner shall deliver to the Citybefore February 28of each year a Certificate of Compliance utilizing the form attached as Exhibit _________ to begin the year following the first anniversary of the Abatement(s) in Contract Year 1 and each year thereafter during the term of this Amended Agreement. Said Certificate shall reflect all relevant information from the previous calendar year. The form is subject to revision by theCity provided that such revision does not materially change Owner’s rights or obligations under this Amended Agreement. In the Certificate of Compliance, Owner shall warrant to the City that it is in full compliance with each of its obligations under this Amended Agreement for the preceding year. Page 8of 15 C.The City Manager shall make a decision and rule on the eligibility of the projectfor tax abatement based on the information furnished each year by the Owner on or before August 1 of the taxable year and shall so notify Owner and the City Council. D.During normal office hours throughout the Term of this Amended Agreement, providing reasonable notice is given to Owner, the City shall have access to the Premises by City employeesfor the purpose of inspecting the Premises and the Improvements to ensure that the Improvementsare being made in accordance with the specifications and conditions of this Amended Agreement and to verify that the conditions of this Amended Agreement are being complied with, provided thatsuch inspection shall not interfere with Owner' s normal business operations. E.The City is not obligated to makeany payments under this Amended Agreement if the Ownerfails to timely submit its Certificate of Compliance after receiving written notice of such failure from the City and having the opportunity to cure such deficiency within a three (3) business day period. If the City is unable to confirm the Owner’s compliance for its obligations in any year of the Amended Agreement due to Ownernot providing proof of compliance within one year from the due date of the Certificate of Compliance, then that year’s annualpayment will be irrevocably lost. IV. GENERAL PROVISIONS A.The City has determined that it has adopted guidelines and criteria governing taxabatement agreements for the City to allow it to enter into this Agreement containing the termsset forth herein. B.The City has determined that procedures followed by the City conform to the requirements of the Code and the Policy, and have been and will be undertaken in coordinationwith Owner's corporate, public employee, and business relations requirements. C.The Premises are not in an improvement project financed by tax increment bonds. D.Neither the Premises nor any of the Improvements covered by this Agreement areowned or leased by any member of the City Council, any member of the City Planning and Zoning Commission of the City, or any member of the governing body of any taxing units joining inor adopting this Agreement. E.In the event of any conflict between the City zoning ordinances, or other City ordinances or regulations, and this Amended Agreement, such ordinances or regulations shall control. F.OWNER SHALL INDEMNIFY, SAVE AND HOLD HARMLESS THE CITY, ITS ELECTED OFFICIALS, OFFICERS, AGENTS, ATTORNEYS AND EMPLOYEES (COLLECTIVELY, THE “INDEMNITEES”) FROM AND AGAINST: (I) ANY ADMINISTRATIVEORINVESTIGATIVEPROCEEDINGBYANY Page 9of 15 GOVERNMENTAL AUTHORITY DIRECTLY OR INDIRECTLY RELATED, TO A CLAIM, DEMAND, ACTION OR CAUSE OF ACTION, ARISING FROM OWNER’S PERFORMANCE OF ITS OBLIGATIONS HEREUNDER, IN WHICH THE CITY IS A DISINTERESTED PARTY; (II) ANY CLAIM, DEMAND, ACTION ORCAUSE OF ACTION WHICH DIRECTLY OR INDIRECTLY CONTESTS OR CHALLENGES THE LEGAL AUTHORITY OF THE CITY OR OWNER TO ENTER INTO THIS AGREEMENT; AND (III) ANY AND ALL LIABILITIES, LOSSES,COSTS OR EXPENSES (INCLUDING ATTORNEY’S FEES AND DISBURSEMENTS) THAT ANY INDEMNITEES SUFFER OR INCURS AS A RESULT OF ANY OF THE FOREGOING; PROVIDED, HOWEVER, THAT OWNER SHALL HAVE NO OBLIGATION UNDER THIS PARAGRAPH TO THE CITY WITH RESPECT TO ANY OF THE FOREGOING ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE CITY OR THE BREACH BY THE CITY OF THIS AGREEMENT. IF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION IS ASSERTED AGAINST ANY INDEMNITEE, SUCH INDEMNITEE SHALL PROMPTLY NOTIFY OWNER, BUT THE FAILURE TO SO PROMPTLY NOTIFY OWNER SHALL NOT AFFECT OWNER’S OBLIGATIONS UNDER THIS PARAGRAPH UNLESS SUCH FAILURE MATERIALLY PREJUDICES OWNER’S RIGHT TO PARTICIPATE IN THE CONTEST OF SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION, AS HEREINAFTER PROVIDED. IF REQUESTED BY OWNER, IN WRITING, SO LONG AS NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, SUCH INDEMNITEE SHALL IN GOOD FAITH CONTEST THE VALIDITY, APPLICABILITY AND AMOUNT OF SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTIONAND SHALL PERMIT OWNER, TO PARTICIPATE IN SUCH CONTEST. ANY INDEMNITEE THAT PROPOSES TO SETTLE OR COMPROMISE ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION OR PROCEEDING FOR WHICH OWNER, MAY BE LIABLE FOR PAYMENT OF INDEMNITY HEREUNDER SHALL GIVE OWNER WRITTEN NOTICEOF THE TERMS OF SUCHPROPOSED SETTLEMENT OR COMPROMISE REASONABLY IN ADVANCEOF SETTLING OR COMPROMISING SUCH CLAIM OR PROCEEDING AND SHALL OBTAIN OWNER’SWRITTEN CONCURRENCE THERETO. G.The signatories hereto shall be subject to all ordinances of the City, whether now existing or in the future arising. This Amended Agreement shallconfer no vested rights, as defined and referenced in Chapter 245 of the Texas Local Government Code, as amended, on the Premises or Owner. H.It is agreed by the parties to this Amended Agreement that the terms of this Amended Agreement are not intended toand shall not be deemed to create any partnership or joint venture among parties. The City, its past and future officers, elected officials, employees, and agents expressly do not assume any responsibilities or liabilities to any third party in Page 10of 15 connection with the project or the design, construction, or operation of any portion of the Real Property Improvements. V. EFFECT OF SALE, ASSIGNMENT, OR LEASE OF PROPERTY A.The Abatement with respect to the Premises, including any tangible personalproperty located on the Premises owned by Owner, shall vest in Owner and shall be assignable,with City approval, which shall not be unreasonably withheld, to any individual, partnership, joint venture, corporation, trust or other entity (irrespective of whether ornot such assignee isrelated to or affiliated with Owner) which acquires title to the Premises. Any assignee of Owneror any assignee of a direct or indirect assignee of Owner shall be treated as "Owner" under thisAgreement. No assignment shall require the consent of City if the assignment is to a whollyownedsubsidiary of the Owner or if, following such assignment, the Owner continues to occupyand operate the Contemplated Improvements for the full term of this Agreement. Nor shall theconsent of the City be necessary if the assignee agrees to fully comply with the terms and conditionsof this Agreement in writing. B.Owner shall be responsible for requesting approval of an assignment of this Amended Agreement in the event that the Premises is sold, transferred, or assigned within a reasonable time after such sale, transfer or assignment. Any assignment is not effective until approved in writing by the City. VI. NOTICE All notices called for or required by this Amended Agreement shall be addressed to thefollowing, or such other party or address as either party designated in writing, by certified mail postage prepare,by hand delivery or via facsimile: OWNER: PACCAR In. 777 106th Avenue N.E. Bellevue, WA 98004 P. O. Box 1518 Bellevue, WA 98009 Attn: Tom Loughran Director of Tax 425-468-7459 CITY: George A. Campbell City Manager City of Denton 215 E. McKinney Denton, Texas 76201 Page 11of 15 Fax No. 940-349-8596 VII. CITY COUNCIL AUTHORIZATION This Amended Agreement was authorized by the City Council by passage of an enabling ordinance at its meeting on the ________day of May 2016,authorizing the Mayor to execute this Agreement on behalf of the City, a copy of which is attached hereto and incorporated herein by referenceas Exhibit _____________. VIII. CHIEF EXECUTIVE OFFICER AUTHORIZATION This Amended Agreement was entered into by Owner, pursuant to authority granted by the Chief Executive Officer of its ultimate parent, Peterbilt Motors Company, a division of PACCAR Inc., a Delaware Corporation. Evidence, which must be satisfactory to the City, that the person signing this Amended Agreement is authorized to bind Owner to all of the terms and conditions of the Amended Agreementis attached hereto and incorporated herein as Exhibit ________as if written word for word herein. IX. SEVERABIILTY In the event any section, subsection, paragraph, sentence, phrase or word is held invalid,illegal or unconstitutional, the balance of this AmendedAgreement shall stand, shall be enforceable and shall be read as if the parties intended at all times to delete said invalid section, subsection, paragraph,sentence, phrase, or word. In the event that (i) the term of the Abatement with respect toany property is longer than allowed by law, or (ii) the Abatement applies to a broader classificationof property than is allowed by law, then the Abatement shall be valid with respect to theclassification of property abated hereunder, and the portion of the term, that is allowed by law. X. ESTOPPEL CERTIFICATE Any party hereto mayrequest an estoppel certificate from the other party hereto so longas the certificate is requested in connection with a bona fide business purpose. The certificate,which if requested will be addressed to the Owner, shall include, but not necessarily be limitedto, statements that this AmendedAgreement is in full force and effect without default (or if default existsthe nature of default and curative action, which should be undertaken to cure same), the remaining term of this AmendedAgreement, the levels and remaining term of the Abatement in effect, and suchother matters reasonably requested by the party(ies) to receive the certificates. XI. OWNER STANDING Page 12of 15 Owner, as a party to this AmendedAgreement, shall be deemed a proper and necessary party in anylitigation questioning or challenging the validity of this AmendedAgreement or any of the underlying ordinances,resolutions, or City Council actions authorizing same and Owner shall be entitled tointervene in said litigation. XII. APPLICABLE LAW This AmendedAgreement shall be construed under the laws of the State of Texas and is fully performablein Denton County, Texas. Venue for any action under this Agreement shall be in DentonCounty, Texas. XIII. MUTUAL ASSISTANCE City and Owner agree to do all things reasonably necessary or appropriate to carry out theterms and provisions of this AmendedAgreement and to aid and assist each other in carrying out such terms and provisions. Owner and City agree at any time, and from time to time, to executeanyand all documents reasonably requested by the other party to carry out the intent of this Amended Agreement. XIV. ENTIRE AGREEMENT This instrument with the attached exhibits contains the entire agreement between the partieswith respect to the transaction contemplated in this AmendedAgreement. XV. BINDING This AmendedAgreement shall be binding on the parties and the respective successors, assigns, heirs, and legal representatives. XVI. COUNTERPARTS This AmendedAgreement may be executed in counterparts, each of which shall be deemed an original,but all of which together shall constitute one and the same instrument. XVII. SECTION AND OTHER HEADINGS Section or other headings contained in this AmendedAgreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this AmendedAgreement. XVIII. Page 13of 15 NO JOINT VENTURE Nothing contained in this AmendedAgreement is intended by the parties to create a partnership orjoint venture between the parties, and any implication to the contrary is hereby disavowed. XIX. AMENDMENT This AmendedAgreement may be modified by the parties hereto to include other provisions which could have originally been included in this AmendedAgreement or to delete provisions that were not originallynecessary to this AmendedAgreement pursuant to the procedures set forth in Title 3, Chapter 312 ofthe Code. XX. FORCE MAJEURE If, because of flood, fire, explosions, civil disturbances, strikes, war, acts of God, or othercauses beyond the control of either Party, either Party is not able to perform any or all of its obligations under this AmendedAgreement, then the respective Party's obligations hereunder shall be suspended during such period but for no longer than such period of time when the party is unable toperform. This Agreement is executed to be effective 30 days after the executed date of the ______day of May 2016, (the " Effective Date") by duly authorized officials of the City and Owner. CITY OF DENTON, TEXAS BY:______________________ CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY:_______________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: ________________________________ PETERBILT MOTORS COMPANY Page 14of 15 BY: __________________________ TOM LOUGHRAN, DIRECTOR OF TAX STATE OF TEXAS§ COUNTY OF DENTON§ Before me, the undersigned authority, a Notary Public in and for said State of Texas, on this day personally appeared Chris Watts, Mayor for the City of Denton, known to me to be the person who signed and executed the foregoing instrument, and acknowledged to me that this instrument was executed for the purposes and consideration therein expressed. Given under my hand and seal of office this the ____________ day of May 2016. ______________________________ Notary Public in and for the State of Texas My Commission Expires: _________ STATE OF TEXAS§ COUNTY OF DALLAS§ Before me, the undersigned authority, a Notary Public in and for said State of Texas, on this day personally appeared Tom Loughran, on behalf of Peterbilt Motors Company, known to me to be Director of the Tax for said company, a division of PACCAR, and to be the person who signed and executed the foregoing instrument, and acknowledged to me that this instrument was executed for the purposes and consideration therein expressed. Given under my hand and seal of office this the ____________ day of May 2016. ______________________________ Notary Public in and for the State of Texas My Commission Expires: _________ Page 15of 15 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-428,Version:1 AGENDA INFORMATION SHEET AGENDA DATE:May 3, 2016 DEPARTMENT:Parks and Recreation ACM:John Cabrales, Jr. SUBJECT HoldapublichearingandconsideradoptionofanordinanceoftheCityofDenton,Texas,adoptingStandardsofCareforYouth/Teen ProgramsadministeredbyDenton’sParksandRecreationDepartmentpursuanttoTexasHumanResourcesCodeSection42.041(b) (14); and providing an effective date. (The Parks, Recreation and Beautification Board recommended approval 6-0). BACKGROUND TheParksandRecreationDepartmenthasbeendirectedbyTexasDepartmentofRegulatoryServicestoadoptanordinance approvingtheStandardsofCare,whicharerequirementsthateithermeetorexceedthecurrentStateDayCarerequirements.The StandardsofCareareintendedtobeminimumstandardsbywhichtheCityofDentonParksandRecreationDepartmentwilloperate theCity’sYouth/TeenPrograms.TheprogramsoperatedbytheCityundertheStandardsofCarearerecreationalinnatureandare not day care programs. th SenateBill212wasapprovedbytheTexasLegislatureduringthe74LegislativeSessionexemptingrecreationprogramsfromday carelicensingaslongasaStandardsofCareisadopted.Inordertobeexempt,anelementary-age(ages5-13)recreationprogrammay beoperatedbythemunicipalityprovided:thegoverningbodyofthemunicipalityannuallyadoptsstandardsofcarebyordinanceafter apublichearingforsuchprograms,thatsuchstandardsareprovidedtotheparentsofeachprogramparticipant,andthatthe ordinancesshallinclude,ataminimum,staffingratios,minimumstaffqualifications,minimumfacility,healthandsafetystandards, andmechanismsformonitoringandenforcingtheadoptedlocalstandards;andfurtherprovidedthatparentsbeinformedthatthe program is not licensed by the state and the program may not be advertised as a child care facility. FollowingapublichearingonOctober5,1999,thefirstStandardsofCarewasadoptedbyCityCouncilviaOrdinance99-365. Thereafter,theStatechangedtheexemptioncertificationtorequireadoptionoftheStandardsofCareonanannualbasistoretain exemptionstatus.TheYouth/TeenServicesdivisionoftheParksandRecreationDepartmentmaderevisions/updatestotheoriginal StandardsofCare,heldapublichearing,andpresentedthemtoCouncilforconsideration.Therevisions/updatesoftheoriginal Standards of Care were adopted by the City Council through Ordinance 2010-272, on October 19, 2010. Additionalrevisions/updateswereapprovedbytheParkBoardonApril4,2012,andadoptedbyCouncilafterapublichearingon April 17, 2012. The following changes were made to the 2016-17 Standards of Care: 1.InSection1.E.,theStandardsofCarewillbelocatedonthewebsiteinsteadofprovidingahardcopytoparents;theparent manual also lists the location of the Standards of Care. 2.In Section 2.L., we added the term ÐStaffÑ 3.In section 6.A., we referred to Section 10 now, since we added the Program Specialist information. 4.We added Sections 8 and 9 about the Program Specialist Qualifications and Responsibilities. 5.In Section 10.A. we added the option for employees to use their own cell phones instead of a City cell phone. 6.In Section 10.B. we added Specialist and 10.B.4 added Recreation Centers. TheParks,RecreationandBeautificationBoardreviewedtheproposed2016-2017StandardsofCareonMarch7,2016,and unanimously recommended the City Council adopt the Standards of Care on April 4, 2016. City of DentonPage 1 of 2Printed on 4/29/2016 powered by Legistar© File #:ID 16-428,Version:1 RECOMMENDATIONS Staff recommends the City Council approve the proposed ordinance as presented. PRIOR ACTION/REVIEW TheParks,RecreationandBeautificationBoardreviewedtheproposed2016-2017StandardsofCareonMarch7,2016,andvoted6- 0 to recommend approval on April 4, 2016. FISCAL INFORMATION None STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision.Thefoundationforthe planisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;PublicInfrastructure;EconomicDevelopment;Safe, Livable,andFamily-FriendlyCommunity;andSustainabilityandEnvironmentalStewardship.Whileindividualitemsmaysupport multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Safe, Livable & Family-Friendly Community Related Goal: 4.1 Enhance public safety in the community EXHIBITS 1.Excerpt of Park, Recreation and Beautification Board Minutes dated March 7, 2016 2.Excerpt of Park, Recreation and Beautification Board draft Minutes dated April 4, 2016 3.Proposed Ordinance with incorporated 2016/2017 Standards of Care Respectfully submitted: Emerson Vorel, Director Parks and Recreation Department Prepared by: Kathy Schaeffer, Athletics/YTS Program Area Manager City of DentonPage 2 of 2Printed on 4/29/2016 powered by Legistar© Exhibit 1 EXCERPTfromMINUTES PARKS, RECREATION AND BEAUTIFICATION BOARD March 7, 2016 Civic Center Community Conference Room REGULAR MEETING Afterdeterminingthataquorum of the Cityof Denton, Texas, Parks, Recreation and Beautification Boardis present, theChair oftheBoard thereafterconvenedinto an open meeting on Monday, March 7, 2016, at6:00 p.m. in the Denton Civic Center,321 E. McKinney Street, Denton, Texas. Members Present: Russ Stukel, Alex Lieban, Paul Leslie, Gary Barber, Frances Punch, Tara Hartford and Maria Renner Members Absent: None Staff present: Emerson Vorel, Julie Leal, Cathy Avery, Monica Martin, Caroline Seward, John Schubert, Jim Mays and Janie McLeod OPEN MEETING ACTION ITEM:Consider making a recommendation to the Denton City Council regarding the following item: Consider making a recommendation to the Denton City Council on the following items: A. 2016-2017Standards of Care A.City of Denton Parks andRecreation 2016 -2017 Standards of Care: Kathy Schaeffer, Program Area Manager/Youth Teen Services, summarized the Standards of Care as a set of operating procedures for summer camps, after school programs, and spring break camps. Since the City is exempt from childcare licensing via the State, the Standards of Care is scheduled for a Public Hearing and passed by the City Council on an annual basis. Proposed changes to this year’s Standards of Care include: 1)Language added to refer parents to website location of current “Standards of Care” publication. 2)Include language, “Recreation Specialist,” in addition to Coordinator. 3)Denote Program Employees must“use their own cell phone device”for contact by Parks staff(as opposed to use of city-issued radio or mobile phone). Exhibit 1 Hartford inquired how contact is made without the use of City cell phones; Leslie inquired about the expense associated with the use of personal cell phones and asked if employees are reimbursed since the burden to provide a phone shifts to them. Per Schaeffer, most employees use their personal phones, which rendered the need to provide City phones/radios moot; there is no policy in place to reimburse for usage of their personal phones for business-purposes. Many staffers requested they not be required to carry an alternate communication device when they were willing to use their personal phones. Leslie asked if employees may refuse to use their phone and Schaeffer replied that they are still free to use the City radio/phone as analternate. Leslie is concerned about Public Record requests: using personal cell phones for professional purposes exposes all content to review, not only work-related-communications. Leslie suggested employees execute a Release to absolve the City of responsibility in the event there’s issues. Leslie pointed out that Page 9 says “each employee willuse their cell phone device”: that should read “may.” Per Lieban, anyone who opts out of using their phone “may” use the City phones instead: that alternative option needs to be identified and included. Schaeffer concurred. Stukel suggested “Staff” be defined to include full-time staff versus part-time staff on Page 4. Correct the A/B/C sequence in that paragraph; and Page 7 at top directs readers to Section 7, which is not identified in content. Renner inquired about the availability of AEDs (Automated External Defibrillators) on and off site. Schaeffer advised there are AEDs at the Civic Center and Recreation Centers but there’s none available while on field trips. Renner asserts there’s a need to have access to a portable version at all times. Vorel expressed concern about equipping each van with an AED and the need to educate, certify and regulate users. Per Hartford, AED instruction is included along with basic CPR training. School Districts are required to have AEDs available and that logic should extend to recreation events since they include the same student population. Leslie inquired about “concussion protocol”; Schaeffer said head/neck/back injuries are closely monitored, kept stable; 911 is contacted, and parents are notified. Per Vorel, a Public Hearing will be scheduled to solicit input prior to annual adoption by City Council. Stukel queried members for direction: They opted to table the vote on the Standards of Care pending revisions and corrections. Schaeffer will incorporate changes and include this item on the Park Board’s April agenda for review and recommendation. Thereafter, the Park Board adjourned regarding this item and advanced to other matters. Exhibit 2 EXCERPTfromDRAFT MINUTES PARKS, RECREATION AND BEAUTIFICATION BOARD April 4, 2016 Civic Center Community Room Parks, Recreation and Afterdeterminingthataquorum of the Cityof Denton, Texas, Beautification Boardis present, theChair oftheBoard thereafterconvenedinto an open meeting on Monday, April 4, 2016, at6:12p.m. in the Denton Civic Center,321E. McKinney Street, Denton, Texas. Members present: Russ Stukel, Gary Barber, Alex Lieban, Tara Hartford, Frances Punch and Maria Renner Members absent: Paul Leslie Staff present: Kathleen Schaeffer, Julie Leal, Jim Mays, John Schubert Staff absent: Emerson Vorel OPEN MEETING ACTION ITEM:Consider making a recommendation to the Denton City Council regarding the following item: Consider making a recommendation to the Denton City Council on the following items: A. 2016-2017Standards of Care Schaeffer, Parks Program Area Manager, summarized the 2016City of Denton Parks and Recreation, Youth and Teen Services, “Standards of Care.” Because the organization is not state-licensed, it is governed by the Standards of Care which define the operations and training requirements of those governing the transport of participants. The state licensing board allows municipalities to adopt a Standards of Care for operations that are considered “recreational care” not “child care.” Per Schaeffer, the Standards of Care are reviewed annually and regularly compared tosurrounding cities and kept consistent with the standards of care recommended by the State. Kinder Care, MLK and Denia Preschool, Little Campers and Kindergarten Prep are licensed by requirement as they operate more than two days per week, for more than two hours per day, with children under 5 years old. Exhibit 2 MOTION: Stukel sought a motion to advance the 2015 Standards of Care to public hearing: made a motion to recommend; seconded, and the motion passed, 7-0. Meeting adjourned at 7:15 p.m. City of Denton Parks & Recreation Department City of Denton Parks and Recreation Standards of Care 2016-2017 1 TABLE OF CONTENTS Standards of Care General Administration 3 Organization 3 Definitions 3 Inspections 4 Enrollment 5 Suspected Abuse 6 Staffing - Responsibilities and Training 6 Youth/Teen/Center Manager Qualifications 6 Manager’s Responsibilities 6 Specialist’s Qualifications 6 Program Specialist’s Responsibilities 7 Program Coordinator & Leader Qualifications 7 Coordinators and Leader Responsibilities 8 Training/Orientation 8 Operations 8 Staff-Participant Ratio 8 Discipline 9 Programming 9 Communication 10 Transportation 10 Facility Standards 10 Safety 10 Fire 11 Health 12 Toilet Facilities 12 Sanitation 13 *Programs include: After School Action Site, Summer Camps, KDO’s, Holiday Camps, Spring Break Camps, Teen Camps Any questions related to Standards of Care should be addressed to the Athletics/Youth- Teen Program Area Manager at 940-349-8731. 2 CITY OF DENTON PARKS AND RECREATION STANDARDS OF CARE The following Standards of Care have been adopted by the City Council of the City of Denton, Texas in order to comply with Senate Bill 212 as approved by the Texas Legislature during the 74th legislative session. The Standards of Care are intended to be minimum standards by which the City of Denton Parks and Recreation Department will operate the City’s Youth Programs. The programs operated by the City are recreational in nature and are not licensed day care programs. The City of Denton’s recreational/camp programs are exempt from licensing under Texas Administrative Code 745.115(3). GENERAL ADMINISTRATION 1. Organization A. The governing body of the City of Denton Parks and Recreation Programs is the City of Denton City Council. B. Implementation of the Youth/Teen Programs Standards of Care is the responsibility of the Parks and Recreation Department Director and Departmental employees. C. Youth/Teen Programs (“Program”) to which these Standards of Care will apply are the After School Action Site, Holiday Break Camps, Spring Break Camps. Kids Day Off, Summer Camps, and Teen Summer Camp programs. D. Each Youth/Teen Program site will have available for public and staff review a current copy of the Standards of Care. E. Parents of participants will be provided the website address of where a current copy of the Standards of Care is located. F.Criminal background checks will be conducted on prospective staff. No person with conviction or who is under indictment for, or is the subject of an official criminal complaint alleging violation of any of the crimes listed in the Texas Department of Protective and Regulatory Service’s Day Care Center Minimum Standards and Guidelines Appendix II as same may be amended or a felony violation of the Texas Controlled Substance Act may be present while children are in care. An example of current Appendix II is attached as Exhibit A. 2. Definitions A.City: City of Denton. B.City Council: City Council of the City of Denton. 3 C. Department: Parks and Recreation Department of the City of Denton. D. Youth/Teen Programs or Program: City of Denton Youth/Teen Programs consisting of the After School Action Site, Holiday Break Camps, Spring Break Camps, Kids Day Off, Summer Camps, and Teen Summer Camp programs. E. Program Manual: Notebook of policies, procedures, required forms, and organizational and programming information relevant to City of Denton Programs. F. Director: City of Denton Parks and Recreation Department Director or his or her designee. G. Program Manager: City of Denton Parks and Recreation Department full-time Programmer who has been assigned administrative responsibility for City of Denton Youth/Teen Programs. H Youth/Teen Manager or Center Manager: City of Denton Parks and Recreation Department full-time employee who has been assigned responsibility to implement the City’s Youth/Teen Programs. I. Program Site: Area and facilities where City of Denton Youth/Teen Programs are held consisting of Civic Center, Martin Luther King Recreation Center, Denia Recreation Center, North Lakes Recreation Center, and McMath Middle School. J. Participant: A youth/teen whose parent(s) have completed all required registration procedures and determined to be eligible for a City of Denton Youth/Teen Program. K. Parent(s): This term will be used to represent one or both parent(s) or adults who have legal custody and authority to enroll their child(ren)/teen(s) in City of Denton Youth/Teen Programs. L. Employee(s) or Staff: Term used to describe people who have been hired to work for the City of Denton and have assigned responsibility for managing, administering, or implementing some portion of the City of Denton Youth/Teen Programs. 3. Inspections/Monitoring/Enforcement A. A monthly inspection report will be initiated by the Manager, Specialist or Coordinator of each Program to confirm the Standards of Care are being adhered to. (1) Inspection reports will be sent to the Program Manager for review and kept on record for at least two years. (2) The Program Manager will review the report and establish deadlines and criteria for compliance with the Standards of Care. B.The Manager will make visual inspections of the Program based on the following schedule: 4 (1) Each After School Program site will be inspected bimonthly; (2) The Holiday & Spring Break Camp Program will be inspected once during its holiday schedule; and (3)The Summer Camp Program will be inspected twice during the summer break. (4)Teen Camp Program will be inspected once during the summer break; (5) The Kids Day Off will be inspected two times a year; C. Complaints regarding enforcement of the Standards of Care will be directed to the Manager. The Manager will be responsible to take the necessary steps to resolve the problems. Complaints regarding enforcement of the Standards of Care and their resolution will be recorded by the Specialist or Coordinator. Serious complaints regarding enforcement of the Standards of Care will be addressed by the Program Manager and the complaint and resolution will be noted. D. The Program Manager will make an annual report to the City Council on the overall status of the Youth/Teen Programs and their operation relative to compliance with the Standards of Care. 4. Enrollment A. Before a child can be enrolled, a parent must sign registration forms that contain the child’s: (1) name, address, home telephone number, email address; (2) name and address of parents and telephone number during Program hours; (3) the names of people to whom the child can be released; (4) a statement of the child’s special problems or needs; (5) emergency medical authorization; (6) proof of residency when appropriate; and (7) a liability waiver. 5. Suspected Abuse Program employees will report suspected child abuse or neglect in accordance with the Texas Family Code. STAFFING - RESPONSIBILITIES AND TRAINING 5 6. Youth/Teen or Center Manager (“Manager”) Qualifications A. Manager will be full-time, professional employees of the City of Denton Parks and Recreation Department and will be required to have all Program Leader or Coordinator qualifications as outlined in Section 10 of the document. B. Manager must be at least 21 years old. C. Manager must have a bachelor’s degree from an accredited college or University or at least five (5) years of direct supervision of recreational activities related to children ages 4-15 years of age. Acceptable degrees include: (1) Recreation Administration or General Recreation; (2) Physical Education; and (3) Any other comparable degree plan that would lend itself to working in a public recreation environment. D. Manager must have five years experience planning and implementing recreational activities. E. Manager must pass a background investigation including testing for illegal substances. F. Manager must have successfully completed a course in first aid and Cardio Pulmonary Resuscitation (CPR) based on either American Heart Association or American Red Cross standards. Manager must also complete a course in Defensive Driving. G. Manager must complete 10 hours of child care training per calendar year. 7. Manager’s Responsibilities A. Manager’s are responsible to administer the Programs’ daily operations in compliance with the adopted Standards of Care. B. Manager’s are responsible to recommend for hire, supervise, and evaluate Specialist, Coordinators and Leaders. C. Manager’s are responsible to plan, implement, and evaluate programs. 8. Program Specialist (“Specialist”) Qualifications A. Specialist will be full-time, professional employees of the City of Denton Parks and Recreation Department and will be required to have all Program Leader or Coordinator qualifications as outlined in Section 10 of the document except for 6 section 10A. B.Manager must have two years of experience planning and implementing recreational activities. C.Specialists must complete 8 hours of child care training per calendar year. Training must be completed prior to their start date of child care programs and completed on an annual basis. 9. Specialists Responsibilities A.Specialist’s are responsible to assist in the administration of the Programs’ daily operations in compliance with the adopted Standards of Care. B.Specialist’s are responsible to assist in the recommendation for hiring, supervising, and evaluating Coordinators and Leaders. C.Specialist’s are responsible to assist in the planning, implementing, and evaluating programs. D.Specialist’s will be required to provide all Program Leader or Coordinator responsibilities as outlined in Section 11 of the document. 10. Coordinator (“Coordinator”} and Leader (“Leader”) Qualifications A. Coordinators and Leaders will be part-time or temporary employees of the Parks and Recreation Department. B. Coordinators and Leaders working with children must be age 18 or older. C. Coordinators and Leaders should be able to consistently exhibit competency, good judgment, and self-control when working with children. D. Coordinators and Leaders must relate to children with courtesy, respect, tolerance, and patience. E. Coordinators and Leaders must have successfully completed a course in first aid, CPR, and AED training based on either American Heart Association or American Red Cross standards. An exception can be made for no more than one staff person at each site, and that person shall successfully complete a first aid and CPR course within four weeks of starting work. F. Coordinators and Leaders must pass a background investigation including testing for illegal substances. G.Coordinators and Leaders must complete 8 hours of child care training per calendar year. Training must be completed prior to their start date of child care programs and 7 completed on an annual basis. 11. Coordinators and Leader Responsibilities A. Coordinator and Leaders will be responsible to provide participants with an environment in which they can feel safe, can enjoy wholesome recreation activities, and can participate in appropriate social opportunities with their peers. B. Coordinators and Leaders will be responsible to know and follow all City, Departmental, and Program standards, policies, and procedures that apply to City of Denton Youth/Teen Programs. C. Coordinators and Leaders must ensure that participants are released only to a parent or an adult designated by the parent. All Program sites will have a copy of the Department approved plan to verify the identity of a person authorized to pick up a participant if that person is not known to the Coordinator and Leader. 12. Training/Orientation A. The Department is responsible for providing training and orientation to Program Employee’s in working with children and for specific job responsibilities. Managers will provide each Specialist, Coordinator and Leader with a Program manual specific to each Youth/Teen Program. On-line child care training may be completed in lieu of departmental training for 3 hours of the required 8 hours per year. B. Program employees must be familiar with the Standards of Care for Youth/Teen Program operation as adopted by the City Council. C. Program employees must be familiar with the Program’s policies including discipline, guidance, and release of participants as outlined in the Program Manual. D. Program employees will be trained in appropriate procedures to handle emergencies. E. Program employees will be trained in areas including City, Departmental, and Program policies and procedures, provision of recreation activities, safety issues, child development, and organization. F. Program employees will be required to sign an acknowledgment that they received the required training. OPERATIONS 13. Staff-Participant Ratio A. In a City of Denton Youth/Teen Program, the standard ratio of participants to Leaders will be 17 to 1. In the event a Leader is unable to report to the Program site, a replacement will be assigned. 8 B. Each participant shall have a Program employee who is responsible for him or her and who is aware of the participant’s habits, interests, and any special problems as identified by the participant’s parent(s) during the registration process. 14. Discipline A. Program employees will implement discipline and guidance in a consistent manner based on the best interests of Program participants. B. There must be no cruel or harsh punishment or treatment. C. Program employees may use brief, supervised separation from the group if necessary. D. As necessary, Program employees will initiate discipline reports to the parent(s) of participants. Parents will be asked to sign discipline reports to indicate they have been advised about specific problems or incidents. E. A sufficient number and/or severe nature of discipline reports as detailed in the Program Manual may result in participant being suspended from the Program. F. In instances where there is a danger to participants or staff, offending participants will be removed from the Program site as soon as possible. 15. Programming A. Program employees will attempt to provide activities for each group according to the participants’ ages, interests, and abilities. The activities must be appropriate to participants’ health, safety, and well-being. The activities also must be flexible and promote the participants’ emotional, social, and mental growth. B. Program employees will attempt to provide that indoor and outdoor times include: (1)alternating active and passive activities; (2) opportunity for individual and group activities; and (3) outdoor time each day weather permits. C. Program employees will be attentive and considerate of the participants’ safety on field trips and during any transportation provided by the Program. (1) During trips, Program employees supervising participants must have immediate access to emergency medical forms and emergency contact information for each participant. (2) Program employees must have a written list of the participants in the group and must check the roll frequently. 9 (3) Program employees must have first aid supplies and a guide to first aid and emergency care available on field trips. 16. Communication A. Each Program employee will have the option to use their own cell phone device or use a city provided cell phone to allow the staff to be contacted by Parks and Recreation personnel, and for use in contacting the Manager, Specialist, Coordinator or making emergency calls. B. The Specialist or Coordinator will post the following telephone numbers adjacent to a telephone accessible to all Program employees at each site: (1) Denton ambulance or emergency medical services; (2) City of Denton Police Department; (3) City of Denton Fire Department; (4) Civic Center, Recreation Centers, and McMath; (5) Numbers at which parents may be reached; and (5)The telephone number for the site itself. 17. Transportation A. Before a participant may be transported to and from city sponsored activities, a City waiver form, completed by the parent of the participant, must be filed. A.First aid supplies will be available in all Program vehicles that transport children. B.All children must be securely seated in the appropriate safety seat/booster based on state child safety laws. C.All Program vehicles used for transporting participants must have available a 6-BC portable fire extinguisher which will be installed in the passenger compartment of the vehicle and must be accessible to the adult occupants. FACILITY STANDARDS 18. Safety A. Program employees will inspect Program sites daily to detect sanitation and safety concerns that might affect the health and safety of the participants. A daily inspection report will be completed by Program employees and kept on file by the Manager. 10 B. Buildings, grounds, and equipment on the Program site will be inspected, cleaned, repaired, and maintained to protect the health of the participants. C. Program equipment and supplies must be safe for the participants’s use. D. Program employees must have first aid supplies readily available at each site, during transportation to an off-site activity, and for the duration of any off-site activity. E. Program air conditioners, electric fans, and heaters must be mounted out of participants’ reach or have safeguards that keep participants from being injured. F. Program porches and platforms more than 30 inches above the ground must be equipped with railings participants can reach. G. All swing seats at Program sites must be constructed of durable, lightweight, relatively pliable material. H. Program employees must have first aid supplies readily available to staff in a designated location. 19. Fire A.In case of fire, danger of fire, explosion, or other emergency, Program employees’ first priority is to evacuate the participants to a designated safe area. B. The Program site will have an annual fire inspection by the local Fire Marshal, and the resulting report will detail any safety concerns observed. The report will be forwarded to the Program Manager who will review and establish deadlines and criteria for compliance. Information from this report will be included in the Program Manager’s annual report to the Council. C. Each Program site must have at least one fire extinguisher approved by the Fire Marshal readily available to all Program employees. The fire extinguisher is to be inspected monthly by the Leaders, and a monthly report will be forwarded to the Manager who will keep the report on file for a minimum of two years. All Program employees will be trained in the proper use of fire extinguishers. D. Fire drills will be initiated at Program sites based on the following schedule: (1)After School Program: A fire drill once every three months. (2)Spring Break Camp and Holiday Camp: A fire drill once during the session. (3)Summer Camp: A fire drill twice during the session. (4)Teen Camp: A fire drill once during session 11 20. Health A. Illness or Injury (1) A participant who is considered to be health or safety concern to other participant’s or employees will not be admitted to the Program. (2) Illnesses and injuries will be handled in a manner to protect the health of all participants and employees. (3) Program employees will follow plans to provide emergency care for injured participants with symptoms of an acute illness as specified in the Program manual. (4) Program employees will follow the recommendation of the Texas Department of Health concerning the admission or readmission of any participant after a communicable disease. B. Program employees will administer medication only if: (2)Parent(s) complete and sign a medication form that provides authorization for employee to dispense medication with details as to time and dosages. The form will include a hold harmless clause to protect the City. (3)Prescription medications are in the original containers labeled with the child’s name, a date, directions, and the physician’s name. Program employees will administer the medication only as stated on the label. Program employees will not administer medication after the expired date. (3) Nonprescription medications are labeled with the child’s name and the date the medication was brought to the Program. Nonprescription medication must be in the original container. Program employees will administer it only according to label direction. (4) Medication dispensed will be limited to routine oral ingestion not requiring special knowledge or skills on the part of Program employees. (5)Program employees must ensure medications are inaccessible to participants or, if it is necessary to keep medications in the refrigerator (when available), medications will be kept separate from food. (6)Children who may require epi-pen injections due to severe allergic reactions must complete an Anaphylaxis Emergency Action Plan (AEAP) before their child starts the program. Staff will administer the epi-pen in case of emergency based on the instructions stated on the AEAP. C. Toilet Facilities (1) The Program site will have inside toilets located and equipped so children 12 can use them independently and Program staff can supervise as needed. (2) There must be one (1) flush toilet for every 30 children. Urinals may be counted in the ratio of toilets to children, but they must not exceed 50% of the total number of toilets. (3) An appropriate and adequate number of lavatories will be provided. D. Sanitation (1) The Program facilities must have adequate light, ventilation, and heat. (2) The Program must have an adequate supply of water meeting the standards of the Texas Department of Health for drinking water and ensure that it will be supplied to the participants in a safe and sanitary manner. (3) Program employees must see that garbage is removed from buildings daily. 13 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-522,Version:1 Agenda Information Sheet DEPARTMENT:Community Development CM/ ACM:John Cabrales, Jr. Date:May 3, 2016 SUBJECT HoldapublichearinginvitingcitizenstocommentontheCityofDenton’s 2016-17ActionPlanforHousing and Community Development. BACKGROUND Onanannualbasis,theCityofDentonpreparesanActionPlanforsubmissiontotheUSDepartmentof HousingandUrbanDevelopment(HUD).TheActionPlanservesastheCity’sapplicationfortheCommunity DevelopmentBlockGrant(CDBG)andHomeInvestmentPartnerships(HOME)programs.The30-day commentperiodandadvertisementoftheopportunitiestoreviewtheActionPlan,allowsresidentstocomment onproposedactivitiesandfundinglevels.The 2016-17ActionPlanforHousingandCommunityDevelopment commentperiodwasadvertisedasApril25throughMay24.Copiesoftheplanhavebeenavailableforcitizen reviewintheCommunityDevelopmentDivisionofficeinCityHallEast,601E.HickorySuiteB,andonthe City’s website. The 2016-17ActionPlanforHousingandCommunityDevelopment includesactivitiesrecommendedfor fundingbytheCommunityDevelopmentAdvisoryCommittee(CDAC)andtheHumanServicesAdvisory Committee(HSAC).ItalsoincludesCDBGandHOMEadministrationfunding.MinutesfromtheCDACand HSAC meetings are attached to the Action Plan. ESTIMATED SCHEDULE OF PROJECT Public comment periodApril 25 - May 24, 2016 CDAC & HSAC presentation to City CouncilMay 3, 2016 Public HearingMay 3, 2016 Action Plan approvalJune 7, 2016 Submission of Action Plan to HUDJune 15, 2016 HUD release of funds and program initiationAugust 1, 2016 City of DentonPage 1 of 2Printed on 4/29/2016 powered by Legistar© File #:ID 16-522,Version:1 PRIOR ACTION/REVIEW (Council, Boards, Commissions) TheCommunityDevelopmentAdvisoryCommittee(CDAC)reviewedrequestsforhousingandinfrastructure improvements.TheCDACdevelopedrecommendationsfor$968,942infundingtobeallocatedtovarious projects and programs. TheHumanServicesAdvisoryCommittee(HSAC)reviewedrequestsforsocialservicesprogramfunding. HSACdevelopedrecommendationsforuseofbothCDBGfundsandCitygeneralfunddollars.Thoughthelist ofgeneralfundrecommendationsisincludedinthe 2016-17ActionPlanforHousingandCommunity Development,theapprovalofthePlan doesnot includeapprovalofthoserecommendations.Generalfund recommendationswillbeconsideredduringthenormalbudgetingcycle.HSACrecommendedthat$131,945in CDBG funding be awarded to various social service programs. FISCAL INFORMATION Allprojectsandprogramsapprovedunderthe 2016-17ActionPlanforHousingandCommunityDevelopment arefundedwithCDBGandHOMEfundsandprogramincomefromtheuseofthesefunds.CDBG,HOME and City of Denton general funds are used for Community Development Division administration costs. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Safe, Liveable & Family-Friendly Community Related Goal:4.2 Seek clean and healthy neighborhoods in Denton EXHIBITS Exhibit 1 - Draft 2016-17 Action Plan for Housing and Community Development Respectfully submitted: Lancine Bentley Community Improvement Manager Prepared by: Barbara Ross Community Development Administrator City of DentonPage 2 of 2Printed on 4/29/2016 powered by Legistar© Exhibit 1 City of Denton Community Development Division DRAFT 2016-17 Action Plan nd 2 Year of 2015-2019 Consolidated Plan ... for housing and community development 2016 ACTION PLAN PREPARED BY: City of Denton Community Development Division 601 E. Hickory, Suite B Denton, Texas 76205 Main Phone Number: (940) 349-7726 Email: community.development@cityofdenton.com Website: www.cityofdenton.com CITY COUNCIL APPROVAL: Presented on May 3, 2016 Approval on June 7, 2016 HUD APPROVAL Submitted June 15, 2016 Approval on TBD TABLE OF CONTENTS 2016 Action Plan AP-05 Executive Summary ........................................................................................................ 1 PR-05 Lead and Responsible Agency ........................................................................................ 5 AP-10 Consultation ................................................................................................................... 6 AP-12 Participation ................................................................................................................. 10 AP-15 Expected Resources ...................................................................................................... 13 AP-20 Annual Goals ................................................................................................................. 16 AP-35 Projects ......................................................................................................................... 19 AP-38 Project Summary .......................................................................................................... 21 AP-50 Geographic Distribution ............................................................................................... 40 AP-55 Affordable Housing ....................................................................................................... 41 AP-60 Public Housing .............................................................................................................. 42 AP-65 Homeless and Other Special Needs ............................................................................. 43 AP-75 Barriers to Affordable Housing ..................................................................................... 46 AP- 85 Other Actions ............................................................................................................... 47 AP-90 Program Specific Requirements ................................................................................... 51 Appendices Results of On-Line Survey ....................................................................................................... 55 Community Development Advisory Committee Minutes ...................................................... 61 Human Services Advisory Committee Minutes ...................................................................... 74 Executive Summary AP-05 Executive Summary - 24 CFR 91.200(c), 91.220(b) 1. Introduction The City of Denton is currently an entitlement city for the Community Development Block Grant (CDBG) and a participating jurisdiction for the HOME Investment Partnerships (HOME) Programs. SF-424 applications for CDBG and HOME are available as in the appendix section. The City of Denton's estimated total federal and program income funding for 2016 is $1,419,580 (includes $109,414 of Reprogrammed Funds). Please note that the table below shows the federal funding available from the U.S. Department of HUD for the 2016/17 program year and the proposed amount from the City of Denton General Funds. Though the list of general fund recommendations is included in the Action Plan, the approval of the Plan does not include approval of those recommendations. General fund recommendations will be considered during the normal budgeting cycle and considered for approval in September 2016. A total of 84.5% of all CDBG and HOME funds has been allocated to low and moderate income activities not including administration. Funding Available CDBG Funds HOME Funds General Funds Total Funds Annual HUD Grant Allocation $879,638 $346,528 $280,000 $1,506,166 Annual Estimated Program Income $8,000 $76,000 $0 $84,000 Prior-Year Reallocated Funds $10,500 $98,914 $0 $109,414 Total $898,138 $52,1442 $280,000 $1,699,580 Table 1 - 2016/17 Funding Summary 2. Summarize the objectives and outcomes identified in the Plan This could be a restatement of items or a table listed elsewhere in the plan or a reference to another location. It may also contain any essential items from the housing and homeless needs assessment, the housing market analysis or the strategic plan. Below are the objectives and outcomes identified in the City of Denton's 2015-2019 Consolidated Plan for Housing and Community Development: Annual Action Plan 1 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) 1. Decent Housing Encourage homeownership by providing down payment and closing assistance to 30 low and moderate income households. Maintain 235 existing affordable housing units for low and moderate income households including reconstruction, substantial rehabilitation and minor repairs for single-family housing units. Encourage and maintain 32 affordable rental units including rehabilitation of substandard units and construction of rental units by local CHDO for low and moderate income renters. Provision of homeless prevention activities for extremely low and low income persons including rental and other housing assistance to prevent families and individuals from becoming homeless. 2. Suitable Living Environment Provision of public facility and infrastructure improvements to benefit 10,000 people. Provision of public services such as health and mental care, affordable day care, after school programs, senior services, transitional housing, programs for victims of domestic violence, disabled services, and advocacy services to benefit 80,000 people. Provision of homeless assistance activities for homeless persons especially extremely low income or those with no income, persons with physical and mental disabilities including temporary shelter, food and clothing to chronically homeless and those that have recently become homeless. 3. Evaluation of past performance This is an evaluation of past performance that helped lead the grantee to choose its goals or projects. -2019 Consolidated Plan are reported annually in the Consolidated Annual Performance and Evaluation Report (CAPER). Over the past several years, the City of Denton has focused on housing, public services and various public and non-profit facility improvements. Below are the number of households or persons served through the Community Development Block Grant (CDBG) and the Home Investment Partnerships Program (HOME) since the development and approval of the 2010-2014 Consolidated Plan. The public services assistance numbers reflect the total number of persons served by the agencies receiving CDBG and General Fund support. Home Improvement/Minor Repair 214 households Homebuyer Assistance 37 households Tenant-Based Rental Assistance 1 household Rental Rehabilitation 77 households Annual Action Plan 2 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) Public Improvements 23,279 people Public Facilities 2 park facilities and 5 public facility improvements projects Public Services 25,475 people Homeownership assistance numbers are lower than projected. Although interest rates have remained low, many buyers are having difficulty qualifying for mortgage loans due to increased lending standards and changes in loan guidelines (e.g. increased upfront and monthly MIP fee). Also, the availability of made it extremely difficult for first-time homebuyers. Homes costing approximately $150,000 are extremely difficult to find. Facility improvements have included four sewer and two sidewalk projects. The sidewalks and entryways at the MLK Jr. Recreation Center were made accessible and a new shelter was built at Mack Park. The City has supported Denton City County Day School and Fred Moore Day Nursery School by providing funds for facility improvements. These daycare facilities allow parents to work and support their families. Due to a reduction in CDBG and HOME funding since the 2010-2014 Consolidated Plan, the rehabilitation of rental units were not accomplished with the use of these funds. However, a 2011 Low Income Housing Tax Credit project renovated 126 rental units, with 122 of the units set aside for low- rehabilitations. The City of Denton and the Denton County Homeless Coalition (DCHC) continue to participate in the are then passed through to Denton County agencies providing homeless assistance and prevention services. The cities of Denton, Lewisville and Flower Mound continue to provide staff support for the coalition, with the City of Denton acting as fiscal agent for the Emergency Solutions Grants received from the State. Public (social) service activities continue to receive strong support from the City through awards of both Community Development Block Grant (CDBG) and general fund dollars. 4. Summary of Citizen Participation Process and consultation process Summary from citizen participation section of plan. To ensure citizen participation in the 2016 Action Plan process including the substantial amendment to the 2013, 2014 and 2015 Action Plans, the city followed its Citizen Participation Plan at all stages of the plan and amendment. Public hearings were held December 7, and December 10, 2016. Spanish translations were provided at both public hearings. The public hearings updated citizens on the status of current programs and activities and asked the citizens how they felt the 2016 funds should be spent. Both of the public Annual Action Plan 3 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) hearings were held within a low and moderate-income neighborhood. Information on the public hearings was included in the Community Development Quarterly Newsletter. The Community Development Quarterly Newsletter was mailed or e-mailed to neighborhood associations; recreation centers and libraries; service agencies and beneficiaries; city council, Human Services Advisory Committee (HSAC) and Community Development Advisory Committee (CDAC) members; churches; applicants; contractors; participating lenders and realtors; employees; citizens who attended previous public hearings; and interested citizens. The newsletter which is in Spanish and English is available for placed in the Denton Record-Chronicle. After the Action Plan was drafted, advertisements were placed in the Denton Record-Chronicle summarizing the plan and announcing to the public where the Action Plan would be available for review, and the process for submitting comments to the City of Denton. The draft Action Plan was available at the Community Development Department and on the Cit also included information on the upcoming public hearing. All comments received from the public were addressed before submitting the plan to the U.S. Department of Housing and Urban Development. To ensure citizen participation at all stages of the 2016 Action Plan process, a public hearing was scheduled on May 3, 2016 during a City Council Meeting to give citizens the opportunity to comment on the 2016/17 proposed projects and activities. 5. Summary of public comments Below is a list of comments received at the public hearings on December 7 and 10, 2015 and May 3, 2016: No comments were received Below is a list of comments received during the 30-day comment period for the 2016 Action Plan: 6. Summary of comments or views not accepted and the reasons for not accepting them All comments received during the public hearings and during the 30-day comment period were accepted. Annual Action Plan 4 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) AP-10 Consultation 91.100, 91.200(b), 91.215(l) 1. Introduction The City of Denton utilizes a variety of methods to encourage on-going participation from residents, social service providers, and community development organizations. The participation process for the Consolidated Plan included public hearings, public comment period; a community survey for citizens and non-profit agencies, participating in coalitions and committees, consultation with various city departments; and consultation with housing providers. public and assisted housing providers and private and governmental health, mental health and service agencies (91.215(l)) process for the five-year Consolidated Plan and each annual Action Plan. The Citizen Participation Plan (CPP), as approved by City Council, sets forth the City's policies and procedures for citizen input and participation in the grant process. After approval, copies of the Consolidated Plan and the Action Plan are published and made available at three to four city locations and the C- income neighborhoods. The CPP also describes the process affording citizens and organizations the opportunity to provide the City with information on housing and community development needs, as part of the preparation of the Consolidated Plan and Action Plans. Additionally, the City conducts at least two public hearings during the development process before the Consolidated Plan and the Action Plan are published. An additional public hearing takes place during the 30-day comment period in order to obtain citizen's views and to respond to comments and questions. This final public hearing is held in conjunction with a scheduled City Council meeting. The City also sends notifications to various State agencies, local neighborhood groups, city departments, and service organizations as part of the consultation process. The City of Denton has a very strong network of service providers including those providing housing, education, health care and other needed services. Over the past four years, the United Way of Denton County, the City of Denton, the Denton Independent School District and other organizations have joined together to review and discuss the provision of services in the Denton area in an attempt to maximize the benefits derived from available resources. Below is a list of the committees that have been developed to assist in improving the coordination of services: Denton County Homeless Coalition Homeless Leadership Tea, collective impact project Annual Action Plan 6 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) Behavioral Health Leadership Team, a collective impact project Community Health Council Denton Hunger Coalition Early Childhood Coalition serving the North Texas Region ment Committee Describe coordination with the Continuum of Care and efforts to address the needs of homeless persons (particularly chronically homeless individuals and families, families with children, veterans, and unaccompanied youth) and persons at risk of homelessness. The Continuum of Care sets priorities for housing and supportive services to benefit persons experiencing homelessness. Working in collaboration and in support of the priorities set by the CoC, grants are used locally to provide the housing and supportive services that are necessary to make a real difference in people's lives. These funds create supportive housing projects so individuals and families can transition out of homelessness and back into the community. Supportive services include case management, life-skills training, substance addiction treatment, mental health treatment, educational opportunities, and other programs that foster self-sufficiency. The City of Denton is also an active participant in the Denton County Homeless Coalition (DCHC). DCHC understands that there are several obstacles to ending homelessness including quality data collection and sufficient resources for housing first initiatives as well as for the necessary supportive services for the homeless that include economic stability; employment; physical and mental health care services; substance abuse services; and transportation. These items present significant barriers to moving the homeless and those at risk of homelessness from experiencing homelessness to maintaining the independence and self-sufficiency necessary to sustain permanent stable housing. DCHC and the Continuum of Care (CoC) collaboration is a valuable strategy to ending homelessness in Denton. According to USICH's Opening Doors, the only lasting solution to homelessness is permanent stable housing. To that end, a combination of researched solutions from experts like United States Interagency Council on Homelessness, Texas Interagency Council for the Homeless, and Texas Homeless Network; as well that a housing first approach and centralized, community-wide coordinated system of services and programs will move individuals experiencing homelessness more efficiently to sustainable permanent housing. Clear strategies to identify those most at risk of becoming homeless will also be a focused approach. These will be fundamental to ending homelessness. Coordination with the Continuum of Care offers both entities expanded access to funding, quality collaborative tools, and greater knowledge resources. Coordination with the CoC offers several benefits. Collaboration includes improved data collection and better management of available resources by improving the Homeless Management Information System (HMIS) collections and increasing the number of contributors to HMIS locally. CoC collaboration improves the relevance of data collected through the annual Point-in-Time (PIT) homeless count. Annual Action Plan 7 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) Describe consultation with the Continuum(s) of Care that serves the jurisdiction's area in determining how to allocate ESG funds, develop performance standards for and evaluate outcomes of projects and activities assisted by ESG funds, and develop funding, policies and procedures for the operation and administration of HMIS. This section is not applicable since Denton does not receive ESG funds from HUD as an annual entitlement. 2. Describe Agencies, groups, organizations and others who participated in the process and describ entities. City of Denton staff meets regularly with local housing and social service providers, neighborhood associations, the Denton Independent School District, and the United Way of Denton County. Community Development and other City staff participate on various coalitions and, as part of the process, staff requests and receives information regarding community needs. Community Development participates in discussions regarding the programs that could be developed or expanded to meet these needs. Organizations participating in the forums include: Denton Housing Authority; Denton County MHMR; Fred Moore Day Nursery School; Denton City County Day School; Denton County Healthy Communities; Denton Affordable assistance/prevention providers; and local banking institutions. Annual Action Plan 8 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) AP-35 Projects 91.220(d) Introduction The City of Denton is currently an entitlement city under the Community Development Block Grant (CDBG) and a participating jurisdiction under the HOME Investment Partnership (HOME) Programs. SF- 424 applications for CDBG and HOME are available in the appendix section. The City of Denton's estimated total federal funds and program income funding for 2016/17 is $1,419,580 and includes $109,414 in reprogrammed funds from prior year funds. Please note that the table below shows the federal funding available from the U.S. Department of HUD for the 2016/17 program year and the proposed amount from the City of Denton's General Funds. Though the list of general fund recommendations is included in the 2016/17 Action Plan, the approval of the Plan does not include approval of those recommendations. General fund recommendations will be considered during the normal budgeting cycle and considered for approval in September 2016. A total of 84.5% of all CDBG and HOME funds have been allocated to low and moderate income activities, not including administration. # Project Name 1 Cumberland Kitchen Renovation 2 DAHC Affordable Housing Opportunity Program 3 Fred Moore Park Improvements 4 Habitat for Humanity Project 5 Home Improvement Program 6 Homebuyer Assistance Program 7 Londonderry Playground Replacement 8 Minor Repair Program 9 Quakertown Park Restroom Replacement 10 Community Development Administration 11 Boys and Girls Club of North Texas 12 CASA of Denton County, Inc. 13 Kids Summer Camp 14 Communities in Schools 15 Denton Christian Preschool 16 Denton City County Day School 17 Denton Community Health Clinic 18 Denton Community Health Clinic - Eye Exams 19 Denton Co. Friends of the Family - Shelter 20 Denton Co. Friends of the Family - Food 21 Denton Co. MHMR Center 22 Fred Moore Nursery School, Inc. Annual Action Plan 19 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) # Project Name 23 Giving HOPE - HMIS 24 Giving HOPE - Transitional Housing 25 Health Services of North Texas - Clinic 26 Health Services of North Texas - Prescription 27 Interfaith Ministries 28 Monsignor King Outreach Center 29 Opening Doors International 30 Retired Senior Volunteer Program 31 Retired Senior Volunteer Program - VISTA 32 Salvation Army of Denton 33 Special Programs for Aging Needs Table 8 Project Information Annual Action Plan 20 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) Projects AP-38 Projects Summary Project Summary Information Table 9 Project Summary 1 Project Name Cumberland Kitchen Renovation Target Area Goals Supported Public Facilities and Infrastructure Improvements Needs Addressed Public Facilities and Infrastructure Improvements Funding CDBG: $15,315 Description Renovation of kitchen at Cumberland Presbyterian Children's Home. The non-profit home provides housing for vulnerable children and families. Target Date 7/31/2017 Estimate the number and type 48 people of families that will benefit from the proposed activities Location Description 1304 Bernard Street, Denton, TX 76201 Planned Activities Home to provide a central location for preparing healthily 2 Project Name DAHC Affordable Housing Opportunity Program Target Area Goals Supported Homeownership Assistance/Education Needs Addressed Funding HOME: $51,979 Description The Affordable Housing Opportunity Program provides an opportunity to buyers to purchase their first home through Denton Affordable Housing Corporation, a certified CHDO. DAHC acquires, renovates and resale single-family homes to eligible buyers. Target Date 7/31/2017 Annual Action Plan 21 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) Estimate the number and type 2 households of families that will benefit from the proposed activities Location Description Denton City Limits Planned Activities Funds will be utilized to acquire, renovation, resale of two single-family homes to income-qualified first-time homebuyers by local CHDO. Funds will also be used for homebuyer assistance for a portion of down-payment and closing costs incurred by the homebuyer. 3 Project Name Fred Moore Park Improvements Target Area Goals Supported Public Facilities and Infrastructure Improvements Needs Addressed Public Facilities and Infrastructure Improvements Funding CDBG: $38,000 Description Improvements to an existing park including recreation field, shelter and updated ADA sidewalks. Fred Moore Park is located in a CDBG-eligible area. Target Date 7/31/2017 Estimate the number and type 1595 people / 92.464 Low and Moderate Income of families that will benefit from the proposed activities Location Description CT 21202 BG 1 and 3 Planned Activities Funds will be used to improve a flag football field with adjacent shelter amenity and replace sidewalks for the north end of Fred Moore Park. 4 Project Name Habitat for Humanity Project Target Area Goals Supported Homeownership Assistance/Education Needs Addressed Affordable Housing Funding HOME: $90,000 Annual Action Plan 22 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) Description Habitat for Humanity of Denton County partners with the community to build affordable housing for economically disadvantages families. Habitat offers no-interest rate loans to qualified low income families. This project includes land acquisition and construction of energy efficient single-family homes in Denton, Texas. Target Date 7/31/2017 Estimate the number and type 1 household of families that will benefit from the proposed activities Location Description Denton City-Limits Planned Activities Funds will be utilized to acquire land in the city limits of Denton and the construction of a single-family energy efficient home. 5 Project Name Home Improvement Program Target Area Goals Supported Housing Rehabilitation Needs Addressed Affordable Housing Funding CDBG: $71,074 HOME: $231,914 Description The Home Improvement Program provides assistance with rehabilitation of owner-occupied structures in targeted neighborhoods for low and moderate-income families. Funds are available in low interest loan and grant combinations. Homes that are not suitable for rehabilitation are demolished and reconstructed. Target Date Estimate the number and type 7 households of families that will benefit from the proposed activities Location Description Denton City Limits Planned Activities Funds will be utilized on rehabilitation costs and program administration costs. 6 Project Name Homebuyer Assistance Program Target Area Annual Action Plan 23 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) Goals Supported Homeownership Assistance/Education Needs Addressed Homebuyer Assistance Funding CDBG: $44,703 HOME: $105,297 Description The Homebuyer Assistance Program provides homeownership opportunities for low and moderate-income families in Denton. The program provides down payment, closing costs and gap assistance to eligible households to purchase their first home in the city limits of Denton, Texas. The assistance is provided in the form of a forgivable loan for five years. The program also provides assistance with program-required repairs in the form of a grant. Target Date Estimate the number and type 10 households of families that will benefit from the proposed activities Location Description Denton City Limits Planned Activities CDBG and HOME funds will be used to provide down payment and closing costs assistance in the purchase of a first home. CDBG funds will also be used for making program- required repairs. 7 Project Name Londonderry Playground Replacement Target Area Goals Supported Public Facilities and Infrastructure Improvements Needs Addressed Public Facilities and Infrastructure Improvements Funding CDBG: $98,398 General Fund: $15,000 Description Improvements to the Londonderry playground equipment located in South Lakes Park. The project is located in a CDBG- eligible area. Target Date Estimate the number and type 3405 people / 61.23% Low and Moderate Income of families that will benefit from the proposed activities Location Description South Denton in CT 213.04 BG2 and CT 213.05 BG 2 Annual Action Plan 24 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) Planned Activities Funds will be utilized to remove the existing playground equipment that is in disrepair and install a new playground structure. 8 Project Name Minor Repair Program Target Area Goals Supported Housing Rehabilitation Needs Addressed Affordable Housing Funding CDBG: $169,176 Description Program serves low-income homeowners by providing a grant of up to $5,000 for repairs. Repair cannot be covered by homeowners insurance. Target Date 7/31/2017 Estimate the number and type 40 households of families that will benefit from the proposed activities Location Description Denton City Limits Planned Activities Funds will be utilized on rehabilitation costs and program administration costs. 9 Project Name Quakertown Park Restroom Replacement Target Area Goals Supported Public Facilities and Infrastructure Improvements Needs Addressed Public Facilities and Infrastructure Improvements Funding CDBG: $150,000 General Fund: $100,000 Description Project consists of replacing the restroom facilities in Quakertown Park with an ADA compliant restroom facility. The park is located in a CDBG-eligible area. The current restroom building was built in the 1960's and in need of replacement and it is not ADA compliant. Target Date 7/31/2017 Estimate the number and type 4685 people / 81.906% Low and Moderate of families that will benefit from the proposed activities Annual Action Plan 25 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) Location Description Quakertown Park at 326 Wither Street, Denton Texas in CT 204.03 BG 3; CT 206.01 BG 2 and 3; CT 206.02 BG 3; CT 207 BG 3; CT 211 BG 1; CT 212.02 BG 1 and 3 Planned Activities Funds will be utilized to remove the current restroom facility and construct an ADA compliant restroom facility. 10 Project Name Community Development Administration Target Area Goals Supported N/A Needs Addressed Funding CDBG: $177,527 HOME: $42,252 General Fund: $312,458 Description Program administration for the CDBG and HOME grants and includes program management, coordination, and monitoring associated with carrying out eligible activities. Target Date 7/31/2017 Estimate the number and type Not Applicable of families that will benefit from the proposed activities Location Description Not Applicable Planned Activities Funds will be used to cover the cost of planning, administering, operating and monitoring the CDBG and HOME programs. 11 Project Name Boys and Girls Club of North Texas Target Area Goals Supported Public Services Needs Addressed Provision of Public Services Funding General Fund: $6,200 Description Programs help at risk youth develop a strong sense of self and provides them with the tools needed to succeed academically, develop positive character traits and citizenship skills while learning to live a more healthy life. Homework help, summer learning retention and mentoring. Target Date 9/30/2017 Annual Action Plan 26 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) Estimate the number and type 25 people of families that will benefit from the proposed activities Location Description 303 Alamo Avenue, Lake Dallas TX Planned Activities These funds will be used to provide free after school program services to 20 youth for the school year and 5 in the summer camp program. 12 Project Name CASA of Denton County, Inc. Target Area Goals Supported Public Services Needs Addressed Provision of Public Services Funding General Fund: $20,000 Description CASA serves children removed from their homes and placed in foster care because of abuse/neglect. Activities focus on investigation and monitoring of a child's situation while "in the system," representing their best interests by making recommendations to the judge on behalf of the child throughout the life of a case and for a permanent home. Target Date 9/30/2017 Estimate the number and type 530 people of families that will benefit from the proposed activities Location Description 614 N. Bell Ave., Denton, TX Planned Activities CASA will use funds to pay a portion of salary and possibly payroll taxes and/or benefits for one of seven casework supervisor positions. 13 Project Name Kids Summer Camp Target Area Goals Supported Public Services Needs Addressed Provision of Public Services Funding CDBG: $27,000 General Fund: $23,005 Annual Action Plan 27 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) Description The COD Kids Summer Camp provides various cooperative games for indoor and outdoor activities, arts & crafts, field trips, and swimming. These activities are designed to: Integrate recreation with tutorial mentoring efforts and teach important values and life skills such as leadership, respect for others and self. Target Date 8/31/2017 Estimate the number and type 56 children of families that will benefit from the proposed activities Location Description 321 E. McKinney St, Denton, TX Planned Activities Funds will help provide the recreational and educational program services and includes the cost of transportation for the campers. 14 Project Name Communities in Schools Target Area Goals Supported Public Services Needs Addressed Provision of Public Services Funding General Fund: $20,000 Description CISNT Dropout Prevention Case Management Programs serves marginalized DISD students in grades K-12th who face academic challenges and are designated as at-risk of dropping out of school based on the Texas Education Agencys 13 at-risk criteria. Target Date 9/30/2017 Estimate the number and type 550 students of families that will benefit from the proposed activities Location Description CISNT services will take place at Denton ISD at Borman Elementary, Rivera Elementary, Calhoun Middle School, Myers Middle School, and Denton High School Planned Activities Partial salary support for direct dropout prevention service providers in Denton ISD at Borman Elementary, Rivera Elementary, Calhoun Middle School, Myers Middle School, and Denton High School. Annual Action Plan 28 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) 15 Project Name Denton Christian Preschool Target Area Goals Supported Public Services Needs Addressed Provision of Public Services Funding General Fund: $26,000 Description Denton Christian Preschool offers developmentally appropriate early education for children ages three and four who are educationally at-risk on a sliding scale tuition. Target Date 9/30/2017 Estimate the number and type 100 children of families that will benefit from the proposed activities Location Description 1114 W. University Dr., Denton, TX Planned Activities Funds are to be used for salaries for classroom teacher and bus driver. 16 Project Name Denton City County Day School Target Area Goals Supported Public Services Needs Addressed Provision of Public Services Funding CDBG: $36,000 Description Denton City County Day School is a nonprofit preschool program serving children ages 2 to 5 years on a sliding scale tuition. DCCDS provides full day preschool education for kindergarten readiness. Students receive 2 meals and an afternoon snack. Curriculum theme based subjects include math/science, art/music, circle time/fine arts, early literacy and physical education. Target Date 9/30/2017 Estimate the number and type 140 children of families that will benefit from the proposed activities Location Description 1603 Paisley Street, Denton, TX Planned Activities City of Denton Funding will be used to supplement classroom Annual Action Plan 29 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) 17 Project Name Denton Community Health Clinic Target Area Goals Supported Public Services Needs Addressed Provision of Public Services Funding General Fund: $18,250 Description Assist patients to access the community resources that they need. Coordinate care with other community resources to ensure that the patients are able to meet their needs. Target Date 9/30/2017 Estimate the number and type 350 people of families that will benefit from the proposed activities Location Description 525 S. Locust St., Suite 200, Denton, TX Planned Activities The funds will support case manager services for intense case management and support services for coordinated care. 18 Project Name Denton Community Health Clinic - Eye Exams Target Area Goals Supported Public Services Needs Addressed Provision of Public Services Funding General Fund: $7,000 Description Provide financial assistance to cover yearly diabetes eye exams to prevent secondary vision loss related to diabetes. Target Date 9/30/2017 Estimate the number and type 45 people of families that will benefit from the proposed activities Location Description 525 S. Locust St., Suite 200, Denton, TX Planned Activities The funds will be used to reimburse for eye exams and ophthalmology follow-up care and treatment. 19 Project Name Denton Co. Friends of the Family - Shelter Target Area Goals Supported Homeless Assistance Annual Action Plan 30 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) Needs Addressed End Homeless Prevention Funding CDBG: $30,000 Description Residential Emergency Shelter Services is a temporary living facility that is designed to insure the client's safety. The services primarily address immediate and short-term needs of battered women and their children. Non-Residential Services are provided to individuals who are not in need of emergency shelter, but are still in need of individual and/or group counseling, legal advocacy, legal representation, or other services in order to address the trauma of domestic violence and/or sexual assault. Target Date 9/30/2017 Estimate the number and type 356 people of families that will benefit from the proposed activities Location Description Address is suppressed. Planned Activities Funds will pay for Residential Emergency Shelter Services Center Director. 20 Project Name Denton Co. Friends of the Family - Food Target Area Goals Supported Homeless Assistance Needs Addressed End Homeless Prevention Funding General Fund: $5,000 Description Denton County Friends of the Family is dedicated to providing compassionate, comprehensive services to those impacted by rape, sexual abuse, and domestic violence while partnering with our community to promote safety, healing and prevention. Health and nutrition Sustainability Program. Target Date 9/30/2017 Estimate the number and type 459 People of families that will benefit from the proposed activities Location Description Address is suppressed Annual Action Plan 31 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) Planned Activities The Health & Nutrition Sustainability Program seeks to provide victims of domestic violence and/or sexual assault nutrient rich food in order to create financial stability and promote healthy living. Funds will pay for food. 21 Project Name Denton Co. MHMR Center Target Area Goals Supported Public Services Needs Addressed Provision of Public Services Funding General Fund: $22,000 Description Community Inclusion Specialists (CIS) provide direct care and training to individuals in the HCS program. Support includes individual and group community integration, transportation, and training and instruction that enables individuals with IDD to participate in the community. Target Date 9/30/2017 Estimate the number and type 32 people of families that will benefit from the proposed activities Location Description Planned Activities Funding will be used to support the salary of the direct care staff position. 22 Project Name Fred Moore Nursery School, Inc. Target Area Goals Supported Public Services Needs Addressed Provision of Public Services Funding General Fund: $48,000 Description Funding is being requested to fund 10% of teacher salaries, our largest expense at 53% of our operating budget. Our teachers are involved daily in direct service to our clients, caring for and providing early learning experiences to at risk young children, helping them to develop the foundational skills necessary for school readiness. Target Date 9/30/2017 Annual Action Plan 32 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) Estimate the number and type 325 People of families that will benefit from the proposed activities Location Description 821 Cross Timber Street, Denton, TX Planned Activities Funds are being requested to support teacher salaries. 23 Project Name Giving HOPE - HMIS Target Area Goals Supported Public Services Needs Addressed Provision of Public Services Funding General Fund: $9,000 Description Homeless Management Information System (HMIS) is a client database used to capture important client data for grants and reporting purposes. The HMIS specialist provides technical assistance to ensure data quality to all HUD-funded agencies, in addition to non-HUD funded agencies Target Date 9/30/2017 Estimate the number and type 1077 hours of families that will benefit from the proposed activities Location Description 117 W. Sycamore Street, Denton Texas Planned Activities City funds will pay staff salary costs for HMIS Data Support specialist to provide support for HMIS Data quality, technical assistance for HMIS Users and facilitate collaboration and capacity building through HMIS data sharing. 24 Project Name Giving HOPE - Transitional Housing Target Area Goals Supported Homeless Prevention Needs Addressed End Homeless Prevention Funding General Fund: $28,000 Description Transitional Housing is a program designed to provide housing and appropriate supportive services to homeless families with children who have other barriers (ex: education, language, transportation), in addition to homelessness, which impedes their ability to be self-sufficient. Annual Action Plan 33 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) Target Date 9/30/2017 Estimate the number and type 51 People of families that will benefit from the proposed activities Location Description 117 W. Sycamore Street, Denton Texas Planned Activities City funds will pay a portion of the salary for the Transitional Housing Program/Case Manager and a portion of the client rent, utility costs, and partial transportation and childcare costs for at least 10 households. 25 Project Name Health Services of North Texas - Clinic Target Area Goals Supported Public Services Needs Addressed Provision of Public Services Funding General Fund: $25,000 Description Provides low-cost, sliding-scale fee services for adults, pediatrics, adolescents, women's health & prenatal care. Services include well visits, immunizations, treatment for acute & chronic physical and behavioral health conditions, care management and access to specialty care. Target Date 9/30/2017 Estimate the number and type 2750 people of families that will benefit from the proposed activities Location Description 4401 N. I-35 Suite 312, Denton, TX Planned Activities Funds will be used to supplement the cost of medical visits. 26 Project Name Health Services of North Texas - Prescription Target Area Goals Supported Public Services Needs Addressed Provision of Public Services Funding General Fund: $6,180 Annual Action Plan 34 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) Description Prescription Assistance Program provides low-income, uninsured patients with no third party prescription coverage access to free or low-cost medications provided by pharmaceutical companies. Patients are assisted with finding assistance programs & submitting applications. Medications are provided in a 90-day supply. Target Date 9/30/2017 Estimate the number and type 680 People of families that will benefit from the proposed activities Location Description 4401 N. I-35 Suite 312, Denton, TX Planned Activities The requested funds will enable HSNT to provide two prescription medications to eligible clients and cover the cost of the annual fee required to enroll into program. 27 Project Name Interfaith Ministries Target Area Goals Supported Homeless Prevention Needs Addressed End Homeless Prevention Funding General Fund: $5,000 Description The Rent & Shelter Assistance program at Interfaith Ministries is designed to provide short-term financial assistance for rent payments to families enduring a financial hardship. Assistance is meant to help families avoid eviction or homelessness and to assist them in regaining financial stability and permanent housing. Target Date 9/30/2017 Estimate the number and type 300 people of families that will benefit from the proposed activities Location Description 1109 N. Elm St., Denton Texas Planned Activities Funds will be used to provide rental assistance. 28 Project Name Monsignor King Outreach Center Target Area Goals Supported Homeless Assistance Annual Action Plan 35 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) Needs Addressed End Homeless Prevention Funding General Fund: $5,000 Description Monsignor King Outreach Center provides shelter, at least one hot meal, toiletries, access to laundry facilities, referrals to social service agencies and fellowship to those needing it during times of inclement weather: 32 F or less or 100 F or more. The shelter is open from 5p to 8a on those days and security is provided from 5p - 10p on evenings that the shelter is open. Renovations are currently underway to offer laundry and shower facilities, and to realize MKOC's goal of becoming a full-service day center for people who are homeless within the City of Denton. In anticipation of this goal, MKOC is expanding its nights of operation to include an anticipated 80 additional evenings for a total of 160. MKOC is requesting funding of $7,000 to provide for increased security costs of twice as many evenings and $2,000 to pay for an external audit. Target Date 9/30/2017 Estimate the number and type 167 people of families that will benefit from the proposed activities Location Description 300 S. Woodrow Lane, Denton, TX 76205 Planned Activities Funds will support costs for security officers and agencies first annual external financial audit. 29 Project Name Opening Doors International Target Area Goals Supported Public Services Needs Addressed Provision of Public Services Funding General Fund: $7,500 Annual Action Plan 36 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) Description Yes, it Happens Here Program: Human trafficking is a health, security, and moral issue. It erodes and harms our communities & endangers lives, but most people don't believe it happens in THEIR city. Yes, It Happens Here raises awareness of the dangers of trafficking, educates children, businesses & the community-at-large, and keeps our kids smart & safe. - Presentations given throughout the City of Denton, at after- school programs, clubs, schools, etc. Target Date 9/30/2017 Estimate the number and type 3000 people of families that will benefit from the proposed activities Location Description 2200 N. Bell Avenue, Denton, TX 76209 Planned Activities Funds will support the cost of delivering an educational program materials to students. 30 Project Name Retired Senior Volunteer Program Target Area Goals Supported Public Services Needs Addressed Provision of Public Services Funding General Fund: $12,000 Description Volunteers 55 and older are "matched" with identified needs of the community via 85 nonprofits which align with Focus areas. RSVP also has signature programs such as Seniors for Health, Immunization and Prevention Program (SHIPP), Rockin' Readers, and income tax assistance for low income families. Target Date 9/30/2017 Estimate the number and type 610 volunteers of families that will benefit from the proposed activities Location Description 1316 E. McKinney, Denton, TX Planned Activities Funding will be used for effective management of RSVP volunteers in the City of Denton and corresponding City of Denton nonprofits. Costs will include recognition, training, promotion of volunteer requests, volunteer interviews, travel, site visits, staff time, and program management. Annual Action Plan 37 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) 31 Project Name Retired Senior Volunteer Program - VISTA Target Area Goals Supported Public Services Needs Addressed Provision of Public Services Funding General Fund: $6,500 Description AmeriCorps VISTA (Volunteers in Service to America) is a national service project dedicated to the eradication of poverty. VISTA members dedicate one year of full time service to build capacity in non-profit agencies to develop and enhance programs to bring communities out of poverty. Target Date 9/30/2017 Estimate the number and type 12 people at 11 agencies of families that will benefit from the proposed activities Location Description 1316 E. McKinney, Denton, TX Planned Activities Funds will support the cost share for agencies accepting 32 Project Name Salvation Army of Denton Target Area Goals Supported Homeless Assistance Needs Addressed End Homeless Prevention Funding CDBG: $20,000 Description Shelter K.A.R.E. Kitchen: Serves breakfast and dinner daily to shelter clients and community members. Breakfast is served from 6:00am to 7:00am and Dinner from 6:00pm to 7:00pm. Food Pantry: Gives groceries monthly to individuals and families in the community who express a need and is open on Wednesdays and Fridays from 1:00pm to 4:00pm. Target Date 9/30/2017 Estimate the number and type 2138 people of families that will benefit from the proposed activities Location Description 1508 East McKinney Street, Denton, TX Annual Action Plan 38 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) Planned Activities Funds will support the purchase of food supplies for our K.A.R.E. Kitchen and purchase grocery items for the Food Pantry. 33 Project Name Special Programs for Aging Needs Target Area Goals Supported Public Services Needs Addressed Provision of Public Services Funding CDBG: $18,945 General Fund: $3,370 Description Our senior nutrition program provides hot, nutritionally regulated noon-time meals to seniors every Monday - Friday. Congregate meals are provided at 4 Denton locations. Meals for home-bound seniors are delivered by caring volunteers that provide a daily check-in as well. Delivered at Denton Senior Center, American Legion Senior Center, Primrose Apartments, Heritage Oaks Apartments, 6 other area locations Target Date 9/30/2017 Estimate the number and type 1050 People of families that will benefit from the proposed activities Location Description 1800 Malone Street, Denton, TX Planned Activities Funds will be used to assist with the purchase of food for home delivered and congregate meals. Annual Action Plan 39 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) AP-50 Geographic Distribution 91.220(f) Description of the geographic areas of the entitlement (including areas of low-income and minority concentration) where assistance will be directed have not been sufficient to allow for the funding of large or extensive housing, economic development or public works projects. Geographic standards do not apply to city-wide programs such as Minor Repair, Homebuyer Assistance and public services programs. The small amount of funds available, and continued reductions for the past several years has limited the use of funds. Public facility and public improvement projects have been completed in -income standar Geographic Distribution Target Area Percentage of Funds Table 10 - Geographic Distribution Rationale for the priorities for allocating investments geographically The City of Denton does not currently direct its investments in specific geographic areas. Discussion Housing assistance investments, including the Minor Repair, Home Improvement and Homebuyers Assistance programs are based on a first-come, first-served basis and there are no specific geographic areas. However, the Home Improvement program does set forth some specific guidelines regarding the age of the housing. Regardless of the area income, housing units that were built 20 years ago or less, are not eligible for Home Improvement Program assistance and units that were built 15 years ago or less are not eligible for the Minor Repair Program. These requirements support the use of funds in older neighborhoods. All investments in public facilities and/or public improvements are based on requests received from residents of the low to moderate-income block groups and other areas of the city. City staff members also develop proposed projects based on identified needs in low to moderate-income areas. After requests have been made, City staff will assess the need for the improvement and the project cost. The use of CDBG funds, and are projects with costs that can be covered under the CDBG allocation. Annual Action Plan 40 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) Affordable Housing AP-55 Affordable Housing 91.220(g) Introduction affordable housing units and encouraging and maintaining standard affordable rental units for low and moderate income persons. For the 2016-17 program year, these priorities will be addressed through the following activities: acquisition, rehabilitation and resale of affordable homes by the Denton Affordable Housing Corporation, new construction of a single-family unit by Habitat for Humanity, rehabilitation or reconstruction of 4 housing units through the Home Improvement Program, minor rehabilitation of 40 housing units through the Minor Repair Program and down payment assistance for 10 homebuyers through the Homebuyer Assistance Program using residual funds from prior years. One Year Goals for the Number of Households to be Supported Homeless 0 Non-Homeless 47 Special-Needs 10 Total 57 Table 11 - One Year Goals for Affordable Housing by Support Requirement One Year Goals for the Number of Households Supported Through Rental Assistance 0 The Production of New Units 1 Rehab of Existing Units 44 Acquisition of Existing Units 12 Total 57 Table 12 - One Year Goals for Affordable Housing by Support Type Annual Action Plan 41 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) AP-60 Public Housing 91.220(h) Introduction The City of Denton has no public housing units. Actions planned during the next year to address the needs to public housing Actions to encourage public housing residents to become more involved in management and participate in homeownership If the PHA is designated as troubled, describe the manner in which financial assistance will be provided or other assistance Discussion Annual Action Plan 42 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) AP-65 Homeless and Other Special Needs Activities 91.220(i) Introduction This section describes the activities planned during the 2016-17 program year to address the needs of persons who are homeless and other non-homeless needs. Describe the jurisdictions one-year goals and actions for reducing and ending homelessness including Reaching out to homeless persons (especially unsheltered persons) and assessing their individual needs Homelessness is experienced in a variety of settings, and includes multiple entry points. In Denton, there are various systems of care that provide housing and supportive services to those experiencing homelessness to assist them in ending their homelessness. Through successful community-wide collaboration efforts many of these programs now take the form of collaborative case management and coordinated delivery of street outreach, supportive housing, rapid re-housing, and prevention of homelessness programs. The collection of community-wide data provides the necessary foundation to ensure there is a measure of collective impact and helps those delivering programs and services make informed decisions. In order to reach out to the homeless and assess their individual needs, three short-term strategies will be supported: 1. Collaborating with the United Way to facilitate the implementation of the collective impact initiative, the Homeless Leadership team, working to create a system-wide community solutions to reducing homelessness 2. Ensuring continued delivery of quality housing and supportive services programs for the homeless and those at-risk of homelessness. 3. Providing a collaborative environment for community-wide data collection efforts that inform and educate the City and partner housing and supportive services programs. Addressing the emergency shelter and transitional housing needs of homeless persons The City of Denton addresses the emergency, transitional, supportive, and rapid rehousing housing Grant and other funding sources like the Emergency Solutions Grant Funds awarded through the Texas Department of Housing and Community Affairs (TDHCA). These grants are examples of how the City leverages tax revenues, state of Texas distributed federal ESG funds, and federal CDBG funds. The City of Denton has three emergency shelters, the Salvation Army serving the unsheltered homeless; Monsignor King Outreach Center serving the unsheltered homeless in inclement weather situations; and Denton Annual Action Plan 43 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) County Friends of the Family serving victims of sexual assault and domestic violence. Transitional, Supportive, and Rapid Rehousing are other housing strategies targeted to the homeless. Giving Hope, Inc., in partnership with the Denton Affordable Housing and other non-profits, provides housing assistance programs that combine case management, supportive services, and housing assistance to help the homeless individuals and families to achieve and maintain self-sufficiency. Helping homeless persons (especially chronically homeless individuals and families, families with children, veterans and their families, and unaccompanied youth) make the transition to permanent housing and independent living, including shortening the period of time that individuals and families experience homelessness, facilitating access for homeless individuals and families to affordable housing units, and preventing individuals and families who were recently homeless from becoming homeless again The City will financially support a community organized collective Impact initiative with its funding partner the United Way of Denton County. In addition, the City will support collaborative efforts of the Denton County Homeless Coalition (DCHC) and other service sector programs to ensure the community is organized to advocate; coordinate service delivery; improve effective use of available resources and provide leadership for long-term planning efforts among various homeless providers, homeless advocates and across multiple sectors. Strategies to move the homeless to housing and to shorten the length of time a person or family experiences homeless involve: Supporting a coordinated access network to significantly reduce the time it takes for a person who is homeless to identify and access the appropriate services. Improving community capacity by seeking to increase local resources for housing programs including housing location and stabilization resources; case management; and supportive services. Facilitating coordination of case management and supportive services to help the homeless have access to the services necessary to secure housing and maintain housing stability. Increasing supportive housing options for those with prioritized special needs Helping low-income individuals and families avoid becoming homeless, especially extremely low-income individuals and families and those who are: being discharged from publicly funded institutions and systems of care (such as health care facilities, mental health facilities, foster care and other youth facilities, and corrections programs and institutions); or, receiving assistance from public or private agencies that address housing, health, social services, employment, education, or youth needs. One of the outcomes of local efforts will be to ensure there are resources to prevent individuals and families at risk, from becoming homeless in the first place. The most effective tool to assisting low- income individuals and families avoid becoming homeless, especially those who are likely to become Annual Action Plan 44 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) homeless after being discharged from a publicly funded institution or system of care, or who are receiving assistance from public and private agencies that address housing, health, social services, employment, education or youth needs, is through local collective impact initiatives. Collective impact provides a framework for a system of collaboration among all the systems of care in the community. By developing a common agenda, shared measures, mutually reinforcing activities, continuous communication and providing backbone support to these initiatives, Denton can ensure low-income families avoid becoming homeless, the homeless obtain housing, and the community will have adequate resources to provide the supportive services necessary to help those in need sustain permanent housing. Strategies will also identify areas to maximize community capacity by seeking to increase funding dedicated to homelessness prevention programs including housing stabilization resources; case management; and supportive services needed to help sustain housing. Annual Action Plan 45 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) AP-75 Barriers to affordable housing 91.220(j) Introduction Analysis of Impediments to Fair Housing Choice (AI). Actions it planned to remove or ameliorate the negative effects of public policies that serve as barriers to affordable housing such as land use controls, tax policies affecting land, zoning ordinances, building codes, fees and charges, growth limitations, and policies affecting the return on residential investment Impediments to Fair Housing does not indicate that the current public policies create barriers to affordable housing. 1. In February 2002, the City of Denton adopted the Denton Development Code, a document that unifies elements of zoning, subdivision regulation, environmental protection, site design standards, and other development regulation. 2. The zoning regulations contain 10 districts that allow single-family dwellings. Mixed-use structures are encouraged in some districts allowing the development of retail or office on lower floors with multi-family residential above. (and formerly The Denton Plan), will continue to guide the regulatory framework to encourage a diversity of population and income levels, accessibility to employment, recreation, school and community uses, and connection to public transit. 3. Construction codes allow for the renovation of existing, usually older and more affordable units. Under these codes, units would not have to bear the increased costs of new construction codes unless a health or safety issue is present. 4. circumstances. 5. The City of Denton building code requirements are reviewed by the Health and Building Standards Commission. This commission is a council-appointed citizen committee. Members are generally from the development community and are careful to ensure that adopted codes do not discourage development activities. 6. The number of affordable housing units in the City of Denton as compared to other communities in Denton County indicates that current development policies do not hinder the development of a variety of housing units, including affordable units. Annual Action Plan 46 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) AP-85 Other Actions 91.220(k) Introduction This section reports additional effects the City will undertake during the 2016-17 program year to Actions planned to address obstacles to meeting underserved needs Seek out additional funding sources to support housing and public services activities; Assist local non-profit organizations in obtaining grants or other funding to support their efforts; If necessary, act as support homeless prevention and services for the homeless; Continue to support existing public (social) services programs through the allocation and administration of City of Denton general fund dollars. included in the Denton Plan 2030. Actions planned to foster and maintain affordable housing Continue to provide down payment, closing cost, and principal reduction assistance to low and moderate-income homebuyers through the Homebuyer Assistance Program; Fund new affordable housing development through Habitat for Humanity of Denton County; epair programs to assist low and moderate income homeowners with repairs to their homes to meet their needs for safe and decent housing; the number of affordable housing units including their Affordable Housing Opportunity and Rental Rehabilitation programs; Work with the Denton Housing Authority to support the development of additional affordable housing and obtain additional housing vouchers if available. Work with included in the Denton Plan 2030. Actions planned to reduce lead-based paint hazards During the 2016-17 program year, Denton plans to reduce lead-based hazards in Denton by ensure that all lead-based regulations are met throughout any housing rehabilitation construction activity performed on homes built prior to 1978 including the Minor Repair Program, Home Improvement Program, Minor Repair Program, Homebuyer Assistance Program, Opportunity Program. Denton will also seek opportunities to educate the public, housing services customers, and contractors regarding the hazards of lead-based paint. Annual Action Plan 47 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) Actions planned to reduce the number of poverty-level families The City of Denton will continue to work with local non-profit organizations to administer programs designed to support lower income individuals and families. These programs will assist households in improving their financial status. Programs include: 1) free and/or low cost health care; 2) affordable child care; 3) mental health care services; 4) support for elderly households and others; 5) develop housing initiatives to support veterans; 6) support jobs programs. The following are income persons having the opportunity to earn higher wages. The City of Denton Economic Development staff participates with regional municipalities and the local Texas Workforce Commission Board in the North Central Texas Regional Economic Development Steering Committee for the purpose of addressing existing and future workforce skills needs of our respective and regional employers. The Committee is a participant in Texas W skill sets of individuals for jobs in high-demand occupations in our respective region and cities. Plan that provides a certification training programs covering 11 career fields. Dual high-school/college credit classes are offered to high school juniors and seniors. North Central Texas College (NCTC) has developed certifications and associate degree programs for specific industry partners, such as the Petroleum Technology Certification and Associate Degree options. NCTC is a partner to businesses utilizing Skills Training grant funds. Actions planned to develop institutional structure The two institutional gaps stated in the 2015-2019 Consolidated Plan included the provision of homebuyer education classes for low and moderate-income new homebuyers and supportive housing. To meet the homebuyer education class during the 2016-17 program year, Denton is planning on investigating partnerships with Green Path Solutions, a local housing counseling non-profit, Denton Affordable Housing Corporation and/or the State of Texas to develop a more comprehensive educational program. As discussed in SP-40 the City will support a community organized collective Impact initiative with its funding partner the United Way of Denton County. In addition, the City will support collaborative efforts of the Denton County Homeless Coalition (DCHC) and other service sector programs to ensure the community is organized to advocate; coordinate service delivery; improve effective use of available resources and provide leadership for long-term planning efforts among various homeless providers, homeless advocates and across multiple sectors. Strategies to move the homeless to housing and to shorten the length of time a person or family Annual Action Plan 48 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) experiences homeless involve: Supporting a coordinated access network to significantly reduce the time it takes for a person who is homeless to identify and access the right services needed. Improving community capacity by seeking to increase local resources for housing programs including housing location and stabilization resources; case management; and supportive services. Facilitating coordination of case management and supportive services to help the homeless have access to the services necessary to secure housing and maintain housing stability. Increasing supportive housing options for those with prioritized special needs Actions planned to enhance coordination between public and private housing and social service agencies The City of Denton has a very strong network of service providers including those providing housing, education, health care and other needed services. Over the past four years, the United Way of Denton County, the City of Denton, the Denton Independent School District and other organizations have joined together to review and discuss the provision of services in the Denton area in an attempt to maximize the benefits derived from available resources. Below is a list of the committees that have been developed to assist in improving the coordination of services: Denton County Homeless Coalition Homeless Leadership Team, collective impact project Behavioral Health Leadership Team, a collective impact project Community Health Council Denton Hunger Coalition Early Childhood Coalition serving the North Texas Region City of Denton Community Development (CD) staff members will continue to participate in the above committees during the 2016-17 program year. The City is part of a strong team of service providers who are working to improve services for the low income community. In addition, the Mayor of Denton convened a Task Force in 2015 supported by Community Development (CD) staff to look at the issue of homelessness. Three priorities were identified by the task Annual Action Plan 49 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) force. 1. Funding Increase in Available Resources 2. Housing Coordinated, Accessible, and Affordable 3. System Design to establish a network of Community Collaboration Nested in the ideas for program and housing interventions for the homeless was stronger community collaboration around shared community goals to end homelessness; better data collection and sharing; involvement of a wider audience of stakeholders; and more intentional effort to help educate and inform the community about solutions to homelessness and community impact efforts. Ultimately, the priorities that the task force recommended to City Council for their support and consideration were to seek funding to seed new collaborative projects. The task force recommendations have resulted in a public private partnership between the City of Denton and the United Way of Denton County to fund a coordinator position to oversee a collective impact project that will develop and implement community-wide coordinated strategies toward the shared goal of ending homelessness. Discussion Annual Action Plan 50 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) Program Specific Requirements AP-90 Program Specific Requirements 91.220(l)(1,2,4) Introduction This section will describe activities planned with respect to all CDBG funds expected to be available during the program year (including program income that will have been received before the start of the next program year). Community Development Block Grant Program (CDBG) Reference 24 CFR 91.220(l)(1) Projects planned with all CDBG funds expected to be available during the year are identified in the Projects Table. The following identifies program income that is available for use that is included in projects to be carried out. 1. The total amount of program income that will have been received before the start of the next program year and that has not yet been reprogrammed 0 2. The amount of proceeds from section 108 loan guarantees that will be used during the year to address the priority needs and specific objectives identified in the grantee's strategic plan. 0 3. The amount of surplus funds from urban renewal settlements 0 4. The amount of any grant funds returned to the line of credit for which the planned use has not been included in a prior statement or plan 0 5. The amount of income from float-funded activities 0 Total Program Income: 0 Other CDBG Requirements 1. The amount of urgent need activities 0 2. The estimated percentage of CDBG funds that will be used for activities that benefit persons of low and moderate income. Overall Benefit - A consecutive period of one, two or three years may be used to determine that a minimum overall benefit of 70% of CDBG funds is used to benefit persons of low and moderate income. Specify the years covered that include this Annual Action Plan. 80.23% HOME Investment Partnership Program (HOME) Reference 24 CFR 91.220(l)(2) 1. A description of other forms of investment being used beyond those identified in Section 92.205 is as follows: The City of Denton does not utilize other forms of investment beyond those identified in 92.205(b). Annual Action Plan 51 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) The City will not permit other forms of investment without the prior approval of HUD. 2. A description of the guidelines that will be used for resale or recapture of HOME funds when used for homebuyer activities as required in 92.254, is as follows: The City of Denton utilizes HOME funds to provide assistance to first-time homebuyers with closing costs, down payment, prepaids and principal reduction through the City's Homebuyer Assistance Program and DAHC's Affordable Housing Opportunity Program. The maximum HOME subsidy for both programs will be $14,900. The HOME subsidy sets up a 5-year recapture period and is provided as a deferred forgivable loan at a 0% interest rate. Denton utilizes recapture for both programs as required by 24 CFR 92.254(a). Recapture occurs when the homebuyer sells the property during the affordability period, or when the recipient of HOME funds defaults by leasing the property, fails to maintain the property as a primary residence, the property is foreclosed on by any lender, or when the recipient violates the covenants contained in the Written Agreement between the homebuyer and the City of Denton or DAHC. The terms of recapture are contained in the Written Agreement. Homebuyers that receive direct down payment, closing cost, principal buydown assistance and/or a reduction of the sales price to below the market value to make the unit(s) affordable, will meet the affordability period if they remain in the home for the full required period of affordability as determined by the amount of the assistance received (five to fifteen years). The actual required period of affordability will be based on the total amount of the direct HOME assistance provided as noted below. The effective date of the beginning of the required period of affordability is the date all completion data is entered into IDIS and as documented by a fully executed HUD-1, a copy of of the net sales proceeds from the sale, if any, will be returned to be used for other HOME-eligible activities. The portion of the net sales proceeds that is returned is equal to the amount of HOME funds invested in the property less the amount for each full month that the residence was occupied by the homebuyer or property owner as his/her/their principal residence. Any funds remaining after the distribution of the net sales proceeds to all lien holders, including the City of Denton, will be returned to the homeowner. In the event of a sale, short sale or foreclosure, the amount occurrence. If there are insufficient funds remaining from the sale of the property and the City recaptures less than or none of the recapture amount due, and maintain data in each individual file that provides the amount of the sale and the distribution of the funds. This will document that there were no net sales proceeds; or the amount of the net sales proceeds was insufficient to cover the full amount due; and that no proceeds were distributed to the homeowner. Other than the actual sale of the property, if the homebuyer breaches the terms and conditions for Annual Action Plan 52 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) any other reason, e.g. no longer occupies the property as his/her/their principal residence, the full amount of the subsidy is immediately due and payable. Denton must immediately repay its HOME Treasury Account, from non-federal funds, for the full amount of the assistance provided whether or not it can recoup any or all of the funds from the homebuyer. 3. A description of the guidelines for resale or recapture that ensures the affordability of units acquired with HOME funds. See 24 CFR 92.254(a)(4) are as follows: Federal assistance will be provided in the form of a 0% interest, deferred payment loan and will be secured by a HOME Written Agreement, Promissory Note and a Deed of Trust, fully executed and dated by all applicable parties. The Deed of Trust is recorded in the Real Property Records of Denton County. 4. Plans for using HOME funds to refinance existing debt secured by multifamily housing that is rehabilitated with HOME funds along with a description of the refinancing guidelines required that will be used under 24 CFR 92.206(b), are as follows: The City of Denton does not currently use HOME funds to refinance existing debt secured by multi- family housing that is being rehabilitated with HOME funds. Discussion Under the HOME program, eligible applicants must have household income at or below 80% of the AMI and meet program guidelines to be eligible. Funding is available on a first-come first-serve basis and funding is available. Applications for program assistance are available at the Community Development (CD) Office. Under the Home Improvement Program, interested applicants complete a preliminary waiting list application and as funds are available, CD Staff will submit a letter requesting that if still interested an appointment can be made to assist with the application. Under the Homebuyer Assistance Program, interested applicants apply for a mortgage company and if eligible for a mortgage loan, the mortgage company submits application to the Community Development Division. CD staff schedule an appointment with the applicant to review application and guidelines. Information on the programs is available on the City of Denton's website. The budget process for Denton's community development programs begins almost one year in advance of the fiscal year. HUD notifies the City as to the level of funding expected, the public participation process begins, applications are solicited locally and received by the Community Development Staff, the Community Development Advisory (CDAC) and the Human Services Advisory (HSAC) Committees. Recommendations are then formulated and presented to the Mayor and the City Council. The final step is the submittal of the City's formal application to HUD for the funds allocated to Denton. The City's application is called the Action Plan. The City of Denton's fiscal year runs from August 1 to July 31. For example, Fiscal Year 2016 will begin August 1, 2016 and will run through July 31, 2017. Annual Action Plan 53 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) Any nonprofit or for-profit groups, especially those serving the community development needs of low and moderate income people, the disabled, minorities or the elderly are encouraged to participate in the implementation of Denton's Community Development programs. Interested groups are encouraged to attend public hearings. (vi) The participating jurisdiction may limit the beneficiaries or give preferences to a particular segment of the low-income population only if described in the action plan. Annual Action Plan 54 2016 OMB Control No: 2506-0117 (exp. 07/31/2015) Community Development Advisory Committee February 11, 2016 Minutes Members Present: Adam Hasley, Cekeytra Chambers, Scott Rozell, Larry Varnes, Mary Beth Cottingham, Jodi Vicars-Nance Members Absent: Valda Morgan, Barbara Gailey, Randi Skinner Staff Present: Barbara Ross Barbara Ross called the meeting to order at approximately 11:40 am. She asked if there were any revisions to the minutes from the September 10, 2015 meeting. No revisions were requested. Larry Varnes moved that the minutes be approved as written. Scott Rozell seconded the motion. The motion was approved unanimously. Ms. Ross asked if there was any additional information needed from the applicants for CDBG and HOME funds. Cekeytra Chambers asked if Cumberland Presbyterian Child additional information regarding the kitchen and who it would be serving. Cumberland requested funds to improve their kitchen facility. Mary Beth Cottingham asked if there was a certain percentage of those using the kitchen would have to meet the low/moderate income requirements. Members discussed that the CDBG program requires that , would be the provision of services to low and moderate-income persons. Mr. Varnes asked how much funding the City would receive for the 2016-17 grant year. Ms. Ross stated that the allocation amounts for CDBG and HOME have not been released. HUD has indicated that the th allocations will be available on or before February 16. Ms. Cottingham asked why Denton City County Day School did not request any funding for the coming year. Ms. Ross stated that perhaps they did not have a need for any facility improvements. It was noted that Fred Moore Day Nursery School also did not ask for 2016-17 funding. Ms. Ross went on to explain -16 project has not started yet, due to the fact that they are getting some donatedthe donated work is complete, the final improvements to the Activity Room should be started this spring and completed by May or June. Scott Rozell asked about the location of the Londonderry playground. It was noted that the playground was on the north side of Southlake Park near the multi-family housing developments. Mr. Rozell also asked about the amount of funding that was currently available in the Minor Repair Program (MRP) budget. Ms. Ross explained that $50,000 was recently moved from the Home Improvement Program to the Minor Repair Program due to the number of calls for assistance and the fact that all prior funding for the program was about to be expended. She also explained that the $20,000 in MRP funds in the 2015 budget were for salary costs associated with the program. 1 | Page Mr. Varnes asked about the status of the 2015-16 Parks and Recreation restroom project. Ms. Ross stated that the Mayor and Council had some concerns regarding using all $80,000 for a restroom. The Parks Department attempted, but had not been able to find any additional funding. Ms. Ross stated that she talked to the Mayor and explained that the project would benefit the low and moderate- income community and possibly even some homeless persons in the area. She also talked to Jim Mays, Superintendent of Planning & Construction in the Parks Department, who indicated that the project should get started this spring. Members asked about the amount of funding to be allocated. Ms. Ross stated that it would probably be th approximately $977,000 to award to projects. At this time, the members agreed to move to the election of officers. Ms. Cottingham made a motion that Larry Varnes be elected as Chairperson. Scott Rozell seconded the motion. The motion was approved unanimously. Mr. Rozell then nominated Mary Beth Cottingham as Vice-Chair, Cekeytra Chambers seconded the motion. The motion was approved unanimously. Adam Hasley arrived at this time. Chairman Varnes reviewed the information that had been discussed by the Committee. Members discussed whether they would like to have paper copies or use their laptops to view the applications. Everyone agreed that paper copies would be best with two members, Ms. Vicars-Nance and Vice Chair Cottingham indicating that they had already printed copies. Chairman Varnes stated that the total amount requested by all applicants is $1,124.060. He indicated re would be a small shortfall but, almost all projects/programs could be funded. Ms. Ross stated that Mr. Hasley was interested in possibly funding an Economic Development project. She added that it would be helpful to discuss this with the Economic Development staff. Mr. Hasley asked if they were able to come up with a good program, could their application be considered this year. Ms. Ross stated that it would be up to the Committee. She explained that information was sent out and a deadline was set for submission of applications so, the Committee would have to decide if they would allow another application to be submitted. Chairman Varnes asked about recommendations would be presented to Council. Ms. Ross stated that the public comment period would be during the month of April and the recommendations could be taken to Council in May. It was recommended to Mr. Hasley that he work with Economic Development and possibly submit an application during the next funding cycle. Chairman Varnes asked about the attendance at the public hearings. Ms. Ross indicated that it was very low. Members discussed how to get more residents involved in the public hearings. Ms. Chambers asked what groups or individual were supposed to attend the hearings? Ms. Ross indicated that staff tries to bring in low and moderate-income residents to get their input. Ms. Chambers suggested a 2 | Page stated that they usually do that, especially in the Southeast Denton and Denia neighborhoods but, this year staff waited until early December and they were not having meetings at that time. She added that next year, the public hearings will be held in late October or early November. Ms. Chambers suggested inviting the non-profits and other organizations. Mr. Varnes suggested that staff start the outreach earlier. the hearings but, for some reason, it has declined. Ms. Ross reviewed the funding from prior years that has not yet been expended. Ms. Chambers asked if Denton Affordable Housing Corporation was the only Community Housing Development Organization (CHDO) in the area. Ms. Ross stated that they were but, that right now CD staff is waiting on information needed to continue DAHC as a CHDO. Ms. Ross also noted that the funds set pleting projects and spending Chairman Varnes noted that they are requesting $40,000 in 2016-17 funds. at it is homeowners that are at 65% or less of the area median income. She added that it was a lower income level than those receiving assistance in rehabilitating or reconstructing their homes under the Mr. Rozell aske requirement that you have no more than 1.5% of your current allocation in the Treasury 45 days before the end of the program year. She said that the City has had no problems there. However, the HOME program has recently changed their timeliness requirements and anything not committed within two years and expended within four years would be lost. Mr. Rozell noted that Habitat for Humanity has requested funding and stated that last time that they funds. Ms. Ross commented that on a project funded several years ago, that Habitat did have an income issue and funds had to be repaid. However, she said that if Habitat were funded, staff would work closely with them to ensure that they understood all the requirements. changed since 2006. Vice Chair Cottingham noted that she had volunteered with Habitat for 15 years and stated that they know how to complete these types of projects. would be approximately $70,000. Members discussed future meetings and asked that the Parks Department, Minor Repair Program and Denton Affordable Housing Corporation presentations be scheduled for the next meeting. The other applicants will present at the following meeting. Also, after the second set of presentations, the Committee will decide if they want to also discuss recommendations at that meeting or set up a separate meeting to develop these. Mr. Rozell made a motion to adjourn. Mr. Hasley seconded the motion. The meeting was adjourned. 3 | Page Community Development Advisory Committee February 26, 2016 Minutes Members Present: Adam Hasley, Barbara Gailey, Cekeytra Chambers, Jodi Vicars-Nance, Larry Varnes, Mary Beth Cottingham, Randi Skinner, Scott Rozell, Valda Morgan Staff Present: Barbara Ross Chairperson Larry Varnes called the meeting to order. He asked members if they had any revisions to th the minutes from 2/11/16. It was noted that the date needed to be corrected to February 11. Scott Rozell made a motion to approve the minutes with the date correction. Jodi Vicars-Nance seconded the motion. Barbara Gailey abstained. The corrected minutes were approved. Chairperson Varnes asked Ms. Ross if she had any announcements. She asked members to look at the calendars and determine when the next two meetings would be held. There was a brief discussion and thth members agreed to meet at noon on March 4 and 11. Ms. Ross stated that the final four th presentations would be on the 4 and the Committee could then develop their recommendations to th Council on the 11. Chairperson Varnes stated that the presentations are well-documented. Ms. Ross noted that if any additional information was needed it could be requested from the applicants. Jim Mays and Jason Donnell from the Parks Department introduced themselves. Jim Mays explained the service area population for the Londonderry Playground. He stated that 1700 residents, primarily in the nearby apartments, were included in the service area. Mr. Mays added that residents in the multi- family units across I-35 could also use the playground but, it was difficult for pedestrians to get across the I-35 underpass. He added that they recently got a bid of $45,000 that would only replace the slides. of the playground. Mr. Mays responded that it would be around 20 years. Mr. Varnes stated that one of the things the Committee looks at it the cost per person. Mr. Rozell asked if there were any other funding sources that could be used. Mr. Mays explained that new housing developments are required to either provide land for parks or, if it is a small development, they would pay a fee that would be used for other park improvements. Since this area is already developed, there is no additional funding. It was noted that recent donations went to the Eureka Park project. Mr. Mays described the Fred Moore Park flag football field project. Mr. Mays stated that 95% of the residents in the service area are low to moderate income. A population of approximately 9,000 resides in the adjacent area. This is currently an unused area of the park and the residents would like a flag football field. The final project discussed by Mr. Mays was the Quakertown Park restrooms. Mr. Mays stated that the current restrooms were built in 1963 and there are some major plumbing problems with the facility. Also, it was pointed out that the current restrooms are not ADA accessible. Mr. Mays showed the possible types of restrooms that could be constructed. Mr. Rozell asked, if the restrooms have been there since 1963, why is Parks just now considering replacement. Mr. Mays responded that the Parks Department has not been able to sell bond to complete these projects. Mary Beth Cottingham stated 1 | Page project. Mr. Mays confirmed her statement and described the bond funding that would be needed for this type of project. Cekeytra Chambers asked if Quakertown Park is always busy or just busy every once in a while. Mr. Mays stated that it was a feature park and festivals are often held there. Ms. Gailey noted that they bring in portables for the festivals. Jodi Vicars-Nance asked if the restrooms would serve Denton citizens daily. Mr. Mays stated that it would be for the citizens in the area. Valda Morgan asked about the line item for personnel in each of the requests. Mr. Mays stated that hours spent on the project. He added that the projects would be bid out. CDAC members had some additional questions. Mr. Rozell asked if Parks was provided with $38,000 for the flag football field, could it be completed. Mr. Mays indicated that they could complete the project. Ms. Chambers asked about what appeared to be a concrete wall and Mr. Mays indicated it was a sidewalk. Ms. Morgan asked about fencing. Mr. Donnell indicated that there was already a fence on site. Mr. Varnes asked about the restrooms at the splashpark. It was indicated that the 2015-16 project should be completed by June or July. Mr. Rozell asked what the priorities were. Mr. Mays commented that it would probably be the project that served the greatest number of people. Ms. Gailey asked if safety should be a priority. Mr. Mays indicated that the new Londonderry playground would ensure the safety of those using it. Sheila Harper, Executive Director of the Denton Affordable Housing Corporation (DAHC) presented their request for funding. She introduced Barney Cosimo, their board chair. Ms. Harper provided a brief summary regarding how the organization was started and their current activities. She indicated that they manage 92 rental units and have assisted over 200 families with housing. They also work with the Texas Department of Housing and Urban Development to fund housing projects. Ms. Harper commented that the 2016-their funding from prior years. She stated that is was very difficult to find and purchase affordable housing units at this time. Also, DAHC is no longer an approved REO purchaser of HUD foreclosures and added that HUD had changed the program such that organizations have to pay market rate rather than only closing cost assistance on two units. Mr. Varnes asked if the units had been selected. Ms. Harper indicated that the housing units had not yet been determined. Mr. Varnes also asked about the outreach DAHC does for those in need of housing. Mr. Harper indicated that she works with Cami Earhart, a local realtor who knows the community very well. Mr. Varnes stated that the request was a small amount and could all of it be spent by 2017. Ms. Harper stated that the HOME program had changed its requirements making it more difficult to complete projects. Mr. Rozell asked about the $51,979 CHDO set-aside. The 15% set-aside was discussed as the amount that would need to be provided to a certified CHDO or lost. Ms. Gailey asked if the homebuyer had to pay back the assistance money if they moved before the end of their 5-year required residency period. Ms. Harper stated that yes, they would have to pay back the assistance. Repair Program (MRP). He stated that the request was for $151,000 and that some of the funding, approximately $25,000 would go to his salary for his work on the program. Mr. Varnes asked how the City was doing in eliminating lead-based paint. Mr. Meredith stated that he could only guess that lead is in a number of units. Probably any home built before 1950 has some. Mr. Meredith added that the City 2 | Page danger of lead in homes. Mr. Meredith added that under the MRP, the lead situation could certainly not be made worse. Adam Hasley asked what an average repair cost was. Mr. Meredith said it was approximately $3,500. He also stated that repair costs are getting higher and that $125,000 would serve approximately 36 to 40 households. Mr. Rozell asked what the usual repairs were. Mr. Meredith stated that they do a lot of roofs, HVAC systems, furnaces and water heaters. Ms. Gailey asked how the recipients are chosen. Mr. Meredith said that it was first come, first served, and that the program is advertised in the newsletter that goes out to the neighborhood groups and the information is also on Ms. Cottingham asked if systems are replaced with Energy Star rated equipment. Mr. Meredith responded not necessarily in the Minor Repair Program but, Energy Star appliances are used in the Home Improvement Program. He added that staff tries to do the best they can on each project. It was noted that only CDBG can be used for the MRP. This program assists households that are below 65% of the area median income which is lower than the 80% threshold for most other programs. Members continued to discuss the presentations. Ms. Morgan asked about the Area Median Income. Ms. Ross responded that she would get the 80% and 65% income calculations out to the Committee next week. Mr. Rozell commented that purchasing a new A/C system would be difficult for a household that was at or below 65% of the area median income. Mr. Varnes indicated that there did not seem to be any controversial applicants. It was noted that the new members may be able to provide some new insights as the applications are discussed. Mr. Varnes suggested that a tour be set up so that the Committee members could see some of the projects and what has been accomplished through the use of these Federal funds. Neighborhoods are revitalized due to the good that the Committee does! Mr. Rozell made a motion to adjourn. The meeting was adjourned. 3 | Page Community Development Advisory Committee March 4, 2016 Minutes Members Present: Adam Hasley, Barbara Gailey, Cekeytra Chambers, Jodi Vicars-Nance, Larry Varnes, Randi Skinner, Scott Rozell, Valda Morgan Members Absent: Mary Beth Cottingham Staff Present: Barbara Ross Chairperson Larry Varnes called the meeting to order. Three corrections to the minutes were made. Adam Hasley made a motion to approve the minutes as corrected. Val Morgan seconded the motion. The motion was approved. Barbara Ross thanked Chair Larry Varnes and Vice Chair Mary Beth Cottingham for attending the Council meeting and accepting the National Community Development Week proclamation. Christi Wood from the Human Services Advisory Committee was also there to accept the proclamation. Chairperson Varnes asked that a copy of the proclamation be sent out to the CDAC members. Dr. Jennifer Livings, their request for funding to complete kitchen improvements at the facility. She stated that Cumberland has been a part of Denton since 1932. They teach the families they serve about dietary needs. They also often have groups that need space and use the facility for meetings. Dr. Livings stated that there are three cottage houses which can house up to eight children at one time. Meals are often provided so that the caregivers can devote their time to other activities with the children rather than cooking their meals. Dr. Livings noted that they are building collaborations with other organizations. Cumberland also generates revenue from groups that use the facility for other activities. CDAC members had some questions for Dr. Livings. Jodi Vicars-Nance asked if meals were cooked in the kitchen facility and then delivered to the children. Dr. Livings indicated that they are getting current staff members and/or volunteers to deliver meals. Mr. Hasley asked how many events had been held at the facility over the past year. Dr. Livings mentioned UBH, DentonISD and ARC as organizations that have used the facility. She stated that she would put together information on the groups that use the facility and provide it to the Committee next week. Chairperson Varnes asked if all the funds requested are for physical renovation. Scott Rozell noted that other funds are already being used to renovate the kitchen. Dr. Livings stated that these were funds from the Denton Benefit League. Mr. Rozell asked about the number of children served. Dr. Livings responded that 24 children are served. Ms. Morgan asked if health department standards were being met. Dr. Livings was not sure but would check on it. Ms. Morgan also asked about appliances. Dr. Livings indicated new appliances were probably covered in another grant. Randi Skinner asked if the appliances would be commercial grade. Dr. Livings indicated that they would be commercial grade. Members continued to discuss the information that Dr. Livings planned to provide. Barbara Gailey asked if the families also prepare meals in their homes. Dr. Livings indicated that they do and that Cumberland values the families eating at their own dinner table. Ms. Gailey asked if they had school on the campus. Dr. Livings indicated that they attend public schools. Mr. Hasley asked if Dr. Livings could provide information on the people that attend events at the facility and 1 | Page whether they are low or not low income. Members continued to discuss the use of funds for construction and the Federal requirements on those types of projects. Carol Kyer, Executive Director, and Keri Marie Sutherland of Habitat for Humanity introduced themselves and presented the information regarding their request for funding. It was noted that Habitat had been serving Denton County since 1994. Seventy housing units have been built in Denton and 22 in other localities. Ms. Kyer described the qualifications for homeowners and added that Habitat the property. Habitat is requesting $275,000 to complete three housing units. They will build the units civic organizations. They also have a covenant with the County tax office stating that the taxes on their units will stay the same for a period of ten years. Habitat serves a significant number of single women with children. Those that they assist are required to provide some sweat equity and down payment funds of at least $1,000. The discussion was open for questions. Mr. Rozell asked what the 350 hours of sweat equity included. Ms. Kyer stated that it included various types of service but, that at least 150 hours had to be work on their home. Mr. Rozell asked about the mortgage note and how much funding is needed to complete each unit. Ms. Kyer and Ms. Sutherland indicated that they are 25-year loans and one house can be completed with $72,500. Chairperson Varnes noted that it has been ten years since Habitat requested funding. Ms. Kyer stated that her efforts to be a true member of the community included working with the City and other organizations. She added that she was hired to make Habitat for Humanity more of a common name in the community. Ms. Gailey asked about Section 2 of the application where it was -asked if there was a difference between the two. Ms. Kyer stated that eligibility is based on established income. Mr. Rozell asked if the homes were furnished. Ms. Sutherland stated that appliances are new but the families provide their own furniture. Ms. Gailey pointed out that $275,000 was approximately $90,000 per unit. Ms. Kyer noted that the requested funds are for acquisition and construction. She added that Habitat for these projects. Alma Espino, Housing Programs Manager for the City of Denton presented the request for Home Improvement Program (HIP) funding. Ms. Espino reviewed the program requirement including income limits. She noted that the households must also show that they can afford the repayments to the program. Loans are provided on a sliding scale with a portion of the loans forgiven and a portion repaid with no interest. The lower the income, the higher the dollar amount that is forgiven. Ms. Espino stated that HIP could address problems such as accessibility and energy efficiency. Staff attempts to ensure that the assisted households understand that they are responsible for maintaining their improved housing unit. She added that though staff had only requested $204,000, they are currently expending more funds than projected and would have only $245,000 for projects during the 2016-17 program year. She commented that any additional funding would help in supporting the programs and these households. She stated that the HIP also improves neighborhoods which benefits many people and causes others in the area to improve their housing units. Ms. Gailey asked if the projects were set up with three persons per bedroom. Ms. Espino indicated that the units are usually limited to two persons per bedroom and there are no adults and children sharing the same bedroom. Mr. Hasley asked if there were any service priorities. Ms. Espino responded that HIP is a first-come, first-served program. Ms. 2 | Page Ross added that the funds must be expended in a timely manner. Ms. Skinner asked if there were any other funding sources. Ms. Espino said that the owners put in a small amount of funding and staff is always looking for other funding to assist low-income homeowners. The Amy Young Barriers Removal program which assisted those with disabilities needing accessibility improvements assisted several households over the past year. Luisa Rodriguez-Garcia introduced herself and presented the request for the Homebuyers Assistance Program (HAP). The funding requested would serve ten new homebuyers. She noted that the program had been around since 1992. However, during the last several years, it has been difficult to find housing units that are affordable. Ms. Rodriguez-Garcia indicated that she does a training on the program for realtors and lenders. The program is designed to assist those who have limited resources but, there is a cap on the amount of funding they have in their checking, savings and other assets. It was also noted that they must take a homeowner class. The current cost of properties was discussed. Mr. Rozell asked if the City purchased the properties. Ms. Rodriguez-Garcia stated that the funding assists with down payment, closing costs and in some instances, up to $5,000 can be used for property repairs. Mr. Hasley asked if the assistance was a loan. Ms. Rodriguez-Garcia stated that the funding is provided as a forgivable loan. The loan payment is forgiven monthly but if the buyer were to sell or rent out the property before the end of the required period, they would have to pay back the remaining amount owed. Mr. Rozell asked if only CDBG funds could be used for the program. Ms. Rodriguez-Garcia indicated that both HOME and CDBG funds could support the program. CDAC members discussed the programs and the various dollars per person served. Chairperson Varnes the month to develop final recommendations and that these would be available for public review and comments during the month of April. Members continued to discuss which projects and programs needed to be fully funded and those that could be reduced. The next CDAC meeting will be at 12:00, th Friday, March 11. Ms. Ross asked members to submit their ranking forms as early as possible next week and she would send out the scores. The meeting was adjourned. 3 | Page Community Development Advisory Committee March 24, 2016 DRAFT Minutes Members Present: Adam Hasley, Larry Varnes, Mary Beth Cottingham, Randi Skinner, Valda Morgan Members Absent: Barbara Gailey, Cekeytra Chambers, Jodi Vicars-Nance, Scott Rozell Staff Present: Barbara Ross, Lauri Nack Larry Varnes, Chairperson, called the meeting to order at 12:20 pm. He asked if there were any rd revisions to the March 3 minutes. No revisions were requested. Adam Hasley made a motion rd to accept the minutes as presented. Valda Morgan seconded the motion. The March 3 minutes were approved unanimously. Mr. Varnes reviewed the process for developing funding recommendations including the project/program scoring by Committee members. The recommendations will be presented to City Council and public comments will be requested. Ms. Ross noted that staff was looking at th April 19 as the date for presentation of the recommendations to Council. Mr. Varnes also provided comments and scores from CDAC members who were not able to attend. After initially looking at HOME funding allocations, members agreed to use the scores as a discussion guide. Ms. Ross explained that the request from the Denton Affordable Housing Corporation (DAHC) was $40,000 but that the Department of Housing and Urban Development Housing Development Organization (CHDO). Therefore, a minimum of $51,979 would need to be allocated to DAHC for their Affordable Housing Opportunity Program. Members then discussed other projects/programs. The Minor Repair Program (MRP) had the highest score of 28. Mr. Hasley and Ms. Cottingham indicated that MRP should receive full funding. Other members agreed. Ms. Cottingham also commented that the Londonderry Playground should be fully funded. Mr. Varnes indicated his agreement. Other members also recommended full funding for the playground. The next highest score was the Home Improvement Program. Members discussed full funding for the program. Ms. Morgan provided her proposed allocations from both HOME and CDBG. Mr. Hasley and Ms. Skinner said that they would like to look again at this allocation after other activities have been discussed. Mr. Varnes asked members about the Quakertown Park Restrooms. Mr. Hasley stated that the Parks Department staff noted that there could be other funding for this project and he would set this up to take any leftover funding after all other projects/programs have 1 | Page been considered. Ms. Morgan noted that she often saw people using the park, particularly those from apartments in the surrounding area. Ms. Cottingham suggested that the Committee the program, the funds could come from the Quakertown Restroom project. Full funding was included for the project. Mr. Varnes stated that he felt two of the proposed projects were controversial Habitat for Humanity and the Cumberland Presbyterian kitchen project. Mr. Varnes and Ms. Cottingham indicated that it would need to be determined that the Cumberland project was to serve the children, rather than those that use the facility for meetings. Ms. Ross indicated that before entering into any agreement with Cumberland, she would explain the grant requirements in detail and ensure that they will be serving low to moderate-income individuals and households with the kitchen facility. Ms. Morgan indicated that she felt strongly about funding this project due to the number of children and other individuals they serve. Mr. Hasley indicated that it would be good to fund Cumberland in order to get more organizations to apply for the funding. Ms. Ross stated that Cumberland has previously been allocated HOME funds to build duplexes to house those in need. They also received 2015-16 funds to make improvements to their dental clinic. The dental clinic funds have not yet been spent. the requirements. Ms. Ross indicated that they had met the housing requirements. Ms. Skinner asked about an organization preparing food for the children. Ms. Ross indicated that this would be a low/mod benefit. Ms. Skinner stated that she would like to fund this project pending that they meet the requirements. Ms. Cottingham agreed. It was suggested that full funding be included on the chart at this time. Members discussed funding of Habitat for Humanity. Ms. Skinner stated that she was looking at providing any funding that was left to Habitat. She noted that they have a strong fundraising capability. Ms. Morgan questioned whether the funds would be spent in Denton. Ms. Ross stated that they must be spent in the City of Denton. Mr. Varnes indicated that he also felt that Habitat is fully capable of doing these projects themselves. He added that it was a lot of funding to assist only two or three households. Members agreed to wait on the allocation of Habitat funding until all other project amounts are determined. Mr. Hasley once again brought up the Quakertown restroom project. He commented that the second highest allocation so far was for a restroom. Mr. Varnes noted that there are a number of underprivileged people that may use the facility. Members agreed to include the funding for the Quakertown restroom project. Ms. Cottingham suggested that the Committee look at all the activities and the proposed funding amounts and reallocate funding projects are eligible only under HOME. Members continued to discuss the request from Habitat. Ms. Morgan mentioned the property that Habitat owns in the Hill/Duncan area. It was agreed that $90,000 would pay for the acquisition and construction materials for one housing project. 2 | Page CDAC members continued to reallocate funding in order to provide sufficient funding for all activities. Mr. Hasley made a motion to accept the recommendations as developed by the Committee. Ms. Skinner seconded the motion. The motion was unanimously approved. Under new business, Ms. Ross explained the request for a revision of what the 2015 Fred Moore Day Nursery School (FMDNS) improvements. She explained that Virgil Strange had done a significant amount of work on the Activity Room free of charge. Though there may be some things that will still need to be completed, FMDNS would like to spend a significant portion of the $108,000 in CDBG funds on playground equipment and some fence replacement. Ms. Ross noted that the proposed new project description would stat They would like the funding to be more flexible. Ms. Cottingham commented that she does not want the funding used for trees or shrubs. Ms. Ross indicated that it would not be spent on those items. Ms. Skinner stated she would abstain from the vote due to the fact that she did not have sufficient information. Ms. Ross stated that FMDNS has $108,000 for the project. Mr. Varnes stated that the playground and the Activity Room are both for recreational activities to support the children and that this would be a good use of the funds. Ms. Skinner stated that she assumed a project like this could be done with these funds. Mr. Varnes noted that FMDNS is the only affordable daycare that provides infant care. It was noted that they have had some problems with construction projects. Mr. Hasley made a motion to adopt the reallocation of FMDNS 2015-16 funding to include the Activity Room improvements and improvements to the playgrounds and fence. Ms. Cottingham seconded the motion. The motion was unanimously approved. Denton Affordable Housing Corporation funding. The reallocation would be requested only if the DAHC Board of Directors agreed and approved the funding reductions. Ms. Ross explained that DAHC currently had 2013 and 2014 funding that has not been expended and that staff was concerned about possibly losing some funding. Based on the new HOME rule, funding allocated in 2015 and afterwards had to be committed within two years or it would no longer be available for projects. Ms. Ross stated that the 2015 funding was originally allocated to a 12- unit, single room occupancy project but, that nothing had taken place in regard to the project. She noted that planning for the project might take longer than expected and the funds would therefore not be committed by July 2017. This would mean that the funds would be recaptured by HUD. She also explained how the 2013 and 2014 funds could be reallocated primarily to the Affordable Housing Opportunity Program and the Bolivar Six-Plex Rental Units project. To complete the Bolivar project, the $100,000 in 2015 funds would also be reallocated to the Bolivar Six-Plex Rental Units project. Mr. Varnes stated that it appeared this would be a reduction in funding to DAHC. Ms. Ross explained that the reallocation would provide noted that the $100,000 for the Bolivar project could begin to be expended in June or July S Department of Housing & Urban 3 | Page Development. accepted. Ms. Skinner seconded the motion. The motion passed unanimously. The meeting was adjourned. 4 | Page HumanServicesAdvisoryCommitteeMinutes CityHallEastSecondFloorConferenceRoom CityHallEast,601E.Hickory,Denton,TX Monday,November9,2015,12:00p MembersPresent:PamBarnes,MeredithBuie,SherylEnglish,HannahGarcia,LauraMauelshagen, JamesMcDade, MembersNotPresent:StephenCoffey,KaytiPorter,YessiniaSantillan,JaneUpshaw,ChristieWood StaffPresent:DanielleShaw AQuorumwasestablished.Themeetingwascalledthemeetingtoorderat12:12p. ThecommitteeconductitsannualelectionofChairandViceChair. NominationsforSherylEnglishforchairandHannahGarciaforvicechairweremadethrough committeediscussionandeachƒĻƒĬĻƩƭinterestinvolunteeringforthepositions. Havingnoothernominations,thecommitteevotedandapprovedSherylEnglishforChairand HannahGarciaasViceChair. DanielleShaw,staffliaisontothecommittee,reportedthatallmemberspresenthavecompleted therequiredOathofOffice.MeredithBuieaskedforclarificationifheroathhadbeencompleted. ShawwillreviewandcontactBuietocompleteifitisstilloutstanding. SherylEnglish,Chair,openedthemeetingtoShawtoreviewthe/źƷǤƚŅ5ĻƓƷƚƓIğƓķĬƚƚƉŅƚƩ.ƚğƩķͲ /ƚƒƒźƭƭźƚƓƭͲğƓķ/ƚǒƓĭźƌ/ƚƒƒźƷƷĻĻƭ{ĻƦƷĻƒĬĻƩЋЉЊЎ9ķźƷźƚƓ.Shawhighlightedmember requirements;attendancepage11,annualelectionpage13,conflictofinterestpage15,open meetingtrainingpage17,guidelinesnecessaryforquorumtoconductmeetingspage27,andthe HSACdescriptionpage34. Relatedtoconflictofinterestpolicyascoveredinearlierdiscussionofmemberrequirements,Pam BarnesdisclosedherrelationshiptoHealthServicesofNorthTexas.Asthereisapotentialforthe appearanceofconflict,shewillvoluntarilyabstainfromfundingrelatedconversationrelatedtothat specificagency.English,ledadiscussionwiththecommitteeontheappropriatewaytohandle disclosingconflictsandtheprocessthatmemberswillfollowduringmeetingswhendisclosed conflictsarepresent.Asnotallmemberswerepresentatthemeeting,thecommitteewilltablefinal considerationofprocessuntilallmembershavehadtheopportunitytodisclosepotentialconflicts? MinutesfromMay13,2014werepresentedforapproval. JamesMcDademovedthattheminutesbeapprovedaspresented.PamBarnessecondedthe motion.Themotioncarried. Englishpresentedthenextitem.201516awardrecipientYouthandFamilyCounselingprovideda letterrequestingtopostponereceivingfundinguntilthenextfiscalyearduetohavingadelayin openingtheirnewDentonoffice.Theletterwasprovidedtomembersbyemailpriortothemeeting anditwasdisplayedontheoverheadscreenduringthemeeting. Themembersacceptedthisrequestandhelddiscussiononhowtoreallocatethe$6,200thatwas previouslyawardedtotheagency. PamBarnesmovedthatthe$6,200inreallocatedfundsbedistributedintheamountof $1,500toCASA,$2,350toCommunitiesandSchoolsNorthTexasand$2,350toDenton CountyMHMR.LauraMauelshagensecondedthemotion.Themotioncarried. Shawreviewedthepacketofadditionalresourcesandtoolsprovidedtomembers. Membersexaminedthe20162017HumanServicesFundingApplicationproposedbystaff.Shaw providedapagebypageoverviewoftheinstructionpacketandapplication.Memberwerealso presentedwiththestaffrecommendationforanapplicationdeadlineofJanuary14,2016. Recommendationwasaccepted. Discussionwasheldregardingapplicationdeliveryformat.Membersrequestedthatallagencies continuetheprocessofsubmittingapplicationsinprintonepermemberandabinderprovidedfor eachmember.Shawindicatedthatapplicationdocumentswillalsomadeavailableonlineforreal timeaccessanddownloadbymembers.Committeememberswereinformedthattheycanexpect binderswillbeavailablefordeliverystartingJanuary22,2016. MembersaskedformoretrainingprovidedtoagenciestohelpsupportcompletionofPart7.C UNITSOFSERVICE/OUTPUTS(CostperUnit)Sectionoftheapplication. HannahGarciamovedthattheapplicationandinstructionsaspresentedbeapprovedfor distribution.JamesMcDadesecondedthemotion.Themotioncarried. Therewasopendiscussedregardingthescheduleforupcomingtrainings,HSACmeetings,andother applicabledatesforthe20162017applicationprocess.Thecommitteeselectedmeetingdatesfor agencypresentationsanddeadlinesforrelatedactivities.Thoseareoutlinedasfollows: AgencyApplicationTrainings Shawwillnotifymembersofapplicationtrainingdatesonceschedulingiscomplete. HSACMeetingsandDeadlines o ApplicationDeadline:January14,2016 o BindersAvailabletoCommitteeMembers:January22,2016 o HSACMeetingAgencyPresentations:Friday,February05,201611:001:30ΑCivicCenter o HSACMeetingAgencyPresentations:Friday,February12,201611:001:30ΑCivicCenter o HSACMeetingAgencyPresentations:Friday,February19,201611:001:30ΑCivicCenter o HSACMeetingAgencyPresentations:Friday,February26,201611:001:30ΑCivicCenter o HSACEvaluationFormDuetoShawTBD o HSACMeetingRecommendation:Friday,March5,201611:001:30ΑCityHallEast o AprilTBA:RecommendationReportandPresentationtoCityCouncil ThenextmeetingofthecommitteeisFriday,February5,2016at11:00aΑCivicCenter Havingnootherbusiness,themeetingwasadjournedat1:16p. MinutesRespectfullySubmittedbyDanielleShaw,StaffLiaisontotheHSAC MinutesApproved: HumanServicesAdvisoryCommitteeMinutes CityofDentonCivicCenter 321EMcKinneySt,Denton,TX76201 Friday,February5,2016,11:00a1:30p MembersPresent:PamBarnes,MeredithBuie,StephenCoffey,SherylEnglish,HannahGarcia, LauraMauelshagen,JamesMcDade,ChristieWood MembersNotPresent:KaytiPorter,YessiniaSantillan,JaneUpshaw StaffPresent:DanielleShaw,BarbaraRoss I.CalltoOrder AQuorumwasestablished.HannahGarcia,ViceChaircalledthemeetingtoorderat 11:04a II.Introductions HannahGarcia,ViceChairwelcomedcommitteeandstaff.Membersandstaff introducedthemselves. III.OathofOffice(ifneeded) StephenCoffeywouldgotoCity{ĻĭƩĻƷğƩǤƭOfficetocompleteOathtoday. IV.ApprovalofMinutesfromNovember9,2015 MinutesfromNovember9,2015werepresentedforApproval. JamesMcDademovedthattheminutesbeapprovedaspresented.Stephen Coffeysecondedthemotion.Themotioncarried. V.HumanServicesAdvisoryCommittee a)ConflictofInterestDisclosure PamBarnesdisclosedthatsheisonstaffatHealthServicesofNorthTexas, acurrentrecipientofthegrant. b)Staffaskedtobringforwardnewbusinessforconsideration. PamBarneswasexcusedfromdiscussionduetoherrelationshiptotheagency tobediscussed. Duetotheclosingofaprogramthatiscurrentlyreceivingfundingforthe2015 16grantyear,thecommitteewasaskedtoconsiderreallocationoffundingfor thecurrentgrantyear.CommitteememberswereinformedthatHealthServices ofNorthTexas(HSNT)wasclosingitsFoodPantryprogram.Thepantryisoneof threeprogramscurrentlyfunded201516grantyear.Fundingwasawardedin theamountof$10,500.Thesourceofthesefundsaredrawnfromthe CommunityDevelopmentBlockGrant(CDBG)funds.Memberswereprovided withtheexplanationforclosureasprovidedbyHSNT.FirstHSNTdetermined thattheservicewasbeingduplicatedinthecommunity.Second,themedications totreatpatientsnolongerrequiresthespecializeddietthatwasnecessaryatthe timewhenthepantrywasfirststarted.HSNTbelievesthereisnolongera medicalneedandthatitscurrentservicerecipientscanaccessotherpantriesin thecommunity. HSNTisrepayingthe$984.14thathasbeenreimbursed. MemberswerealertedthatsincethefundsareCDBGfundstherearefederal requirementsthatwillhavetobefollowedinordertoreallocatetheHSNTaward of$10,500.Memberswereaskedbystafftoconsiderpossibleoptions.Option1, memberswouldrecommendtoreallocatethefundstoanotherCDBGeligible agencyoragencies.Oncethemembersagreedonanyrecommendations,then therecommendationwouldhavetobepresentedtocouncil.Onceapprovedby councilthenitwouldhavetobepublishedthroughapaidadvertisement notifyingthepublicthatthereischangetoCDBGfundsuse.Therewouldbean open30daycommentperiod.Option2,memberscouldrecommenditbe reallocatedtoalreadyapprovedhousingprograms.Itwouldcyclethroughthe Community5ĻǝĻƌƚƦƒĻƓƷƭannualActionPlanprocessandthenthefundswould bemadeavailable.Therearetwodifferencesintheoption.Oneisinthe programsrecommendedtoreceivefunding.Option1givesfundingtoahuman servicesagency.Option2makesadditionalfundsavailableforafamilyor housingrepairorrenovation.Thesecond familiestoreceivedhelpwith differenceintheoptionsmeansthatOption1createsduplicationandOption2 eliminatestheneedtoduplicateoftheprocessasdescribed. Membersdiscussedthedifferentoptions.Membersaskedthattheybegivena weekconsiderandaskedthatthediscussionbecontinuedatthenextmeeting onFebruary12,2016.Theitemwillbebroughtagainat2/12/16meeting. VI.HumanServicesApplicantPresentations Thefollowingnotesfromtheagencyfundingpresentationsareprovidedforcommittee informationandreview. DentonChristinaPreschool Presenters:AliciaBlanca,Director&GloriaThomas,BoardChair Theagencywasprovidedwithfiveminutestopresentinformationtosupportits fundingrequest. Agencysharedthatitisservingchildrenages35inachildcareprogramthat prepareschildrenforenteringKindergarten.Theagencyhighlightedthatit currentlyenrolls43children,thatitoffersasplitdailyscheduleandthatitisthe andfromthefacility. onlyslidingscalefeeprogramthatofferstransportationto Agencysharedthatthisservicewasnecessaryforthemajorityofitsclientsdo nothaveaccesstotransportation. HSACmemberstookfiveminutestoasktheagencyquestions. Whenaskedaboutitstransportationservicestheagencyinformedthe committeethatithas3busestoprovidetheservice.Agencywasaskedto explainitsfeeindicatingthattherangewasbetween$20$50basedonincome qualifications.Italsoprovidedfurtherclarificationonthehoursandservices offered.Theagencywasaskedtosharehowitfundraisesfortheprogram. Agencyofferedthatithasasustainingdrive,specialeventslikeanannual supperandplantsaleandthatithasthesupportofgivingprogramsfrom10 differentlocalchurches.Agencyconfirmedthatitisseekingfundingtopayfor1 bilingualteacherand1driver.Agencywasaskedaboutanywaitlistandthe agencyconfirmedthatitdoeshaveawaitlist. DentonCityCountyDaySchool Presenters:FranMoore,ExecutiveDirector&Dr.BettyeMyers Theagencywasprovidedwithfiveminutestopresentinformationtosupportits fundingrequest. Theagencyprovidedabriefhistoryoftheschoolhavingstartedin1952and receivingthedonationofthefacilityfromthelocalMethodistchurchandwill retainthefacilityaslongasithousesanonprofit.Agencyhighlightedhowitis thrivingwithnewcollaborationswithDISD,thatishaspaidoffalldebtandis nowbuildingreservefundsandhowitisincreasingitsabilitytoaccess professionaldevelopmentthroughcollaborationandrelationships. HSACmemberstookfiveminutestoasktheagencyquestions. Agencywasaskedtosharehowitwasleveragingmorethan142volunteers. Agencyhighlightedvolunteertrainingandplanstointroducenewsecurity featureslikebiometricscans.Agencyfurtherdetailedthattherelationshipwith theUnitedWayandstudentsfromlocaluniversitieswasalsoprovidingsupport totheschool.Agencywasaskedifitofferedslidingscalefeesandfor clarificationonrates.Agencysharedthatthefeesrangefrom$35$75onthe incomebasedslidingscaleandthat$100wastherateofserviceatfullprice. FredMooreNurserySchool Presenters:WendyMcGee,ExecutiveDirector&DebbieJohnsonStafford,BoardChair Theagencywasprovidedwithfiveminutestopresentinformationtosupportits fundingrequest. Agencyhighlightedthecriticalneedfordevelopmentalappropriateactivitiesand itsimpactonbraindevelopmentnecessarytoclosetheeducationalgap. Statisticswereprovidedondeficienciesandtheimpactonearlylearning.Agency stressedtheneedforaffordablecaretohelpworkingparentsandparents workingoneducationaladvancementtoimprovinglives.Agencyhighlightedits growth;goingfrom4classroomsand40childrento13classroomsand195 children;staffgrowthfrom16staffand2credentialedto48Staffand16 credentialed;payrollhasincreased373%andisnowfocusedondeveloping foundationintellectualandsocialskillsusingresearchbasedcurriculum.Agency discussedźƷƭcollaborationsandrelationshipswitheducationalfirststeps,DISD andmore. HSACmemberstookfiveminutestoasktheagencyquestions. Agencywasaskedtodiscussmoreinformationaboutfees.Agencysharedthat theyareonanincomebasedslidingscale.Agencywasaskedtospeaktoit curriculumandtrainingprogramsindetail.Whenaskedwhatiswouldidentifyas thethingthatdifficultorpresentsarisktotheagency,theagencyfocusedon staffretentionasathreat.Itdetailedthedifficultyinretainingqualitystaffat$9 anhourespeciallywhenfeesonlycover57%ofcost.Agencywasaskedifitwas abletocollaboratewithotherchildserviceagenciesforsomeofitplanned training.Agencydescribedavailableoptions. BoysandGirlsClub Presenters:RickTroutman,President&BabsTroutman,Operations Theagencywasprovidedwithfiveminutestopresentinformationtosupportits fundingrequest. Agencyprovidedabriefintroductiontotheprogramincludingtherecent expansionto4localclubs,oneofwhichwasaddedinDenton.Agencyshared thattheDentonprogramislocatedintheoldNelsonCenter.Becauseofthe currentHSgrantrequestsithopestoexpandfrom14to29.Theagency highlightedthatithadroomtogrowwiththecapacityoftheschoolbeingupto 400.Theagencysharedthatitisalsoprovidingtheschoolwithincreased viabilityalongwiththevaluableserviceofhelpthechildrenwhoparticipate makegooddecision.Agencyspotlightedanew3Dprintingprogramthatwill offerparticipantstolearntogivebackandinteractwithkidswhoaredifferent fromthemselves. HSACmemberstookfiveminutestoasktheagencyquestions. Theagencywasaskedtoclarifytheagesserved.Agencyexplainedchildrenin gradesK8areserved.Agencywasaskedtoexplainsomevariancesinreported budgetfigureswhichitsharedthattheamountswereshiftedtoreflecta recommendationfromaCPA.Italsohighlightthatmorethan80%offunding goesdirectlytoservekids.Agencywasaskedaboutboardrecruitmentandifit lookedtoaddmembersfromDentonandothercommunitiesservedbythe program.Agencydescribedtheboardrecruitmentprocessthroughnetworking andpeerrecruitment.Whenaskedaboutwhichprofessionalservicewerebeing providedbytheboardtheagencyofferedthataCPAandalawyerprovided servicesinplaceofahiredstaffmember. CommunitiesinSchools Presenters:AnnPape,ChiefDevelopmentOfficer&BrookeMoore,DirectorofGrant Development Theagencywasprovidedwithfiveminutestopresentinformationtosupportits fundingrequest. AgencyhighlightedthatthepartnershipwiththeCityofDentonhelpedthe agencymeettheoutcomeofkeepingkidsinschoolandontrackforgraduation. AgencyspotlightedtheirrelationshipwithDISDinthatitprovidesaFullTime socialworkeronDISDcampusessoteacherscanfocusonteachingandkidscan focusonlearning.Agencyexplainedthatthesocialworkerscanthenfocuson issueslikeschoolsupplies,studenthomelessness,foodinsecurityandmorethat disruptthelearningprocess.Agencyprovidedadditionaldetailslikeeachcase workerhasacaseloadof100studentsandthattheyareserving75%ofall students.Theagencysharedthatitbringsinnecessaryresourcesthatbenefit 40%ormorequalifyfor thepopulation.Thepopulationservedisagroupwhere freeandreducedlunch.Socialworkersarebuildingrelationshipsbetween parents,teachersandprincipalstohelpfindeachstudentsuniqueneedto overcometheriskofdroppingout. HSACmemberstookfiveminutestoasktheagencyquestions. AgencywasaskedaboutitsconnectiontoothersimilarprogramslikeinFort Worth.Agencyexplaineditsgeographicserviceareaandhowitsharesin programinnovations.Agencyfurtherdescribedhowitleveragesfundsandhas achieved99%graduationratesonthewaytoagoalof100%.Agencyhighlighted expansiontobein6campuses.Agencydetailedcasemanagementservices offeredwhenaskedabouttypesofservicesandtheprogramdesign. CityofDentonPARD Presenters:KathySchaeffer&SaraTravis Theagencywasprovidedwithfiveminutestopresentinformationtosupportits fundingrequest. Agencyexplainedthatitisafulldaysummerprogramserving511yearoldsat DeniaRecreationCenter.Theprogramofferstraditionaldaycampactivitiesas wellasfieldtrips.Agencyalsosharedthatitbuildsonothercollaborative experienceslikewiththeFosterGrandparentprogramandhavingUNTstudents comeintoserveasmentors. HSACmemberstookfiveminutestoasktheagencyquestions. Agencywasaskedaboutcost.Agencyexplainedthattheprogramwasfreewith aonetime$10fee.Thecriteriaisstricttoqualify.Parentshavetobeworking30 hoursormoreaweekortheyhavetobeinschoolfulltime.Theprogramalso incorporatesfreesummerlunchprogram.Agencywasaskedaboutthenumbers served.Theagencyexplainedthatthecapacityismaxedat56children.The agencyconfirmedthatthe$50,000requestisforfullfundingoftheprogram whichprimarilycoverssalaries. VII.Adjourn ThenextmeetingofthecommitteeisFriday,February12,2016at11:00aΑCivicCenter Havingnootherbusiness,themeetingwasadjournedat1:06p. MinutesRespectfullySubmittedbyDanielleShaw,StaffLiaisontotheHSAC MinutesApproved:February12,2016 Human Services Advisory Committee Minutes City of Denton Civic Center 321 E McKinney St, Denton, TX 76201 Friday, February 12, 2016, 11:00a-1:30p MembersPresent:PamBarnes,MeredithBuie,StephenCoffey,SherylEnglish,Hannah Garcia,LauraMauelshagen,JamesMcDade,JaneUpshaw MembersNotPresent:KaytiPorter,YessiniaSantillan,ChristieWood StaffPresent:DanielleShaw,BarbaraRoss I.CalltoOrder AQuorumwasestablished.SherylEnglish,Chair,calledthemeetingtoorderat 11:12a II.Introductions Noguestswerepresenttobeintroduced. III.OathofOffice(ifneeded) Noneneeded. IV.ApprovalofMinutesfromFebruary5,2016 MinutesfromFebruary5,2016werepresentedforapproval. StephenCoffeymovedthattheminutesbeapprovedaspresented. JamesMcDadesecondedthemotion.Themotioncarried. V.HumanServicesAdvisoryCommittee a)ConflictofInterestDisclosure Nonewconflictsweredisclosed. b)TheitemfromtheFebruary5,2016meetingwasbroughtforwardfor considerationofavotetoreallocateofCommunityDevelopmentBlockGrant (CDBG)fundsof$10,500inthecurrent201516programyear. Briefbackgroundwasprovidetomemberswhowerenotinattendanceatthe February5,2016meeting.Staffpresentedtheinformation.Committee memberswereinformedthatHealthServicesofNorthTexas(HSNT)wasclosing itsFoodPantryprogram.Fundingwasawardedintheamountof$10,500.The sourceofthesefundsaredrawnfromCDBGfunds.Inordertoreallocatethe HSNTawardof$10,500therearefederalrequirementsthatwillhavetobe followedaswellaslocalprocedures.Thiswouldrequiretherecommendationbe be presentedtocouncilandthenonceapprovedbycouncilwouldhaveto publishedthroughapaidadvertisementnotifyingthepublicthatthereischange toCDBGfundsuse.Therewouldbeanopen30daycommentperiod.Members wereaskedbystafftoconsiderpossibleoptions.Thefirstwouldbea recommendationtoretainthefundsforhumanservicesprogramsandreallocate thefundstoanotherCDBGeligibleagencyoragencies.Or,second,members couldrecommendthefundsbereallocatedtotheapprovedhousingprograms forminorrepairsthathelpslowincomefamiliesgetvitalemergencyrepairsto theirhome.ItwouldcyclethroughtheCommunity5ĻǝĻƌƚƦƒĻƓƷƭannualAction Planprocess.Bothprocessesarethesame.Thedifferenceisonlythatby selectingoptiontwotherewouldnotneedtobeaduplicationofthedescribe processofcouncilapproval,paidforadvertisingandthe30daycommentperiod. StephenCoffeymovedthatthefundsbereallocatedtothehousing programsforthehome,minorrepairprogram.SherylEnglishseconded themotion.Themotioncarried. VI.HumanServicesApplicantPresentations MonsignorKingOutreachCenter Presenters:RoyMetzler Theagencywasprovidedwithfiveminutestopresentinformationtosupportits fundingrequest. Agencyopenedwithanupdateonimprovementtotheshelterfacility. Agencyisinphaseonewith40beds.Itwassharedthattodatetheyhave beenopen29nights,serving84Uniquecustomers.Theyaverage34 peoplepernight.Agencysharedadditionalphaseplansincludeplansto expandto88bedswiththeadditionofrestroomsandshowersforboth menandwomenandaseparatesleepingareaforwomenandchildren. Agencyhopestofillgapsincurrentservicesbeingofferedinthe community HSACmemberstookfiveminutestoasktheagencyquestions. Agencyaskedifithadmaximumdaysitcouldbeopenandifitwasturning peopleawayatthistime.Agencyprovidedthattheyarenotturning peopleawaybutusehotelwhennecessary.Sincetheagencydidnotmeet applicationrequirementsitwasexplainedtotheagencytheimportanceof financialaccountabilitythroughauditand990reportingandthatwithout theseitwasaskedhowcanitdemonstrateitsfinancialstabilityiffunded. Agencydetailedthatwhileitwasanew501(c)3thatithasoperatedthe sheltersince2009.Agencywasaskedtoprovidedetailsregardingthe organizationstructureandhowitrunswith100%volunteersandwouldit havethecapacitytomeetthegrantreportingrequirementsiffunded. AgencyexplainedtherolesofvolunteersinoperationsandthatitķźķƓƷ foreseeanyissueswithbeingabletocollectandreport.Followup questionaskedaboutiftheagencymaintaineditsownfinancialsandbank accounts.Agencyroundedoutresponsetoquestionswithadditional explanationofwhatitplannedtoopeninthefutureincludingaplacefor counselingandemploymentservices. DentonCountyFriendsoftheFamily Presenters:ToniJohnsonSimpson Agencypresentedtwoprogramsforfundingconsideration. Theagencywasprovidedwithfiveminutestopresentinformationtosupportits fundingrequest. Agencyfirstpresentedregardingthevictimservicesprogramdetailing theservicesofferedthatincludelegalservices;emergencyshelter; individualandgroupcounselingforadultsandchildren;sexualassault counselingwithresponsetocallsinsupportlawenforcementatthetime ofassaultreporting.;safetyplanning;anddirectcasemanagement. Agencyspokespecificallytoissuesofmeetingthegrowingdemandfor counselingservicesrelatedtothefacilityconstraintsandtimeconstraints duetoonlybeingabletoworkwithkidsintheafterschoolhours.The agencyalsohighlightthatitistheplanningstageforanewshelterto replacetheexistingshelterthatisnow30yearsold.Agencycovered strategiesforfindingalocationthatisaccessible;alocationthatthe communitywouldembracewhileaddressingitssafetyownconcerns,and theneedtoaddresslimitingtrafficthatcomeswithalargerfootprint. HSACmemberstookfiveminutestoasktheagencyquestions. Agencywasaskedtoclarifyitsbudgetnumberreportedinagencyand programincomevsonlyagencyfiguresinexpenses.Agencyindicatedit wouldprovideadditionalreportingtothecommittee.Membersasked agencytosharemoreinformationaboutservicesbeingoffered.Agency providedmoreinformationoncounselingandcasemanagementservices offeredtoclientsonadailybasis.Adiscussioncenteredonhowthe agencyutilizesvolunteersinprogramsandspecificallyhowgraduatelevel studentsfromthelocaluniversityprovidevitalsupportswhilebenefiting theeducationadvancementofeachvolunteer.WhenaskedwhatźƷƭ biggestchallengesaretheagencyexplainedthatcurrentlyitishowto overcomethechallengeofmorestaffandspacetoservethegrowing demandforallofitsservices. Theagencywasprovidedwithfiveminutestopresentinformationtosupportits secondfundingrequest. Agencysharedthatitwasaddingthisnewrequesttofundafood programthatprovideshealthyoptionmealplanningwhenonabudget andfooddistribution.Theagencysharedthatitisimportanttohelp participantsbreakthefinancialconnectionwiththeirabuser.Additional benefitsarereducingthestressofworryingaboutwhereanextmealwill comefromand/orhowtofeedchildren.Theagencyhighlightthatthe fundsrequestedwillsupplementothersupport.Programissupportedby fundersandothercommunityeventsliketheağǤƚƩƭDayofConcernfor Hunger,theDentonHungerCoalitionMobilePantry,Walmartand others. HSACmemberstookfiveminutestoasktheagencyquestions. Membersinquiredaboutneedandhowoftenapersoncanusethe pantry.Agencyexplainedthatitcanbeaccessedonceaweekandthen anynutritionalmealplanningisincludedinregularcounselingservices. Fundingwouldhelpimproveaccess.Memberaskedhowagencygets foodanditwasexplainedthattheyagencyemploysafacilityperson whosedailyjobistopickupdonateditemsincludingfood.Adiscussion wasfocusedonthewasteofgrocerystoresandothersandhowto increaseaccesstothisoverstockforagencieswhodoprogramslikethis one. Memberstookashortbreak. TheSalvationArmyDentonCorps Presenters:BrendaJackson&Lt.LindaChoi Theagencywasprovidedwithfiveminutestopresentinformationtosupportits fundingrequest. Agencyexplainedthatitsrequestforfundingwasfordailymealservice andthefoodpantry.Agencyhighlightedtheincreaseddemandforthe servicesbycomparing2014servicenumberstoЋЉЊЎƭThefoodpantry served472moreclientsinthepantrygrowingfrom1752clientsin2014 comparedto2228in2015.Agencyaddedthatclientscanaccessthe pantryonceamonth.Formealservices,theagencysharedthatitserves meals365daysayear.TheMealsprogramisalsoseeinggrowingdemand serving45,911mealsin2015upfrom32,879in2014.Pantryandmeals serveclientswhoarehomelessandalsomanyelderlyanddisabled clients.Agencyreportedseeinganincreaseinservingclientsfrom outsideDentonwhoarecomingiffromcommunitieslikeSangerand LittleElm.Agencyreportedthatdespitegrowingnumbers,źƷƭrequestis thesameduetoincreasecollaborationsthathaveincreasedinkind donationsfromorganizationsliketheTarrantAreaFoodBank,Denton CommunityFoodBankandgrocerystoreandTraderJoes. HSACmemberstookfiveminutestoasktheagencyquestions. Agencywasaskedtotalkabouthowitismanagingthecurrenttransition duetolossofkeystaff,shelterdirector,BrendaJackson.Agency explainedwereitisintheprocessofreplacingpositionandcurrentstaff support.Agencywasaskedtodetailtheprocessforsomeonereceiving services.AgencyexplaineditsͻƓƚquestionsğƭƉĻķͼphilosophyforfirst timersbutthatithascasemanagerswhoworkwithclientstocomplete intaketobestdetermineneed,supportneedsandofferreferralsas applicable.Agencyalsohighlightedsuccessrateinreferralsand additionalcasemanagementtoolslikefinancialmanagementtraining. Agencywasaskedifhomelesshavetostayinsheltertoaccessmeals. Agencyreiteratedthatitisopen365daysservingbreakfastanddinner andthatstayingintheshelterisnotrequiredtheyjustsplitmealsinto twoservicesoneforthoseintheshelterandasecondforanyoneelsein needoffood. GivingHope,Inc. Presenters:Dr.AlonzoPeterson,RoshaunEpperson,EmmaFowler Agencypresentedtwoprogramsforfundingconsideration. Theagencywasprovidedwithfiveminutestopresentinformationtosupportits fundingrequest. Agencyfirstpresentedinformationaboutthetransitionalhousing program.Theprogramhasbeeninexistencefor21yearsproviding transitionalhousingforpersonsinneedofhigherlevelofcasemanaged supporttoachievestablehousing.Agencysharedthatparticipants typicallystayinprogramfor1020months.Agencyhighlightedthatthe programiscollaborativeandthatthemajorityofclientscomefrom shelterslikeDentonCountyFriendsoftheFamilyoftheSalvationArmy Denton.Thereisapriorityforsingleparentswithchildrenandtheagency alsocollaborateswithDentonAffordableHousingCorporationproperties inordertohaveaccesstoaffordablerentalunits.Clientsreceivedcase managementwithaprimarygoaltoremovefinancialbarriersthatwill helpaclientbeabletomoveontolongtermselfsufficienthousing., budgetandcreditcounselingandsupportwithtaxfilings.Clientsparent andtheamountcollectedisputintosavingsthatisreturnedtotheclient whentheyexittheprogram.AgencyspotlightedtheWheelerCentera similartransitionalhousingprogrambutshorterindurationbeingfrom3 6months. Agencythenshiftedtopresentonsecondprogram,HMIS.Agencywas providedwithfiveminutes.TheagencyreportedthatHMISservices providethecommunitywithimportantdataabouthomelessnessand servicesinthecommunity.HMISfundingsupportsdataquality,technical assistanceandcommunitycollaboration.SinceHMISisrequiredtobe usedbyanyagencyreceivingfederalhomelessgrantsagencyexplained thatfundingwillsupport10ormoreagenciesusingHMISbyproviding staffsupportivetoensureagenciesinputqualitydataandcandosoina timelymanner.Italsosupportstheseagenciesbyhavinglocaltechnical assistancetohelpfixandissueswiththesoftwaresysteminsteadofjust remotesupportinAustin.Tosupportcommunitycollaborationwiththe localuserslikeVisionMinistries,MonsignorKingOutreachCenter, SalvationArmy,OurDailyBreadandmore,theagencyindicatedthatit expectstodoublenumberofHMISusers,addamonthlytipsnewsletter, providethedatabackouttothecommunitytoensurethedatais accessiblebythecommunityformakinggooddecisionsrelatedto homelessservices.FundingwillalsosupporttheannualPointInTime CountandDentonCANtohelpbetterunderstandneedsandgapsin communityservicesaddressinghomelessness.Agencysharedthatthe grantfromtheTexasHomelessNetwork(THN)forHMISlocallyhad endedsoserviceswillbeprovidedonlybyGivingHope,Inc. HSACmemberstooktenminutestoasktheagencyquestions. Agencywasaskedtoaddadditionalinformationrelatedtodataand collaborationforotherprogramlikeZero2016.Agencyprovidedan explanationaboutZeroto2016,aprogramdesignedtohelpendveteran homelessnessinothercommunitiesandhowithopestobringthesame resultstothiscommunity.Agencywasaskedtohighlightsuccessrateof WheelerCenterprogramparticipantsinobtainingpermanent independenthousing.Agencyexplainedwhilestillnewthatithadaclient moveoutintohousingandislivingindependently.Agencywasasked whytheTHNgrantended.ItwassharedthatTHNinanattempttomake budgetcutsdidchoosetoreduceremoteHMISstaffinfavorofhaving phoneandonlinetechnicalsupportstaffforHMIS. VII.Adjourn ThenextmeetingofthecommitteeisFriday,February19,2016at11:00aΑ CouncilWorkSessionRoomCityHall Havingnootherbusiness,themeetingwasadjournedat1:04p. MinutesRespectfullySubmittedbyDanielleShaw,StaffLiaisontotheHSAC MinutesApproved:February19,2016 Human Services Advisory Committee Minutes City of Denton City Hall Council Work Session Room 215 E McKinney St, Denton, TX 76201 Friday, February 19, 2016, 11:00a-1:30p MembersPresent:PamBarnes,StephenCoffey,SherylEnglish,HannahGarcia,Laura Mauelshagen,JamesMcDade,ChristieWood MembersNotPresent:MeredithBuie,KaytiPorter,YessiniaSantillan,JaneUpshaw StaffPresent:DanielleShaw,BarbaraRoss I.CalltoOrder AQuorumwasestablished.SherylEnglish,Chair,calledthemeetingtoorderat 11:04a II.Introductions Noguestswerepresenttobeintroduced. III.OathofOffice(ifneeded) Noneneeded. IV.ApprovalofMinutesfromFebruary12,2016 MinutesfromFebruary12,2016werepresentedforapproval. ChristieWoodmovedthattheminutesbeapprovedaspresented. JamesMcDadesecondedthemotion.Themotioncarried. V.HumanServicesAdvisoryCommittee a)ConflictofInterestDisclosure Nonewconflictsweredisclosed. b)Committeeprovidedarecapofpreviousmeetingforthosemembersnotpresent attheFebruary12,2016meeting. Membersdiscussedthefinaldecisionrelatedtothefundingallocationoffunds awardedtoHealthServicesofNorthTexasanddiscussedtheapplication eligibilityofMonsignorKingOutreachCenter(MKOC).Afterdiscussionof aYh/ƭapplicationthecommitteeindicatedthatitneededsomeadditional informationbeforemakingitsfinaldecisiontoaccepttheapplicationandthen consideritforfunding.Staffwasaskedtorequestadditionalinformationforthe committee.StaffwillcontactMKOCleadership,RoyMetzlerandrequesttwo items.One,financialinformationthatwilldemonstratetheorganizations previousincomesourcesanddetailedexpenses.Two,thecommitteewouldlike toconfirmtheorganizationhasthecapacitytomeetthereportingrequirements. Itwouldliketheorganizationtoprovidethenamesofthepersonorpersonswho willberesponsibleforcompletingthemonthlyreport.Staffwillprovidethe organizationwithasamplecopyofthereportingdocumentstohelpthe organizationunderstandwhatwillberequired. VI.HumanServicesApplicantPresentations HealthServicesofNorthTexas Presenters:DoreenRueandLouiseWestonFerrill Agencypresentedtwoprogramsforfundingconsideration. Theagencywasprovidedwithtenminutestopresentinformationtosupportits twofundingrequest. Agencyindicateditwouldbediscussinghighlightsfortheagencyin2015, źƷƭthestrategicplanforservemoreinthefutureandwhythe/źƷǤƭ supportissoimportant.Sixtyfivepercentofpatientscomefromthe Dentonofficeserving3,143fromDentonoutofatotalof11,000.Agency sharedahighlightfromtheadditionofdepressionservicestofillagapin theunderservedareaofmentalhealthservicesinthecommunity.It screened4,643peoplein2015.Screeningisnowaregularpartof integratedbehavioral/mentalhealth.Agencythensharedtheadditionof aclinicattheWheelerCenteranditsoutreachprogramsthathave resultedin4,400newpatients,mostofwhichareuninsured,which growthofHSNTfrom2,500patientsin2012to11,000in highlightsthe 2015.Growthisreflectedinstrategicplanwhichfocusesonthreelevers: Infrastructuremeaningfinancial,stability,facilities,andafeasibilitystudy in2016;ITasinhealthinformationandelectronicrecords,privacy concerns,HIPPAcompliance;PatientCareasintheadditionofstaffand recruitingnewproviders.Communitypartnersisalsoafocus.2016goalis toserve14,500patients.Memberswereinvitedtovisitthefacility. Agencythendiscussedspecificsoftherequestaskingfirstforsupportfor serving800patientswhoareuninsuredorunderinsuredwithprimary medicalcareforthingslikexrays,labs,etc.Thesecondisarequestfor thePrescriptionAssistanceProgram.Lastyeartheprogramsaved patientsatotalof$1.9millioninprescriptioncosts.Costsarehighand thisfundinghelpscovercostsuntiltheclientgetsontheprogramandwill payfortherequired$40enrollmentfeechargedbytheagency. HSACmemberstooktenminutestoasktheagencyquestions. Agencywasaskhowmanyofpatientsareuninsured.Agencyindicated that65%areuninsured.Whenaskedhowitwasservingsomanymore theagencyattributedittoitsFQHCdesignationwhichmeansreferrals haveincreased.Theagencywasaskedhowitbalancesunmetneed comparedtootherprogramsthatalreadyexistinthecommunityΑŷƚǞit preventsduplicationofservices.Agencyhighlightedhowitfocusedon communitypartnershipstoreachmore.Agencyalsodiscussedits outreachserviceshelpingpeoplefindingcare.Agencywasaskedifithas navigatorstohelppeoplesignupforhealthcare.Agencyrepliedthatit doesandthenexplainedthattherearesignificantissueswithenrollment especiallyforpeoplewhoareunder133%ofthepovertylevelwhoķƚƓƷ qualifyforACA.AgencyaddedwhenMedicaidfundingwasnotexpanded inTexas,itmeantthosenotintendedcoveredbyACAarelikelystill uninsured.AgencywasaskedtodescribehowitmaintainsitFQHCand agencydetaileditsregularreportingrequirementsandthatthegrantis threeyearsandrenewable.Inadditiontheagencydiscussedother fundingsourcereportingrequirementsthatdemonstratetheir commitmenttomaintainqualitycare.Agencysharedthatithas4sites plusadministrativeofficesinDentonand3sitesinCollinCountywhen askedhowmanylocationsithad.Agencywasaskedtoexplainwhyitwas requestinglessfundingfortheprescriptionprogram.Agencyindicated inotherfundingsource,theydidnot thatwithinsuranceandgrowth wanttoaskformorethantheywoulduse.Agencywasthenaskedto clarifyitsunitpriceof$50forservicesthatmighthavedifferentcosts? Agencyindicatedthatitwasleveragingfundsfromvarioussourcesand servicesprovidedwhenseeking wouldrepresentthecostofeach reimbursement. CASAofDentonCounty Presenters:SherriGideon Theagencywasprovidedwithfiveminutestopresentinformationtosupportits fundingrequest. Agencyopenedwithinformationnotintheapplicationandstartedwith anupdatetopreviousyearpresentationonteensagingoutoffostercare. Theagencyboardconductedsurveyswithyouthandvolunteersto determinehowitcouldbetterpreparethemforindependentliving.Itis nowdevelopingcurriculum.Agencythenhighlightedprogresstoits strategicplan.Agencyisbringinginoutsideconsultant.Underthecurrent planithadthegoaltoserve100%ofyouth.Ithit88%upfrom80%.93% ofnewkidswereserved.Morekidsarecomingintocarethanprojections. Anothermeasuretheagencyusesisthenumberofkidsservedwith volunteers.This volunteersversusstaff.Thisyeartheyserved86%with demonstratedthatrecruitmenteffortsareworking.Anotherstrategic effortistomaintainfinancialstabilitywithagoalofmaintaining45days operatingreservefunds.Theyhavedippedintoreservesduetolower performanceinfundraisingbutareontrackfinancially.Towardthegoalof increasingawarenessofCASAinthecommunitytheyhaveincreasedthe numberofcommunitypresentationandoutreacheffortshaveexpanded tosocialmediawithafocusonvolunteerrecruitment.Thelastgoalis relatedtoexpandingthediversityofallgroups.Agencyreportsthatsmall progresshasbeenmadetowardthisgoal. HSACmemberstookfiveminutestoasktheagencyquestions. Agencywasaskedtoexpandmoreonteensagingoutoffostercare.The agencyrecognizedtherearemorekidsinlongtermfostercare.Thisis typicallyduetoseriousemotionaldifficultythatkeepsthemfrombeing adoptedandthisresultsinthekidsbeingkeptinresidentialtreatment centersortherapeuticfosterhomesforthelongterm.Thentheyageout ofthesystemleavingthemwithlessresources.Agencysharedthatthere havebeenmorekidsinthelastthreeyearsthenthelastten.Agencyfeltit wasinapositionhelpadvocateandhelppreparethembetter.Agency sharedthisstatistic,only3%areestimatedtobeabletomanagecollege ornextleveleducation.Discussioncontinuedoncurriculummodelsand othersystemstheteensaredependentonafterexitingthesystem. missingfromtheCASA Membersnoticedthatthereweresomepages applicationandaskedtobeprovidedmissingpages.Staffwillemail.pdfto memberswithminutespacket. Memberstookashortbreak. DentonCommunityHealthClinic Presenters:WanitaDolf,Dr.AliceMasciarelli,Dr.FilippoMascerelli,Dr.Collette Fette Agencypresentedthreeprogramsforfundingconsideration. Theagencywasprovidedwithfiveminutestopresentinformationtosupportits firstfundingrequest. Agencyfirstpresentedinformationregardingitsrequesttosupportcare coordination.Currentlytheprogramhasmadeover300interventions helpingover80peopleaccesscommunityresourceslikeMHMR,11 securehousingand23achieveincreasedincome.CareCoordinationis directedcasemanagementtohelppeopleachieveindependenceand mobility.Agencyprovidedaclientstorytoillustratetheprogram.Other examplesincludedhelpingclientsaccessDARS,VA,SocialSecurity,the SeniorCenter,mentalhealthservices,beingdivertedfromhomelessness, etc.Agencyprovidedanotherclientexample.Agencyemphasizedthe programisIntensivecasemanagementandrelationshipbuildingtotreat thewholepatient. HSACmemberstookfiveminutestoasktheagencyquestions. Agencywasaskedtoexplainifprogramwassupportedbymorethanone coordinator.Itexplainedthestaffresourcestotheprogramincludesone primarycoordinatorandacounselorbothdoingsocialwork.Whenasked ifclientsalsogethealthcareservices,agencyindicatedthattheclients arealsoreceivinghealthcareasapartoftheƦğƷźĻƓƷƭglobalcare.When asked,agencyconfirmedthatthecarecoordinatorwasatrainedsocial worker.Agencyexpandedontheemphasisthattheprogramisaholistic approachwhererelationshipsaresoimportant.Inhouseserviceshas impactedcaresignificantlybyreducingtheclientbeingbouncedfrom services.Agencywasaskedtoclarifyoutcomesandwhatconstitutesa unit.Agencyprovidedasamplelistofinterventionsincludingreferrals, transportationtootherservices.Whenaskedwhatisconsideredaunitof serviceagencyexplainedthattheunitofservicecostrepresentsvaluefor anhourofstafftimeforcasemanagement. Theagencywasprovidedwithfiveminutestopresentinformationtosupportits secondfundingrequest. Agencyprovidedinformationaboutthediabeticvisionservicesprogram whichisseekingsupportforeyeexams.Duetothenumberofdiabetic patientsserved,theagencyprovideseyeexamsasastandardofservice. Itexplainedthatdiabetesisleadingcontributortoblindnessbutalso otherseriousconditionlikebleedingoftheeye.Conditionsthatneedto becaughtearly.Regulareyeexamsareapreventivemeasureandifan issueisdiscovered,ithelpsthemtobeabletointerveneearlytopreserve vision.Itmeansaclientislesslikelyofbecomingdisabled.Blindnessand lowvisionresultsininabilitytowork,depressionandabilitytocarefor self.ProgrammeetstheğŭĻƓĭǤƭholisticapproachtopatientcare. Agencysharedclientexample.Requestisforservinguninsuredand underinsured.Healthcareiscomplicatedbytheseissuessopreventionis vitaltopatients. HSACmemberstookfiveminutestoasktheagencyquestions. Agencywasaskedtoexplaintheunitsofservices.Unitcostwasexplained asprovidervisit.Agencysendspatientstoophthalmologistandinthis programwillbilltocoverthatdirectcost.Theagencywasaskedto explainitsrequestof$7,000whentheoverallcostis$12,700.Agencywill seekothersupporttocoverdifference.Agencysharedwhyitchooses ophthalmologistversusoptometristsduetotheneedforsubspecialty care.Whenaskedifservicesareforjustdiabetics,agencyindicatedit ina prioritizesthispopulation.Whenaskedhowmanyexamsresulted needidentified,agencyindictedthat5patientsneededrecurrent treatment Theagencywasprovidedwithfiveminutestopresentinformationtosupportits thirdfundingrequest. Agencydiscussedtherealizationthatthereneededtobeagroupthat couldmeettheneedsofpeopleexperiencingmentalhealthchallenges. Aftersurveyingcurrentconsumersofmentalhealthservicesthe consumersidentifiedtwopriorityneeds.One,wastobeabletoadvocate fortheneedsofthepoorandtwo,theywouldliketohavesome productiveoccupations.Thegrouphasbeenformedandisactively todothingsforothersthroughvolunteerism meetingtofindrolesand andadvocacy.TheyarecurrentlyprovidingrepresentationtotheDenton CountyHomelessCoalition.ThegroupalsomeetseveryThursdayandhas otherdropinopportunities.Thegroupisproducingaproducttobesold Someoftheproceedsareusedbythegrouptosavemoneytocontribute tothisprogramseekingfunding.ThegroupidentifiedProSumersasa modeltobeusedlocally.TheagencywillcontractwithProsumersto providetheoversightandtrainingforPeertoPeerpieceandcombined thatwiththetherapeuticactivitiescurrentlyhappeningtowardalong termgoaltogrowintoapsychosocialrehabprogram. HSACmemberstookfiveminutestoasktheagencyquestions. Theagencywasaskedifthisfundingwouldbelimitedtoaspecific projectorphase.Theagencyindicatedthatthiswouldbefundingforthis firstpart.Agencyillustratedthisusinganexampleofanothergroupusing theprogram.Thegrantwaswrittenbytheclientsandtheprogramisin partnershipwithDentonCountyMHMR.Groupwillbeseekingadditional fundingtoensurethisprogramhascollaborativesupportforcommunity widebehavioralhealthimpact.Agencywasaskedtoexplainoutcomes. Agencyexplainedoutcomeswillbethenumberofpeoplewhobecome empoweredthroughvolunteerism,employmentorhobbythatgenerates revenuetosupplementincomelikedisability.Anotheroutcomeisto increasethenumberofpeertopeersupportpersonsthatinclude homeless,mentalhealthandphysicaldisabilitycounselingforfolkswho maynotqualifyforotherservices.Agencywasaskedabouthowmany wouldreceivetrainingfromProSumersandifthereisatrainthetrainer component.Agencyindicateditwouldhaveastaffpositiontrainedto trainedandthenitexpectsits12currentactiveparticipantsandthe additionofafewnewfolkswhentheprogramisexpanded.Thegoalis empowerment.Units alsotodevelopmeasurestoquantifyoutcomeslike isexplainedasthenumberofsessionsperperson. MembersdiscussedthatitwouldlikeclarificationregardingDenton CommunityHealthCliniciDiabeticsEye(DCHC)examrequestamount represents100%oftheprovidercostofiftheagencyhasincludesome administrativecosttohelpensuretheprogramissustainable.Staffwas askedtocollectinformationfromDCHC. VII.Adjourn ThenextmeetingofthecommitteeisFriday,February26,2016at11:00aΑ CouncilWorkSessionRoomCityHall Havingnootherbusiness,themeetingwasadjournedat1:06p. MinutesRespectfullySubmittedbyDanielleShaw,StaffLiaisontotheHSAC MinutesApproved: Human Services Advisory Committee Minutes City of Denton City Hall Council Work Session Room 215 E McKinney St, Denton, TX 76201 Friday, February 26, 2016, 11:00a-1:30p MembersPresent:PamBarnes,MeredithBuie,StephenCoffey,SherylEnglish,Hannah Garcia,LauraMauelshagen,JamesMcDade,ChristieWood MembersNotPresent:KaytiPorter,YessiniaSantillan,JaneUpshaw StaffPresent:DanielleShaw I.CalltoOrder AQuorumwasestablished.SherylEnglish,Chair,calledthemeetingtoorderat 11:08a II.Introductions Noguestswerepresenttobeintroduced. III.OathofOffice(ifneeded) Noneneeded. IV.ApprovalofMinutesfromFebruary19,2016 MinutesfromFebruary19,2016werepresentedforapproval. HannahGarciamovedthattheminutesbeapprovedaspresented.Pam Barnessecondedthemotion.Themotioncarried. V.HumanServicesAdvisoryCommittee a)ConflictofInterestDisclosure Nonewconflictsweredisclosed. b)Memberswerepresentedwithagencyresponsestorequestforadditional information.Membersreviewedtheinformation.Discussionfocusedonthe applicationfromMonsignorKingOutreachCenter(MKOC). Afterreviewoftheadditionaldocumentationamotionwasmade. HannahGarciamovedtoaccepttheapplicationforMKOCsothatitis eligibleforconsiderationoffunding.MeredithBuiesecondedthe motion.Themotioncarried.. VI.HumanServicesApplicantPresentations HealthServicesofNorthTexas Presenters:DianaCorona,ChristinaPenland Agencypresentedtwoprogramsforfundingconsideration. Theagencywasprovidedwithtenminutestopresentinformationtosupportits twofundingrequest. Agencystartedwithaquotethateveryday65,000peoplebecome65 yearsold.Agencyisbuildingresourcesandcapacityforotheragency usingthispoolofvolunteers.CorporationforCommunityandNational Servicecompletedaprofileofwhatvolunteerandciviclifelookslike. Agencyasksmembers."wheredoesTXrankinvolunteeringtheƓğƷźƚƓͼͪ Texasranks43outof50.ThirtyNinepercentoftheseareolderadults. Theagencysharedthattheyvolunteermostcommonlyatfoodbanks, ĭŷǒƩĭŷƭ͵Fundingthisprogramsendsamessagethatwebelieve volunteerscanmakechange.Agencyisrecruitingandplacingvolunteer inwonderfuloutcomebasedexperiencethatisevidencebasedand measurable.Agencysharedthatisevolvingtobemoreevidencebased. Volunteerenrollmentisaprocessofapersonalconnectiontovolunteer assignment.Agencyisaddingacriminalbackgroundchecktoincludea checkoftheNationalSexOffenderRegistry.Newmissionstatementwas readhighlightingthatitisanationalserviceprogram. Agencythenpresentedonthesecondfundingrequest.TheVISTA ƦƩƚŭƩğƒƭROIisthatitbuildscapacityandinfrastructurefornonprofit organizationssotheycanservemorepeoplelivinginpoverty.L{!ƭ serveonefullyearofserviceinthearealikevolunteerresource development,grantwriting,communityoutreachandeducation.Thisisa $51,000annualvaluetoanagency.Currentlythereare8L{!ƭworking inthecommunityandtheywillbeexpandingto13at11different nonprofitsinDentonCounty.AgencysharedsomeoftheimpactsL{!ƭ havemadeinthecommunityincludingbringingin437volunteersand over$600,000ingrantsandinkinddonations. HSACmemberstooktenminutestoasktheagencyquestions. Agencywasaskedtoexplainhowitmeasuresoutcomes.Isitvolunteer satisfactionoraretheoutcomesbasedonthebenefitstotheclient served?Agencyexplainedthatoutcomeshaveevolvedfromthebenefits tothevolunteertoaddedbenefittotheclientsandorganizationswhere volunteersareworking.Itexpandedthatitismeasuringnumberof volunteersandnumberofclientsservedinprograms.Agencywasasked toprovideaclarificationof#ofL{!ƭandthecostsharing.Agency detailedthatğŭĻƓĭǤƭdoshareinthecosttofundtheVISTA.Whenasked ifagencyhadtroublemeetingthecostsharingrequirementandifitthe costsharinglimitsagencyparticipation,theagencydiscussedhowitis lookingatothersolutionstohelppayforVISTA.Inregardtoaquestion aboutthetrainingL{!ƭreceiveandwhattypeofpersonsignsuptobe aVISTA,theagencyofferedthatmostarecollegegradsorincollege. L{!ƭgettrainingbeforebeingacceptedintotheprogram,thereis localtrainingbyagency,trainingprovidedbytheagencywheretheVISTA isplacedandthenL{!ƭareprovidedotheropportunitiesthroughout theyear..AgencyfurtherdescribedthebenefitstotheVISTAaswork experience,servingclients,andthetrainingreceived.Theagencywas askedwhatisthedollarvalueofitscommunityimpact?Agencyindicated throughtheirprogramthereisacombinedtotalof2.4milsavingstothe community.Discussionwasheldaroundhowtobestmeasureimpact. SPAN Presenters:DeborahRobertson,KristenKeeth Theagencywasprovidedwithfiveminutestopresentinformationtosupportits fundingrequest. Agencyclarifiedpagenineinneednumbersandbrokeoutthecity numbersversuscountywidereach.Reachiscurrently7%.That represents18%beingserveinthecity.Agencyindicatedthattherestill 82%notbeingserve.Thatis42%ofDentonresidents.Agencysharedthat theDallasWomen'sFoundationhasprovidednewfundingthathas allowedthemtoservewomen75andolderwhichmeanstheyareableto nowprovideweekendmealsforthemostvulnerable.Thefundingisfor 52weeksandtheyarelookingtomakeitongoingfunding.Agency providedastatementtoexplainwhytheyshouldbefunded.Theyoffered thattheprogramisanevidencebasedeffectiveprogramproventohelp improvequalityoflifeanditresultsinmorepeoplebeingabletostayin homeandpossiblyloweringhospitalstays.Agencythensharedadditional successeswheretheyhavegrown,expandingthecongregatemeal programtonewsiteslikeHeritageOaks.Thebenefitofprogramslike thesetothecommunityisthatincreasingcongregatemealsmeansthat peoplearegettingoutandinteractingincreasingimportantneedsfor socializationandsupport. HSACmemberstookfiveminutestoasktheagencyquestions. Agencywasaskedhowmuchofanincrease.Agencysharedthatison average2430atHeritageOaks.Agencyexpandedthatattheseprograms otherbenefitsarebeinggeneratedlikethecreationofacommunity gardenandadditionofnutritioneducation.Whenaskedhowitevaluates nutritionalimpact,agencydescribeditspreandposttestsurveysthat demonstratebenefitsaswellaslikesanddislikesintheprogramdelivery. Agencyaddedthatanecdotalandnationalstudieshelpthemdocument improvementsinnutrition,thebenefitsofbuildingrelationshipsandcost savingstocommunitiesbecauseofthereductionintheelderlyentering hospitalcare.Agencywasaskedtoclarifywhythereare82%whoarenot abletobeserved.Itsharethecurrentresourcesdonotmeetidentified need.Agencyidentifiedhowitimprovesthelackoffundinglimitshome deliverybyfocusingonexpandingcongregatemealswherethereare morefundingoptions.Asaresulttheagencyisprioritizingtryingto expandtomorelocationswherepeopleliveandmakecongregatemeals moreaccessible.Thisalsomeanstotransitionclientswhoareabletoget tocongregatemealsfromthehomedeliveryprogram.Congregatemeals benefitstheclientswithmoreopportunitiesforsocialization, volunteerism,andownershipoftheservices.Theyknowingtheir neighborandbuildstrongerrelationships.Agencysharedthatsocial relationshipsresearchshowsthatalackofsocializationeffectsqualityof life. Memberstookashortbreak. DentonCountyMHMR Presenters:LarryWest,BrendaBagherpour Theagencywasprovidedwithfiveminutestopresentinformationtosupportits fundingrequest. Theagencybeganthepresentationbythankingthecommitteefor previousfunding.Agencydetailedwhateffortsthefundshavesupported inpreviousyears.Agencydescribedthatitseekstotailoractivitiesto individualneedsbasedonsurveyresults.Thegranthelpstoprovidean opportunitytoprovideindividualizedactivitiesthatimprovesqualityof lifeforaclientincare.CommunityInclusionSpecialistsserveandaverage of23clientsincurrentgrant.Agencyexplainedthatitisabletoleverage CODmoniestofundenhancingcommunityactivities.Itlistedsomeofthe fundsthathavebeenaddedlikeCloud9,CoServe,Grande Communications,NAMIandindividualcontributions.Theyarestretching dollars.Impactonclientsisthattheybecomepartofthecommunitynot justlivehere.ProgramhastheaddedbenefitsofsupportingDenton businesses.Inaddition,clientshaveopportunitytodeveloprelationships; experiencecommunityinclusivenessandbelonging;andthecommunity getsstoknowpeoplewithdisabilities. HSACmemberstookfiveminutestoasktheagencyquestions. TheagencywasaskedtoexplainifthefundstakeaPartTimepositionsto FullTime.AgencydetailedthatthefundingrequestisfortwoFullTime positionsfundedattherate$9.50hrfor2050hrsfor2people.Other fundsasbeingusedtoincreasehourlyratewhichhelpswithturnover. Thefundsforthisprogram,iffullyfunded,wouldfreeupfundsfor retentionfordirectcarestaffbymakingavailableincreasesinsalaries andprovidingrelieffromtheincreasedstaffvacancies.Asaresultof currentfundsretentionnumbersarealreadyimproved.Agencywassked whatleveloftraining,certificationand/orexpertisearerequired.Agency sharedthatexpertisearecomparablebetweeninclusionspecialistand directcarestaff.Agencywasaskedtoexplainexpenselineitemdropin programcosts.Agencyclarifiedthattherewasadropincoststorents duetooperatingonelessgrouphomeandthenthisresultedina correspondingreductionofstaffcost. Interfaith Presenters:CondellGarden,AllyePotter Theagencywasprovidedwithfiveminutestopresentinformationtosupportits fundingrequest. Agencyexplainedthatitisasocialservicesagenciesthatprovideemergency financialassistance.Itsmostcommonserviceprovisionisemergencyrentand shelterforfamiliesinfinancialcrisis.Agencydiscussedthatitisaroadblockto preventinghomelessnessandithelpspreventthehighcostofrehousing. Agencyexplainedthatitismorecosteffectivetokeepfamiliesstableand ultimatelylessensthedependencycreatedbylongtermassistance.Agency describeditsservicedelivery.Assistanceisprovidedtothosewithadebilitating financialcrisis.Applicantsarescreenedbycounselorswholooksatwaysto preventduplication.Theyareaddingafinancialtrainingcourse.In2015they wereableto114withover600callsforassistance.Agencythenprovideddata. Accordingtocensus26,000peoplearelivingbelowthepovertyrate.This communityisnotabletomeetgrowingpopulation.Agencyindicatedthatfor 20162017therequestis$10,000toserve2familiespermonthat$500per month.Agencyaddedthat24familiesmaynotsoundsignificantbutitis significanttothe24familieswhowerepreventedfrombecominghomeless. Agencyconcludedbyaddressinghowitmanagescontactsforservicesissue.It explainedthatitoffersfourwaystoapplyincludingonline,inperson,andover thephone. HSACmemberstookfiveminutestoasktheagencyquestions. Agencywasaskedhowmanycontactstheygetonanaverageday. Agencysharedthatitwas510perday.Whenaskedtodescribethe financialliteracyprogramtheagencyclarifiedthatitisfinancialcoaching insteadofliteracyascoachingisbetterpositionedtohelpfamilies determineaspecificfinancialpathbasedontheircurrentfinancial situation.Agencyindicatedthattoprioritizefirstcome,firstservewhen askedhowifdeterminedwhoofthe114outof600wouldgetservices. Agencyexpandedthattoqualifytheclientmustamajormedicalissue, significantcarrepairs,etc.Agencywasaskedhowitidentifiedchronic users.Itdiscusseditsclienttrackingsystem.Itindicatedthatitalso conductsafollowupsurvey.Anotherstrategytolimitduplications includeskeepingopencommunicationwithotheragencies,partneringin collaborations,andaccesstoHMIS.Agencywasaskedtoexplainwhen notabletoserve,didityourefertoothercommunityresources..Agency answeredthatitdidbutthatwaslimitedbecausetherearelimited resourcesinthecommunity. Afterpresentation,membersaskedstafftogetmorebudgetdetailfromthe agencyregardingontheexpenseslistedonpage12oftheapplication. OpeningDoors Presenters:ConnieHay Theagencywasprovidedwithfiveminutestopresentinformationtosupportits fundingrequest. Agencysharedtheagencyhadbeeninoperationsfor13yearsworkingin immigrationissues.Approximatelyeightyearsagoittookontherelated issueofHumanTrafficking.Agencysharedthatpeopleareoften surprisedthatthisisanissuehereinDenton.Theagencydescribedthat thefundingrequestisuniqueininthatitwantstoutilizefundsfor outreachservicesthatwillallowthemtogooutintoschoolstogoouta talktokidsandoutreachservicestotalktobusinessonthei35corridor. ThegoalistoprovideeducationforatriskorͻƷŷƩƚǞawayandneglected Ɖźķƭͼ͵Fundingwouldsupport100classespresentationsdeliveredwith graduatestudentfromUNTandwouldincludecostsforprinted curriculummaterials,billboards,andpostersneedtosupportthe awarenesscampaign. HSACmemberstookfiveminutestoasktheagencyquestions. Agencywasaskedtodescribethescopeofproblem.Agencyprovided andoverviewandthenaclientexamplewheretheclientwasrecruited byafriendwhosubsequentlydruggedandpassedaroundtheclientfor othertotakeadvantageofsexually.Becausetheclientfearedforherlife andherfamiliesitwasnotreported.Thiswentonforayears.Agency expandedonhowitpartnerswith/ŷźƌķƩĻƓƭAdvocacyCenterandothers an incasesofhumantrafficking.Becauseitis,astheagencyputit, ͼźƓƭźķźƚǒƭhiddenĭƩźƒĻͼtheprogramisdesignedtoempowerkidsto report.Agencysharedanotherstoryofmultiplekidswhoareinjuvenile detentioncenterswhoweretraffickedbyparentsfordrugmoney. Agencysharedastatisticthatrunawaysareapproachedwithin48to72 hoursbytraffickersandothers.Theagencyexplainedthattogoalisto gettokidsearlytoeducateandgiveoptionstocombattacticsusedlike blackmailandfear.Theprogramwouldfocusontwotargets,toeducate businessesoni35corridortorecognizevictimsandtotalkwithpreteens ages1314andolderkidsjuststartingthepartyscene.Agencywasasked toclarifyofhowclientsareserve.Agencyofferedthatitprovides Outreachanditisservingpersonswhowerevictimsoftrafficking.Agency furtherexplainedthattheystartedoutwithimmigrationservicesandbut learnedthatasignificantissueintheimmigrantpopulationistheissueof humantrafficking.Immigrantsarehighlyatriskoftrafficking.Theagency wentontodetailhowitispartneringwithuniversitiestodevelop curriculumandprintedmaterials.Whenaskedhowwilltheagency captureoutcomesitindicatedthattheoutputwillbethenumbersof personstalktoandprovidedwitheducationalmaterials.Surveywill documentchangeinawarenessandabilitytoreport. VII.Adjourn ThenextmeetingofthecommitteeisFriday,March4,2016at11:30aΑCityhall East. MemberswhereremindedtoprovideEvaluationFormsbyMarch2,2016. Havingnootherbusiness,themeetingwasadjournedat1:25p. MinutesRespectfullySubmittedbyDanielleShaw,StaffLiaisontotheHSAC MinutesApproved:March4,2016 Human Services Advisory Committee Agenda City Hall East Second Floor Conference Room City Hall East, 601 E. Hickory, Denton, TX Friday, March 4, 2016, 11:30a-1:30p aĻƒĬĻƩƭ tƩĻƭĻƓƷʹ Pam Barnes, Sheryl English, Hannah Garcia, Laura Mauelshagen, James McDade, Christie Wood aĻƒĬĻƩƭ bƚƷ tƩĻƭĻƓƷʹ Meredith Buie, Stephen Coffey, Kayti Porter, Yessinia Santillan, Jane Upshaw {ƷğŅŅ tƩĻƭĻƓƷʹ Danielle Shaw I. Call to Order A quorum was established. Sheryl English, Chair called the meeting to order at 11:31a II. Announcements None. III. Approval of Minutes from February 26, 2016 tğƒ .ğƩƓĻƭ ƒƚǝĻķ ƷŷğƷ ƷŷĻ ƒźƓǒƷĻƭ ĬĻ ğƦƦƩƚǝĻķ ğƭ ƦƩĻƭĻƓƷĻķ͵ IğƓƓğŷ DğƩĭźğ ƭĻĭƚƓķĻķ ƷŷĻ ƒƚƷźƚƓ͵ ŷĻ ƒƚƷźƚƓ ĭğƩƩźĻķ͵ IV. Human Services Advisory Committee a) Conflict of Interest Disclosure No new conflicts were disclosed. b) During previous meeting on February 26, 2016 members asked staff to get more budget detail from the agency regarding on the expenses listed on page 12 of the application. that were provided in the agency application packet for members to review. Members read the expanded budget details. V. Review of Committee Evaluation Sheets Members reviewed the HSAC Evaluation Ranking Form complied results. Report items including, Mean (average), Median (Middle), Mode (Most Often), Low and High were reviewed. Clarification was made to explain the variations for Health Services recommendations in the evaluation form due to Pam Barnes abstaining from recommendations based on disclosed conflict. VI. Discussion and Approval: Committee Funding Recommendations Discussion for award recommendations began with Chair Sheryl English providing an overview of the committee priorities being focused traditionally on childcare, health care, and housing and homelessness services. Members were reminded that based on City of Denton General Fund projections and Community Development Block Grant Funds amounts to be recommended for award were estimated to be $411,945. Additional funding considerations were discussed related to the February 26, which waived the requirement that the agency be a 501(c)3 two-year and approved the acceptance of additional financial documentation provided by MKOC in place of Audit and 990 reporting. Members then went line by line for each agency. Based on the evaluation form, members began allocating recommendations for funding in order by comparing current agency funding, average recommendation amounts, and total request for 2106-17 funds. Generally, average amounts were rounded up or down to even dollar amounts. Initial Recommendations: $6,200 Boys and Girls Clubs of North Texas $16,000 Court Appointed Special Advocates (CASA) $27,000 City of Denton - Parks and Recreation $20,000 Communities in Schools $26,000 Denton Christian Preschool $36,000 Denton City County Day School $18,250 Denton Community Health Clinic (1) Case Management $7,000 Denton Community Health Clinic (2) Diabetic Eye Exams $0 Denton Community Health Clinic (3) Prosumers Peer Group $30,000 Denton County Friends of the Family (1) $5,000 Denton County Friends of the Family (2)Food $22,000 Denton County MHMR Center $48,000 Fred Moore Nursery School, Inc. $0 Giving Hope (1) HMIS $28,000 Giving Hope (2) Transitional Housing $6,180 Health Services of North Texas (1) Prescription Assistance Program $25,000 Health Services of North Texas (2) Medical $5,000 Interfaith $5,000 Monsignor King Homeless Center $7,500 Opening Doors International $12,000 RSVP: Serving Denton County (1) Volunteers $6,500 RSVP: Serving Denton County (2) VISTA $20,000 Salvation Army of Denton $22,315 Special Programs for Aging Needs Denton Community Health Clinic Prosumers Peer Group and Giving Hope HMIS; were pulled for additional discussion before recommendations were finalized. Members discussed . Prosumer Peer Group. Members discussed that they felt this was a potential duplication of services in the community and that the presentation did not make clear how the program was related to the clinic services. In addition, it was unclear to members what the funding would actually pay for and who it would benefit. Recommended amount remained $0. is not clear how HMIS alone benefits the broader community at the amount requested. Members discussed the program losing funding from other agency. Members also discussed other community data discussed in the application specifically the Point- in-Time (PIT) Count. The discussion centered on the expectation the data be available to the community in a useful way. Members did not see direct benefit of HMIS. Staff provided additional information about how HMIS and the PIT Count currently provide data to the community. Members asked that if HMIS helped with other grants, was it or could it be supported by those grants. Questions were also asked related to how much time grant preparation takes; who actually competes grants using HMIS data, what data does HMIS provide in support of grant requests. Finally, members identified that they would like to see more value from HMIS and more demonstration of actual community impact from the data before considering funding at the requested level. Recommended funding amount was increased from original $0 to $9,000. The estimate award total was reviewed and compared to current estimated allocations. This left additional funds to be recommended. After review of request versus current recommendations and a discussion on priorities, CASA, Communities in Schools, recommend award amount were increased. Final recommendations: $6,200 Boys and Girls Clubs of North Texas $20,000 Court Appointed Special Advocates (CASA) $27,000 City of Denton - Parks and Recreation $20,000 Communities in Schools $26,000 Denton Christian Preschool $36,000 Denton City County Day School $18,250 Denton Community Health Clinic (1) Case Management $7,000 Denton Community Health Clinic (2) Diabetic Eye Exams $0 Denton Community Health Clinic (3) Prosumers Peer Group $30,000 Denton County Friends of the Family (1) $5,000 Denton County Friends of the Family (2)Food $22,000 Denton County MHMR Center $48,000 Fred Moore Nursery School, Inc. $9,000 Giving Hope (1) HMIS $28,000 Giving Hope (2) Transitional Housing $6,180 Health Services of North Texas (1) Prescription Assistance Program $25,000 Health Services of North Texas (2) Medical $5,000 Interfaith $5,000 Monsignor King Homeless Center $7,500 Opening Doors International $12,000 RSVP: Serving Denton County (1) Volunteers $6,500 RSVP: Serving Denton County (2) VISTA $20,000 Salvation Army of Denton $22,315 Special Programs for Aging Needs After hearing agency presentations, reviewing data provided in applications, and the supplemental reports provided to the committee, members developed final recommendations for funding to be presented to the City Council {ŷĻƩǤƌ 9Ɠŭƌźƭŷ ƒƚǝĻķ ƷŷğƷ ƷŷĻ ƩĻĭƚƒƒĻƓķğƷźƚƓƭ ķĻǝĻƌƚƦĻķ ĬǤ ƷŷĻ ĭƚƒƒźƷƷĻĻ ĬĻ ğƦƦƩƚǝĻķ ŅƚƩ ƦƩĻƭĻƓƷğƷźƚƓ Ʒƚ ƷŷĻ /źƷǤ /ƚǒƓĭźƌ͵ IğƓƓğŷ DğƩĭźğ ƭĻĭƚƓķĻķ ƷŷĻ ƒƚƷźƚƓ͵ ŷĻ ƒƚƷźƚƓ ĭğƩƩźĻķ͵ VII. Adjourn Having no other business, the meeting was adjourned at 12:58p. Minutes Respectfully Submitted by Danielle Shaw, Staff Liaison to the HSAC Minutes Approved: City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-539,Version:1 Agenda Information Sheet SUBJECT Willie Hudspeth regarding code enforcement, ethics ordinance and citizen reports at the end of the meeting. City of DentonPage 1 of 1Printed on 4/28/2016 powered by Legistar©