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City Hall
City of Denton
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
Legislation Text
File #:ID 16-855,Version:1
Agenda Information Sheet
SUBJECT
Consultation with Attorneys - Under Texas Government Code Section 551.071.
ConsultationwithCity’sattorneysregardingID16-854oftheJuly19,2016Agendaregardingassociatedlegal
issueswherediscussionoftheselegalmattersinanopenmeetingwouldconflictwiththedutyoftheCity’s
attorneystotheCityofDentonandtheDentonCityCouncilundertheTexasDisciplinaryRulesofProfessional
ConductoftheStateBarofTexas,orwouldjeopardizetheCity’slegalpositioninanyadministrative
proceeding or potential litigation. \[File ID 16-854\]
City of DentonPage 1 of 1Printed on 7/14/2016
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City Hall
City of Denton
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
Legislation Text
File #:ID 16-919,Version:1
Agenda Information Sheet
SUBJECT
DeliberationsregardingRealProperty-UnderTexasGovernmentCodeSection551.072;Consultationwith
Attorneys - Under Texas Government Code Section 551.071.
Receiveinformationfromstaff,discuss,deliberate,andprovidestaffwithdirectionregardingthepotential
acquisitionofrealpropertyinterestslocatedsouthofJimChristalRoad,betweenthe9000and9300blocks,
andsituatedintheGibsonMyersSurvey,Abstract843,andtheMoseH.DavisSurvey,AbstractNo.377;and,
southofthe9300blockofJimChristalRoad,situatedintheJohnson,Green,MyersandBrummettSurvey,
AbstractNo.1699,andtheMosesH.DavisSurvey,AbstractNo.377,wherediscussionshad,deliberation,and
directiongiveninanopenmeetingwouldhaveadetrimentaleffectonthepositionofthegovernmentalbodyin
negotiationswithathirdparty.ConsultationwiththeCity’sattorneysregardinglegalissuesassociatedwiththe
acquisitionoftherealpropertyinterestsdescribedabove;wherediscussionoftheselegalmatterswould
conflictwiththedutyoftheCity’sattorneystotheCityofDentonandtheDentonCityCouncilunderthe
TexasDisciplinaryRulesofProfessionalConductoftheStateBarofTexas,orwouldjeopardizetheCity’s
legal position in any administrative proceeding or potential litigation. \[File ID 16-799\]
City of DentonPage 1 of 1Printed on 7/14/2016
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City Hall
City of Denton
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
Legislation Text
File #:ID 16-770,Version:1
Agenda Information Sheet
SUBJECT
DeliberationsregardingRealProperty-UnderTexasGovernmentCodeSection551.072;Consultation
with Attorneys - Under Texas Government Code Section 551.071.
Receiveinformationfromstaffanddiscuss,deliberate,andprovidestaffwithdirectionregardingthe
acquisitionofrealpropertyinterestslocatedgenerallywestofMayhillRoadfromE.UniversityDriveto
ColoradoBlvd.,intheCityofDenton,DentonCounty,Texas;wherediscussionhad,deliberation,anddirection
given,bytheDentonCityCouncilinanopenmeetingwouldhaveadetrimentaleffectonthepositionofthe
governmentalbodyinnegotiationswithathirdparty.ConsultationwiththeCity’sattorneysregardinglegal
issuesassociatedwiththeacquisitionoftherealpropertyinterestsdescribedabove;discussionoftheselegal
mattersinanopenmeetingwouldconflictwiththedutyoftheCity’sattorneystotheCityofDentonandthe
DentonCityCouncilundertheTexasDisciplinaryRulesofProfessionalConductoftheStateBarofTexas,or
would jeopardize the City’s legal position in any present or potential administrative proceeding or lawsuit.
City of DentonPage 1 of 1Printed on 7/14/2016
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City Hall
City of Denton
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
Legislation Text
File #:ID 16-771,Version:1
Agenda Information Sheet
SUBJECT
DeliberationsregardingRealProperty-UnderTexasGovernmentCode,Section551.072;Consultation
with Attorneys - Under Texas Government Code Section 551.071.
Discuss,deliberate,andreceiveinformationfromstaffandprovidestaffwithdirectionpertainingtocertainreal
propertyinterestinvolvedintheMayhillRoadWideningandRelocationProjectand;receiveinformationfrom
theCityÓsattorneysanddiscusscosts,status,strategy,andpotentialresolutionofthefollowingeminentdomain
lawsuitsrelatedtotheMayhillRoadWideningandRelocationProject(allcurrentlypendingintheProbate
Court,DentonCounty,Texas):CityofDentonv.RTS&M,LLC,etal.;and CityofDentonv.551MayhillJoint
Venture, et al.
City of DentonPage 1 of 1Printed on 7/14/2016
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City Hall
City of Denton
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
Legislation Text
File #:ID 16-789,Version:1
Agenda Information Sheet
SUBJECT
DeliberationsregardingRealProperty-UnderTexasGovernmentCode,Section551.072;Consultationwith
Attorneys - Under Texas Government Code, Section 551.071.
Discuss,deliberate,andreceiveinformationfromstaffandprovidestaffwithdirectionpertainingtocertainreal
propertyinterestslocatedintheR.LongbottomSurvey,AbstractNumber775,CityofDenton,DentonCounty,
Texas,andgenerallylocatedontheeastlineofVirginiaStreet,northofU.S.Highway380(UniversityDrive).
ConsultationwiththeCity’sattorneysregardinglegalissuesassociatedwiththerealpropertydescribedabove
whereapublicdiscussionoftheselegalmatterswouldconflictwiththedutyoftheCity’sattorneystotheCity
ofDentonandtheDentonPublicUtilityBoardundertheTexasDisciplinaryRulesofProfessionalConductof
theStateBarofTexas,orwouldjeopardizetheCity’slegalpositioninanyadministrativeproceedingor
potential litigation. (Prescott Property)
City of DentonPage 1 of 1Printed on 7/14/2016
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City Hall
City of Denton
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
Legislation Text
File #:ID 16-831,Version:1
Agenda Information Sheet
SUBJECT
Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with
Attorneys - Under Texas Government Code Section 551.071.
Receive information from staff, discuss, deliberate, and provide staff with direction regarding the potential
acquisition of real property interests located along the east side of Bernard St. between Eagle Drive to the north
and Collins Street to the south, in the City of Denton, Texas; where discussions had, deliberation, and direction
given in an open meeting would have a detrimental effect on the position of the governmental body in
negotiations with a third party. Consultation with the City’s attorneys regarding legal issues associated with the
acquisition of the real property interests described above; where discussion of these legal matters would
conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the
Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City’s
legal position in any administrative proceeding or potential litigation. \[Eagle Substation\]
City of DentonPage 1 of 1Printed on 7/14/2016
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City Hall
City of Denton
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
Legislation Text
File #:ID 16-879,Version:1
Agenda Information Sheet
SUBJECT
DeliberationsRegardingCertainPublicPowerUtilities:CompetitiveMatters-UnderTexasGovernmentCode
Section 551.086.
ReceiveapresentationfromstaffregardingpublicpowercompetitiveandfinancialmattersrelatedtotheCity’s
participationin,andtheoveralloperationalandfinancialaspectsof,theTexasMunicipalPowerAgency;
discuss and deliberate strategies regarding same; discuss, deliberate and provide staff with direction. \[TMPA\]
City of DentonPage 1 of 1Printed on 7/14/2016
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City Hall
City of Denton
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
Legislation Text
File #:ID 16-893,Version:1
Agenda Information Sheet
SUBJECT
DeliberationsregardingEconomicDevelopmentNegotiations-UnderTexasGovernmentCodeSection
551.087.
Receiveareport,holdadiscussion,andgivestaffdirectionregardingaproposedincentiveforProjectBrick.
ThisdiscussionshallincludecommercialandfinancialinformationtheCityCouncilhasreceivedfromProject
Brick,abusinesswhichtheCityCouncilseekstohavelocate,stay,orexpandinorneartheterritoryofthecity,
andwithwhichtheCityCouncilisconductingeconomicdevelopmentnegotiations,includingtheofferof
financial or other incentive.
City of DentonPage 1 of 1Printed on 7/14/2016
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City Hall
City of Denton
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
Legislation Text
File #:ID 16-720,Version:1
AGENDA INFORMATION SHEET
DEPARTMENT:Materials Management
ACM:Bryan Langley
AGENDA DATE:July 19, 2016
SUBJECT
ConsideradoptionofanOrdinanceacceptingcompetitiveproposalsandawardingacontractforanannual
CyberVulnerabilityAssessmentrelatingtoDentonMunicipalElectric’sinformationnetworkandcontrol
systems;providingfortheexpenditureoffundstherefor;andprovidinganeffectivedate(RFP6110-awardedto
CorporateRiskSolutions,Inc.(CRSI)inthethree(3)yearnot-to-exceedamountof$101,000).ThePublic
Utilities Board recommends approval (4-0).
FILE INFORMATION
TheCityofDentonconductsaCyberVulnerabilityAssessment(CVA)onceayearinordertoensurethat
DentonMunicipalElectric’stechnologyprogramsandsystemsmaintainsecuritytomeetcompliancewith
NorthAmericanElectricReliabilityCorporation(NERC)CriticalInfrastructureProtection(CIP)Reliability
StandardsandtheTexasPublicUtilityRegulatoryAct.ACVAisasecurityassessmentthatidentifiesknown
network,operatingsystem,webapplication,andwebserverexploits/vulnerabilitieswiththeuseofautomated
tools.PerNERCCIPrequirements,avulnerabilityassessmentcontainingNetworkDiscover,NetworkPort
andServiceIdentification,VulnerabilityScanning,andWirelessScanning,mustbeperformedannually.In
addition,anactivevulnerabilityassessmentmustbeperformedonceeverythree(3)years.Ayearlysecurity
assessmentbyanobjectivethirdpartyisnecessarytoensurethatsecurityguidelinesarefollowed.Thisalso
provides an unbiased assessment by experts in this field.
InordertoachievethebestvalueforaCVA,theCityofDentonconductedaRequestforProposal(RFP).
RequestforProposalsweresentto473prospectivesuppliers.Inaddition,specificationswereplacedonthe
MaterialsManagementwebsiteforprospectivesupplierstodownloadandadvertisedinthelocalnewspaper.
TwoproposalsmeetingspecificationwerereceivedfromCorporateRiskSolutions,Inc.(CRSI)andGlobal
InformationIntelligence(GII).Theproposalswereevaluatedbaseduponpublishedcriteriaincludingprice,
deliverytimeframe,compliancewithspecifications,andindicatorsofprobableperformance.ABestandFinal
Offerwasconductedwhichresultedinacostsavingsoverthethreeyearsof$11,157.60fromthehighest
rankedvendor.CorporateRiskSolutions,Inc.wasrankedthehighestanddeterminedtobethebestvaluefor
the City (Exhibit 1).
CRSIprovidessecuritytoawidevarietyofcompanies,includingelectric,water,andgasutilities,higher
educationinstitutions(colleges,universities,andcampuses),healthcarefacilities,telecommunications,and
financialindustries.CRSIisahighlyexperiencedandaccreditedconsultingfirmthathasprovidedand
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continuestosupportelectricutilitieswithafullsuiteofservices.CRSIhasprovidedNERCCIPConsulting
Supporttomorethan100electricutilities,includingDentonMunicipalElectric.Theyhavecontractedwith
multipleregionalentitiestoconductNERCCIPAudits,Risk-basedAssessmentEvaluations,MitigationPlan
Reviews,andTechnicalFeasibilityExceptionReviews.BasedonCRSI’sextensiveexperienceandexpertise
withNERCComplianceandtheirworkwithotherelectricutilities,staffrecommendsCRSIasthebestvalue
for the City of Denton.
RECOMMENDATION
AwardacontractforanannualCyberVulnerabilityAssessmentrelatingtoDentonMunicipalElectric’s
informationnetworkandcontrolsystemstoCorporateRiskSolutions,Inc.(CRSI)inthethree(3)yearnot-to-
exceedamountof$101,000.Thisamountincludesasmallcontingencyforanyadditionalconsultingservices
that may be needed.
PRINCIPAL PLACE OF BUSINESS
Corporate Risk Solutions, Inc.
Lenexa, Kansas
ESTIMATED SCHEDULE OF PROJECT
Thethree(3)annualassessmentsareestimatedtobeconductedinAugust2016,May2017,andMay2018
respectively.
FISCAL INFORMATION
FundingforthisiteminthecurrentfiscalyearisbudgetedintheTechnologyServicesFundaccount
830900.7854.
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:2.3 Promote superior utility services and facilities
EXHIBITS
Exhibit 1: Evaluation and Ranking sheet
Exhibit 2: Public Utilities Board Minutes
Exhibit 3: Ordinance
Exhibit 4: Contract
Respectfully submitted:
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Chuck Springer, 349-8260
Director of Finance
For information concerning this acquisition, contact: Melissa Kraft at 349-6110.
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EXHIBIT 2
1DRAFT MINUTES
2PUBLIC UTILITIES BOARD
3July11, 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 open meeting on
7Monday, July11, 2016 at9:04a.m. in the Service Center Training Room at the City of Service
8Center, 901 A Texas Street, Denton, Texas.
9
10Present: Chair Randy Robinson, Vice ChairPhil Gallivan,Lilia Bynum, and
11Charles Jackson
12
13Ex Officio Members: Howard Martin, ACM Utilities
14
15Absent: Barbara Russell Brendan Carroll and Susan Parker
16
17OPEN MEETING
18
19CONSENT AGENDA
20
21E.PUB16-156 - Consider a recommendation that the City Council approve an Ordinance
22accepting competitive proposals and awarding a contract for an annual Cyber Vulnerability
23Assessment relating to Denton Municipal Electricand control
24systems; providing for the expenditure of funds therefor; and providing an effective date
25(RFP 6110-awarded to Corporate Risk Solutions, Inc. (CRSI) in the three (3) year not-to-
26exceed amount of $101,000)
27
28Board Member Gallivan motioned to approve item E. There was a second by Board
29Member Jackson. Vote 4-0 approved.
30
31Adjournment 10:52a.m.
EXHIBIT 3
ORDINANCE NO. 2016-______
CONSIDER ADOPTION OF AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS
AND AWARDING A CONTRACT FOR AN ANNUAL CYBER VULNERABILITY
NETWORK AND CONTROL SYSTEMS; PROVIDING FOR THE EXPENDITURE OF FUNDS
THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 6110-AWARDED TO
CORPORATE RISK SOLUTIONS, INC. (CRSI) IN THE THREE (3) YEAR NOT-TO-EXCEED
AMOUNT OF $101,000).
WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for
Network and Control Systems 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
6110 Corporate Risk Solutions, Inc. $101,000
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 6110 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: AC7404B9-618F-4634-978F-9527C7631E1D
EXHIBIT 4
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND CORPORATE RISK SOLUTIONS, INC.
(RFP 6110)
THIS CONTRACT is made and entered into this date ______________________, by
th
and between Corporate Risk Solutions a corporation, whose address is 11900 W. 87 Street
Parkway, Suite 120, Lenexa KS 66215, 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 6110- Cyber Vulnerability Assessment Services 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) Final Negotiated Special Terms and Conditions(Exhibit ÐAÑ);
(b) Request for Proposal 6110 Ós Scope of W ork(Exhibit ÐBÑ on File at the Office of
the Purchasing Agent);
(c) Modified Negotiated City of Denton General Provisions and 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 Best and Final Offer. (Exhibit "FÑ);
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
abo ve. These documents shall be referred to collectively as ÐContract Documents.Ñ
Contract # 6110
DocuSign Envelope ID: AC7404B9-618F-4634-978F-9527C7631E1D
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:
HOWARD MARTIN
INTERIM CITY MANAGER
BY: __________________________________ Date:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: __________________________________
Contract # 6110
DocuSign Envelope ID: AC7404B9-618F-4634-978F-9527C7631E1D
EXHIBIT 4
Exhibit A
Special Terms and Conditions
A. Total Contract Amount
The contract total for services shall not exceed $100,100. Per Exhibit F attached, pricing shall
be $33,083.65 annually for Items 1 through 4 of Section A: North American Reliability
Corporation (NERC) Vulnerability Assessment, plus additional services as needed based on
the hourly rate as shown as Items 9 and 10.
B. Contract Term
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 in writing at least sixty (60) days 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.
C. Project Initiation and Completion
Work shall begin annually upon the issuance of a purchase order by the City and must be
completed within eight (8) weeks.
D. Price Escalation and De-escalation
Pricing described in this contract 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 management and technical
consulting services (PCU5416). The price will be increased or decreased based upon the
annual percentage change in the PPI. The maximum 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
contractor 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. Respondent
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
Contract # 6110
DocuSign Envelope ID: AC7404B9-618F-4634-978F-9527C7631E1D
EXHIBIT 4
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.
The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation
number.
The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes.
Contract # 6110
DocuSign Envelope ID: AC7404B9-618F-4634-978F-9527C7631E1D
EXHIBIT 4
Exhibit C
Modified General Provisions
1. INTELLECTUALLY PROPERTY INDEMNIFICATION
The contractor will indemnify, defend and hold harmless the City of Denton, and its
authorized users, against any action or claim brought against the City of Denton, or its
authorized users that is based on a claim that software infringes any patent rights, copyright
rights or incorporated misappropriated trade secrets. Contractor will pay any damages
attributable to such claim that are awarded against the City of Denton or its authorized
users, in a judgment or settlement. If the City of Denton or its authorized usersÓ utilization
of the software becomes subject to a claim, the Contractor shall, at its sole expense (1)
procure for City of Denton or its authorized users, the right to continue using such software
under the terms of this Contract; or (2) replace or modify the software so that it is non-
infringing.
2. RIGHTS TO DATA, DOCUMENTS, AND COMPUTER SOFTWARE
(GOVERNMENTAL ENTITY OWNERSHIP)
City of Denton will have and retain ownership of City of Denton Intellectual Property owned by
City of Denton on the effective date and Contractor will have and retain ownership of all
Contractor Intellectual Property Rights owned by Contractor on the effective date. ÐIntellectual
Pr opertyÑ means know how, methods, processes, techniques, proprietary information,
specifications, protocols, schematics, diagrams, inventions (whether or not patentable),
apparatuses, hardware, tools, devices, formulae, algorithms, software, software code (in any form
including source code or executable code), user interfaces, and other forms of technology.
Notwithstanding the foregoing, City of Denton shall own all Intellectual Property (and associated
Intellectual Property rights) created specifically for City of Denton by Contractor under this
Agreement except any embedded Contractor intellectual property which will be retained by
contractor. To the extent Contractor Materials are embedded in the deliverables or Work Product
provided in connection with the Services performed under this Agreement, Contractor grants to
City of Denton a non-exclusive, non-transferable, limited license to use such Contractor Materials
as so embedded for the sole purpose of running, demonstrating, using, or obtaining the benefit of
such deliverables or Work Product in the manner intended and internally only. Any software,
research, reports studies, data, photographs, negatives or other documents, drawings or materials
prepared specifically by contractor in the performance of its obligations under this contract shall
be the exclusive property of the City of Denton and all such materials shall be delivered to the City
by the contractor upon completion, termination, or cancellation of this contract upon payment for
such services with the exception of any embedded contractor Intellectual Property which shall
remain the exclusive property of contractor . Contractor may, at its own expense, keep copies of
all its writings for its personal files. Contractor shall not use, willingly allow, or cause to have such
materials used for any purpose other than the performance of contractorÓs obligations under this
contract without the prior written consent of the City; provided, however, that contractor shall be
allowed to use non-confidential materials for writing samples in pursuit of the work.
The ownership rights, except to any embedded contractor Intellectual Property, described herein
shall include, but not be limited to, the right to copy, publish, display, transfer, prepare derivative
works, or otherwise use the works.
Contract # 6110
DocuSign Envelope ID: AC7404B9-618F-4634-978F-9527C7631E1D
EXHIBIT 4
3. QUANTITIES
The quantities indicated on the Pricing Sheet (Exhibit 1) 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 prices. Individual purchase orders will be issued on
an as needed basis.
4. ADDING NEW PRODUCTS OR SERVICES TO THE CONTRACT AFTER AWARD
Following the Contract award, additional services or products of the same general category that
could have been encompassed in the award of this contract, and that are not already on the contract,
may be added. A formal written request may be sent to the Contractor to provide a proposal on the
additional services and shall submit proposals to the City of Denton as instructed. All prices are
subject to negotiation with a Best and Final Offer (ÐBAFOÑ). The City of Denton may accept or
reject any or all pricing proposals, and may issue a separate solicitation for the services/products
after rejecting some or all of the proposals. The commodities and services covered under this
provision shall conform to the statement of work, specifications, and requirements as outlined in
the request. Contract changes shall be made in accordance with Local Government Code 252.048.
5. CONTRACTOR STANDARDS OF PERFORMANCE
Monthly Time Standards - Contractors shall fully understand that the City relies on the product or
service of the solicitation to provide vital municipal services, and the availability and reliability of
the equipment is of the essence. With this in mind, the Contractor shall meet the following
performance standards at all times. Labor disputes, strikes, and other events, except those beyond
the Contractor's control such as acts of God, shall not relieve the Contractor from meeting these
standards. For service category, the Contractor must ensure the given level of service is achieved,
within the designated number of working hours.
Contractor shall deliver goods or services within specified delivery times for 95% of all orders.
6. ADDITIONAL GENERAL REQUIREMENTS
a. Prior to commencement of the services, the City and selected individual or business will
conduct an initial meeting to review the overall scope, schedule, deliverables and planning
process to implement a successful program.
b. The awarded Contractor shall provide to the City of Denton, detailed reports of time and
services provided to the City on a weekly basis.
7. PAYMENT AND PERFORMANCE REQUIREMENTS
a. PAYMENT AND INVOICES:
Payment processing: The City review, inspection, and processing procedures for invoices
ordinarily require thirty (30) days after receipt of invoices, materials, or services.
Contractor wills submit monthly (every four weeks) invoices via email for all projects
based upon the percentage of work completed and work in progress as well as expenses
incurred up thorough the date of invoice. For fixed price, Consultants final invoice will be
reconciled against progress invoices so that the sum of all invoices equals the total fixed
price amount. Contractor is pleased offer City of Denton prompt payment discount terms
of 1.5% 15, net 30 for all consulting invoices paid within fifteen (15) days from date of
Contract # 6110
DocuSign Envelope ID: AC7404B9-618F-4634-978F-9527C7631E1D
EXHIBIT 4
contractors invoice. Invoices paid after fifteen (15) days are no longer eligible for the
prompt payment discount. Subscription services, Managed services, Client Portal Services
and other non-standard products and materials are not eligible for the prompt payment
discount. Submissions which call for payment before thirty (30) days from receipt of
invoice, or cash discounts given on such payment, will be considered only if, in the opinion
of the Purchasing Manager, the review, inspection, and processing procedures can be
completed as specified. It is the intention of the City of Denton to make payment within
thirty days after receipt of valid invoices for which items or services have been received
unless unusual circumstances arise. The 30 day processing period for invoices will begin
on the date the invoice is received or the date the items or services are received, whichever
is later.
Direct deposit for payments: Contractors are encouraged to arrange for receiving
payments through direct deposit. Information regarding direct deposit payments is
available from the City of Denton Purchasing website: www.dentonpurchasing.com.
Invoices shall be sent directly to the City of Denton Accounts Payable Department via
email delivery to facilitate the processing of all invoices. Mail address for accounts payable
is City of Denton, Accounts Payable Department 215 E McKinney St, Denton, TX, 76201-
4299. A pro-forma invoice shall be sent to the contract administrator as identified in the
Notice to Proceed. It is the intention of the City of Denton to make payment on completed
orders within thirty days after receipt of invoice or items; whichever is later, unless unusual
circumstances arise. Invoices must be fully documented as to labor, materials, and
equipment provided, if applicable, and must reference the City of Denton Purchase
Order Number in order to be processed. No payments shall be made on invoices not
listing a Purchase Order Number.
Contract # 6110
DocuSign Envelope ID: AC7404B9-618F-4634-978F-9527C7631E1D
EXHIBIT 4
Modified 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 for one
year with the option to renew the contract for up to two additional one-year terms unless terminated
earlier in accordance with Special Terms and Conditions (Exhibit A) Section B. Contract Term.
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.
6.DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be
shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and
Contract # 6110
DocuSign Envelope ID: AC7404B9-618F-4634-978F-9527C7631E1D
EXHIBIT 4
Conditions. Unless otherwise stated 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 obli gations 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 facilities.
10.WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the performance
of the services which they will perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while
engaged in participating or responding to a solicitation or while in the course and scope of
delivering goods or services under a City of Denton contract or on the City's property .
i. use or possess a firearm, including a concealed handgun that is licensed under state law,
except as required by the terms of the contract; or
ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled
substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on
the job.
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
Contract # 6110
DocuSign Envelope ID: AC7404B9-618F-4634-978F-9527C7631E1D
EXHIBIT 4
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 Res ponsibility 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. §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 monthly (every four weeks) progress invoices for all projects based
upon the percentage of work completed as well as for the travel and incidental expenses incurred
up through the date of invoice. For fixed price bids, ContractorÓs final invoice shall be reconciled
against the progress invoices so that the sum of all invoices equals the total fixed price bid amount.
Contractor shall submit invoices electronically to City Ós Account Payable email address.
Contractor shall submit invoices separate invoices in duplicate on each purchase order or purchase
release on a monthly (every four week) cycle. 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 DepartmentÓ s Name, and
the name of the point of contact for the Department. Invoices shall be itemized in accordance
with the contractorÓs rate table applicable for each contract year as shown in Exhibit F Î
ContractorÓs Best and Final Offer. Transportation charges, if any, and other project related time
and expense shall be listed separately. A copy of the bill of lading and the freight waybill, when
applicable, shall be attached to the invoice. Fixed price invoices shall not require itemization and
copies of receipts. 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. 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.
D. Definition of Fixed Price Projects: A fixed price project is a contracted project where the
payment amount is mutually agreed upon by both parties and does not depend on resources used
or time expended. Such contracts may include contingency funds (based upon estimated risks)
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that are included in the contract and payable to the Service Provider without offset. As such, the
total value of the fixed price together with any change orders, will always be the minimum value
invoiced to the Client. This fixed price contract differs or is opposed to a Time and Material
Contract where the project fees are based upon the resources, time and expenses expended on the
project and managed through the setting of budget and changing deliverables. The purpose of the
Fixed Price Contract is to align work efforts to a specific budget and cannot be affected by actions
controlled exclusively by the Service Provider. However, changes created by the ClientÓs direct
action or omission, that impact such actions as; Performance (deliverables), Time (schedule) or
Resources (external costs or tiered consultant rates) will create an opportunity for a mutually
agreeable change orders (that will not be unduly delayed or withheld) and will then be added to
the overall project budget to more clearly define Client initiated service additions or alterations.
13.PAYMENT:
A. Contractor will submit monthly (defined as every four weeks) invoices via email for all projects
based upon the percentage of work completed and work in progress as well as expenses incurred
up through the date of invoice. For fixed price, Consultants final invoice will be reconciled against
progress invoices so that the sum of all invoices equals the total fixed price amount. All proper
invoices need to be sent to Accounts Payable email address. Approved invoices will be paid within
thirty (30) calendar days of the CityÓs receipt of the deliverables or of the invoice being received
in Accounts Payable.
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; or
ii. failure of the Contractor to submit proper invoices with purchase order number, with all
required attachments and supporting documentation.
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 electronic
transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or
penalties to the City for payments made by 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 an d 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.
H. Right to Suspend Work
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In the event that City does not render full payment of undisputed charges within sixty (60) days of
the invoice date, Contractor may, after notifying City, cease any and all Services until such account
is brought current and, notwithstanding any other provisions herein, at Contractor's election, may
terminate this Agreement or the affected Service Attachment(s) immediately upon written notice.
It is expressly understood that CityÓs non-payment of amounts owing under this Agreement in
accordance with the terms of payment shall constitute a Material Breach of this Agreement.
14.TRAVEL EXPENSES: All travel, travel labor, and project related expenses related to the
services including lodging and per diem expenses in connection with the Contract shall be paid by
the Contractor, and reimbursed by the City. 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. Fixed price projects
shall be progress invoices for which all labor and expense costs will be included in the fixed price
and submitted in interim billings with reconciliation for final invoicing to ensure invoices do not
exceed the fixed price for the quoted services. Notwithstanding the foregoing, expenses for the
time spent by the contractor in traveling to and from City facilities shall be reimbursed, in
accordance with contractorÓs project plan and statement of work.
15.FINAL PAYMENT AND CLOSE-OUT:
A. If a DBE/MBE/WBE Program Plan is applicable to the services being performed and 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) arising
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 applicable to the services being performed
and included in 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
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other evidence pertaining to the Contract, and to allow the City similar access to those documents.
The cost of the audit will be borne by the City.
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 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
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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.
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.
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 CityÓs 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
manufact urerÓs 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. Contractor warrants that it will perform the Services with due care and in a
competent and professional manner, and in accordance with this Agreement, the applicable Work
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Order, and applicable laws. THE WARRANTIES SET FORTH IN THIS SECTION ARE THE
SOLE AND EXCLUSIVE WARRANTIES GIVEN BY CONTRACTOR WITH RESPECT TO
THE SERVICES, AND CONTRACTOR hereby disclaims all OTHER warranties, express or
implied, arising by operation of law or otherwise, including, without limitation, ANY
WARRANTY OF TITLE AND NON-INFRINGEMENT, AS WELL AS the implied warranties
of merchantability and fitness for a particular purpose, IRRESPECTIVE OF WHETHER THE
PURPOSE OR USE HAS BEEN DISCLOSED TO CONTRACTOR IN SPECIFICATIONS,
DRAWINGS, OR OTHERWISE. All claims on account of non-conforming Services or for
breach of warranty must be made by City to Contractor in writing within thirty (30) days from
performance of the Services in question to City, specifying the breach in reasonable detail, and
City shall give Contractor a reasonable opportunity to perform any appropriate inspections with
regard to the Services in respect of which a claim is made. Failure by Contractor to give such
written notice within the survival period of the warranty as set forth above shall be deemed an
absolute and unconditional waiver of any claim by Contractor for breach of warranty or for any
non-conforming Services. Contractor shall, at its sole option, have the right to re-perform or
correct any non-conforming Services, to refund the purchase price, or to grant a reasonable
allowance on account of such non-conforming Services (e.g., a discount on future Services).
ContractorÓs liability and CityÓs exclusive remedy for any tender of non-conforming Services or
for breach of warranty shall be solely limited to re-performance, correction, refund, or allowance.
A.
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 and City
shall mutually agree on any settlement related to acceptance of incomplete or non-conforming
deliverables. If any such acceptance and mutual agreement of settlement occurs prior to final
payment, the City may deduct such agreed upon to compensate the City for the diminished value
of the defective or non-conforming deliverables. If the acceptance and mutual agreement of
settlement 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.
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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 fifteen (15) calendar
days, unless otherwise specified, after the date of such notice, unless the Contractor, within such
fifteen (15) 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.
28.TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the
Contract, in whole or in part, without cause any time upon thirty (30) calendar 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,
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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
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.Contractor and City agree that each party shall be responsible for their own actions, but not
for the other partyÓs actions. 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 CONT RACTORÓS
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. Due to the lack of clear, specific performance criteria in the North
American Reliability Corporation (NERC) Reliability Standards and the inherent
inconsistencies in the NERC and Regional compliance auditing processes and findings, as well
as the correct implementation of Contractor Ós recommendations by the City, the City shall not
be entitled to recovery or reimbursement from the Contractor for any penalties assessed
against Client by the North American Electric Reliability Corporation, Regional Organization,
Federal Energy Regulatory Commission, or any other body.
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
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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
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 indicated 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.
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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 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 address as a party may notify the other in writing. Notices
to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked
to the attention of the Purchasing Manager.
35.RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material
submitted by the Contractor to the City shall become property of the City upon receipt. Any
portions of such material claimed by the Contractor to be proprietary must be clearly marked as
such. Determination of the public nature of the material is subject to the Texas Public Information
Act, Chapter 552, and Texas Government Code.
36.NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents
and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title
to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the
specifications in the Contract will not infringe, directly or contributorily, any patent, trademark,
copyright, trade secret, or any other intellectual property right of any kind of any third party; that
no claims have been made by any person or entity with respect to the ownership or operation of
the deliverables and the Contractor does not know of any valid basis for any such claims. The
Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and
against all liability, damages, and costs (including court costs and reasonable fees of attorneys and
other professionals) arising out of or resulting from: (i) any claim that the 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. Further, 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
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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 under all circumstances be at
least reasonable measures to ensure the continued confidentiality of the Confidential Information.
38.OWNERSHIP AND USE OF DELIVERABLES:
A. Base Authorship
City will have and retain exclusive ownership of all City Intellectual Property owned by City on
the Effective Date and Intellectual Property rights therein, and Contractor will have and retain
exclusive ownership of all Contractor Intellectual Property owned by Contractor on the Effective
Date and all Intellectual Property rights therein. ÐIntellectual PropertyÑ means know how,
methods, processes, techniques, proprietary information, specifications, protocols, schematics,
diagrams, inventions (whether or not patentable), apparatuses, hardware, tools, devices, formulae,
algorithms, software, software code (in any form including source code or executable code), user
interfaces, and other forms of technology. Notwithstanding the foregoing, City shall own all
Intellectual Property (and associated Intellectual Property rights) created specifically for City by
Contractor under this Agreement except any embedded Contractor intellectual property which will
be retained by Contractor. To the extent Contractor Materials are embedded in the deliverables or
Work Product provided in connection with the Services performed under this Agreement,
Contractor grants to City a non-exclusive, non-transferable, limited license to use such Contractor
Materials as so embedded for the sole purpose of running, demonstrating, using, or obtaining the
benefit of such deliverables or Work Product in the manner intended and internally only.
B. The City shall own all rights, titles, and interests throughout the world in and to the deliverables
made specifically for City with the exception of any embedded Contractor Intellectual Property
which contractor shall retain ownership.
C. 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.
D. 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, except
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for any embedded Contractor Intellectual Property for which Contractor shall retain ownership
and provide a limited license to City 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, except for any embedded Contractor Intellectual Property. 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, except for any embedded Contractor Intellectual Property, 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.
E. 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 except for any embedded Contractor Intellectual Property which
Contractor shall retain ownership. 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.
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
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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 Conflict of
Interest Questionnaire.
44.INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an
employer/employee relationsh ip, 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 compensation, or any other City employee benefit. The City shall not have supervision and
control of the Contractor or any employee of the Contractor, and it is expressly understood that
Contractor shall perform the services hereunder according to the attached specifications at the general
direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The
contractor is expressly free to advertise and perform services for other parties while performing
services for the City.
45.ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the
benefit of the City and the Contractor and their respective successors and assigns, provided
however, that no right or interest in the Contract shall be assigned and no obligation shall be
delegated by the Contractor without the prior written consent of the City. Any attempted
assignment or delegation by the Contractor shall be void unless made in conformity with this
paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity
not a party hereto; it being the intention of the parties that there are no third party beneficiaries to
the Contract.
46.WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole
or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration and is in writing signed by the aggrieved party. No waiver by either
the Contractor or the City of any one or more events of default by the other party shall operate as,
or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an
express or implied acceptance of any other existing or future default or defaults, whether of a
similar or different character.
47.MODIFICATIONS: The Contract can be modified or amended only by a writing signed by
both parties. No pre-printed or similar terms on any the Contractor invoice, order or other
document shall have any force or effect to change the terms, covenants, and conditions of the
Contract.
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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 parti es will bear their own costs of
participation such as fees for any consultants or attorneys they may utilize to represent them or
otherwise assist them in the mediation.
50.JURISDICTION AND VENUE: The Contract is made under and shall be governed by the
laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted
in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would
refer to and apply the substantive law of another state or jurisdiction. All issues arising from this
Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit
to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City to seek and secure
injunctive relief from any competent authority as contemplated herein.
51.INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract
shall in no way affect the validity or enforceability of any other portion or provision of the
Contract. Any void provision shall be deemed severed from the Contract and the balance of the
Contract shall be construed and enforced as if the Contract did not contain the particular portion
or provision held to be void. The parties further agree to reform the Contract to replace any stricken
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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.
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 -
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(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
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.
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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
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
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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.
68. NON-SOLICITATION: Contractor and City agree that all personnel assigned to support
City are contractors and shall remain the exclusive employees and/or resources of Contractor
(ÐContractor PersonnelÑ). City will not solicit Contractor Personnel in any manner, except through
Contractor, for a minimum of two (2) years after the conclusion of the contractual relationship
between Contractor and City.
69. SPECIALIZED TERMS FOR CYBER SECURITY VULNERABILITY ASSESSMENTS
(CSVA): The following terms and conditions apply to the CSVA Services provided by Contractor
to City:
a. Contractor represents that it will use commercially reasonable efforts to avoid a negative
impact to CityÓs and any HostÓs (defined below) systems and networks.
b. City shall grant Contractor access to the Systems as necessary to support Contractor in
providing the CSVA Services. In providing the CSVA Services, Contractor will not permit any
third party, including, but not limited to, subcontractors, temporary employees, or other persons
who are not full-time employees of Contractor or any of its affiliates, to access the Systems
(defined below) unless specifically authorized by City in writing. Contractor shall take reasonable
steps necessary to secure its own networks and its access to CityÓs Systems to prevent any person
not authorized by City from gaining access to CityÓs Systems.
c.The CSVA Services may include ContractorÓs use of various proprietary intrusion testing
methods to evaluate the security of the network and devices residing on the network. Contractor
may also use underground hacker tools that are employed by underground computer attackers. As
a part of the CSVA Services, Contractor is hereby authorized to perform a network vulnerability
assessment on the computer hardware, applications, and systems associated with the IP addresses
identified by City (th e ÐSystems,Ñ and such IP addresses, the ÐIdentified IP AddressesÑ). City
represents that it owns the Systems or has the exclusive right to and use of the Systems through a
hosting service identified by City (a ÐHostÑ), and that no IP addresses other than t he Identified IP
Addresses have been assigned to the Systems. Contractor is not responsible for Adverse
Consequences (defined below) resulting from inaccurate information regarding IP addresses
furnished by City or any Host.
d. City agrees to give Contractor reasonable access to the facilities containing the Systems to
perform the CSVA Services during a timeframe mutually agreed upon between City and
Contractor (the ÐAuthorization WindowÑ). Contractor will coordinate with City and any identified
Host regarding scripts and auditing tools in order for City or the Host to coordinate security access
permissions. Prior to the Authorization Window, City agrees to notify appropriate personnel
within its organization and any Host of the CSVA Services, including without limitation any Host
master, systems administrator, technical manager, and security manager.
e. Each party shall designate a staff member to serve as the point of contact during the period
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of this engagement (the ÐRepresentativeÑ). CityÓs Re presentative will have decision-making power
on CityÓs behalf for matters relating to the CSVA Services and will be asked to sign-off on
deliverables.
f. Unless caused by gross negligence or deliberate malfeasance of Contractor personnel, (i)
City assumes all risk for Adverse Consequences, (ii) neither Contractor nor any Host will bear
responsibility for any Adverse Consequences, and (iii) City releases and holds harmless
Contractor, ContractorÓs personnel, and any Host from all Adverse Consequences. For pu rposes
of this Addendum, ÐAdverse ConsequencesÑ means any and all damages, losses, and liabilities
resulting from the CSVA Services (including any requested audit, study, or assessment), including,
without limitation, System down time, loss of business, connectivity loss, degradation of
bandwidth, System loss and crashes, and loss of, or loss of access to, information. City
acknowledges that if any Identified IP Address is a broadcast address, router address, or switch
address, then Adverse Consequences may include damages, losses, and liabilities to, in respect of,
or attributable to any connected machines, applications, or network computer systems. City further
acknowledges that older systems or components (legacy systems) tend to cause more Adverse
Consequences than state-of-the-art systems or components.
g. The results of CSVA Services performed during the Authorization Window constitute a
ÐsnapshotÑ in time, and City acknowledges that any changes to the Systems (e.g., updates,
permission changes, and upgrades) may render any audit, sturdy, or assessment out-of-date.
h. City reserves the right to halt, on demand at any time, any audit, study, or assessment being
conducted by Contractor as part of the CSVA Services.
i. In the event Contractor discovers vulnerabilities and security breaches during any audit,
study, or assessment, Contractor will notify CityÓs Representative of such vulnerabilities and
security breaches, but Contractor will not bear responsibility for such vulnerabilities or security
breaches or any damages, losses, or liabilities attributable thereto. In the event that Contractor
notices or creates any circumstance involving damage or service degradation to the Systems,
Contractor will promptly report such matter to CityÓs Representative. In the event City or any Host
experiences network problems as a result of any audit, study, or assessment by Contractor,
Contractor will use reasonable efforts to assist City and any Host to restore the Systems, subject
to the terms and conditions of this Addendum and the Master Agreement.
j. Contractor agrees to take reasonable steps necessary to safeguard any confidential
information obtained by Contractor regarding CityÓs Systems, including, without limitation, the
results of any audit, study, or assessment performed by Contractor under this Agreement. All
confidential information obtained as a result of the work performed hereunder will be maintained
in a confidential manner and made available only to authorized personnel on a Ðneed-to-knowÑ
basis. No information will be disclosed to any third party without the written consent of City,
except to the extent required by law or court order.
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 modified standard terms and conditions
4. Purchase order
5. Supplier terms and conditions
Contract # 6110
DocuSign Envelope ID: AC7404B9-618F-4634-978F-9527C7631E1D
EXHIBIT 4
Contract # 6110
DocuSign Envelope ID: AC7404B9-618F-4634-978F-9527C7631E1D
EXHIBIT 4
Exhibit D
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 # 6110
DocuSign Envelope ID: AC7404B9-618F-4634-978F-9527C7631E1D
EXHIBIT 4
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 # 6110
DocuSign Envelope ID: AC7404B9-618F-4634-978F-9527C7631E1D
EXHIBIT 4
\[X\] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined Single
Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic
and umbrella or excess policies. The policy will include bodily injury and property damage
liability arising out of the operation, maintenance and use of all automobiles and mobile
equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
any auto, or
all owned hired and non-owned autos.
\[\] Workers 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 # 6110
DocuSign Envelope ID: AC7404B9-618F-4634-978F-9527C7631E1D
EXHIBIT 4
\[ \] 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 o n the existing CGL coverage; through and
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 em 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.
Contract # 6110
DocuSign Envelope ID: AC7404B9-618F-4634-978F-9527C7631E1D
EXHIBIT 4
ATTACHMENT 1
\[\] 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.
E. The contractor shall obtain from each person providing services on a project,
and provide to the governmental entity:
Contract # 6110
DocuSign Envelope ID: AC7404B9-618F-4634-978F-9527C7631E1D
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
Contract # 6110
DocuSign Envelope ID: AC7404B9-618F-4634-978F-9527C7631E1D
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 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 # 6110
DocuSign Envelope ID: AC7404B9-618F-4634-978F-9527C7631E1D
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 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 # 6110
EXHIBIT 4
DocuSign Envelope ID: AC7404B9-618F-4634-978F-9527C7631E1D
EXHIBIT 4
Certificate Of Completion
Envelope Id: AC7404B9618F4634978F9527C7631E1DStatus: Sent
Subject: City Council Docusign Item - 6110 Cyber Vulnerability Assessment
Source Envelope:
Document Pages: 39Signatures: 2Envelope Originator:
Certificate Pages: 6Initials: 0Cindy Alonzo
AutoNav: EnabledCynthia.Alonzo@cityofdenton.com
EnvelopeId Stamping: EnabledIP Address: 129.120.6.150
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
Record Tracking
Status: OriginalHolder: Cindy AlonzoLocation: DocuSign
7/6/2016 12:04:49 PM Cynthia.Alonzo@cityofdenton.com
Signer EventsSignatureTimestamp
Cindy AlonzoSent: 7/6/2016 12:20:08 PM
Completed
cynthia.alonzo@cityofdenton.comViewed: 7/6/2016 12:20:20 PM
BuyerSigned: 7/6/2016 12:22:01 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:
Kimberlee RoeSent: 7/6/2016 12:22:03 PM
kroe@corpenterprisesec.comViewed: 7/6/2016 12:49:59 PM
SVP-CAOSigned: 7/6/2016 12:59:05 PM
Security Level: Email, Account Authentication
Using IP Address: 135.26.230.62
(Optional)
Electronic Record and Signature Disclosure:
Accepted: 7/6/2016 12:49:59 PM
ID: 4d113f20-5f71-4149-8ec6-cc65679e0b18
John KnightSent: 7/6/2016 12:59:09 PM
john.knight@cityofdenton.comViewed: 7/6/2016 1:06:47 PM
Deputy City AttorneySigned: 7/6/2016 1:07:20 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: 7/6/2016 1:07:22 PM
julia.winkley@cityofdenton.comViewed: 7/6/2016 1:29:09 PM
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Howard Martin
howard.martin@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
EXHIBIT 4
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:
StatusTimestamp
StatusTimestamp
StatusTimestamp
StatusTimestamp
Julia WinkleySent: 7/6/2016 12:59:07 PM
julia.winkley@cityofdenton.comViewed: 7/6/2016 1:02:09 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: 7/6/2016 12:59:07 PM
sherri.thurman@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:
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
Jennifer Bridges
jennifer.bridges@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
EXHIBIT 4
StatusTimestamp
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:
David Wright
David.Wright@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Nicole McFarlane-Holm
nmcfarlane@corprisk.net
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Stephanie Padgett
Stephanie.Padgett@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Timestamp
StatusTimestamps
Envelope SentHashed/Encrypted7/6/2016 1:07:22 PM
EXHIBIT 4
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
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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 4
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
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In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
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To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
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To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
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must state your e-mail, full name, IS Postal Address, telephone number, and account
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consequences of your withdrawing consent for online documents will be that transactions
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Browsers (for SENDERS): Internet Explorer 6.0? or above
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** These minimum requirements are subject to change. If these requirements change, we will
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providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
EXHIBIT 4
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To confirm to us that you can access this information electronically, which will be similar to
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City Hall
City of Denton
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
Legislation Text
File #:ID 16-813,Version:1
Agenda Information Sheet
DEPARTMENT:Engineering Services
CM/ ACM:Jon Fortune
Date:July 19, 2016
SUBJECT
ConsideradoptionofanOrdinanceoftheCityCouncilofDenton,TexasauthorizingtheCityManagerto
executeanddeliveran“AgreementforFurnishingandInstallingTrafficSignalEquipmentbyaMunicipality”
betweentheCityofDentonandtheTexasDepartmentofTransportation(TxDOT)regardingtheCity’srequest
forreimbursementofthecostofinstallingtrafficsignalequipmentdirectlyrelatedtotheoperationoftwo
intersectionsonFM2499withintheCitythatarespecifiedinsaidagreement;authorizingtheexpenditureof
fundstherefor;providinganeffectivedate(Project-FM2499atStateSchoolRoadandUnicornLake
Boulevard in the amount of $43,235.20).
BACKGROUND
TheTexasDepartmentofTransportationisproceedingwiththeconstructionofFM2499,Section5between
FM2181andIH35E.TheconstructioncontractwasawardedtoWebber,LLCintheamountof
$34,857,000.00.ConstructionbeganonApril20,2015,andconstructioncompletioniscurrentlyexpectedby
March 2017.
PartoftheprojectinvolvestheinstallationofnewtrafficsignalsattheintersectionsofFM2499withState
SchoolRoadandUnicornLakeBoulevard.Thecostofthedesignandconstructionofthesesignalsisincluded
intheTxDOTproject.However,theCityofDentonusesaspecificmanufacturer’sequipmentfortrafficsignal
controlcabinets,signalcontrollers,conflictmonitors,advancedradardetectionandvideocamerasattraffic
signalswithinthecitylimitsforuniformityofsoftware,partsandmaintenance.Forthisreason,theCitywill
supplythedesiredequipmentforinstallationbytheState(listedinExhibitAoftheagreement)atthese
intersections.TheattachedagreementprovidesfortheCitytobereimbursedforthesematerialsinthetotal
projected amount of $43,235.20.
After approval at City Council and execution, the agreement will be routed to TxDOT for further execution.
OPTIONS
1.Approve the Agreement for Furnishing and Installing Traffic Signal Equipment by a Municipality.
2.Reject the Agreement for Furnishing and Installing Traffic Signal Equipment by a Municipality.
RECOMMENDATION
City of DentonPage 1 of 2Printed on 7/14/2016
powered by Legistar™
File #:ID 16-813,Version:1
StaffrecommendsapprovaloftheAgreementforFurnishingandInstallingTrafficSignalEquipmentbya
MunicipalitybetweentheCityofDentonandtheTexasDepartmentofTransportationintheamountof
$43,235.20fortheprovisionofthedesiredtrafficsignalequipmentattheintersectionsofFM2499withState
School Road and Unicorn Lake Boulevard.
ESTIMATED SCHEDULE OF PROJECT
TxDOTwillscheduletheinstallationofequipmenttowardstheendoftheconstructionproject,whichis
currently expected to be completed in March 2017.
FISCAL INFORMATION
The source of funding for the City’s preferred equipment is the Traffic Operations Division’s operating budget,
with reimbursement by TxDOT.
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:1.6 Collaborate with local, regional, state, and federal partners
EXHIBITS
1.Ordinance.
2.Municipality Agreement.
Respectfully submitted:
Frank G. Payne, P.E.
City Engineer
City of DentonPage 2 of 2Printed on 7/14/2016
powered by Legistar™
ORDINANCE NO.
AN ORDINANCE OF THE CITY COUNCIL OF DENTON, TEXAS AUTHORIZING THE
CITY MANAGER TO EXECUTE AND DELIVER AN "AGREEMENT FOR FURNISHING
AND INSTALLING TRAFFIC SIGNAL EQUIPMENT BY A MUNICIPALITY" BETWEEN
THE CITY OF DENTON AND THE TEXAS DEPARTMENT OF TRANSPORTATION
(TXDOT) REGARDING THE CITY'S REQUEST FOR REIMBURSEMENT OF THE
COST OF INSTALLING TRAFFIC SIGNAL EQUIPMENT DIRECTLY RELATED
TO THE OPERATION OF TWO INTERSECTIONS ON FM 2499 WITHIN THE
CITY THAT ARE SPECIFIED IN SAID AGREEMENT; AUTHORIZING THE
EXPENDITURE OF FUNDS THEREFOR; PROVIDING AN EFFECTIVE DATE.
WHEREAS, the State owns and maintains a system of highways and roadways,
including FM 2499 in the City of Denton; and
WHEREAS, the City has requested the State to reimburse the cost of furnishing and
installing traffic signal equipment at the intersection(s) of FM 2499 at State School Road and
WHEREAS, the State and City wish to cooperate in the construction of this Project; and
WHEREAS, The City desires that equipment be provided that is compatible with
standard signal operation and/or existing City equipment; and
WHEREAS, it is in the best interest of the City and the State for the City to assist the
State by furnishing and installing traffic signal equipment on the Project; and
WHEREAS, the Texas Transportation Commission passed Minute Order No.112844,
approving the Project; and
WHEREAS, the State is authorized to enter into an agreement with the City for the
Project pursuant to Transportation Code, §221.002;
WHEREAS, the City Council having considered the "Agreement for Furnishing and
Installing of Traffic Signal Equipment by a Municipality" (the "Agreement") that is required by
the Texas Department of Transportation ("TXDOT"), and considering the importance of the
Project to the citizens of Denton, Texas, is of the opinion that it should approve the above-
referenced Agreement by and between the City and TXDOT; NOW THEREFORE
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Council authorizes and approves the execution and delivery of
the " Agreement for Furnishing and Installing of Traffic Signal Equipment by a Municipality "
(the "Agreement") by and between the City of Denton, Texas and the Texas Department of
Transportation ("TXDOT"), by the City Manager, or his designee; a copy of the said
Agreement is attached hereto as Exhibit "A" and is incorporated by reference herein; said
Agreement being in the amount of
$43,235.20.
1
SECTION 2. The City Manager is hereby authorized by the City Council to perform
said Agreement and to expend funds, and to make such payments as are necessary as provided
for under the said Agreement.
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
PASSEDAND APPROVED this the _____ day of ___________, 2016.
ΗΗΗΗΗΗΗΗΗΗΗΗΗΗΗΗΗΗΗΗΗΗΗΗΗΗΗΗΗΗΗΗΗΗΗΗΗΗ
CHRIS WATTS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: ________________________________
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: ________________________________
2
CSJ #0134-09-034
District# 18/DAL
Code Chart 64#11400
Project: US 380 From Bonnie
Brae to US 377
Not Research and Development
STATEOFTEXAS §
COUNTYOFTRAVIS §
LOCAL PROJECT ADVANCE FUNDING AGREEMENT FOR
.VOLUNTARY LOCAL GOVERNMENT CONTRrBUTfONS
TO TRANSPORTATfON JMPROVEMENT
PROJECTS WITH NO REQUIRED MATCH
THIS AGREEMENT is made by and between the State of Texas, acting through the Texas
Department of Transportationcalled the and the City of Denton, acting by and through their
duly authorized officials, caned the "Local Government."
WITNESSETH
WHEREASt Texas Transportation CodeChapter 201 and 222 author1zes the State to lay out,
1
construct, maintain, and operate a system of streets, roads, and highways that comprise the State
Highway System; and,
WHEREAS, Texas Government Code Chapter 791 and Texas Transportation Code §2.01.209 and
Chapter 221, authorizes the State to contract with municlpalities and political subdivisions; and,
WHEREAS Texas Transportation Commission Minute Order Number 113074 authorizes the State to
undertake and complete a highway improvement generally described as US 380 from west of Bonnie
Brae to US 377 reconstruction and widening from four lanes divided to six lanes divided urban; and,
WHEREASthe LocaGovernment has requested that the State allow the Local Government to
1
participate in said improvement by funding that portion of the improvement described as condurts and
ground boxes at US 380 from Bonnie Brae to US 377, called the "Projecf'; and,
WHEREAS, the State has determlned that such participation fs in the best Interest of the citizens of
the State
NOW, THEREFORE, in conslderatron of the premises and of the mutual covenants and agreements
of the parties hereto, to be by them respectivery kept and perlom1ed as hereinafter set forth, the
State and the Local Government do agree as fotlows:
AGREEMENT
1. Time Period Covered
The period of this Local Project Advance Funding Agreement (LPAFA) is as stated in the Master
Agreement Governing Lacar Transportation Project Advance Funding Agreements {MAFA).
wit out exception.
2. Project Funding and Work Responsibilfties
The State will authorize the performance of ony those Project items of work which the Lo ";;al
Government has requested and has agreed to pay for as described in Attachment A, Payment
Provision and Work Responsibifltfes which rs attached to and made a part of this contract. In
addition to identifying those items of work paid for by payments to the State, Attachment A,
AFA-LPAFA_VoiProj Page 1 of 5 Re\\11sed 04/01/11
CSJ #0134-09 034
Dfstrlct # 18/DAL
Code Chart 64#1'1400
Project US 380 From Bonnie
Brae to US 377
Not Research and Development
Payment Provision and Work Responsibilities, also specifies those Project items of work that are
the responsibility of the Local Government and will be carried out and completed by the Local
Government, at no cost to the State.
3. Payment of Funds
Whenever funds are paid by the Local Govemment to the State under this agreement, the Local
Government shall remit a check or warrant made payabe to the Texas Department of
Transportation Trust Fund_·The check or warrant shall be deposited by the State in an escrow
account 1o be managed by the State. Funds in the escrow account may only be applied by the
State to the Project. If, after final Project accounting, excess funds remain in the escrow
account, those funds may be applied by the State to the Local Government's contractual
obligations to the State under another advance funding agreement with approval by appropriate
personneof the Local Government.
4. Rjght of Access
Jf the Local Government is the owner of any part of the Project site, the Local Government shall
permft the State or its authorized representative access to the sH:e to perform any activities
required to execute the work.
5.Adjustments Outside the Project Site
The Local Government will provide for all necessary right of way and utility adjustments needed
for performance of the work on sites not owned or to be acquired by the State.
6. Responsibilities of the Parties
Responsibilities of the Partfes wiU be under the conditions as provided for in the MAFA, without
exception.
7. Document and fnformation Exchange
The Local Government agrees to electronically deliver to the State all general notes,
specifications, contract provision requirements and related documentation In a Mrcrosoft® Word
or similar document. If requested by the Statethe Local Government will use the State's
1
document template. The Locar Government shall also provide a detalled construction time
estimate including types of actrvitles and month in the format required by the State. This
requlrement applies whether the local entity creates the documents with its own forces or by
hiring a consultant or professional provlder. At the request of the State the Local Government
1
shall submit a.ny information required by the State in the format directed by the State.
8. Inspection and Conduct of Work
Unless otherwise specifically stated in Attachment A, Payment Provision and Work
Responsibilities, to this contract, the State will supervise and inspect an work performed
hereunder and provide such engineering inspection and testing services as may be required to
ensure that the Project is accomplished in accordance with the approved plans and
specifications. All correspondence and instructions to the contractor perfonning the work wifl be
the so'e responsibi!Jty of the State. Unless otherwJse specifically stated in Attachment A to thrs
contract, all work will be performed ln accordance with the Standard Specifications for
AFA-LPAFA_VoiProj Page 2 of5 Revised 04/01/11
CSJ #0134-09 034
District # 18/DAL
Code Chart 64#11400
Project: US 380 From Bonnie
Brae to us 377
Not Research and Development
Construction and Maintenance of Highways, Streets, and Bridges adopted by the State and
incorporated in this agreement by reference, or special speclfications approved by the State.
9. Increased Cost
Increased cost wm be under the conditions as provided for in the MAFA, without exception.
10, Maintenance
Project maintenance will be under the conditions as provided for in the MAFA, without exceptlon.
11. Termination
Termination of this LPAFA shall be under the condft:ions as stated in the MAFA, without
exception.
12. Notices
Notices ofth\[s LPAFA shall be under the conditions as stated rn the MAFA, without exception.
LocaJ Government
State:
City of Denton
Director of Contract Services
Attn: City Engineer
Texas Department of Transportation
125 E. 11th Street
215 E. McKinney
Denton, TX 76201
Austin, Texas 78701
13. Successors and Assigns
The State and the local Government each binds ftself, its successors, executors, assigns, and
adminlstrators to the other party to this agreement and to the successors, executors, asslgns,
and administrators of such other party in respect to aH covenants of th rs agreement
14. Amendments
Amendments to this LPAFA shall be made as described in the MAFA. without exception.
15. lncorporaUon of Master Agreement Provisions
This LPAFA incorporates all retevant provisions of the MAFA in effect on the date of final
execution of this LPAFA, unless such MAFA provision rs specifically excepted in this agreement
Any conflict between the terms of the MAFA and this LPAFA shall be govemed and controlled by
th!s LPAFA.
16. State Auditor
The state audttor may conduct an audit or lnvestrgation of any entity receiving funds from the
State dlrectfy under the contract or indirectly through a subcontract under the contract.
Acceptance of funds directly under the contract or indfrectry through a subcontract under this
AFA-LPAFA_VaiProj
Page 3 of5 Revised 04/01/11
CSJ #0134-09-034
District# 18/DAL
Code Chart 64#11400
Project: US 380 From Bonnie
Brae to US 377
Not Research and Development
contract acts as acceptance of the authority of the state auditor, under the direction of the
legislative audit committee, to conduct an audit or investigation in oonnection wrth those funds.
An entity that is the subject of an audlt or investigation must provide the state auditor with access
to any Information the state audftor considers re,evant to the investigation or audit
17. Insurance
If this agreement authorizes the Local Government or its contractor to perform any work on State
right of way, before beginnlng work the entity performing the work shall provide the State with a
fully executed copy of the State's Form 1560 Certfficate of rnsurance verlfying the existence of
coverage in the amounts and types specified on the Certificate of Insurance for all persons and
entities working on State right of way. Thrs coverage shall be maintained until all work on the
State right of way is complete. If coverage is not maintained, all work on State right of way shall
cease immediately, and the State may recover damages and ail costs of completing the work.
18. Signatory Warranty
Each signatory warrants that the signatory has necessary authority to execute this agreement on
behalf of the entity represented.
Revised 04/01111
AFA--LPAFA_VoiProj Page4 of 5
CSJ #0134-09-034
District# 18/DAL
Code Chart 64#11400
Project: US 380 From Bonnie
Brae to US 377
Not Research and Development
THIS AGREEMENT IS EXECUTED by the State and the Local Government ln duplicate.
Sign ture
GEOUiE (! f!llmMELL-
Typed or Prlnted Name
APP VEDAS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
I 1
Date
THE STATE Of TEXAS
Jan1ce Mullenix
Dlrector, Contract Services
General Services Division
Texas Department of Transportation
Date
AFA-LPAFA_VoiProj Revised 04/01/11
Page 5 of 5
CSJ #0134-09-034
Dfstrict # 18/DAL
Code Chart 64#11400
Project US 380 from Bonn!e
Brae to US 377
Not Research and Devefopment
Attachment A
PAYMENT PROVrSION AND WORK RESPONSIBILITIES
The Local Government will fund the improvement described as conduns and ground boxes at US 380
from Bonnie Brae to US 377. Costs wm be aiiocated based on 0% Federalfunding and 100% Local
Government fundrng.
Descrlption Total Federal State LocalPartJclpation
Estimated Participation Particrpation
Cost
Cost % % Cost
% !Cost
p%
Engineering $0 0%
0%
\\SO 0 0
{by State)
Construction $121,845.00 0% $0 100%
$0 121,845.00
%
(by Statel
ubtotal $121,845.00 0% $0 $0 $121,845.00
0% 10%
Environmental $0 0% $0 0% 0%
$0 $0
Direct State
!g_osts
()% p%
Right of Way ·so $0 \[So
P%
wo
·Direct State
Costs
\[$o
Engineering $0 0% 0%
0%
0
0
Drrect State
osts
0% % $0
Utilfty Dfrect $0 $0
%
0
§tate Costs
Construction 0% :0% 100°/o $7,237.59
$7,237.59 $0 $0
Direct State
Costs (5.94%)
100%$8,858.13 0%
Indirect State $8,858.13 0°/e
ISO 1$0
Costs (7.27%)
QO/o
$8,858.13
$137,940.72 0% ·0% 129,082.59
trOTAL
ISO
lnftiaf payment by the Local Government to the State: $129,082.59
Payrnent by the LocaiGovemment to the State before construction: $0
Estimated total payment by the Local Government to the State $129,082.59
This is an estimate. The final amount of Local Government participation wiU be based on actual
costs.
Revised 04/01/11
Page 1 of 1
AFA-LPAFA_Vo,Proj
CSJ: 2681-01-012
District: 18/Dallas
Code Chart 64: 11400
CFDA: 20.205
STATE OF TEXAS §
COUNTY OF TRAVIS §
AGREEMENT FOR FURNISHING AND INSTALLING OF
TRAFFIC SIGNAL EQUIPMENT BY A MUNICIPALITY
THIS AGREEMENT is made by and between the State of Texas, acting through the Texas
Department of Transportation, hereinafter cal Denton, Denton
County
as evidenced by Resolution/Ordinance No. , hereinafter acknowledged by
reference.
WITNESSETH
WHEREAS, the State owns and maintains a system of highways and roadways, including FM
2499 in the City of Denton; and
WHEREAS, the City has requested the State to reimburse the cost of furnishing and
installing traffic signal equipment at the intersection(s) of FM 2499 at State School Road and
Unicorn Lake Blvd
WHEREAS, the State and City wish to cooperate in the construction of this Project; and
WHEREAS, The City desires that equipment be provided that is compatible with standard
signal operation and/or existing City equipment; and
WHEREAS, it is in the best interest of the City and the State for the City to assist the State by
furnishing and installing traffic signal equipment on the Project; and
WHEREAS, the Texas Transportation Commission passed Minute Order No.112844,
approving the Project; and
WHEREAS, the State is authorized to enter into an agreement with the City for the Project
pursuant to Transportation Code, §221.002;
NOW THEREFORE, in consideration of the premises and of the mutual covenants and
agreements of the parties hereto to be by them respectively kept and performed, as
hereinafter set forth, it is agreed as follows:
Traffic-Traffic_TEA11 Page 1 of 7 Revised 05/02/2008
FITSEM:STATE2
CSJ: 2681-01-012
District: 18/Dallas
Code Chart 64: 11400
CFDA: 20.205
AGREEMENT
Article 1. CONTRACT PERIOD
This agreement becomes effective on final execution by the State and shall remain in effect
as long as said traffic signal equipment is in operation at the described location and the signal
project is incomplete, or unless otherwise terminated or modified as hereinafter provided.
Article 2. CONSTRUCTION RESPONSIBILITIES
A. For all items of construction other than furnishing and installing specific traffic signal
equipment, the State will prepare the construction plans, advertise for bids, and let the
construction contract, or otherwise provide for the construction and will supervise the
c
construction plans prior to award of contract.
B. The furnishing and installing of specific traffic signal equipment will be part of the
construction to be undertaken by the City, and the State will reimburse the City for its
Article 3. COMPENSATION
A. The maximum amount under this agreement without modification is $43,235.20. A cost
hereto and made a part of this agreement.
B. The State will reimburse the City the cost of furnishing and installing the traffic signal
equipment according to the location and manner of construction as shown and described
in the plans and specifications.
C. The State will reimburse the City for properly supported costs incurred under the terms
and conditions of thi
the City for labor, equipment use, materials, supplies, travel expenses, and warehouse or
material handling charges provided the City has paid from City funds their obligations
covering items of costs previously billed.
Article 4. PAYMENTS
A.
acceptable to the State u
thereof.
B. An original and four (4) copies of the Billing Statement should be submitted to the
following address:
Texas Department of Transportation
Attn: Director of Transportation Operations
4777 E. Highway 80
Mesquite, TX 75150
All billing statements shall be properly documented, summarizing the costs by description
of work performed, quantity of materials and devices, unit price, labor costs, and
extensions.
C. The State shall make
request for payment, provided that the request is properly prepared, executed, and
documented.
Traffic-Traffic_TEA11 Page 2 of 7 Revised 05/02/2008
FITSEM:STATE2
CSJ: 2681-01-012
District: 18/Dallas
Code Chart 64: 11400
CFDA: 20.205
D. Unsupported charges or charges after final acceptance by the State will not be considered
eligible for reimbursement. The State will prepare a final audit upon completion of the
work authorized or at any time an audit is deemed to be in the best interest of the State.
Article 5. PERSONNEL, EQUIPMENT, AND MATERIAL
A. The City will use labor and supervisory personnel employed directly by the City, and use
City-owned machinery, equipment, and vehicles necessary for the work. In the event that
the City does not have the necessary machinery, equipment, and vehicles necessary to
perform the work, the machinery, equipment, and vehicles may be rented or leased as
necessary at the low bid price submitted by at least two approved bidders.
B. Reimbursement for the use of materials purchased by other than competitive bid
procedures will be made only if such procedures are shown to be in the public interest
and provided the State shall have given prior approval for the use of said materials. All
materials used for the work shall be new and undepreciated.
Article 6. INSPECTION OF WORK
A. The State shall make suitable, frequent, and complete inspection of all materials and
equipment, and the work of installation to determine and permit certification that the
Project and its components meet all applicable requirements of the plans and
specifications in suitable condition for operation and maintenance by the City after its
completion.
B. The City will provide opportunities, facilities, and representative samples, as may be
required, to enable the State to carry on suitable, frequent, and complete inspection of all
materials and application methods, sufficient to afford determination and certification by
the State that all parts of the installation and the component materials comply with the
requirements of the approved plans and specifications. The State will promptly notify the
City of any failure of materials, equipment, or installation methods, and the City will take
such measures as necessary to obtain acceptable systems components and installation
procedures without delay.
Article 7. TERMINATION
A. This agreement may be terminated by one of the following conditions:
(1) By mutual agreement and consent of both parties.
(2) By the State giving written notice to the City as a consequence of failure by the City
to perform the services and obligations set forth in a satisfactory manner and within
the limits provided, with proper allowances being made for circumstances beyond the
control of the City.
(3) By either party, upon thirty (30) days written notice to the other.
B. If, at any time, the City fails to assume the construction responsibilities as prescribed
signal equipment in a satisfactory manner as determined by the State, the State reserves
the right to assume the construction responsibilities and/or to arrange for the maintenance
and operation responsibilities at the expense of the City.
Article 8. INDEMNIFICATION
The City acknowledges that it is not an agent, servant, or employee of the State and thus is
responsible for its own acts and deeds and for those of its agents or employees during the
performance of the work defined in this agreement.
Traffic-Traffic_TEA11 Page 3 of 7 Revised 05/02/2008
FITSEM:STATE2
CSJ: 2681-01-012
District: 18/Dallas
Code Chart 64: 11400
CFDA: 20.205
Article 9. REMEDIES
Violation or breach of contract terms by the City shall be grounds for termination of the
agreement, and any increased cost ar
violation of terms shall be paid by the City. This agreement shall not be considered as
specifying the exclusive remedy for any default, but all remedies existing at law and in equity
may be availed of by either party and shall be cumulative.
Article 10. DISPUTES
Should disputes arise as to responsibilities and obligations as set forth in this agreement, the
Article 11. SUBLETTING
The City shall not sublet or transfer any portion of its responsibilities and obligations under
this agreement unless specifically authorized in writing by the State. In the event
subcontracts are entered into by the City, the subcontractors must adhere to the provisions of
this agreement.
Article 12. AMENDMENTS
Changes in the time frame, character, responsibilities, or obligations authorized herein shall
be enacted by written amendment. Any amendment to this agreement must be executed by
both parties.
Article 13. INSURANCE (Mark out the following paragraph that is not applicable)
A. Outside Insurance
Prior to the City performing any work on this Project, the City shall furnish to the State a
completed Certificate of Insurance (Form 20.102, latest version) and shall maintain the
insurance in full force and effect as long as this Project lasts and the City is responsible
for the furnishing, installing, maintenance, and operation of the herein mentioned traffic
signal equipment.
B. Self Insured
Prior to the City performing any work on this Project, the City shall furnish to the State a
completed Certificate of Insurance (Form 20.102, latest version) and shall maintain its
self-insurance program in full force and effect as long as this Project lasts and the City is
responsible for the furnishing, installing, maintenance, and operation of the traffic signal
equipment. The State understands that the City is a self-insured entity for public liability
purposes.
Article 14. SUCCESSORS AND ASSIGNS
The City shall not assign or otherwise transfer its rights or obligations under this agreement
except with the prior written consent of the State.
Article 15. NOTICES
All notices to either party by the other required under this Agreement shall be delivered
personally or sent by certified or U.S. mail, postage prepaid, addressed to such party at the
following respective addresses:
Traffic-Traffic_TEA11 Page 4 of 7 Revised 05/02/2008
FITSEM:STATE2
CSJ: 2681-01-012
District: 18/Dallas
Code Chart 64: 11400
CFDA: 20.205
City: State:
City of Denton Texas Department of Transportation
Attn: Sr. Civil Eng/Traffic Attn: Director of Operations
901A Texas Street 4777 E. Highway 80
Mesquite, TX 75150
Denton, TX 76209
All notices shall be deemed given on the date so delivered or so deposited in the mail, unless
otherwise provided herein. Either party hereto may change the above address by sending
written notice of such change to the other in the manner provided herein.
Article 16.
A. The State shall, for purpose of termination of the agreement prior to completion, examine
the books and records of the City for the purpose of checking the amount of the work
performed and/or materials furnished by the City at the time of contract termination. The
City shall maintain all books, documents, papers, accounting records, and other
documentation pertaining to costs incurred under this contract and shall make such
materials available to the State or its duly authorized representatives for review and
inspection at its office during the contract period and for four (4) years from the date of
final payment under this contract or until impending litigation is resolved. Additionally, the
State and its duly authorized representatives shall have access to all records of the City
which are directly applicable to this contract for the purpose of making audits,
examinations, excerpts, and transcriptions. At the request of the State, the Local
Government shall submit any information required by the State in the format directed by
the State
B. The state auditor may conduct an audit or investigation of any entity receiving funds from
the state directly under the contract or indirectly through a subcontract under the contract.
Acceptance of funds directly under the contract or indirectly through a subcontract under
this contract acts as acceptance of the authority of the state auditor, under the direction of
the legislative audit committee, to conduct an audit or investigation in connection with
those funds. An entity that is the subject of an audit or investigation must provide the
state auditor with access to any information the state auditor considers relevant to the
investigation or audit.
Article 17. LEGAL CONSTRUCTION
In case any one or more of the provisions contained in this agreement shall for any reason be
held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision thereof and this agreement shall be
construed as if such invalid, illegal, or unenforceable provision had never been contained
herein.
Traffic-Traffic_TEA11 Page 5 of 7 Revised 05/02/2008
FITSEM:STATE2
CSJ: 2681-01-012
District: 18/Dallas
Code Chart 64: 11400
CFDA: 20.205
Article 18. GOVERNING LAWS AND VENUE
This agreement shall be construed under and in accordance with the laws of the State of
filed in Travis County, Texas.
Article 19. PRIOR AGREEMENTS SUPERSEDED
This agreement constitutes the sole and only agreement of the parties hereto and
supersedes any prior understanding or written or oral agreements between the parties
respecting the within subject matter.
IN WITNESS WHEREOF, the State and the City have signed duplicate counterparts of the
agreement.
THE CITY OF DENTON
Executed on behalf of the City by:
By_________________________________ Date__________________________
Typed or Printed Name and Title _________________________________________
_________________________________________
THE STATE OF TEXAS
Executed for the Executive Director and approved for the Texas Transportation Commission
for the purpose and effect of activating and/or carrying out the orders, established policies or
work programs heretofore approved and authorized by the Texas Transportation
Commission.
By_________________________________ Date__________________________
James K. Selman, P.E.
Dallas District Engineer
Traffic-Traffic_TEA11 Page 6 of 7 Revised 05/02/2008
FITSEM:STATE2
CSJ: 2681-01-012
District: 18/Dallas
Code Chart 64: 11400
CFDA: 20.205
EXHIBIT A
LIST OF MATERIAL
FUNISHED BY THE CITY OF DENTON
Price Total
Items for FM 2499 at State School Road Unit Qty Unit Cost Cost
Ethernet Radio EA 1 $2549 $2,549
Ethernet Radio Cables LF 148 $1.60 $236.80
Ethernet Switch EA 1 $1524 $1,524
Traffic Signal Controller and Cabinet EA 1 $12497 $12,497
BBU UPS EA 1 $4790 $4,790
Total = $21,596.80
Price Total
Items for FM 2499 at Unicorn Lake Unit Qty Unit Cost Cost
Ethernet Radio EA 1 $2549 $2,549
Ethernet Radio Cables LF 174 $1.60 $278.40
Ethernet Switch EA 1 $1524 $1,524
Traffic Signal Controller and Cabinet EA 1 $12497 $12,497
BBU UPS EA 1 $4790 $4,790
Total = $21,638.40
GRAND TOTAL=$43,235.20
Traffic-Traffic_TEA11 Page 7 of 7 Revised 05/02/2008
FITSEM:STATE2
City Hall
City of Denton
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
Legislation Text
File #:ID 16-822,Version:1
Agenda Information Sheet
DEPARTMENT:Legal Department
CM/ ACM:Anita Burgess, City Attorney
Date:July 19, 2016
SUBJECT
ConsideradoptionofanordinancerepealingOrdinanceNo.2015-231andenactinganewsection2-29ofthe
CityofDentonCodeofOrdinancesrelatingtoRulesofProcedurefortheCityCounciloftheCityofDenton;
and declaring an effective date.
BACKGROUND
OnFebruary23,2016,theCityCouncilheldaworksessionregardingtheCityCouncilRulesofProcedure.
TheCityCouncilreachedaconsensusduringtheworksessiontorevisetheCouncilRulestoreceiveallcitizen
commentsatthebeginningofeachregularCityCouncilmeetingusingaprocessofpriorregistration.Council
determinedtoreceiveuptofive(5)speakersandalloweachspeakeruptothree(3)minuteseachforallitems
thespeakermightdesiretoaddress.TheCouncilRulesofProcedurehavebeenrevisedtoaddressthisCouncil
direction.
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:1.3 Promote effective internal and external communication
EXHIBITS
1.Ordinance - redlined
2.Ordinance - w/o redline
City of DentonPage 1 of 1Printed on 7/14/2016
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ORDINANCE NO._____________
AN ORDINANCE REPEALING ORDINANCE NO. 2015-231 AND ENACTING A NEW
SECTION 2-29 OF THE CITY OF DENTON CODE OF ORDINANCES RELATING TO
RULES OF PROCEDURE FOR THE CITY COUNCIL OF THE CITY OF DENTON; AND
DECLARING AN EFFECTIVE DATE.
WHEREAS, the City Council of the City of Denton desires to conduct the City Council
meetings of the City of Denton in the most efficient and time effective manner; and
WHEREAS, the City Council also desires to allow open dialogue by citizens of the
community regarding the business of city government; and
WHEREAS the City Council desires to streamline the City Council meetings, and facilitate
NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. That Section 2-29 of the City Code, known as the Denton City Council Rules
of Procedure, is hereby enacted to read as follows:
1. (2-29(a)) AUTHORITY
1.1(1) Charter: Pursuant to the provisions of Section 2.07 of the Charter of the City of
Denton, Texas, the City Council hereby enacts these rules of procedure for all meetings of the City
Council of the City of Denton, Texas.
During any meeting, a reasonable opportunity shall be given for citizens to be heard under
these rules. These Rules of Procedure are enacted as guidelines to be followed by all persons in the
Council Chamber including the city administrative staff, news media, and visitors.
2. (2-29(b)) GENERAL RULES
2.1 (1) Meetings to be Public: All official meetings of the Council and Council committees
and subcommittees, except closed meetings permitted by the provisions of the Texas Open
Meetings Act, Chapter 551, T EX. G OVT C ODE (Vernon 2014), as amended, shall be open to the
public.
2.2 (2) Quorum: Four members of the Council shall constitute a quorum for the transaction
of business. (Charter, Section 2.06)
2.3 (3) Compelling Attendance: No member shall be excused from attendance at a Council
meeting except for good and valid reasons. It will be the duty of the Council member to notify the
City Secretary prior to the meeting at which he or she is going to be absent. The City Secretary will
record each Council member as being present or absent as a part of the minutes prepared for each
Council meeting.
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2.4 (4) Misconduct: The Council may punish its own members for misconduct consistent
with any Ethics Policy adopted by the Council.
2.5 (5) Minutes of Meetings: An account of all proceedings of the Council shall be kept by
the City Secretary and shall be entered in a book constituting the official record of the Council. A
certified agenda shall be prepared and shall be approved by the Mayor for all closed meetings for
which a certified agenda is required to be kept in accordance with the Texas Open Meetings Act.
2.6 (6) Questions to Contain One Subject: All questions submitted for a vote shall contain
one subject, except the City Council may approve all items which are on the consent agenda in one
motion, regardless of how many subjects are contained in the consent agenda, so long as all items
have been properly posted in accordance with the Texas Open Meetings Act and have not been
removed from the consent agenda by a Council member. If two or more points are involved, any
member may require a division, if the question reasonably admits of a division.
2.7 (7) Right to Floor: Any member desiring to speak shall be recognized by the
Chairperson, and shall confine his or her remarks to the subject under consideration or to be
considered. No member shall be allowed to speak more than once on any one subject until every
member wishing to speak shall have spoken.
2.8 (8) City Manager: The City Manager, or Acting City Manager, shall attend all meetings
of the Council unless excused. He or she may make recommendations to the Council and shall have
the right to take part in all discussions of the Council, but shall have no vote. (Charter, Section 5.03
(d)).
2.9 (9) City Attorney: The City Attorney, or Acting City Attorney, shall be available upon
request for all meetings of the Council unless excused and shall, upon request, give an opinion,
either written or oral, on questions of law. The City Attorney shall act as the Council's
parliamentarian.
2.10 (10) City Secretary: The City Secretary, or Acting City Secretary, shall attend all
meetings of the Council unless excused, and shall keep the official minutes and perform such other
duties as may be requested by the Council.
2.11 (11) Officers and Employees: Any officer or employee of the City, when requested by
the City Manager, shall attend any meeting of the Council. If requested to do so by the City
Manager, such employee may present information relating to matters before the Council.
2.12 (12) Rules of Order: These rules govern the proceedings of the Council in all cases,
except that where these rules are silent, the most recent Edition of Robert's Rules of Order shall
govern.
2.13 (13) Suspension of Rules: Any provision of these rules not governed by the City
Charter or other City Code provisions may be temporarily suspended by the affirmative vote of four
members of the Council. The vote on any such suspension shall be taken by yeas or nays and
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entered into the minutes of the Council.
2.14 (14) Amendment of Rules: These rules may be amended, or new rules adopted by the
affirmative vote of four members of the Council, provided that the proposed amendments or new
rules shall have been introduced before the City Council at a prior Council meeting.
3. (2-29(c)) CODE OF CONDUCT
3.1 (1) Council members:
a. During Council meetings, Council members shall preserve order and decorum and shall
neither by conversation or otherwise delay or interrupt the proceedings nor refuse to observe the
rules of the Council.
b. A Council member, once recognized, shall not be interrupted while speaking unless
called to order by the Mayor or presiding officer, unless a point of order is raised by another
member or the parliamentarian, or unless the speaker chooses to yield to questions from another
member. If a Council member is called to order while he or she is speaking, he or she shall cease
speaking immediately until the question of order is determined. If ruled to be in order, he or she
shall be permitted to proceed. If ruled not to be in order, he or she shall remain silent or shall alter
his or her remarks so as to comply with rules of the Council.
3.2 (2) Administrative Staff:
a. Members of the Administrative staff and employees of the City shall observe the same
rules of procedure and decorum applicable to members of the Council, and shall have no voice
unless and until recognized by the Chair.
b. While the presiding officer shall have the authority to preserve decorum in meetings as
far as staff members and City employees are concerned, the City Manager also shall be responsible
for the orderly conduct and decorum of all City employees under his or her direction and control.
c. The City Manager shall take such disciplinary action as may be necessary to insure that
such decorum is preserved at all times by City employees in Council meetings.
d. All remarks and questions addressed to the Council shall be addressed to the Council as a
whole and not to any individual member thereof.
e. No staff member, other than a staff member having the floor, shall enter into any
discussion either directly or indirectly without permission of the presiding officer.
3.3 (3) Citizens:
a. Citizens and other visitors are welcome to attend all public meetings of the City
Council, and will be admitted to the City Council Chamber or other room in which the City
Council is meeting, up to the fire safety capacity of the room.
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b. All meeting attendees shall conduct themselves with propriety and decorum.
Conversations between or among audience members should be conducted outside the meeting
room. Attendees will refrain from excessively loud private conversations while the Council is in
session.
c. Unauthorized remarks from the audience, stamping of the feet, applauding, whistles,
yells, and similar demonstrations shall not be permitted.
d. Placards, banners, signs, pamphlets, flyers, or political materials of any type will not
be permitted in the City Council Chamber or in any other room in which the City Council is
meeting. Exhibits, displays, and visual aids used in connection with presentations to the City
Council, however, are permitted.
e. Audience members may not place their feet on any chairs in the City Council
Chamber or other room in which the City Council is meeting.
f. Only City Council members and City staff may step onto the dais.
g. All people wishing to address the City Council shall first be recognized by the
presiding officer and shall limit their remarks to the matter under discussion.
h. All remarks and questions addressed to the City Council shall be addressed to the City
Council as a whole and not to any individual members.
i. Any person addressing the City Council in the City Council Chamber shall do so from
the lectern unless physically unable to do so. People addressing the City Council shall not be
permitted to approach the dais. If they wish to hand out papers or other materials to the City
Council, they should express that desire to the presiding officer, and the City Manager shall
direct a staff member to hand out the materials.
j. When the time has expired for a presentation to the City Council, the presiding officer
shall direct the person speaking to cease. A second request from the presiding officer to cease
speaking shall be cause of the removal of the speaker if that person continues to speak.
k. Equipment, apparatus, or paraphernalia such as camera tripods, easels, or wheelchairs
shall not obstruct, block, or otherwise be located in the doorway, entranceway, or walkways of
the City Council Chambers or of any other room in which the City Council may choose to meet.
Representatives of the electronic media may set up cameras and other equipment only in the
back of the room. It is permissible for television camera operators to film for short periods of
time (several minutes) from the entranceway to the City Council Chambers. Any radio station,
which broadcasts the regular City Council meetings live, may hook their equipment up at the
front of the room as long as it remains out of sight and out of the way.
l. There will be a uniformed City of Denton police officer present at all regular meetings
of the City Council. This police officer shall act in the capacity of a security officer/sergeant-at-
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arms, and shall enforce the meeting rules and act upon the direction of the presiding officer.
m. Any person making personal, impertinent, profane, or slanderous remarks, or who
becomes boisterous while addressing the City Council or who otherwise violates any of the
above-mentioned rules while attending a City Council meeting shall be removed from the room
at the direction of the presiding officer, and the person shall be barred from further audience
before the City Council during that session of the City Council. If the presiding officer fails to
the affirmative vote of a majority of the City Council shall require the presiding officer to act.
The sergeant-at-arms, if so directed by the presiding officer or an affirmative vote of the majority
of the City Council, shall remove the offending person from the meeting.
3.4 (4) Enforcement: The City Manager, in the absence of a designated law enforcement
officer, shall act as Sergeant at Arms for the council, and shall furnish whatever assistance is needed
to enforce the rules of decorum herein established.
3.5 (5) Seating Arrangement: The City Secretary, City Manager and City Attorney shall
occupy the respective seats in the Council Chamber assigned to them by the Mayor, but any two or
more members of the Council may exchange seats.
3.6.1 (6) Videoconferencing. City Council members may elect to participate in a City
Council meeting by videoconference in the event the member is traveling or unable to attend a
meeting due to illness.
a. Procedures for meeting by videoconference if a quorum will be in one physical location:
The council meeting notice shall specify where the quorum of the governmental body
will be physically present, and the intent to have a quorum present at that location. The
video and audio feed of a remote councilmember or employee shall be broadcast live at
the meeting. Each portion of the meeting held by videoconference call that is required to
be open to the public shall be visible and audible to the public at the location where the
quorum is present. The location at which the quorum is present, and each remote
location from which a member of the governmental body participates, shall have two-
way audio and video communication with each other location during the entire meeting.
shall be clearly
visible and audible to each other participant and, during the open portion of the meeting,
to the members of the public in attendance at the location where a quorum is present, and
at any other location of the meeting that is open to the public. The audio and video
signals perceptible by members of the public at each location of the meeting shall meet or
exceed minimum standards established by Texas Department of Information Resources
(DIR) rules. The audio and video signals perceptible by members of the public at the
location where the quorum is present and, any other location open to the public, shall be
of sufficient quality so that members of the public at each location can observe the
demeanor and hear the voice of each participant in the open portion of the meeting. If a
problem occurs that causes a meeting to no longer be visible and audible to the public at
the location where a quorum is present, the meeting shall be recessed until the problem is
resolved, and if the problem is not resolved in six hours or less, the meeting shall be
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adjourned. The City shall make at least an audio recording of the meeting, and the
recording shall be made available to the public.
b. Procedures for meeting by videoconference if a quorum will not be in one physical
location:
The City shall make available to the public at least one suitable physical space in the City
that is equipped with videoconference equipment that provides an audio and video
display, as well as a camera and microphone, by which a member of the public can
provide testimony or otherwise participate in the meeting. The member of the
governmental body presiding over the meeting shall be present at this site, and the
location must be open to the public. The meeting notice shall specify the physical space
provided, and shall also specify the intent to have the presiding officer present at the
location. Any member of the public present at this location shall be provided the
opportunity to participate in the meeting by means of a videoconference call in the same
manner as a person who is physically present at a meeting of the governmental body that
is not conducted by videoconference.
Each portion of the meeting held by videoconference call that is required to be open to
the public shall be visible and audible to the public. The video and audio feed of a remote
councilmember or employee shall be broadcast live at the meeting. The site provided in
the City and each remote location from which a member participates, shall have two-way
audio and video communication with each member who is participating by
videoconference during the entire meeti
videoconference, while speaking, must be clearly visible and audible to each other
participant and, during the open portion of the meeting, to the members of the public in
attendance at the meeting location in the City, and at any other location of the meeting
that may be open to the public. The audio and video signals perceptible by members of
the public at each location of the meeting shall meet or exceed minimum standards
established by DIR rules. The audio and video signals perceptible by members of the
public at each location of the meeting that is open to the public, and each remote location,
must be of sufficient quality so that members of the public at each location can observe
the demeanor and hear the voice of each participant in the open portion of the meeting. If
a problem occurs that causes the meeting to no longer be visible and audible to the public
at the meeting site in the City, the meeting must be recessed until the problem is resolved,
and if the problem is not resolved in six hours or less, the meeting shall be adjourned.
The City shall make at least an audio recording of the meeting, and the recording shall be
made available to the public.
c. Council Members wishing to participate in a meeting by videoconference shall provide
notice to the City Manager and the Agenda Committee not less than seven (7) days prior to the
meeting.
4. (2-29(d)) TYPES OF MEETINGS
4.1 (1) Regular Meetings: The Council shall meet on the first and third Tuesday of each
month, at such time as may be set by the City Council, unless the meeting is postponed or cancelled
for valid reasons. All regular meetings of the Council will be held in City Hall at 215 East
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McKinney Street, Denton, Texas or at such other location as the City Council may, from time to
time by proper posting under the Open Meetings Act and so long as the location is open to the
public, designate.
4.2 (2) Special Meetings: Special meetings may be called by the Mayor, the City Manager,
or by any three members of the Council. The City Secretary shall post notice thereof as provided by
the Texas Open Meetings Act. The Mayor, City Manager, or three of the council members may
designate a location for the special meeting other than City Hall, as long as the location is open to
the public.
4.3 (3) Workshop Meetings: Workshop meetings (also referred to as work sessions may
be held on the first and third Tuesday of each month at such time as may be set by the City Council,
or on such other day as the City Council may designate and at such time as may be set by the City
Council, to discuss near to mid or long range issues and to answer City Council questions
concerning all agenda items. Workshops or work sessions may be called using the same procedure
required for special meetings as provided for in Section 4.2(2) above. The purpose of the workshop
meeting is to discuss or explore matters of interest to the City, to meet with City boards,
commissions, or committee members, City staff or officers of civic organizations, governing bodies
or individuals specifically invited to the session by the Mayor, Council or City Manager. These
meetings are informational and normally no final action shall be taken unless the posted agenda
indicates otherwise. However, the City Council may, by consensus, provide general direction to
staff with regard to matters of interest or concern, understanding such matters ultimately may
require a formal vote of the Council for implementation.
4.4(4) Luncheon Meetings: Luncheon workshop or work session meetings may be held on
the first Monday of each month at such time as may be set by the City Council, or on such other day
as the City Council may designate. Such meetings may be called using the same procedure required
for special meetings as provided for in Section 4.2(2) above. The purpose of the luncheon meeting
is to discuss or explore matters of interest to the City, to meet with City boards, commissions, or
committee members, City staff or officers of civic organizations, governing bodies or individuals
specifically invited to the session by the Mayor, Council or City Manager. These meetings are
informational and normally no final action shall be taken unless the posted agenda indicates
otherwise. However, the City Council may, by consensus, provide general direction to staff with
regard to matters of interest or concern, understanding such matters ultimately may require a formal
vote of the Council for implementation.
4.5 (5) Emergency Meetings: In case of emergency or urgent public necessity, which shall
be expressed in the notice of the meeting, an emergency meeting may be called by the Mayor, the
City Manager or by three members of the Council, and it shall be sufficient if the notice is posted
two hours before the meeting is convened.
4.6 (6) Closed Meetings: The Council may meet in a closed meeting pursuant to the
requirements of the Texas Open Meetings Act.
4.7 (7) Recessed Meetings: Any meeting of the Council may be recessed to a later time,
provided that no recess shall be for a longer period than until the next business day.
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4.8 (8) Notice of Meetings: The agenda for all meetings, including Council Committee or
Subcommittee meetings, shall be posted by the City Secretary on the City's official bulletin board
and notice of all meetings shall be given by the City Secretary pursuant to the requirements of the
Texas Open Meetings Act.
5. (2-29(e)) PRESIDING OFFICER AND DUTIES
5.1 (1) Presiding Officer: The Mayor, or in the absence of the Mayor, the Mayor Pro-Tem,
shall preside as chairman, or presiding officer at all meetings of the Council. In the absence of the
Mayor and the Mayor Pro-Tem, the Council shall elect a temporary presiding officer. (Charter,
Section 2.03).
5.2 (2) Call to Order: The meetings of the Council shall be called to order by the Mayor, or
in his or her absence, by the Mayor Pro-Tem. In the absence of both the Mayor and the Mayor Pro-
Tem, the meeting shall be called to order by the City Secretary, and a temporary presiding officer
shall be elected as provided above.
5.3 (3) Preservation of Order: The presiding officer shall preserve order and decorum, and
confine members in debate to the question under discussion. The presiding officer shall call upon
the Sergeant-at-Arms as necessary to enforce compliance with the rules contained herein.
5.4 (4) Points of Order: The presiding officer shall determine all points of order, subject to
the right of any member to appeal to the Council. If any appeal is taken, the question shall be,
"Shall the decision of the presiding officer be sustained?" If a majority of the members present vote
"No," the ruling of the chair is overruled; otherwise, it is sustained.
5.5 (5) Questions to be Stated: The presiding officer shall state all questions submitted for a
vote and announce the result. A roll call vote shall be taken upon the request of any member, and
upon the passage of all ordinances and resolutions.
5.6 (6) Substitution for Presiding Officer: The presiding officer may call any other member
to take his or her place in the chair, such substitution not to continue beyond adjournment.
5.7 (7) Call for Recess: The presiding officer may call for a recess of up to fifteen (15)
minutes at regular intervals of approximately one hour at appropriate points in the meeting agenda,
or if requested by any two members.
6. 2-29 (f)(4)(5) ORDER OF BUSINESS
6.1 (1) Agenda: The order of business of each meeting shall be as contained in the agenda
prepared by the City Manager, which shall be reviewed and approved by an Agenda Committee
composed of the Mayor, the Mayor Pro Tem, and the City Manager. When items are removed from
the consent agenda and placed on the regular agenda by members of the Council, the removed items
shall be taken up in the order of removal right after the consent agenda. Placement of items on the
agenda shall be governed by this ordinance
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item that the Council member believes should be placed on the next regular or special meeting
agenda, the placement must be approved by two members of the Agenda Committee or at the
direction of a majority of the Council. Conduct of business at special meetings will likewise be
governed by an agenda and these Rules of Procedure.
6.2 (2) Pledge of Allegiance: Each agenda shall provide an item for the recital of the
"Pledge of Allegiance" at the regularly scheduled city council meetings. This item shall begin with
the recital of the pledge of allegiance for the United States flag and shall follow with a recital of the
pledge of allegiance for the Texas state flag in accordance with Section 3100.101 of the T EX. G OVT
C ODE.
6.3 (3) Presentations by Members of Council or City Manager: The agenda shall provide a
time when the Mayor or any Council member may bring before the Council any business that he or
she feels should be deliberated upon by the Council at a future Council meeting. These matters
need not be specifically listed on the agenda, but discussion and formal action on such matters shall
be deferred until a subsequent Council meeting. Any member may suggest an item for discussion at
a future work session. The City Manager or City staff shall only respond preliminarily on this item
at the work session. If the City Council believes the item requires a more detailed review, the
Council will give the City Manager or City Staff direction to place the item on a future regular
meeting agenda and advise staff as to the background materials to be desired at such meeting. The
City Council may receive from the City Manager or City staff or a member of the City Council
reports about items of community interest including expressions of thanks, congratulations, or
condolence; information regarding holiday schedules; an honorary or salutary recognition of a
public official, public employee, or other citizen, except that a discussion regarding a change in the
for purposes of this subdivision; a reminder about an upcoming event organized or sponsored by the
governing body; information regarding a social, ceremonial, or community event organized or
sponsored by an entity other than the governing body that was attended or is scheduled to be
attended by a member of the governing body or an official or employee of the municipality; and
announcements involving an imminent threat to the public health and safety of people in the
municipality that has arisen after the posting of the agenda so long as authorized by the Texas Open
Meetings Act.
6.4 (4) Presentations from Members of the Public:
a. Reports from Members of the Public: Reports from members of the public shall be
received through a prior registration process. Any person who wishes to place a subject on the
Council agenda at regular City Council meetings shall advise the City Manager's office of that fact
and the specified subject matter which he or she desires to place on the agenda no later than 12:00
p.m. Thursday prior to the Council meeting at which he or she wishes the designated subject to be
considered. Such reports shall be heard at the beginning of the regular meeting of the City Council
pursuant to an agenda posting allowing a period of public comment. A limit of five (5) speakers
will be allowed to speak for up to three (3) minutes each on all items he or she may bring before the
Council.
No person may
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report, which is given at the same Council meeting. An announcement may be made, prior to the
time for reports from members of the public on the agenda, summarizing the main portions of the
Rules and the public speaking to the
Council.
b. Work Session or Workshop Items: As it concerns the workshop agenda, citizens or other
interested persons may not participate in the session unless invited to do so by the Mayor. If the
Mayor invites citizens to participate in a work session, their participation will cease at the point the
Mayor closes the session to public input to allow the Council to give City staff direction as to
needed information for the possible future meeting on the item. Citizens should be advised of the
nature of the work session, but that their input on these items is premature until such item is placed
upon a City Council agenda for final action. The purpose of this procedure is to allow the citizens
attending the regular meeting the opportunity of hearing the views of their fellow citizens in a more
formal setting. Any citizen may supply the City Council a written statement or report regarding the
c. Speaking on Consent and Regular Agenda Items: Any person who wishes to address the
Council regarding a non-public hearing regular or consent agenda
it to the City Secretary. On consent items, the request to speak card shall be submitted prior to the
citizen comment on consent agenda items at the beginning of the City Council meeting. On regular
agenda items, the request to speak card shall be submitted prior to the time the City Council
considers the item. The Mayor will call upon the person who desires to speak.
1) Consent Agenda Items: When consent agenda items are posted on an agenda,
citizens or other interested persons will be allowed to make citizen comment immediately
after the opening of the City Council meeting and prior to workshop or work session items on
the agenda ) asking to speak on any
or all consent agenda items and returning the form to the City Secretary. In the event a
person is unable to attend the City Council workshop or work session, he or she may contact
the City Secretary prior to the opening of the meeting and request that a consent agenda item
be pulled from the consent agenda in order to allow comment as an individual item at the
regular meeting of the City Council. The City Secretary shall make any such request known
to the City Council. Consent agenda items are generally routine nature, so comment at this
time facilitates the regular council meeting where no citizen comment on consent agenda
items will be permitted, unless the item is removed from the consent agenda by a member of
the Council to be considered as an individual item during the regular meeting. Speakers will
be allowed three (3) minutes per speaker and may comment on any or all consent agenda
(3) minutes.
2) Regular Agenda Items: During the regular session of the City Council meeting,
any citizen or interested person may comment on an item posted on the agenda for final
action. Any person who wishes to address the Council regarding a non-public hearing item
asking to speak
regarding the item and shall return it to the City Secretary before the Council considers the
item. This procedure applies to speakers desiring to speak to items for individual
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consideration on the agenda during the regular meeting of the City Council. The Mayor will
call upon the person to speak. Speakers will be allowed three (3) minutes per speaker as to
any particular agenda item being considered by the City Council.
d. Public Hearings:
1) Any person who wishes to address the Council at a public hearing is encouraged
to complete a "request to speak" form and return it to the City Secretary before the
applicable hearing. The Mayor will call upon the person to speak. Speakers will be allowed
four (4) minutes per speaker as to any public hearing item. However, if numerous speakers
desire to comment on an item, Council may limit speakers to three (3) minutes per speaker.
Applicants and their agents on public hearing items shall be allowed to speak for no longer
than ten (10) minutes per speaker with a total of twenty (20) minutes for all speakers
representing the applicant.
2) To facilitate the public hearing process in zoning cases the following procedure
will be used:
a) The Mayor reads the zoning case caption, and then opens the public
hearing.
b) The City Manager introduces the City Staff for presentation.
c) City Staff presents facts relevant to the matter.
d) The applicant presents his or her case, with potential questions of the
applicant from the City Council.
e) The Council receives input from the public, with potential questions of
speakers from the City Council.
f) The applicant will be given an opportunity to make rebuttal comments.
g) The City Staff and/or the applicant will answer any questions of the City
Council.
h) Upon conclusion of these questions and answers, the Mayor will
continue or close the public hearing.
e. Groups or Organizations: Any group or organization comprised of four (4) or more
members present in the City Council Chambers who wishes to address the Council at a public
hearing or on a non-public hearing agenda item shall designate a representative to address the City
Council and shall limit their remarks to ten (10) minutes or less. The group or organization shall
turn in a written designation to the City Secretary, on cards prepared by the City Secretary of a
different color from cards submitted by individual speakers, prior to the commencement of the
meeting identifying the representative who will address the City Council on behalf of the group or
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organization. At the time the representative is recognized by the Mayor to speak, the group or
organization will be asked to stand to be recognized prior to the receipt of comments by the
representative.
f. Discretionary Time: At the discretion of the presiding officer or a majority of the City
Council, any speaker may be granted an extension of time to speak.
g. Audio/Visual Aids: Any citizen desiring to use audio/visual aids during presentations to
Council shall submit such presentation to the City Secretary 24 hours prior to the meeting where the
presentation will occur.
6.5 (5) Presentation of Proclamations: The agenda may provide a time for the presentation
of proclamations. The Mayor or presiding officer may deliver and present proclamations upon the
request of citizens. Proclamations may encompass any activity or theme except that proclamations
with a theme religious or partisan in nature shall not be presented. Moreover, proclamations shall
not be used for any commercial or advertising purpose.
7. (2-29(g)) CONSIDERATION OF ORDINANCES, RESOLUTIONS, AND MOTIONS
7.1 (1) Printed or Typewritten Form: All ordinances and resolutions shall be presented to
the Council in printed, typewritten or electronic form. The Council may, by proper motion, amend
any ordinance or resolution presented to it at the meeting at which it is presented or direct that the
amended ordinance be placed on the next or any future Council Agenda for adoption.
7.2 (2) City Attorney to Approve: All ordinances, resolutions, and contracts and
amendments thereto, shall be approved as to form and legality by the City Attorney, or he or she
shall file a written opinion on the legality of such ordinance, resolution or contract prior to
submission to the Council. (Charter, Section 6.02).
7.3 (3) Distribution of Ordinances and Resolutions: The City Manager shall prepare copies
of all proposed ordinances and resolutions for distribution to all members of the Council at the
meeting at which the ordinance or resolution is introduced, or at such earlier time as is expedient.
7.4 (4) Recording of Votes: The yeas and nays shall be taken upon the passage of all
ordinances and resolutions and the vote of each member shall be recorded in the minutes. (Charter,
Section 2.06 (b)).
7.5 (5) Majority Vote Required: An affirmative vote of four (4) members is necessary to
repeal any ordinance or take any official action in the name of the City except as otherwise provided
in the Charter, by the laws of the State of Texas, or these Rules. (Charter, Section 2.06).
7.5.1(a) Tie-Vote: Matters voted on by the City Council which end in a tie-vote shall
automatically be placed on each subsequent Council meeting agenda until a full Council is present.
7.6 (6) Demand for Roll Call: Upon demand of any member, the roll shall be called for
yeas and nays upon any question before the Council, with the exception of those circumstances set
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forth in Section 7.12, The Previous Question. It shall not be in order for members to explain their
vote during the roll call.
7.7 (7) Personal Privilege: The right of a member to address the Council on a question of
personal privilege shall be limited to cases in which his or her integrity, character, or motives are
assailed, questioned, or impugned.
7.8 (8) Dissents and Protests: Any member shall have the right to express dissent from or
protest against any ordinance or resolution of the Council and have the reason therefor entered upon
the minutes. Such dissent or protest may be filed in writing, and presented to the Council not later
than the next regular meeting following the date of passage of the ordinance or resolution objected
to.
7.9 (9) Voting Required: No member shall be excused from voting except for lack of
information and except on matters involving the consideration of his or her own official conduct, or
where his or her personal interests are involved in accordance with Chapter 171, T EX. L OC. G OVT
C ODE (Vernon 2014), and in these instances he or she shall abstain. Any member prohibited from
voting by personal interest shall announce this at the commencement of consideration of the matter
and shall not enter into discussion or debate on any such matter, shall leave the meeting room, and
shall file an affidavit of recusal. The member having briefly stated the reason for his or her request,
the excuse from voting shall be made without debate.
7.10 (10) Order of Precedence of Motions:
a. The following motions shall have priority in the order indicated:
1. Adjourn (when unqualified) and is not debatable and may not be amended;
2. Take a recess (when privileged);
3. Raise a question of privilege;
4. Lay on the table;
5. Previous question (2/3 vote required);
6. Limit or extend limits of debate (2/3 vote required);
7. Postpone to a certain time;
8. Commit or refer;
9. Amend;
10. Postpone indefinitely;
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11. Main Motion.
b. The first two motions are not always privileged. To adjourn shall lose its privilege
character and be a main motion if in any way qualified. To take a recess shall be privileged only
when other business is pending.
c. A motion to adjourn is not in order:
1. When repeated without intervening business or discussion;
2. When made as an interruption of a member while speaking;
3. While a vote is being taken.
d. Only certain motions may be amended as provided in the most current edition of Robert's
Rules of Order, revised. A motion to amend shall be undebatable when the question to be amended
is undebatable.
7.11 (11) Reconsideration: A motion to reconsider any action of the Council can be made
not later than the next succeeding official meeting of the Council. Such a motion can only be made
by a member who voted with the prevailing side. It can be seconded by any member. In order to
comply with the Texas Open Meetings Act, any Council member who wishes to make such a
motion at a meeting succeeding the meeting where the action was taken shall notify the City
Manager to place the item for reconsideration on the Council agenda. No question shall be twice
reconsidered, except by unanimous consent of the Council, except that action related to any contract
may be reconsidered at any time before the final execution thereof. A matter which was not timely
reconsidered in the manner provided by this section or was reconsidered but the action originally
taken was not changed by the Council cannot be reintroduced to the Council or placed on a Council
meeting agenda for a period of six (6) months unless this rule is suspended as provided for in these
Rules of Procedure.
7.12 (12) The Previous Question: When the previous question is moved and seconded, it
shall be put as follows: "Shall the main question be now put?". There shall then be no further
amendment or debate; except that nothing herein shall allow the previous question to be called prior
to a least one opportunity for each member of the Council to speak on the question before the
Council. Any pending amendments shall be put in their order before the main question. If the
motion for the previous question is lost, the main question remains before the Council. An
affirmative vote of 2/3 of the Council shall be required to move the previous question. To demand
the previous question is equivalent in effect to moving "That debate now cease, and the Council
shall immediately proceed to vote on the pending motion". In practice, this is done with the phrase
"Call for the question", or simply saying "Question".
7.13 (13) Withdrawal of Motions: A motion may be withdrawn, or modified, by its movant
without asking permission until the motion has been stated by the Presiding Officer. If the movant
modifies his or her motion, the seconding council member may withdraw his or her second. After
the question has been stated, the movant shall neither withdraw it nor modify it without the consent
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of the Council. The subject different from that under consideration shall be admitted under color of
amendment. A motion to amend an amendment shall be in order, but one to amend an amendment
to an amendment shall not be in order.
7.14 (14) Appropriations of Money: Before formal approval by the Council of motions
providing for appropriation of money, information must be presented to the Council showing
purpose of the appropriation. In addition, before finally acting on such an appropriation, the
Council shall obtain a report from the City Manager as to the availability of funds and his or her
recommendations as to the desirability of the appropriation.
7.15 (15) Transfer of Appropriations: At the request of the City Manager, at any time
during the fiscal year, the Council may by resolution transfer an unencumbered balance of an
appropriation made for the use of one department, division, or purpose; but no transfer shall be
made of revenues or earnings of any non-tax supported public utility to any other purpose.
8. (2-29(h)) CREATION OF COMMITTEES, BOARDS AND COMMISSIONS
8.1 (1) Council Committees: The Council may, by resolution and as the need arises,
authorize the appointment of Council committees. Any committee so created shall cease to exist
when abolished by resolution of the Council. Council Committees shall comply with the Texas
Open Meetings Act.
8.2 (2) Citizen Boards, Commissions, and Committees: The Council may create other
Committees, Boards and Commissions to assist in the conduct of the operation of the City
government with such duties as the Council may specify not inconsistent with the City Charter or
Code. Creation of such Committees, Boards and Commissions and memberships and selection of
members shall be by Council resolution if not otherwise specified by the City Charter or Code. Any
Committee, Board, or Commission so created shall cease to exist when abolished by a resolution
approved by the Council. No Committee so appointed shall have powers other than advisory to the
Council or to the City Manager, except as otherwise specified by the Charter or Code.
8.3 (3) Appointments:
a. Individual City Council members making nominations for members to citizen boards and
commissions will consider interested persons on a citywide basis.
b. The City Council will make an effort to be inclusive of all segments of the community in
the board and commission appointment process. City Council members will consider ethnicity,
gender, socio-economic levels, and other factors to ensure a diverse representation of Denton
citizens.
c. The City Council will take into consideration an individual's qualifications, willingness to
serve, and application information in selecting nominations for membership to each board and
commission.
d. In an effort to ensure maximum citizen participation, City Council members will
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continue the general practice of nominating new citizens to replace board members who have served
three consecutive terms on the same board per the provisions of Denton Code of Ordinances, Sec. 2-
65.
e. Each City Council member will be responsible for making nominations for board and
commission places assigned to him or her, which shall correspond to the City Council member's
place. Individual City Council members will make nominations to the full City Council for the
governing body's approval or disapproval.
8.4 (4) Rules of Procedure: Board, Commission and Committee members shall comply
with the provisions of Article II of Chapter 2 of the Code of Ordinances. Each Board, Commission
and Committee member shall be provided a copy of these rules of procedure and a copy of the City
of Denton Handbook for Boards, Commissions and Committees, which shall govern operational
procedures of such Boards, Commissions and Committees. Boards and Commissions shall comply
with these Rules as to the preparation of minutes of meetings, and such minutes shall be prepared in
accordance with the policies and procedures of the City Secretary.
9. (2-29 (i)) VOTES REQUIRED
Questions on which the voting requirement is varied by the Charter, State Statutes and these
rules are listed below:
9.1 (1) Charter and State Statutory Requirements:
a. Charter Amendment - Five Votes: Ordinances submitting proposed Charter amendments
must be adopted by a two-thirds vote of the Council. (T EX. C ONST. art. XI, §3 and Chapter 9, T EX.
L OC. G OVT C ODE (Vernon 2014.) For a seven member Council, this means five members must
vote affirmatively.
b. Levying Taxes - Five Votes: Ordinances providing for the assessment and collection of
certain taxes require the approval of two-thirds of the members of the Council (T EX. T AX C ODE
§302.101 (Vernon 2014)).
c. Changing Paving Assessment Plans - Five Votes: Changes in plans for paving
assessment require a two-thirds vote of the Council (T EX. T RANSP. C ODE §313.053(e) (Vernon
2014)).
d. Changes in Zoning Ordinance or Zoning Classifications: In cases of a written protest of
a change in a zoning regulation or zoning classification by the owners of twenty (20%) percent or
more either of the area of the lots included in such proposed change, or of the lots immediately
adjoining the same and extending two hundred feet (200') therefrom, such amendment shall not
become effective except by the favorable vote of three-fourths (3/4) of all members of the City
Council; further, three-fourths (3/4) of all the members of the City Council is required to override
the decision of the Planning and Zoning Commission that a zoning change be denied (T EX. L OC.
G OVT C ODE § 211.066 Tex. (Vernon 2014) and Section 35.3.4.C.(4) Denton City Code
(Development Code)).
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qualified to vote on a matter, and any legal disqualification of a member could change the requisite
number of votes required for passage. City of Alamo Heights v. Gerety et al., 264 S.W. 2d 778 (Ct.
App. San Antonio (1954)).
e. Amendment of Tax Abatement Policy
Tax Abatement Policy may be amended or repealed by a vote of three-fourths (3/4) of all members
of the City Council (T EX. T AX C ODE §312.002(c) (Vernon 2014)).
10. (2-29(j)) SEVERABILITY CLAUSE
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 such invalidity.
SECTION 2. That Ordinance No. 2011-038 is repealed.
SECTION 3. That this Ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the _________ day of ___________________, 2015.
__________________________________
CHRIS WATTS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: __________________________________
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: _________________________________
PAGE 17
City Hall
City of Denton
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
Legislation Text
File #:ID 16-826,Version:1
Agenda Information Sheet
DEPARTMENT:Airport
CM/ ACM:Jon Fortune
Date:July 19, 2016
SUBJECT
ConsideradoptionofanordinanceauthorizingtheCityManagertoapproveafirstamendmenttoanAirport
leasedatedJanuary10,1989betweentheCityofDenton,TexasandBertE.MahonandMaryL.Mahonandas
assignedtoPetersenHangar,LLCbyCityofDentonOrdinance2016-050datedFebruary16,2016;and,
providing an effective date.
BACKGROUND
PetersenHangarLLCpurchasedthehangarlocatedat904Aeronca,DentonEnterpriseAirport(DTO)in
November2015andreceivedCityCouncilapprovalonFebruary16,2016toassumethepropertylease
originallygrantedtoBertE.MahonandMaryL.MahoninJanuary1989.ShawnPetersenperformedextensive
maintenanceonthehangarandthenenteredintoanagreementwithDavidWhite,PresidentofRoanokeAirand
Auto, Inc, (Lessee) to sell the improved hangar.
RoanokeAirandAuto,Inc.requestedtoassumetheexistingpropertyleasewhichexpiresinJanuary2024.In
additiontoassumingtheremainingeight(8)yearsoftheexistingpropertylease,thenewLesseerequestedan
amendmenttotheleaseacknowledgingtheintenttonegotiateanewleasewiththeCitypriortoexpirationof
theexistinglease.Thenewleasewillbeforatermoftwenty-five(25)yearsataleaseratetobedetermined
based upon the current market rate for similar property at DTO at the time the new lease is negotiated.
TheproposedleaseamendmentapprovesthetransferoftheleasetoRoanokeAirandAutoandincorporatesthe
right to negotiate a new twenty-five (25) year lease prior to expiration of the existing lease.
OPTIONS
1.Approve amendment of the current property lease for 904 Aeronca.
2.Direct staff to consider alternate terms and conditions for the lease amendment.
RECOMMENDATION
Airport staff recommends approval of the property lease amendment.
ESTIMATED SCHEDULE OF PROJECT
Saleoftheimprovedhangarlocatedat904AeroncatoRoanokeAirandAuto,IncisscheduledtocloseonJuly
21, 2016 subject to approval of the property lease transfer by the Denton City Council.
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PRIOR ACTION/REVIEW (Council, Boards, Commissions)
StaffdiscussedtheproposedpropertyleaseamendmentwiththeChairpersonoftheCouncilAirportCommittee
andreceivedapprovaltoplacethisproposedamendmentontheCityCouncilConsentAgendaforJuly19,
2016.
FISCAL INFORMATION
Thispropertyleasewasoriginallyfor26,881squarefeetoflandatarateof$2,150.48annually.Thecurrent
leasebeganinJanuary1989andcontinuesthroughJanuary2024.Thecurrentleaserateis$4,031.76annually
andwillberenegotiatedtoacurrentmarketratewhentheleaseisrenegotiatedpriortoexpirationin2024.The
currentowner,PetersenHangar,LLC,hasinvestedinimprovementstothehangarwhichisbeingsoldto
RoanokeAirandAuto,Inc.Atransferfeeof$500willbepaidtotheCityattheclosingfortheproperty
improvement purchase.
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.Ordinance
Respectfully submitted:
Quentin Hix
Director of Aviation
City of DentonPage 2 of 2Printed on 7/14/2016
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City Hall
City of Denton
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
Legislation Text
File #:ID 16-827,Version:1
AGENDA INFORMATION SHEET
DEPARTMENT:Department of Development Services/Economic Development Division
ACM:Jon Fortune
DATE:July 19, 2016
SUBJECT
ConsideradoptionofanordinanceoftheCityCounciloftheCityofDenton,Texas,repealingordinanceNo.
2016-149whichrelatedtotheTexasEnterpriseZoneProgramandnominatedWinCoFoods,LLC;and
providing an effective date.
BACKGROUND
TheTexasEnterpriseZoneProgramisaStateofTexaseconomicdevelopmenttooltopromotejobcreationand
capitalinvestmentineconomicallydistressedareasofthestate.Successfulapplicantsareeligibletoapplyfor
statesalesandusetaxrefundsonqualifiedexpenditures.Theprogramprovidesstatereimbursementcategory
levelsrelatedtothelevelofcapitalinvestmentandnumberofjobscreatedand/orretainedforeconomically
disadvantagedindividualsduringthedesignationperiod.TheprogramisregulatedundertheTexasEnterprise
ZoneAct,Chapter2303,TexasGovernmentCodeandChapter176oftheTexasAdministrativeCode’srules
for the Office of the Governor, Economic Development and Tourism Office (OOGEDT).
TheCityCouncilheldapublichearingandapprovedOrdinance2016-149authorizingtheparticipationinthe
TexasEnterpriseZone(TEZ)ProgramandnominatingWinCoFoodsonMay24,2016.Thisprocessisbeing
replicatedsinceathirdpublicpostingatCityHall,whichisuniquetothisprogram,wasnotmetinthe
timeframerequiredinChapter176oftheTexasAdministrativeCode’srulesfortheOfficeoftheGovernor,
Economic Development and Tourism Office (OOGEDT).
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
OnMay24,2016theCityCouncilheldapublichearingandapprovedOrdinance2016-149authorizingthe
participation in the TEZ Program and nominating WinCo Foods.
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
City of DentonPage 1 of 2Printed on 7/14/2016
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File #:ID 16-827,Version:1
EXHIBITS
Exhibit 1 - Repeal Ordinance
Respectfully submitted:
Aimee Bissett
Director of Development Services
Prepared by:
Erica Sullivan
Economic Development Analyst
City of DentonPage 2 of 2Printed on 7/14/2016
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City Hall
City of Denton
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
Legislation Text
File #:ID 16-842,Version:1
Agenda Information Sheet
DEPARTMENT:Denton Municipal Electric
CM/ ACM:Howard Martin
Date:July 19, 2016
SUBJECT
ConsideradoptionofanordinanceforaninterdepartmentaltransferandconveyancewhereinDentonMunicipal
Electricispurchasingandacquiringapproximately14.511acresoflandfromtheCityofDentonSolidWaste
Department,thepresentrecordownerthereof,beingatractoflandsituatedwithinLotGR,SolidWaste1
addition,intheCityofDenton,DentonCounty,Texas;tobeutilizedforapublicpurpose,theexpansionof
DentonMunicipalElectricMayhillSubstationEasement;saidpurchasepricebeingintheamountof
$1,205,455.35tobepaidtotheCityofDentonSolidWasteDepartment,providinganexpenditureoffunds
therefor; and providing an effective date. \[Mayhill Substation\]
BACKGROUND
The Denton Municipal Electric (DME) Capital Improvement Plan includes a project to reconstruct its electric
transmission system. Its current capacity is inadequate for expected future load. The need for a substation in
the vicinity of Mayhill and Spencer road has been identified and shared with the community.
DME has had discussions with the City of Denton Solid Waste department to purchase the tract of land and
have finalized negotiations. A breakdown of the appraisal of the property is shown in the graph below.
ItemAcresSq.ft/acSq. ftUnit priceTotal for item
BuildingN/AN/AN/A$365,000.00$365,000.00
Easements8.2410043560358977.9600$1.20$430,773.55
Substation Site6.2700043560273121.2000$1.50$409,681.80
Total acres 14.51100
Grand total$1,205,455.35
OPTIONS
Approve the proposed ordinance.
Decline approval of the proposed ordinance.
RECOMMENDATION
DME staff recommends approving adoption of the ordinance.
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File #:ID 16-842,Version:1
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
DME held two open houses to inform the community regarding the siting of the proposed substation and
transmission routes and received feedback. The first meeting was held on the evening of September 30, 2013.
The second meeting was held on May 28, 2015 at the Denton Center for the Visual Arts in Denton, TX.
FISCAL INFORMATION
This project is directly connected to the Mayhill substation/transmission project. As such, the costs will
ultimately be recovered through the Public Utility Commission 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
1. Mayhill Substation Site
2. Landfill Electric Easement Reservation
3. Ordinance
Respectfully submitted:
Phil Williams
General Manager
Denton Municipal Electric
Prepared by:
Elizabeth Bell
Denton Municipal Electric
City of DentonPage 2 of 2Printed on 7/14/2016
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City Hall
City of Denton
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
Legislation Text
File #:ID 16-840,Version:1
Agenda Information Sheet
DEPARTMENT:Finance
ACM:Bryan Langley
Date:July 19, 2016
SUBJECT
ConsideradoptionofanordinanceoftheCityofDenton,TexasauthorizingtheCityManager,orhisdesignee,
toenterintoanInterlocalAgreementwithDentonCountyfortheCountytoprovidePropertyTaxBillingand
Collections Services for the City of Denton; providing a savings clause; and providing an effective date.
BACKGROUND
ThisInterlocalAgreementfortaxcollectionservicestobeperformedbyDentonCountywasinitially
establishedinMarch2007.Atthattime,theagreementwasexclusivetotheprocessingofstatementsand
supplementalpaymentsforthe2007taxyearandsubsequenttaxyears.InAugust2008,theCityCouncil
renewedtheInterlocalAgreement,andincludedaprovisionforalltaxyearstobeincludedinprocessing
supplemental tax payments.
TheCountycurrentlyprocessestaxstatements(approximately46,000)andtaxsupplementalpaymentsonthe
City’sbehalf.Thisarrangementisefficientbecauseoneentityisresponsibleforbillingandcollecting
payments for all three taxing entities (the City, the County and the School District).
ThisInterlocalAgreementcontinuestoauthorizeDentonCountytoprocesstaxstatementsandpaymentson
behalfoftheCityofDenton.Thepriceforthisservicewillbe$0.72perparcel.TheCountywillprocessthe
initial tax statements in October, with two delinquent mailings in the following February and May.
RECOMMENDATION
StaffrecommendsapprovalofcontinuingtheInterlocalAgreementwithDentonCountytoprovidetax
processing services for the 2016 tax year.
FISCAL INFORMATION
Thisisaone(1)yearcontractwithanadditionalone(1)yearautomaticrenewal.Paymentfortheseservices
willbefundedfromtheGeneralFundoperatingaccount160099.7879intheestimatedannualamountof
$33,120 for FY 2016-17.
STRATEGIC PLAN RELATIONSHIP
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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:
Antonio Puente, Jr.
Assistant Director of Finance
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City Hall
City of Denton
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
Legislation Text
File #:ID 16-843,Version:1
Agenda Information Sheet
DEPARTMENT:Finance
ACM:Bryan Langley
Date:July 19, 2016
SUBJECT
ConsiderapprovalofaresolutionnominatingonemembertotheBoardofManagersoftheDencoArea9-1-1
District; and declaring an effective date.
BACKGROUND
TheDencoArea9-1-1Districtwascreatedin1987,andisgovernedbyaboardofmanagersappointedbythe
County,participatingcities,andtheDentonCountyFireChief'sAssociation.Eachyear,thetermofoneofthe
twomembersappointedbyparticipatingmunicipalitiesexpires.Thisyear,thetermofJimCarterexpires
September30,2016.Boardmembersserveintwo-yearstaggeredtermsandareeligibleforreappointment.
Fournominationsforthepositionwerereceivedfromareacities.ThefournomineesareJimCarter,Brandon
Barth,GaryJohnsonandPaulYoung.Theresumesofthenomineesareattachedtothisreportalongwithalist
of the current Board Members.
DencorequestseachcityvoteforoneofthenomineesandadvisethemofitsselectionpriortoSeptember15,
2016.Thenomineewiththemostvoteswillbethemunicipalities’representativetotheDencoArea9-1-1
District Board of Managers for the two-year term beginning October 1, 2016.
TheCitypreviouslyvotedforJimCarterin2014.TheattachedresolutionwouldcasttheCity’svoteforJim
Carter.
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:4.1 Enhance public safety in the community
EXHIBITS
City of DentonPage 1 of 2Printed on 7/14/2016
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1.Memorandum from Denco and resumes of nominated individuals
2.Resolution
Respectfully submitted:
Chuck Springer, 349-8260
Director of Finance
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City Hall
City of Denton
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
Legislation Text
File #:ID 16-844,Version:1
Agenda Information Sheet
DEPARTMENT:Engineering Services
CM/ ACM:Jon Fortune
Date:July 19, 2016
SUBJECT
ConsideradoptionofanordinanceapprovingaPipelineCrossingcontractbyandbetweentheCityofDenton,
TexasandtheKansasCitySouthernRailwaycompanyrelatingtothelocationofasanitarysewerpipeline
withinrailroadright-of-way,locatedatmilepost99.98,AlliancesubdivisionwithintheCountyandCityof
DentonTexas;andprovidinganeffectivedate.\[PipelineCrossingAgreementfortheinstallationofasanitary
sewerlinethatbenefitsthenewdevelopmentofRyanMeadowsAddition.\]ThePublicUtilitiesBoard
recommends approval (4-0).
BACKGROUND
TheresidentialdevelopmentofRyanMeadowsAdditionhasbeenreviewedandapprovedbytheDevelopment
ReviewCommittee.Inorderforthedevelopmenttohavepublicsanitarysewerservices,itisnecessarytocross
theKansasCitySouthernRailwaycompanyright-of-wayatmilepost99.98withasanitarysewerpipeline.A
12inchPVCencasedsanitarysewerpipelineisslatedforconstructionwithinaKansasCitySouthernRailway
Company150ft.wideright-of-way.ApipelinecrossingagreementisadministeredbytheKansasCity
SouthernRailwayCompanyforthecrossingandinstallationofthepublicsanitarysewerpipelinewithinthe
right-of-way.ThedeveloperofRyanMeadowsAdditionhaspaidallapplicationsfeesandhasprovidedall
insurancerequirementsrequiredbytheKansasCitySouthernRailwayCompany.Thedeveloperwillbe
responsiblefortheconstructionofthesanitarysewerpipeline.UponcompletionandapprovalbyCityStaffof
allpublicimprovementsforRyanMeadowsAddition,theownershipofsaidpublicimprovementswilltransfer
to the City.
The subject request was reviewed by the Development Review Committee, and staff recommends the approval.
OPTIONS
1.Approval of Ordinance.
2.Do not approve Ordinance.
RECOMMENDATION
Staff recommends approval of the Ordinance.
ESTIMATED SCHEDULE OF PROJECT
Summer of2016.
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PRIOR ACTION/REVIEW (Council, Boards, Commissions)
Developmental Review Committee recommended approval on January 8, 2016.
Public Utilities Board recommended approval on July 11, 2016.
EXHIBITS
1Location Map
2Site Map
3Ordinance
Respectfully submitted:
John T. Davis, PE
Director of Engineering Services
Prepared by:
Mark A. Laird
Right-of-Way Agent
Real Estate and Capital Support
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LOCATION MAP
HICKORY
SYCAMORE
HIGHLAND
Downtown
MORSE
Denton
WILLOWWOOD
NTS
CREEKDALE
ALLRED
Pipeline Crossing Location
Ryan Meadows Addition:
Kansas City Southern Railway company
Pipeline Crossing Agreement
µ
3,3001,65003,3006,6009,900
Exhibit 1 to the AIS
Feet
JLL Reference No. 14-2463
PIPELINE CROSSING CONTRACT (KCS Contract No. _____________)
th
THIS AGREEMENT is effective this 18 day of March, 2015 by and between THE KANSAS CITY
SOUTHERN RAILWAY COMPANY, a Missouri corporation, called herein "Railway Company", and THE CITY OF
DENTON, TEXAS, to be addressed at 221 N. Elm Street, Denton, TX 76201, called herein "Licensee".
1. Railway Company, without any warranty or guarantee of suitability of the premises for Licensee's or any
other purpose, hereby permits Licensee a license to construct, maintain, operate, use and remove a proposed sanitary sewer
pipeline under Railway Company's tracks and right-of-way at Mile Post D-99.98 (Alliance Subdivision) Denton (Denton
County), Texas, the course of the pipeline being described as follows:
As indicated on print of drawing no. 14-2463 dated 01-20-2015 and approved 002-05-2015, marked
Exhibit "A", attached hereto and incorporated herein by reference.
The rights granted under this Agreement are subject to all outstanding superior rights whether or not of record
(including those in favor of licensees and lessees of Railway CompanyRailway
Company to renew and extend the same, and is made without covenant of title, or for quiet enjoyment. Railway Company
does not warrant title and Licensee accepts the rights granted herein and shall make no claim against Railway Company for
deficiency of title. Licensee acknowledges that the Railway Company's interest in the right-of-way varies from segment to
all
necessary rights and consents from parties other than Railway Company which may have or claim any right, title or interest
in the property upon which the Railway Company's right-of-way is located.
2. The carrier pipe shall consist of 12.75having a minimum wall thickness of 0.962 and a
minimum yield point of 115 PSI and shall be encased in having a minimum wall thickness of 0.50
minimum yield point of 35,000 PSI. Licensee expressly agrees that its under-track installation shall be by conventional dry
bore method and that no boring or excavation shall occur within Railway Company-of-way, nor shall any boring
occur in the track embankment. The angle of the pipeline crossing beneath Railway Company's property and tracks shall be
no less than 90.
Construction, maintenance, operation, use and removal of the pipeline shall not endanger the safety or condition of
Railway Company's property in any way, or the operation of trains or cars, and the pipeline shall be laid at a minimum depth
of 19below the bottom of Railway Company's base of rail, at a minimum depth of 6below ground level at all other points
on the right-of-way. Excavations made on Railway Company's property shall be promptly
refilled by Licensee, the earth well tamped, and the ground left in the same condition as before laying of the pipeline.
The pipeline shall be maintained so as to prevent the escape of its contents being conveyed. Connections or valves
shall not be placed in the pipeline nearer than forty feet (40') from the center of Railway Company's nearest track. Further,
the pipeline and its operation and use, shall comply with any and all applicable governmental laws, rules, and regulations.
The parties hereby incorporate the requirements of 41 C.F.R. §§ 60-1.4(a)(7), 60-250.5, 60-741.5, and 29 C.F. R. part 470,
relating to equal employment opportunity, if applicable. If required by Railway Company, gates and check valves shall be
placed in convenient locations. Licensee agrees that no hydrostatic pressure testing shall be allowed unless the carrier pipe
has been encased in a steel casing meeting Railway Company and AREMA specifications.
Construction, maintenance, operation, use and removal of the pipeline shall not endanger the safety or condition of
Railway Company's employees or property in any way, or the operation of trains or cars. The location of the pipeline shall
be marked, with markers maintained and plainly visible at the right-of-way lines.
3. Licensee shall promptly make necessary repairs to the pipeline, and, in the event of Licensee's failure to do
so, repairs may be made by Railway Company at Licensee's expense, which cost Licensee expressly agrees to pay upon
presentation of the bill.
- Page 1 of 5 -
JLL Reference No. 14-2463
Should Railway Company at any time decide a change in the location or other changes in the pipeline are desirable,
Licensee will at its cost make the changes at Railway Company's request, and, upon the failure of Licensee to do so, Railway
Company may make such changes at Licensee's expense, which expense Licensee expressly agrees to pay upon receipt of
the bill.
LICENSEE HEREBY ASSUMES ANY AND ALL RISKS ARISING OUT OF, INCIDENT TO, OR IN ANY
WAY CONNECTED WITH THE CONSTRUCTION, MAINTENANCE, OPERATION, USE OR REMOVAL OF
THE PIPELINE. IN CONSIDERATION OF THE PRIVILEGES HEREIN GRANTED, LICENSEE, TO THE
FULLEST EXTENT PERMITTED BY LAW, EXPRESSLY AGREES TO INDEMNIFY AND SAVE HARMLESS
RAILWAY COMPANY AND ANY OTHER RAILWAY COMPANIES OPERATING OVER OR USING THE
TRACKS OF RAILWAY COMPANY, ITS OR THEIR OFFICERS, AGENTS, REPRESENTATIVES,
CONTRACTORS, SERVANTS AND EMPLOYEES, SUCCESSORS AND ASSIGNS, AS THE CASE MAY BE,
FROM AND AGAINST ANY AND ALL ACTIONS, PROCEEDINGS, CLAIMS, DEMANDS, LOSSES,
OUTLAYS, DAMAGES, LIABILITIES AND EXPENSES (WHETHER ARISING IN OR BASED UPON TORT,
CONTRACT, STRICT LIABILITY, OR OTHERWISE) INCLUDING ATTORNEYS' FEES, WHICH MAY BE
INCURRED ON ACCOUNT OF INJURY TO OR DEATH OF ANY PERSON WHOMSOEVER, OR LOSS OF OR
DAMAGE TO ANY PROPERTY IN ANY WAY, DIRECTLY OR INDIRECTLY, RESULTING FROM, ARISING
OUT OF, OR CONNECTED WITH THE CONSTRUCTION, MAINTENANCE, OPERATION, USE OR
REMOVAL OF THE PIPELINE BY LICENSEE OR BY ANYONE ACTING IN ITS BEHALF, ITS OR THEIR,
AS THE CASE MAY BE, EXERCISE OF OR PERFORMANCE OF OR ITS OR THEIR FAILURE TO
EXERCISE OR PERFORM ANY OF THE RIGHTS, PRIVILEGES, DUTIES OR OBLIGATIONS GRANTED OR
IMPOSED UNDER THE PROVISIONS OF THIS AGREEMENT. LICENSEE, TO THE FULLEST EXTENT
PERMITTED BY LAW, AGREES TO INDEMNIFY AND SAVE HARMLESS RAILWAY COMPANY AND
OTHER RAILWAY COMPANIES OPERATING OVER OR USING THE TRACKS OF RAILWAY COMPANY,
ITS OR THEIR OFFICERS, AGENTS, REPRESENTATIVES, CONTRACTORS, SERVANTS AND
EMPLOYEES, SUCCESSORS AND ASSIGNS FROM AND AGAINST THEIR OWN NEGLIGENCE, EXCEPT
FOR SUCH INJURY, DEATH, LOSS OR DAMAGE WHICH MAY BE DUE TO THE SOLE ACTIVE
NEGLIGENCE OF RAILWAY COMPANY, ITS OFFICERS, AGENTS, REPRESENTATIVES,
CONTRACTORS, SERVANTS, OR EMPLOYEES. LICENSEE HEREBY RELEASES RAILWAY COMPANY
AND OTHER RAILWAY COMPANIES OPERATING OVER THE TRACKS FROM ANY DAMAGE TO THE
PIPELINE FROM ANY CAUSE WHATSOEVER.
4. It shall be the exclusive duty and responsibility of Licensee to inspect the property subject to this Agreement
to make sure that it is safe for the entry of its employees, agents and contractors. Licensee shall advise all of its employees,
agents and contractors entering the property of any safety hazards on the property, including, without limitation, the presence
of moving vehicles, buried cables, tripping hazards and overhead wires. Licensee shall instruct all of its employees, agents
and contractors entering the property that all persons, equipment and supplies must maintain a distance of at least twenty-five
-site railroad flagman to be closer than twenty-five feet
nsure that no personnel, equipment or supplies under its control are within the clearance point of the
track when moving railroad equipment may be seen from or heard at the property subject to this Agreement. Finally,
Licensee shall adopt, publish and enforce safety rules for its employees, agents and contractors that will be on Railway
Company's right of way consistent with the requirements of this Section.
5. Rights herein granted are personal and may not be assigned without Railway Company's written consent.
The provisions of this Agreement shall be binding upon the successors and permitted assigns of both parties.
6. Upon termination of this Agreement, Licensee shall immediately remove the pipeline from the property of
Railway Company and restore the property to its original state. Upon failure of Licensee to remove the pipeline and restore
the property to its original state, Railway Company may remove it and restore the property to its original state at Licensee's
expense, which cost and expense Licensee agrees to pay.
7. Licensee shall not enter nor commence construction on or under Railway Company's property or right-of-
way unless accompanied by a qualified construction observer and flagRailway
- Page 2 of 5 -
JLL Reference No. 14-2463
Company-of-way. Licensee will be responsible for all construction observer, flagging and mobilization
, and arranging for these necessary Services associated with the installation. To
enablearrangements to oversee for these Services that are to be performed under this Agreement, Licensee must submit a
written scheduling request to Railway Company, which
request is received by the Scheduling Agent for approved Railway Company qualified construction observer and flagging
contractor a minimum of thirty (30) Business Days in advance before Licensee proposes to commence work on or under
Railway Company or right-of-way. (
federal holiday nor a state holiday at the address of Railway Company
of the work to be performed, and how many
consecutive Business Days will be required for Licensee to complete the work. request must be delivered to
Scheduling Agent by contacting Bartlett & West at 785-228-3101 to leave a message and/or by sending an email to
kcscrossings@bartwest.com.
Licensee will, upon receipt of an invoice from Scheduling Agent specifying in reasonable detail Scheduling
costs and expenses of providing these Services, reimburse Scheduling Agent for all of their costs and expenses of
providing an inspection, flagging and mobilization prior to installation.
Railway Companyger or flagger provider, or
Scheduling Agent, shall be construed solely as Railway Company
Services on Railway Companyor right-of-way without further proof of qualification, and shall not be construed as
an endorsement or other verification of the abilities or qualifications of said Scheduling Agent by Railway Company. All
flaggers or Scheduling Agents provided herein shall be treated solely as independent contractors of Licensee, with no
relationship to Railway Company, for all purposes herein. Licensee and its agents, employees and contractors will clear the
tracks when directed to do so by the flagger. The presence of the flagger will not relieve Licensee of its duty to keep all of
its agents, employees and contractors clear of the tracks when trains are in dangerous proximity to the licensed area. The
actions or inactions of the flagger shall be construed for all purposes herein as the actions or inactions of the Licensee, and
s of indemnification, and saving harmless under Section 3 of this Agreement.
Scheduling Agent at least thirty (30) Business Days before
Railway Company may refuse to allow commencement of the work on the
If Railway Company
proposed commencement date because the scheduling request did not reach Scheduling Agent in time, Railway Company
will inform Licensee of this fact as promptly as possible and work with Licensee to arrange an alternative commencement
date for the work.
The construction observer and flagger will remain at the site on a reasonably continuous basis to oversee the
work, and charges will accrue for each day spent awaiting the completion of the work and the installation of appropriate
Railway Companyproperty and right-of-way. If installation
takes longer than contracted for with Scheduling Agent, Licensee will, upon receipt of an invoice from Scheduling Agent
specifying in reasonable detail costs and expenses of providing the inspection, flagging and
mobilization, reimburse Scheduling Agent for all of costs and expenses of providing an inspector,
flagger and mobilization.
Once Licensee has submitted its scheduling request to Scheduling Agent, should Licensee require a change to the
scheduled date, Licensee shall provide Scheduling A
date of the work.
agrees to pay, the daily rate, and any travel costs actually incurred, for the construction observer, flagging and mobilization for
one (1) day.
8. -of-way and the
privilege hereby granted, such use and privilege being expressly limited to the facilities described in Section 1 above, the one-
time sum of NINE THOUSAND THREE HUNDRED SEVENTY FIVE AND NO/100 DOLLARS ($9,375.00) upon
execution of this Agreement. Licensee shall pay Railway Company an additional license fee, set in accordance with Railway
- Page 3 of 5 -
JLL Reference No. 14-2463
Company's then current fee schedule, for any additional pipelines, wires or facilities permitted by Railway Company and
associated with the crossing.
9. The term of this Agreement shall be for a period of ten (10) years, beginning on the date first written above,
and will automatically renew at the end of the initial ten (10) year term for additional one (1) year periods until cancelled by
either party upon thirty (30) days advance notice. Notwithstanding the above, either party may terminate this Agreement at
any time upon thirty (30) days written notice.
10. Environmental Protection: Licensee shall not permit hazardous waste, hazardous substances or hazardous
materials (as those terms are defined in any federal, state or local law, rule, regulation or ordinance) on or in the area covered
by this Agreement without the written consent of Railway Company.
Licensee shall at all times keep the area covered by this Agreement in a safe, clean and sanitary condition, and shall
not mutilate, damage, misuse, alter or permit waste therein. Should any discharge, leakage, spillage or emission of any
hazardous waste, hazardous substance or hazardous material or pollution of any kind occur upon, in, into, under or from the
area covered by this Agreement due to Licensee's use and occupancy thereof, Licensee, at its sole cost and expense, shall
clean all property affected thereby, to the satisfaction of Railway Company and any governmental body having jurisdiction
thereover.
Licensee shall comply with all applicable ordinances, rules, regulations, requirements and laws whatsoever
including (by way of illustration only and not by way of limitation) any governmental authority or court controlling
environmental standards and conditions on the premises and shall furnish satisfactory evidence of such compliance upon
request by Railway Company. IF, AS A RESULT OF LICENSEE'S OPERATION HEREUNDER, ANY SUCH
ORDINANCE, RULE, REGULATION, REQUIREMENT, DECREE, CONSENT DECREE, JUDGMENT,
PERMIT OR LAW IS VIOLATED, OR IF, AS A RESULT OF ANY ACTION BY LICENSEE, ANY
HAZARDOUS OR TOXIC WASTE, MATERIALS OR SUBSTANCES SHOULD ENTER OR OTHERWISE
AFFECT ANY PART OF THE AREA COVERED BY THIS AGREEMENT (INCLUDING SURFACE,
SUBSURFACE, AIRBORNE AND/OR GROUND CONTAMINATION), LICENSEE SHALL INDEMNIFY AND
SAVE HARMLESS RAILWAY COMPANY FROM AND AGAINST ANY PENALTIES, FINES, COSTS,
RESPONSE, REMEDIAL, REMOVAL AND CLEAN-UP COSTS, CORRECTIVE ACTION, NATURAL
RESOURCE DAMAGE AND DAMAGES AND EXPENSES OF ANY OTHER NATURE WHATSOEVER,
INCLUDING LEGAL FEES AND COURT COSTS, IMPOSED UPON OR INCURRED BY RAILWAY
COMPANY, CAUSED BY, RESULTING FROM OR IN CONNECTION WITH SUCH VIOLATION OR
VIOLATIONS.
FOR THE PURPOSES OF THIS ENVIRONMENTAL PROTECTION SECTION, LICENSEE AGREES
TO INDEMNIFY AND SAVE HARMLESS RAILWAY COMPANY FROM AND AGAINST ANY AND ALL
CLAIMS, DEMANDS, ACTIONS, LIABILITY, RESPONSIBILITY AND CAUSES OF ACTION (WHETHER
ARISING IN OR OUT OF TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) ASSERTED AGAINST
THEM FOR DEATH, INJURY, LOSS OR DAMAGE RESULTING TO RAILWAY COMPANY'S EMPLOYEES
OR PROPERTY, OR TO LICENSEE OR LICENSEE'S EMPLOYEES OR PROPERTY, OR TO ANY OTHER
PERSONS OR THEIR PROPERTY, AND FOR ALL PENALTIES, FINES, COSTS, RESPONSE, REMOVAL,
REMEDIAL AND CLEAN UP COSTS, CORRECTIVE ACTION, NATURAL RESOURCE DAMAGE AND
DAMAGES AND EXPENSES OF ANY OTHER NATURE WHATSOEVER, INCLUDING LEGAL FEES AND
COURT COSTS, ARISING FROM, RELATED TO OR HAPPENING IN CONNECTION WITH THE USE OF
THE AREA COVERED BY THIS AGREEMENT BY LICENSEE AND ITS AGENTS, REPRESENTATIVES,
SERVANTS, EMPLOYEES AND CONTRACTORS.
FOR THE PURPOSES OF THIS ENVIRONMENTAL PROTECTION SECTION, LICENSEE FURTHER
AGREES THAT ITS OBLIGATION OF INDEMNIFICATION AND SAVING HARMLESS HEREUNDER
SHALL BE STRICT AND ABSOLUTE AND SHALL REMAIN IN FULL EFFECT IRRESPECTIVE OF ANY
NEGLIGENCE ON THE PART OF RAILWAY COMPANY.
- Page 4 of 5 -
JLL Reference No. 14-2463
11. So long as this Agreement is in effect Licensee agrees to maintain comprehensive general liability and
contractual liability insurance with minimum limits of two million dollars ($2,000,000.00) per occurrence, four million
dollars ($4,000,000.00) aggregate. Licensee shall provide automobile liability coverage in the amount of one million
dollars ($1,000,000.00) combined single limit. In addition, Licensee shall provide or re
compensation coverage for all covered employees who are on Railway Company's property. Licensee must also provide a
Railroad Protective Liability Insurance policy naming the Railway Company as the Named Insured with coverage limits
of at least two million dollars ($2,000,000.00) per occurrence and six million dollars ($6,000,000.00) aggregate. The
original Railroad Protective Liability policy shall be promptly furnished to Railway Company. Each policy must be
issued by financially reputable insurers licensed to do business in all jurisdictions where work is performed during the
term of the Agreement. A certificate of insurance will be provided to Railway Company by Licensee, reasonably
satisfactory to Railway Company in form and content, evidencing that all required coverage is in force and have been
endorsed to provide that no policy will be canceled or materially altered without first giving the Railway Company thirty
Commercial general liability policy will name Railway Company as an additional insured
and, to the fullest extent allowed under law, will contain a waiver of subrogation in favor of Railway Company. All
policies will be primary to any insurance or self-insurance the Railway Company may maintain for acts or omissions of
Licensee or anyone for whom Licensee is responsible. Any deductible or self-insured retention on the required insurance
shall be the responsibility of Licensee. Licensee will include copies of relevant endorsements or policy provisions with
the required certificate of insurance. Nothing contained in this Section limits Licensee liability to the Railway Company
to the limits of insurance certified or carried by Licensee. If Licensee utilizes subcontractors in performance of this
Agreement, the subcontractors must meet the same insurance requirements as the Licensee. If a subcontractor does not
meet the coverage requirements of this Section, subcontractor must either supplement the deficient areas of coverage or
Licensee must certify that Licensee has acquired sufficient coverage to supplement the deficiency of subcontractor.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by their
authorized representatives as of the date first above written.
THE KANSAS CITY SOUTHERN RAILWAY COMPANY
By:
Srikanth Honnur, P.E.
Title: Track and Bridge Construction Director
Date:
THE CITY OF DENTON, TEXAS
By:
Title:
Date:
- Page 5 of 5 -
EXHIBIT A
City Hall
City of Denton
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
Legislation Text
File #:ID 16-847,Version:1
Agenda Information Sheet
DEPARTMENT:Denton Municipal Electric
CM/ ACM:Howard Martin
Date:July 19, 2016
SUBJECT
Considerapprovalofaresolutionre-appointingamembertotheBoardofDirectorsofTexasMunicipalPower
Agency, a Joint Powers Agency representing the City of Denton, Texas; and declaring an effective date.
BACKGROUND
BillCheekhasservedasoneofthetwoDirectorsappointedbytheCityofDentontotheTexasMunicipal
Power Agency (TMPA) for the last two years. His term will expire July 18, 2016.
Aftercarefulconsideration,theCouncilhasinvitedBillCheektoserveforanadditionaltwo-yeartermasa
DirectorfortheCityofDentonontheTMPABoard.Mr.Cheekhasacceptedtheinvitationforre-
appointment.Thetermforwhichheisre-appointedwillcommenceeffectiveJuly18,2016andendonJuly18,
2018.PursuanttoconcurrentOrdinanceNo.75-22,TMPArequiresthataresolutionbepassedbyeach
member city that supports the nomination of a Director to the TMPA Board of Directors.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
Bill Cheek was originally appointed to the TMPA Board in July 2010.
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.Letter from TMPA
2.Resolution
Respectfully submitted:
City of DentonPage 1 of 2Printed on 7/14/2016
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File #:ID 16-847,Version:1
Phil Williams
General Manager
Denton Municipal Electric
Prepared by:
Elizabeth Bell
Denton Municipal Electric
City of DentonPage 2 of 2Printed on 7/14/2016
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S ERVING THE C ITIES OF B RYAN,D ENTON,G ARLAND &G REENVILLE
March 11, 2016
Mr. George Campbell, City Manager
City of Denton
215 E. McKinney
Denton, TX 76201
RE: TMPA Board Member Appointment
Dear Mr. Campbell:
Our records indicate thatBill Cheek’sterm as a Member of the Board of Directors of the Texas
Municipal Power Agency expires onJuly 18, 2016.The City of Denton will need to reinstate Mr.
Cheekor select a new member to serve for the next 2 year term.
After the City Council reaches a decision on this matter, please send me a certified resolutionor
certified meeting minutesspecifying the person selected to represent your City on the TMPA
Board of Directors.
Your cooperation is appreciated.
Sincerely,
Tracy Stracener
Assistant Secretary
TMPA Board of Directors
Cc:Bill Cheek
Chris Watts
Phil Williams
T EXAS M UNICIPAL P OWER A GENCY P.O.B OX 7000 B RYAN,T EXAS 77805-7000 (936)873-2013
RESOLUTION NO. ______________
A RESOLUTION RE-APPOINTING A MEMBER TO THE BOARD OF DIRECTORS OF
THE TEXAS MUNICIPAL POWER AGENCY, A JOINT POWERS AGENCY,
REPRESENTING THE CITY OF DENTON, TEXAS; AND DECLARING AN EFFECTIVE
DATE.
WHEREAS, the term of office of Bill Cheek, of the City of Denton, Texas as a member
of the Board of Directors of the Texas Municipal Power Agency will expire on July 18, 2016;
and
WHEREAS, the City Council of the City of Denton after due consideration has selected
Bill Cheek, for re-appointment for another two-year term to the Texas Municipal Power Agency
Board of Directors, which position he has held with distinction; and
WHEREAS, effective on July 18, 2016, the City Council hereby re-appoints Bill Cheek
as a member of the Texas Municipal Power Agency Board of Directors; NOW, THEREFORE
THE CITY COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES:
SECTION 1. Pursuant to the terms and provisions of concurrent Ordinance No. 75-22 of
the City of Denton, Texas, Bill Cheek is hereby appointed to an additional two-year term of office
as a Director representing Denton on the Board of Directors of the Texas Municipal Power Agency,
his term of office beginning on July 18, 2016 and ending on July 18, 2018.
SECTION 2. This resolution 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: __________________________________
City Hall
City of Denton
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
Legislation Text
File #:ID 16-854,Version:1
Agenda Information Sheet
DEPARTMENT:DME
CM/ ACM:Howard Martin
Date:July 19, 2016
SUBJECT
ConsideradoptionofanordinanceoftheCityCounciloftheCityofDentonauthorizingtheCityManager,or
hisdesignee,toexecutea“RailSpurInterruptionAgreement”betweentheCityofDentonandTetraPak,Inc.,
regardingthepublicdrainageimprovementsinandaroundtheareaeastofS.WesternBlvd.andnorthofTetra
Pak and Peterbilt; and providing an effective date.
BACKGROUND
The City of Denton desires to construct public drainage improvements in and around the area east of S.
Western Blvd. and north of both Tetra Pak and Peterbilt. This area provides vital access to a DME substation
when maintenance and repairs are required. The construction of the public drainage improvements will require
the interruption of the use of the rail spur by which Tetra Pak, Inc. receives its raw materials and thereby may
cause business interruptions. The City and Tetra Pak, Inc. have reached an agreement which provides for
interruption of the rail spur to occur to allow for the construction of the public drainage improvements and the
allocation of costs and potential damages.
OPTIONS
1.Approve the Ordinance
2.Do not approve the Ordinance
RECOMMENDATION
DME recommends approval of the Ordinance.
ESTIMATED SCHEDULE OF PROJECT
The period of interruption is scheduled between August 23, 2016 and September 18, 2016.
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:
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File #:ID 16-854,Version:1
Related Key Focus Area:Public Infrastructure
Related Goal:2.3 Promote superior utility services and facilities
EXHIBITS
1.Ordinance (with agreement)
Respectfully submitted:
Phil Williams
General Manager, DME
Prepared by:
Smith Day
Compliance Mgr., DME
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ORDINANCE NO. ____________
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON AUTHORIZING
THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE A “RAIL SPUR
INTERRUPTION AGREEMENT” BETWEEN THE CITY OF DENTON AND TETRA PAK,
INC., REGARDING THE PUBLIC DRAINAGE IMPROVEMENTS IN AND AROUND THE
AREA EAST OF S. WESTERN BLVD. AND NORTH OF TETRA PAK AND PETERBILT;
AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City of Denton desires to construct public drainage improvements in and
around the area east of S. Western Blvd. and north of both Tetra Pak and Peterbilt;
WHEREAS, the construction of the public drainage improvements will require the
interruption of the use of the rail spur by which Tetra Pak, Inc. receives its raw materials;
WHEREAS, the City and Tetra Pak, Inc. have reached an agreement which provides for
interruption of the rail spur to occur to allow for the construction of the public drainage
improvements and the allocation of costs and potential damages;
WHEREAS, Denton finds these public drainage improvements and this agreement
ancillary to the same to be in the best interest of Denton; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON ORDAINS:
SECTION 1. The recitals provided in this Ordinance, as set forth above, are adopted by
the City Council as findings of the City Council.
SECTION 2. The City Manager, or his designee, is authorized to execute on behalf of
the City of Denton (i) the Rail Spur Interruption Agreement, between the City and Tetra Pak,
Inc., substantially in the form attached as Exhibit “A” which includes the matters set forth in the
recitals above; and (ii) any other documents related to the terms and conditions of the Rail Spur
Interruption Agreement.
SECTION 3. If any section, article, paragraph, sentence, phrase, clause or word in this
ordinance, or application thereof to any persons or circumstances, is held invalid or
unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of
the remaining portions of this ordinance; the City Council declares that it would have ordained
such remaining portion despite such invalidity, and such remaining portion shall remain in full
force and effect.
SECTION 4. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the _____ day of ___________________, 2016.
1
__________________________________
CHRIS WATTS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By: _______________________________
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
By: _______________________________
2
RAILSPURINTERRUPTIONAGREEMENT
THISAGREEMENTisbetweenTETRAPAK,INC.,aTexascorporationΛͻĻƷƩğtğƉͼΜandtheCITYOF
DENTON,aTexashomerulemunicipalcorporationΛͻ5ĻƓƷƚƓͼΜ͵
RECITALS:
A.DentondesirestoconstructpublicdrainageimprovementsΛͻ5ƩğźƓğŭĻCğĭźƌźƷźĻƭͼΜinthe
landdescribedastheDrainageEasementArea(describedandillustratedontheattachedExhibitͻ!ͼΜ͵The
installationandconstructionof,andotherworknecessaryforthecompletionof,theDrainageFacilities
arecollectivelyreferredtoastheͻ5ƩğźƓğŭĻƚƩƉͼ͵
B.TheconstructionofDrainageWorkintheDrainageEasementAreaincludesthe
placementofoneormoreboxculvertsunderanexistingrailspurthatservesTetraPak.Therailspuris
identifiedonExhibitͻ!ͼ͵Theuseofthisrailspurwouldbeinterrupted,andnotavailableforTetratğƉƭ
normalraildelivery,betweenAugust23,2016andSeptember18,2016ΛͻLƓƷĻƩƩǒƦƷźƚƓtĻƩźƚķͼΜ͵
C.TetraPakhasagreedtotherailspurbeingunavailablefordeliveriesduringthe
InterruptionPeriod.TetraPakhasalsomadearrangementswithitssuppliers,atnoadditionalcosttoit,
toobtainmaterialsrequiredduringtheInterruptionPeriodtobedeliveredtoitbeforethe
commencementoftheInterruptionPeriod.Thesematerialswillbelocatedinrailcarslocatedonthat
portionoftherailspursouthoftheDrainageEasementArea.
D.Denton,assetforthbelow,hasagreedtocompensateTetraPakfortheactualcosts
associatedwiththeinternalrailmovementofanymaterialsdeliveredinadvanceoftheInterruption
Period.
AGREEMENTS:
InconsiderationofthemutualconditionsandagreementssetforthinthisAgreement,andfor
othergoodandvaluableconsideration,thereceiptandsufficiencyofwhichareacknowledged,TetraPak
andDentonagreeasfollows:
1.InterruptionPeriod.Thepartiesagreethattheportionoftherailspurlocatedwithinthe
DrainageEasementAreawillnotbeavailableforusebyTetraPak,oranyentityonbehalfofTetraPak,
duringtheInterruptionPeriod.
2.ExpensesRelatedtoInternalRailMovementofMaterialsDeliveredinAdvanceofthe
InterruptionPeriod.DentonagreestopayfortheactualexpensesTetraPakincursfromTracWork,Inc.
fortheinternalrailmovementofrequiredmaterialsdeliveredinadvanceoftheInterruptionPeriod.Tetra
PakhastheoptiontoeitherseekreimbursementfromDenton,forwardunpaidinvoicestoDenton,or
allowTracWork,Inc.toinvoiceDentondirectly.AllpaymentswillbemadebyDentonwithinthirty(30)
daysofreceipt.
3.LiquidatedDamages;NoFurtherDamagesorRemedies.
A.LiquidatedDamages.IntheeventTetraPakhasnotreceiveditsregularly
scheduleddeliveryofmaterialsbyrailonSeptember19,2016thepartieshaveagreedthatTetra
PakwillbepaidbyDenton,asliquidateddamages,theamountofEightThousandDollarsand
_____________________________________________________________________________________
Page1of4ΑRailSpurInterruptionAgreement
no/cents($8,000.00)perday,beginningSeptember19,2016,andcontinuingeachdayuntilTetra
Pakreceivesitsfirstdeliverybyrail.
B.NoFurtherDamagesorRemedies.Theliquidateddamagessetforthinparagraph
3.A.abovearetheonlydamagesavailabletoTetraPakfor5ĻƓƷƚƓƭbreachofthisAgreement.
ThepartiesagreethatDentonwillnotberesponsible,orheldliable,foranydirect,indirect,
consequential,speculative,special,incidentalorpunitivelossesordamagesthatTetraPakmay
incurasaresultof5ĻƓƷƚƓƭfailuretotimelycompletetheDrainageWork.
4.ForceMajeure.ThedeadlineforcompletionoftheDrainageWorkmaybeextendedby
writtennoticefromDentontoTetraPak,butonlyiftheneedforsuchextensionisforreasonsofForce
Majeurebeyond5ĻƓƷƚƓƭcontrolandonlyifDentonhasbeenandiscontinuouslyanddiligentlypursuing
completionofthesameusingitsbestreasonableefforts.ͻCƚƩĭĻağƆĻǒƩĻͼmeansaneventor
circumstancewhichpreventsonepartyfromperformingitsobligationshereunder,whichisnotwithin
thereasonablecontroloftheclaimingparty,andwhich,bytheexerciseofduediligence,theclaiming
partyisunabletoovercomeoravoidorcausetobeavoided.ForceMajeureshallinclude,without
limitation,strike,stoppageinlabor,riot,significantfire,floodoricedamage,tornados,invasion,
insurgency,civilwar,commotion,insurrection,blockades,embargoes,sabotage,epidemics,explosions,
actsofterrorism,militaryorusurpedpower,orderofanycourtgrantedinanybonafidelegalproceeding
oraction,orderofanycivil,militaryorgovernmentalauthority(eitherdefactoordejureandincluding,
withoutlimitation,ordersofgovernmentalandadministrativeagenciesthatconflictwiththetermsofthis
Agreement),oractsofGodorpublicenemies.Notwithstandingtheabove,claimsbyDentonforForce
MajeureshallnotincludedelaysasaresultofactsoromissionsofDentonorgovernmentalentitiesor
agenciesunderthecontrolofDenton.
5.SuccessorsandAssigns.TheacknowledgmentsandagreementsofTetraPakandDenton
shallinuretothebenefitofandbeenforceablebyTetraPakandDenton,aswellastheirrespectivelegal
representatives,successorsandassignsandbebindinguponandenforceableagainstTetraPak,Denton
andanyoftheirlegalrepresentatives,successorsandpermittedassigns.
6.ChoiceofLaw.THISAGREEMENTSHALLBEGOVERNEDBYTHELAWSOFTHEUNITED
STATESOFAMERICAANDTHELAWSOFTHESTATEOFTEXAS,WITHOUTREGARDTOITSCONFLICTOF
RULES.THISAGREEMENTISPERFORMABLEIN,ANDTHEEXCLUSIVEVENUEFORANYACTIONBROUGHT
WITHRESPECTHERETO,SHALLLIEINCOURTSOFCOMPETENTJURISDICTIONINDENTONCOUNTY,TEXAS.
7.Headings.Thetitlesandarticleheadingscontainedhereinareforpurposesof
identificationonlyandshallnotbeconsideredinconstruingthisAgreement.
8.Notices.Anynotice,reportordemandbyTetraPakand/orDentonwithrespecttothis
Agreementshallbeinwritingandshallbedeemedtohavebeensufficientlygivenorservedtothe
receivingpartyforallpurposesuponsuchƦğƩƷǤƭactualreceiptorrefusalofreceiptwhensentby(i)
registeredorcertifiedmail,returnreceiptrequested,or(ii)personalhanddelivery,or(iii)overnight
courierservice,tothereceivingparty,asapplicable,attheaddressshownbeneaththesignaturesbelow.
8.EntireAgreement.ThisAgreementandtheexhibitsattachedheretocontaintheentire
agreementofthepartieswithrespecttothesubjectmatterofthisAgreement,andsupersedeallprior
_____________________________________________________________________________________
Page2of4ΑRailSpurInterruptionAgreement
negotiations,agreementsandunderstandingswithrespectthereto.ThisAgreementmayonlybe
amendedbyawrittendocumentdulyexecutedbyallparties.
9.Severability.IfanyprovisionofthisContractisheldunenforceable,thensuchprovision
willbemodifiedtoreflecttheparties'intention.AllremainingprovisionsofthisContractshallremainin
fullforceandeffect.
10.EffectiveDate.ThisAgreementwillbecomeeffectivewhenallthepartieshavesignedit.
ThedatethisAgreementissignedbythelastpartytosignit(asindicatedbythedatestatedunderthat
ƦğƩƷǤƭsignature)willbedeemedtheEffectiveDateofthesame.
INWITNESSWHEREOF,thepartiesheretohaveexecutedthisAgreementinthemanner
appropriatetoeach,effectiveasofthedatereferencedinthefirstparagraphhereof.
TETRAPAK:
TETRAPAK,INC.,aTexascorporation
_____________________________________________________
Signature
_____________________________________________________
PrintedName
_____________________________________________________
Title
ExecutedbyTetraPakonthe_____dayof__________,2016.
NoticeAddress:
3300AirportRoad
Denton,Texas76207
Tel.No.(940)5658800
FaxNo.(940)________
_____________________________________________________________________________________
Page3of4ΑRailSpurInterruptionAgreement
DENTON:
CITYOFDENTON,aTexashomerulemunicipalcorporation
By:_____________________________________________________
GeorgeC.Campbell,CityManager
ExecutedbyCityofDentononthe_____dayof__________,2016.
ATTEST:
JENNIFERWALTERS,CITYSECRETARY
By:_____________________________________________________
APPROVEDASTOLEGALFORM:
ANITABURGESS,CITYATTORNEY
By:_____________________________________________________
NoticeAddress:
CityofDenton,TexasCityAttorney
215E.McKinneyStreet
Denton,Texas76201
Tel.No.(940)3498333
FaxNo.(940)3827923
_____________________________________________________________________________________
Page4of4ΑRailSpurInterruptionAgreement
EXHIBIT"A"
City Hall
City of Denton
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
Legislation Text
File #:ID 16-856,Version:1
AGENDA INFORMATION SHEET
DEPARTMENT:Materials Management
ACM:Bryan Langley
AGENDA DATE:July 19, 2016
SUBJECT
ConsideradoptionofanordinanceoftheCityofDentonauthorizingtheCityManagerorhisdesigneeto
executeacontractthroughtheBuyBoardCooperativePurchasingNetworkfortheacquisitionofone(1)2016
Peterbiltmodel567RollOffRefuseTruckfortheCityofDentonSolidWasteDepartment;andprovidingan
effectivedate(File6183-awardedtoRushTruckCenter,Craneintheamountof$189,844).ThePublicUtilities
Board recommends approval (4-0).
FILE INFORMATION
Thistruckisareplacementfora2005Peterbiltmodel357thathasmettheFleetDepartment’sreplacement
criteriaregardingageandrepaircosts.The2005truckhasfiredamagefromanelectricalshortagethathas
causedittobereplacedsix(6)monthssoonerthanoriginallyplanned.Toexpeditethereplacementprocess,a
quotewasobtainedthroughtheBuyBoardCooperativePurchasingNetworkContract#420-13(Exhibit1).A
letterofintenttopurchasewasissuedtothevendorinordertoholdthenextavailablevehicleontheproduction
line to expedite Solid Waste receiving the truck after the issuance of a purchase order.
Thisitemisconsideredasinglesourceduetoincreasedsavingsinpartsstocking,repairfamiliarity,and
operator training by standardizing the units (Exhibit 2).
RECOMMENDATION
Awardthepurchaseofone(1)2016Peterbiltmodel567RollOffRefuseTruckfromRushTruckCenter,Crane
in the amount of $189,844.
PRINCIPAL PLACE OF BUSINESS
Rush Truck Center, Crane
San Antonio, TX
ESTIMATED SCHEDULE OF PROJECT
The purchase and delivery of the refuse truck will occur within 30 days of purchase order issuance.
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FISCAL INFORMATION
TheRollOffRefuseTruck(FleetID#SW16117)willbefundedfromSolidWasteCapitalProjectFundaccount
660174595.1355.30100. Requisition #129587 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:2.3 Promote superior utility services and facilities
EXHIBITS
Exhibit 1: Quote
Exhibit 2: Standardization Memo
Exhibit 3: Public Utilities Board Minutes
Exhibit 4: Ordinance
Respectfully submitted:
Chuck Springer, 349-8260
Director of Finance
For information concerning this acquisition, contact: Terry Kader at 349-8729.
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EXHIBIT 1
EXHIBIT 2
EXHIBIT 3
1DRAFT MINUTES
2PUBLIC UTILITIES BOARD
3July11, 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, July11, 2016 at9:04a.m. in the Service Center Training Room at the City of Service
8Center, 901 A Texas Street, Denton, Texas.
9
10Present: Chair Randy Robinson, Vice ChairPhil Gallivan,Lilia Bynum, and
11Charles Jackson
12
13Ex Officio Members: Howard Martin, ACM Utilities
14
15Absent: Barbara Russell Brendan Carroll and Susan Parker
16
17OPEN MEETING
18
19CONSENT AGENDA
20
21D.PUB16-153 - Consider recommending adoption of an ordinance accepting proposals and
22awarding a contract through the Buy Board Cooperative Purchasing Network for the
23acquisition of one (1) 2016 Peterbilt model 567 Roll Off Refuse Truck for the City of
24Denton Solid Waste Department;andprovidinganeffective date(File 6183-awarded to Rush
25Truck Center, Crane in the amount of $189,844).
26
27Board Member Gallivan motioned to approve item D. There was a second by Board
28Member Jackson. Vote 4-0 approved.
29
30Adjournment 10:52a.m.
EXHIBIT 4
ORDINANCE NO. ___________
CONSIDER ADOPTION OF AN ORDINANCE OF THE CITY OF DENTON
AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A CONTRACT
THROUGH THE BUY BOARD COOPERATIVE PURCHASING NETWORK FOR THE
ACQUISITION OF ONE (1) 2016 PETERBILT MODEL 567 ROLL OFF REFUSE TRUCK
FOR THE CITY OF DENTON SOLID WASTE DEPARTMENT; AND PROVIDING AN
EFFECTIVE DATE (FILE 6183-AWARDED TO RUSH TRUCK CENTER, CRANE IN THE
AMOUNT OF $189,844).
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
6183 Rush Truck Center, Crane $189,844
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 4
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 6183 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 16-857,Version:1
AGENDA INFORMATION SHEET
DEPARTMENT:Materials Management
ACM:Bryan Langley
AGENDA DATE:July 19, 2016
SUBJECT
ConsideradoptionofanordinanceauthorizingtheCityManagertoexecuteaCooperativePurchasingProgram
AgreementwiththeDentonIndependentSchoolDistrict,Denton,Texas,underSection271.102oftheLocal
GovernmentCode,toauthorizeparticipationinCityofDentoncontractsforthepurchaseofvariousgoodsand
servicesincludinglightdutyvehicles;authorizingtheexpenditureoffundstherefor;anddeclaringaneffective
date (File 6151-Cooperative Purchasing Program Agreement with the Denton Independent School District).
FILE INFORMATION
Section271.102oftheTexasLocalGovernmentCode,authorizesrespectiveparticipatinggovernmentstoenter
intoagreementsforthepurchaseofgoodsandservices.TheattachedAgreementisanauthorizationforthe
DentonIndependentSchoolDistricttoparticipateincontractsawardedbytheCityofDentonandfortheCity
ofDentontoparticipateincontractsawardedbytheDentonIndependentSchoolDistrict.Thecontractwill
remain in effect until terminated by either party.
ThisAgreementwillallowbothentitiestoutilizecontractsforgoodsandservicescompetitivelysolicitedby
theotherpartytothecontract.Thesolicitationprocessfollowedbybothentitiesmeetsallstatutorybidding
requirements.UponapprovaloftheAgreement,theDentonIndependentSchoolDistrictintendstoutilizethe
CityofDenton’sContract#5647forLightDutyVehicles(Exhibit1).TheCityofDentonwillreceivea1%
servicefeefromJamesWoodAutoparkforeachvehiclepurchasedbytheDentonIndependentSchoolDistrict
through this contract.
RECOMMENDATION
ApproveanInterlocalCooperativePurchasingProgramAgreementwiththeDentonIndependentSchool
District.
PRINCIPAL PLACE OF BUSINESS
Denton Independent School District
Denton, TX
ESTIMATED SCHEDULE OF PROJECT
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ThisAgreementiseffectiveuponapprovalbytheCityofDentonandwillremainineffectuntilterminatedby
either party.
FISCAL INFORMATION
Eachfutureacquisition,basedonthisAgreement,willfollowtheCityofDentonfiscalverificationpolicyand
be charged to the appropriate budget account.
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:1.6 Collaborate with local, regional, state, and federal partners
EXHIBITS
Exhibit 1: Contract 5647
Exhibit 2: Ordinance
Exhibit 3: Cooperative Purchasing Agreement
Respectfully submitted:
Chuck Springer, 349-8260
Director of Finance
For information concerning this acquisition, contact: Elton Brock at 349-7133.
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DocuSign Envelope ID: AAD8AA55-D2A7-4E8C-BA8B-2A4C5271F2A0
EXHIBIT 1
MATERIALS MANAGEMENT DIVISION 901-B TEXAS STREET DENTON, TEXAS 76209
940.349.7100 FAX 940.349.7302
December 7, 2015
Mr. Brad Roblyer
James Wood Autopark
3906 I-35E South
Denton, TX 76202
broblyer@jameswood.com
Ref: File 5647- Renewal of Contract for Light Duty Vehicles
Mr. Roblyer:
The City of Denton agrees to renew the above contract, with the price changes shown on the attached
Exhibit D and all other terms and conditions remaining the same. If your company is in agreement, please
sign a copy of this letter and return it to me.
Thank you for your continued interest in the City of Denton. If you have any questions, please contact
me.
Regards,
Elton D. Brock, MBA, CTPM, CTCM, C.P.M.
Purchasing Manager
cc: File 5647
____________________________________
Authorized Rep.
____________________________________
Date
“Dedicated to Quality and Service”
www.cityofdenton.com
DocuSign Envelope ID: AAD8AA55-D2A7-4E8C-BA8B-2A4C5271F2A0
EXHIBIT 1
Includes contract amendments 1, 2, 3
REVISED EXHIBIT D
2016 Renewal Pricing
IFB-BV 5647 -SUPPLY OF LIGHT DUTY VEHICLES
JAMES WOOD
AUTOPARK
DENTON, TX
SECTION A
2015 Base Vehicle
Line
DESCRIPTIONPrice (1% COOP
2016 Pricing
Item
Fee)
City Express 1LS, 15S60 (Power door locks and keyless remote
1 $ 20,645.91
$ 21,265.29
not available)
Cruze LS, 1PL69
2 $ 17,631.75
$ 18,160.70
Equinox LS, 1LF26
3 $ 20,299.47
$ 20,924.98
Express Passenger Van 3500 RWD, CG33406
4 $ 25,628.76
$ 26,397.62
12 Passenger
Express Cargo Van 3500 RWD, CG33405
5 $ 26,744.48
$ 27,546.81
Impala Limited LS (fleet), 1WF19
6 $ 18,911.69
$ 19,479.04
Malibu LS, 1GB69
7 $ 19,393.65
$ 19,975.46
Silverado 1500 1WT Regular Cab Standard Box, 2WD,
8 $ 20,971.67
$ 21,600.82
CC15703
Silverado 1500 1WT Regular Cab Long Box, 2WD, CC15903
9 $ 20,580.68
$ 21,198.10
Silverado 1500 1WT Double Cab Standard Box, 2WD, CC15753
10 $ 22,591.80
$ 23,269.55
Silverado 1500 1WT Crew Cab Short Box, 2WD, CC15543
11 $ 25,372.15
$ 26,133.31
Silverado 2500HD 1WT Regular Cab Long Box, 2WD, CC25903
12 $ 24,877.95
$ 25,624.29
Silverado 2500HD 1WT Double Cab Standard Box, 2WD,
13 $ 26,373.53
$ 27,164.74
CC25753
Silverado 2500HD 1WT Double Cab Long Box, 2WD, CC25953
14 $ 26,558.17
$ 27,354.92
Silverado 2500HD 1WT Crew Cab Standard Box, 2WD,
15 $ 27,685.19
$ 28,515.75
CC25743
Silverado 3500HD 1WT Regular Cab Long Box, 2WD, CC35903
16 $ 26,167.19
$ 26,952.21
Silverado 3500HD 1WT Double Cab Long Box, 2WD, CC35953
17 $ 30,269.60
$ 31,177.69
Silverado 3500HD 1WT Crew Cab Standard Box, 2WD,
18 $ 30,057.65
$ 30,959.38
CC35743
Silverado 3500HD 1WT Crew Cab Long Box, 2WD, CC35943
19 $ 30,242.29
$ 31,149.56
Silverado 1500 1WT Regular Cab Standard Box, 4WD,
20 $ 23,183.62
$ 23,879.13
CK15703
Silverado 1500 1WT Regular Cab Long Box, 4WD, CK15903
21 $ 23,473.94
$ 24,178.16
Silverado 1500 1WT Double Cab Standard Box, 4WD, CK15753
22 $ 25,569.44
$ 26,336.52
Silverado 1500 1WT Crew Cab Short Box, 4WD, CK15543
23 $ 27,555.22
$ 28,381.88
Silverado 2500HD 1WT Regular Cab Long Box, 4WD,
24 $ 27,051.70
$ 27,863.25
CK25903
Silverado 2500HD 1WT Double Cab Standard Box, 4WD,
25 $ 28,547.28
$ 29,403.70
CK25753
Silverado 2500HD 1WT Double Cab Long Box, 4WD, CK25953
26 $ 28,731.91
$ 29,593.87
Silverado 2500HD 1WT Crew Cab Standard Box, 4WD,
27 $ 29,858.96
$ 30,754.73
CK25743
Silverado 2500HD 1WT Crew Cab Long Box, 4WD, CK25943
28 $ 30,043.59
$ 30,944.90
Page 1 of 2
DocuSign Envelope ID: AAD8AA55-D2A7-4E8C-BA8B-2A4C5271F2A0
EXHIBIT 1
Includes contract amendments 1, 2, 3
REVISED EXHIBIT D
2016 Renewal Pricing
Silverado 3500HD 1WT Regular Cab Long Box, 4WD,
29 $ 28,690.30
$ 29,551.01
CK35903
Silverado 3500HD 1WT Double Cab Long Box, 4WD, CK35953
30 $ 31,270.10
$ 32,208.20
Silverado 3500HD 1WT Crew Cab Standard Box, 4WD,
31 $ 32,231.40
$ 33,198.34
CK35743
Silverado 3500HD 1WT Crew Cab Long Box, 4WD, CK3594
32 $ 32,066.69
$ 33,028.69
Silverado 3500HD 1WT Reg. Cab Dual Rear Wheel, 2WD,
33 $ 25,599.05
$ 26,367.02
CC36003
Silverado 3500HD 1WT Reg. Cab Dual Rear Wheel, 2WD,
34 $ 25,764.75
$ 26,537.69
CC36403
Silverado 3500HD 1WT Crew Cab Dual Rear Wheel, 2WD,
35 $ 28,108.02
$ 28,951.26
CC36043
Silverado 3500HD 1WT Reg. Cab Dual Rear Wheel, 4WD,
36 $ 27,957.46
$ 28,796.18
CK36003
Silverado 3500HD 1WT Reg. Cab Dual Rear Wheel, 4WD,
37 $ 28,123.15
$ 28,966.84
CK36403
Silverado 3500HD 1WT Crew Cab Dual Rear Wheel, 4WD,
38 $ 30,281.78
$ 31,190.23
CK36043
Sonic LS, 1JU69
39 $ 14,203.02
$ 14,629.11
Spark LS, 1CM48
40 $ 13,947.32
$ 14,365.41
Suburban, 2WD, CC15906
41 $ 35,837.80
$ 40,531.89
Tahoe, 2WD, CC15706
42 $ 33,839.52
$ 37,968.48
Traverse, CR14526
43 $ 24,875.97
$ 25,622.25
Trax LS/1FL, 1JU76
44 $ 18,700.56
$ 19,261.58
Volt, 1RC68
45 $ 33,611.91
MID YEAR
4615 Passenger Van EXPRESS 3500, CG33706 $ 28,077.00 $ 28,077.00
Average increase:
SECTION B
Additional Services INCLUDED in above Pricing:
Comparable Medium Duty Loaner Vehicles issued for Warranty
46
Repairs
47
Courtesy Exterior Car Wash Every Visit of Purchased Vehicle
48
Planned Maintenance Programs for Purchased Vehicles
49
Scheduled Maintenance for 3 Years or 36,000 Miles
Pickup and Delivery for repairs within a radious of 10 miles from
50
Denton, Texas
51
Multi Point Inspection and Condition Report with Every Visit
52
Delivery charge on New Vehicle Purchased
SECTION C
Repair and Parts Discounts
54
Percentage Discount for Body Repairs (PAINT AND LABOR)
55Parts and Service Discounts for non-warranty maintenance and repairs
SECTION D
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
Invoice Paid in 10 days
Page 2 of 2
DocuSign Envelope ID: AAD8AA55-D2A7-4E8C-BA8B-2A4C5271F2A0
EXHIBIT 1
Includes contract amendments 1, 2, 3
REVISED EXHIBIT D
2016 Renewal Pricing
IFB-BV 5647 - Options for SUPPLY OF LIGHT DUTY VEHICLES
20152016
MANUFACTUROPTION DESCRIPTION
Item
ADDER/DEDUCT ADDER/DEDUCT
MODEL
Number
ER OF OPTION
AMOUNTAMOUNT
NOTE: ALL priced chassis manufacturer options must include a factory option code.
Options that do not include such a part code (or other data called for on this form) may
be excluded from contract award. Failure to include a thorough list of priced
manufacture options may result in a non-compliant assessment for a given model, or
overall.
1ChevroletSilverado 1500Trailer Package
$ 341.25
$ 318.75
2ChevroletSilverado 2500Trailer Package
$ 254.80
$ 238.00
3ChevroletSilverado 3500Trailer Package
STANDARD
STANDARD
4ChevroletSilverado 1500Back Up Camera
$ 182.00
$ 176.00
5ChevroletSilverado 2500Back Up Camera
$ 182.00
$ 176.00
6ChevroletSilverado 3500Back Up Camera
$ 182.00
$ 176.00
7ChevroletSilverado 15005.3L V8
$ 996.00
$ 963.00
8ChevroletSilverado 15006.2L V8
$ 2,270.75
$ 2,120.75
9ChevroletSilverado 25006.6L Diesel V8
$ 7,639.45
$ 7,135.00
10ChevroletSilverado 25006.0L CNG V8
$ 8,645.00
$ 8,075.00
11ChevroletSilverado 35006.6L Diesel V8
$ 7,639.45
$ 7,135.00
12ChevroletSilverado 1500110-Volt AC Power Outlet
$ 113.75
$ 106.25
13ChevroletSilverado 2500110-Volt AC Power Outlet
$ 113.75
$ 106.25
14ChevroletSilverado 3500110-Volt AC Power Outlet
$ 113.75
$ 106.25
15ChevroletSilverado 1500additional Set of Keys
$ 41.00
$ 38.25
16ChevroletSilverado 2500additional Set of Keys
$ 41.00
$ 38.25
17ChevroletSilverado 3500additional Set of Keys
$ 41.00
$ 38.25
18ChevroletSilverado 2500Box Delete
$ (614.25)
$ (573.75)
19ChevroletSilverado 3500Box Delete
$ (955.00)
$ (811.40)
20ChevroletCruze2.0L Diesel Engine N/A
$ 6,820.35
21ChevroletTahoeBack Up Camera
STANDARD
STANDARD
22ChevroletTrax110-Volt AC Power Outlet
$ 92.00
$ 85.00
23ChevroletSuburbanTrailer Package
STANDARD
STANDARD
24ChevroletExpressTrailer Package
$ 243.20
$ 225.25
25ChevroletSilverado 3500Dual Rear Wheels
$ 482.30
$ 520.88
$ 335.75
26ChevroletSilverado 1500Locking Differential
$ 359.45
27ChevroletSilverado 1500Tires, P265/70R17 all terrain tire
$ 182.00
$ 170.00
Tires, LT265/70R17E all-terrain,
$ 170.00
28ChevroletSilverado 2500blackwall
$ 182.00
Tires, LT265/70R18E all-terrain,
$ 170.00
29ChevroletSilverado 3500blackwall
$ 182.00
30ChevroletSilverado 3500Tires, LT235/80R17E all-terrain
$ 182.00
$ 170.00
31ChevroletTahoeTrailer Package
$ 476.00
$ 455.00
Amendment
32ChevroletTahoeAll-weather Floor Mats
$ 225.00
$ 225.00 #1 1-14-
$ 100.00
33ChevroletvariousBody Up-Fit Service Charge
$ 100.00 2015
34ChevroletSilverado 1500Bluetooth
$ 368.00 $ 395.85
35ChevroletSilverado 2500Bluetooth
$ 368.00
$ 395.85
36ChevroletSilverado 2500Brake Controller
$ 226.00 $ 250.25
37ChevroletExpressGrab Handle
$ 735.00
$ 735.00
Amendment
38ChevroletSilverado 1500All Weather Mats
$ 154.00 $ 154.00
Allison Transmission (includes 6.6L
#2
39
ChevroletSilverado 3500Duramax)
$ 8,395.00 $ 8,395.00
40ChevroletSilverado 3500Brake Controller
$ 226.00
$ 250.25
ChevroletSilverado 3500Heated Towing Mirrors
$ 952.00
$ 986.00
41
ChevroletSilverado 1500Power Mirrors
$ 464.00
$ 368.00
42
DocuSign Envelope ID: AAD8AA55-D2A7-4E8C-BA8B-2A4C5271F2A0
EXHIBIT 1
Includes contract amendments 1, 2, 3
REVISED EXHIBIT D
2016 Renewal Pricing
20152016
MANUFACTUROPTION DESCRIPTION
Item
ADDER/DEDUCT ADDER/DEDUCT
MODEL
Number
ER OF OPTION
AMOUNTAMOUNT
43ChevroletSilverado 35001LT Preferred Group
$ 2,665.00 $ 2,665.00
44ChevroletSilverado 3500LT Convenience Package
$ 728.00 $ 728.00
Amendment
45ChevroletSilverado 3500Rear Axle, Wide-Track
$ 190.00 $ 190.00
"Instock Fee" (for vehicles purchased
#3 Added
46ChevroletAll
off the lot) Amount will vary by
3/25/2015
model and be invoiced as actual cost,
NTE $1,000 per vehicle.
EXHIBIT 2
ORDINANCE NO. ___________
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A
COOPERATIVE PURCHASING PROGRAM AGREEMENT WITH THE DENTON
INDEPENDENT SCHOOL DISTRICT, DENTON, TEXAS, UNDER SECTION 271.102 OF
THE LOCAL GOVERNMENT CODE, TO AUTHORIZE PARTICIPATION IN CITY OF
DENTON CONTRACTS FOR THE PURCHASE OF VARIOUS GOODS AND SERVICES
INCLUDING LIGHT DUTY VEHICLES; AUTHORIZING THE EXPENDITURE OF FUNDS
THEREFOR; AND DECLARING AN EFFECTIVE DATE (FILE 6151-COOPERATIVE
PURCHASING PROGRAM AGREEMENT WITH THE DENTON INDEPENDENT SCHOOL
DISTRICT).
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager, or his designee is hereby authorized to execute the
Cooperative Purchasing Program Agreement with the Denton Independent School District under
Section 271.102 of the Local Government Code, a copy of which is attached hereto and
SECTION 2. The City Manager, or his designee is authorized to expend funds pursuant
to the Agreement for the purchase of various goods and services.
SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates
the authority to take any actions that may be required or permitted to be performed by the City of
Denton under the Cooperative Purchasing Program Agreement with the Denton Independent
School District, to the City Manager of the City of Denton, Texas, or his designee.
SECTION 4. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the _______ day of _______________________, 2016.
______________________________
CHRIS WATTS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: _________________________________
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: _________________________________
EXHIBIT 3
EXHIBIT 3
EXHIBIT 3
City Hall
City of Denton
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
Legislation Text
File #:ID 16-859,Version:1
AGENDA INFORMATION SHEET
DEPARTMENT:Materials Management
ACM:Bryan Langley
AGENDA DATE:July 19, 2016
SUBJECT
ConsideradoptionofanordinanceauthorizingtheCityManagertoexecuteChangeOrder#1tothecontract
betweentheCityofDentonandJagoe-PublicCompanyfortheEagleDriveReconstructionproject;providing
fortheexpenditureoffundstherefor;andprovidinganeffectivedate(Bid6057-ChangeOrder#1inthe
negative amount of $94,886.25 for a total contract award aggregating to $1,994,664.17).
CHANGE ORDER INFORMATION
ThisprojectisastreetimprovementprojectthatconsistsofthereconstructionofEagleDrivefromNorthTexas
BoulevardwesttoCarrollBoulevard.Thereconstructionwilltakeplaceintwophases.PhaseIisfromNorth
TexasBoulevardtoWelchStreet.PhaseIIwillbefromWelchStreettoCarrollBoulevard.PhaseImustbe
completeandfullyopentotrafficpriortoremovingtheasphaltonPhaseII.Stafforiginallyanticipatedthat
thereweretwosetsofsubgradeconditions-moreflexbaseonthewesternportionoftheprojectthantheeastern
portion.Tomakeuseofthatflexbase,itwasintendedthatthecontractormanipulateitinplace.Inorderto
keepaconsistentpavementstructurethroughouttheproject,thesubgradeontheeasternportionoftheproject
wasgoingtoberemovedandreplacedwithflexbase,resultinginauniformroadwaysectionofflexbaseand
asphalt.
However,oncetheasphaltwasmilledofftheroadway,stafffoundthatthethicknessoftheexistingflexbase
wasinconsistentatthewesternendoftheproject.Ratherthanaddevenmoreflexbaseatconsiderablecostto
theCity,theEngineerandstaffagreedthatcementstabilizationoftheexistingflexbaseandsubgradewould
resultinaconsistentroadwaysectionofsimilarstructuralstrengthwithoutsignificanthaul-offand
replacement.ChangeOrder#1isfortheuseofcementstabilizationin-lieuofflexbaseforthereconstructionof
EagleDrivefromCarrollBoulevardtoNorthTexasBoulevard.Thisresultedinanegativechangeorderandan
overalllowercostfortheproject.CityCouncilapprovalisrequiredforpublicworkscontractchangeorder
increases or decreases greater than $50,000 from the original award.
PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)
OnApril26,2016,CouncilawardedtheEagleDriveReconstructioncontracttoJagoe-PublicCompanyinthe
amount of $2,089,550.42.
RECOMMENDATION
City of DentonPage 1 of 2Printed on 7/14/2016
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File #:ID 16-859,Version:1
ApproveChangeOrder#1tothecontractbetweentheCityofDentonandJagoe-PublicCompanyfortheEagle
DriveReconstructionprojectinthenegativeamountof$94,886.25foratotalcontractawardaggregatingto
$1,994,664.17.
PRINCIPAL PLACE OF BUSINESS
Jagoe-Public Company
Denton, TX
ESTIMATED SCHEDULE OF PROJECT
This project will begin upon Council approval and is estimated to be completed within 150 days.
FISCAL INFORMATION
ThisitemwillbefundedfromtheStreetCapitalImprovementFundaccount350387467.1360.40100.Aline
will be added to the existing Purchase Order 176829.
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:2.1 Optimize resources to improve quality of City Roadways
EXHIBITS
Exhibit 1: Contract 6057
Exhibit 2: Change Order# 1
Exhibit 3: Ordinance
Respectfully submitted:
Chuck Springer, 349-8260
Director of Finance
For information concerning this acquisition, contact: Keith Gabbard at 349-7144.
City of DentonPage 2 of 2Printed on 7/14/2016
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ORDINANCE NO. __________
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE CHANGE ORDER# 1
TO THE CONTRACT BETWEEN THE CITY OF DENTON AND JAGOE-PUBLIC COMPANY
FOR THE EAGLE DRIVE RECONSTRUCTION PROJECT; PROVIDING FOR THE
EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (BID
6057-CHANGE ORDER# 1 IN THE NEGATIVE AMOUNT OF $94,886.25 FOR A TOTAL
CONTRACT AWARD AGGREGATING TO $1,994,664.17).
WHEREAS, on April 26, 2016 by Ordinance No. 2016-129, the City awarded a public works contract
to Jagoe-Public Company in the amount of $2,089,550.42 for the Eagle Drive Reconstruction Project;
WHEREAS, the Staff having recommended, and the City Manager having recommended to the
Council that a change order be authorized to amend such contract agreement with respect to the scope of work
and an increase in the payment amount, and said change order fees under the proposed contract are fair and
reasonable and are consistent with and not higher than the recommended practices and fees published by the
provided by law; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The Change Order No. One, decreasing the amount of the contract between the
City and Jagoe-Public Company., which is on file in the office of the Purchasing Agent, in the negative amount
of Ninety Four Thousand Eight Hundred Eighty Six and 25/100 ($94,886.25) Dollars, is hereby approved and
the expenditure of funds therefore is hereby authorized in accordance with said change order. The total
purchase order amount decreases to $1,994,664.17.
SECTION 2. That 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: _________________________________
City Hall
City of Denton
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
Legislation Text
File #:ID 16-861,Version:1
AGENDA INFORMATION SHEET
DEPARTMENT:Materials Management
ACM:Bryan Langley
AGENDA DATE:July 19, 2016
SUBJECT
Consideradoptionofanordinanceacceptingcompetitiveproposalsandawardingapublicworkscontractfor
therenovationofthePecanCreekWaterReclamationPlantmaintenancebuildinglocatedat1100South
MayhillRoad,Denton,Texas;providingfortheexpenditureoffundstherefor;andprovidinganeffectivedate
(RFP6094-awardedtoFisher-PoirerConstruction,LLCinthenot-to-exceedamountof$127,750).ThePublic
Utilities Board recommends approval (6-0).
RFP/FILE INFORMATION
ThisprojectconsistsoftherenovationofthePecanCreekWaterReclamationPlantMaintenanceBuilding
whichwasbuiltin1961.Ithasgonethroughseveralupgradesandmostrecentlywasbeingusedtohousethe
stafffortheIndustrialPretreatmentBuilding.TherenovationandupgradetothisfacilitywillenabletheCityto
complywithcurrentAmericanswithDisabilityActAccessibilityandEnergyConservationCodes.The
constructionofthismuchneedednewfieldlaboratorywillalsoaidinregulatorycomplianceforwastewater
sampling which is conducted by both the Industrial Pretreatment and Watershed Protection Divisions.
ThebuildingwillalsoserveasastaginglocationfortheWatershedProtectionDivision’svolunteermonitoring
programestablishedaspartoftheMunicipalSeparateStormSewerSystem(MS4)Program.TheCityalso
conductsresearchthroughpartnershipswithareauniversitiesandorganizationsandthisbuildingcanbeusedto
continue these projects.
RequestsforProposalsweresentto1127prospectivesuppliers.Inaddition,specificationswereplacedonthe
MaterialsManagementwebsiteforprospectivesupplierstodownloadandadvertisedinthelocalnewspaper.
Three(3)proposalsmeetingspecificationswerereceived.Theproposalswereevaluatedbaseduponpublished
criteriaincludingprice,deliverytimeframe,compliancewithspecifications,andindicatorsofprobable
performance.Fisher-PoirerConstruction,LLCwasrankedthehighestanddeterminedtobethebestvaluefor
the City of Denton (Exhibit 1).
PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)
OnJune27,2016,thePublicUtilitiesBoard(PUB)recommendedapprovaltoforwardthisitemtotheCity
Council for consideration.
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File #:ID 16-861,Version:1
RECOMMENDATION
AwardtherenovationofPecanCreekWaterReclamationPlantmaintenancebuildingtoFisher-Poirer
Construction, LLC in the not-to-exceed amount of $127,750.
PRINCIPAL PLACE OF BUSINESS
Fisher-Poirer Construction, LLC
Austin, TX
ESTIMATED SCHEDULE OF PROJECT
The project is estimated to be completed within 130 calendar days of Notice to Proceed.
FISCAL INFORMATION
TheconstructionwillbefundedfromWastewaterCapitalProjectaccount640243541.1365.40100.Requisition
#129625 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:5.1 Manage Denton's water resources
EXHIBITS
Exhibit1: Evaluation/Ranking Sheet
Exhibit 2: Public Utility 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 7/14/2016
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File #:ID 16-861,Version:1
For information concerning this acquisition, contact: Herman Lawson at 349-7755.
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EXHIBIT 2
1DRAFT MINUTES
2PUBLIC UTILITIES BOARD
3June 27, 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, June 27, 2016 at9:00a.m. in the Service Center Training Room at the City of Service
8Center, 901 A Texas Street, Denton, Texas.
9
10Present: Chair Randy Robinson, Vice ChairPhil Gallivan,Barbara Russell, Lilia
11Bynum, Charles Jackson and Susan Parker
12
13Ex Officio Members:George Campbell, City Manager; Howard Martin, ACM Utilities
14
15Absent: Brendan Carroll
16
17
18OPEN MEETING
19
20CONSENT AGENDA
21
22E.PUB16-134 - Consider a recommendation for the approval of RFP #6094 for Fisher-Poirer
23Construction to enter into a contract with the City of Denton for the amount of $127,750to
24provide construction and renovation services for the Industrial Pretreatment building at the
25Pecan Creek Water Reclamation Plant, 1100 S. Mayhill Road, Denton, Texas.
26
27Board Member Russell asked about the large variances in the estimates.Martin
28answered this is one of the original buildings at the WWTP and has gone through many
29modifications and changes over the years and housed many different departments. Some of
30the variations would be due to the various modifications and what it will take to make it a
31useable building. David Hunter stated when the best and final offer was extended staff asked
32about the variations, the vendors answered some of the cost were allocated differently.
33Purchasing does have more extensive information and is available. Kenneth Banks added
34that some has to do with how they deploy and stage on site.
35
36Board Member Russell motioned to approve item E. There was a second by Board
37Member Parker. Vote 6-0 approved.
38
39Adjournment 10:08a.m.
EXHIBIT 3
ORDINANCE NO. _________
AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A PUBLIC
WORKS CONTRACT FOR THE RENOVATION OF THE PECAN CREEK WATER
RECLAMATION PLANT MAINTENANCE BUILDING LOCATED AT 1100 SOUTH MAYHILL
ROAD, DENTON, TEXAS; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR;
AND PROVIDING AN EFFECTIVE DATE (RFP 6094-AWARDED TO FISHER-POIRER
CONSTRUCTION, LLC IN THE NOT-TO-EXCEED AMOUNT OF $127,750).
WHEREAS, the City has solicited, received and tabulated competitive proposals for the
construction of public works or improvements in accordance with the procedures of State law and
City ordinances; and
WHEREAS, the City Manager or a designated employee has received and recommended that
the herein described proposal is the highest scored proposal for the construction of the public works
or improvements described in the Request for Proposal (RFP) document and plans and specifications
therein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The following competitive proposal for the construction of public works or
improvements, as described in the "Request for Proposals" or plans and specifications on file in the
Office of the City's Purchasing Agent filed according to the RFP number assigned hereto, are hereby
accepted and approved:
RFP
NUMBER CONTRACTOR AMOUNT
6094 Fisher-Poirer Construction, LLC $127,750
SECTION 2. The acceptance and approval of the above competitive proposals shall not
constitute a contract between the City and the person submitting the proposal for construction of
such public works or improvements herein accepted and approved, until such person shall comply
with all requirements specified in the Notice to Proposers including the timely execution of a written
contract and furnishing of performance and payment bonds, and insurance certificate after
notification of the award.
SECTION 3. The City Manager is hereby authorized to execute all necessary written
contracts for the performance of the construction of the public works or improvements in accordance
with the proposals accepted and approved herein, provided that such contracts are made in
accordance with the Notice to Proposers and Request for Proposals, and documents relating thereto
specifying the terms, conditions, plans and specifications, standards, quantities and specified sums
contained therein.
EXHIBIT 3
SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of Denton
under RFP 6094to the City Manager of the City of Denton, Texas, or his designee.
SECTION 5. Upon acceptance and approval of the above competitive proposals and the
execution of contracts for the public works and improvements as authorized herein, the City Council
hereby authorizes the expenditure of funds in the manner and in the amount as specified in such
approved proposals and authorized contracts executed pursuant thereto.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the day of ,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 FISHER-POIRIER CONSTRUCTION, LLC
(RFP 6094)
THISCONTRACT is made and entered into this date , by
and between FISHER-POIRIER CONSTRUCTION, LLC a CORPORATION, whose address is
P.O. BOX 338, ENNIS, TX 75120, hereinafter referred to as "Contractor," and the CITY OF
DENTON, TEXAS, a Texas Municipal Corporation and Home-Rule City, hereinafter referred to
as "City," to be effective upon approval of the Denton City Council and the subsequent execution
of this Contract by the Denton City Manager, or his duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Contractor shall provide construction services in accordance with the City’s RFP #6094
RENOVATION OF PECAN CREEK RECLAMATION MAINTENANCE BUILDING, a copy
of which is on file at the office of Purchasing Agent and incorporated herein for all purposes as
“Exhibit B”. The Contract consists of this written agreement and the following items which are
attached hereto and incorporated herein by reference:
(a)Special Terms and Conditions (Exhibit “A”);
(b)City of Denton Request for Proposal #6094 (Exhibit “B” on file at Office of
Purchasing Agent)
(c)General Provisions-Standard Terms and Conditions (Exhibit “C”);
(d)Payment and Performance Bond Requirements (Exhibit “D”);
(e)Insurance Requirements (Exhibit “E”);
(f)Certificate of Interested Parties Electronic Filing (Exhibit “F”);
(g)Contractor’s Proposal.(Exhibit “G");
(h)Form CIQ – Conflict of Interest Questionnaire (Included in 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 this written Contract, and then to the Contract documents in the sequential
order in which they are listed above. These documents shall be referred to collectively as
“Contract Documents.”
IN WITNESS WHEREOF, the parties of these presents have executed this Contract in
the year and day first above written.
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CONTRACTOR
________________________
By:
AUTHORIZED SIGNATURE
NAME:
TITLE:
PHONE NUMBER
E-MAIL ADDRESS
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
CITY OF DENTON, TEXAS
A Texas Municipal Corporation
By: _________________________
CITY MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By: _________________________________
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
By: _________________________________
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EXHIBIT 4
EXHIBIT A
SPECIAL TERMS AND CONDITIONS
Total Contract Amount
The Contract total for services shall not exceed $127,750. Pricing shall be per Exhibit G
attached.
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EXHIBIT C
GENERAL PROVISIONS- TERMS AND CONDITIONS FOR FACILITY
CONSTRUCTION SERVICES
Invoices, Payments, and Releases
1.INVOICES AND PAYMENT PROCESSING:
Payment processing: The City review, inspection, and processing procedures for invoices
ordinarily require thirty (30) days after receipt of invoices, materials, or services. Proposals
which call for payment before thirty (30) days from receipt of invoice, or cash discounts
given on such payment, will be considered only if, in the opinion of the Purchasing Manager,
the review, inspection, and processing procedures can be completed as specified. It is the
intention of the City of Denton to make payment within thirty (30) days after receipt of valid
invoices for which items or services have been received unless unusual circumstances arise.
The thirty (30) day processing period for invoices will begin on the date the invoice is
received or the date the items or services are received, whichever date is later.
Direct deposit for payments: Prime Contractors are encouraged to arrange for receiving
payments through direct deposit. Information regarding direct deposit payments is available
from the City of Denton Purchasing website: www.dentonpurchasing.com.
Invoices: Invoices shall be sent directly to the City of Denton Accounts Payable
Department, 215 E McKinney St, Denton, TX, 76201-4299 with a copy to the attention of
Herman Lawson, City of Denton Facilities Department, 869 S. Woodrow, Denton, TX
76205. The copy may also be emailed to Mr. Lawson at herman.lawson@cityofdenton.com.
Invoices must be fully documented as to labor, materials, and equipment provided, if
applicable, and must reference the City of Denton Purchase Order Number in order to
be processed. No payments shall be made on invoices not listing a Purchase Order
Number.Invoices for partial payments on construction projects should normally be
presented for payment within the first five (5) days of the month, and submitted on the Pay
Application Form.
2. TAX EXEMPTION:
The City of Denton qualifies for sales tax exemption pursuant to the provisions of Article
20.04 (F) of the Texas Limited Sales, Excise and Use Tax Act. Any Prime Contractor
performing work under this Contract for the City of Denton may purchase materials and
supplies and rent or lease equipment sales tax free. This is accomplished by issuing
exemption certificates to suppliers. Certificates must comply with State Comptroller’s ruling
#95-0.07 and #95-0.09.
3. PAYMENTS TO CONTRACTORS:
A.Upon presentation of valid invoices, which should be within the first week of each
month, the Owner shall make partial payments to the Prime Contractor for construction
accomplished during the preceding calendar month on the basis of completed
construction certified to by the Prime Contractor and approved by the Owner and
Architect/Engineer solely for the purposes of payment. Provided, however, that such
approval shall not be deemed approval of the workmanship or materials. Only ninety-
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five percent (95%) of each payment request approved during the construction of the
project shall be paid by the Owner to the Prime Contractor prior to completion of the
Project. Upon the approval by the Owner of the Prime Contractor’s "Final Invoice for
Payment” showing the total cost of the construction performed, the Owner shall make
payment to the Prime Contractor of all amounts to which the Prime Contractor shall be
entitled there under which shall not have been paid: Provided, however, that such final
payment shall be made not later than ninety (90) days after the date of completion of
construction of the Project, as specified in the Final Invoice for Payment, unless withheld
because of the fault of the Prime Contractor.
B.The Prime Contractor shall be paid on the basis of the percentage of the work actually
completed for each construction item. The total amount paid for periodic billings shall
not exceed the maximum Contract price for the construction of the project as set forth in
the Contract, unless such excess shall have been approved in writing by the Purchasing
Agent as part of a change order.
C.No payment shall be due while the Prime Contractor is in default in respect of any of the
provisions of this Contract, and the Owner may withhold from the Prime Contractor the
amount of any claim by any third party against either the Prime Contractor or the Owner
based upon an alleged failure of the Prime Contractor to perform the work hereunder in
accordance with the provisions of this Contract. This includes, without limitation, the
alleged failure of the Prime Contractor to make payments to subcontractors.
4. RELEASE OF LIENS AND CERTIFICATE OF CONTRACTOR:
Upon award of the Contract, the Prime Contractor shall inform the Owner of the
subcontractors and material sources that will be used. Upon the completion by the Prime
Contractor of the construction of the Project, but prior to final payment to the Prime
Contractor, the Prime Contractor shall deliver to the Owner releases of all liens, and of rights
to claim any lien, from all manufacturers, materiamen and subcontractors furnishing services
or materials for the Project, to the effect that all materials or services used on or for the
Project have been paid for and indicating that the Owner is fully released from all such
claims.
5. PAYMENTS TO MATERIALMEN AND SUBCONTRACTORS:
The Prime Contractor shall pay each materialman, and each subcontractor, if any, not later
than five (5) days after receipt of any payment from the Owner, the amount thereof allowed
the Contractor for and on account of materials furnished or construction performed by each
materialman or each subcontractor.
6. REMEDIES:
A. Completion of Prime Contractor’s Default
If default shall be made by the Prime Contractor or by any subcontractor in the
performance of any of the terms of this proposal, the Owner, without in any manner
limiting its legal and equitable remedies in the circumstances, may serve upon the Prime
Contractor and the Surety or Sureties upon the Prime Contractor's bond or bonds a
written notice requiring the Prime Contractor to cause such default to be corrected
forthwith. Unless within twenty (20) days after the service of such notice upon the Prime
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Contractor such default shall be corrected or arrangements for the correction thereof
satisfactory to the Owner and/or Architect/Engineer shall be made by the Prime
Contractor or its Surety or Sureties, the Owner may take over the construction of the
Project and prosecute the same to completion by Contract or otherwise for the account
and at the expense of the Prime Contractor, and the Prime Contractor and its Surety or
Sureties shall be liable to the Owner for any cost or expense in excess of the Contract
price occasioned thereby. In such event the Owner may take possession of and utilize, in
completing the construction of the project, any materials, tools, supplies, equipment,
appliances, and plant belonging to the Prime Contractor or any of its subcontractors,
which may be situated at the site of the Project. The Owner in such contingency may
exercise any rights, claims or demands which the Prime Contractor may have against
third persons in connection with this Contract and for such purpose the Prime Contractor
does hereby assign, transfer and set over unto the Owner all such rights claims and
demands.
B. Liquidated Damages
The time of the completion of construction of the Project is of the essence of the
Contract. Should the Prime Contractor neglect, refuse or fail to complete the
construction within the time herein agreed upon, after giving effect to extensions of
time, if any, herein provided, then, in that event and in view of the difficulty of
estimating with exactness damages caused by such delay, the Owner shall have the
right to deduct from and retain out of such money which may be then due or which
may become due and payable to the Prime Contractor the sum of FIVE HUNDRED
DOLLARS ($500.00) per day for each and every day, including weekends, that such
construction is delayed on its completion beyond the specified time, as liquidated
damages and not as a penalty; if the amount due and to become due from the Owner
to the Prime Contractor is insufficient to pay in full any such liquidated damages,
the Prime Contractor shall pay promptly, after ten (10) days receipt of written
demand, to the Owner the amount necessary to effect such payment in full:
Provided, however, that the Owner shall promptly notify the Prime Contractor in
writing of the manner in which the amount retained, deducted or claimed as
liquidated damages was computed.
C.Cumulative Remedies
Every right or remedy herein conferred upon or reserved to the Owner shall be
cumulative, shall be in addition to every right and remedy now or hereafter existing at
law or in equity or by statute, and the pursuit of any right or remedy shall not be
construed as an election. Provided, however, that the provisions of the REMEDIES
SECTION shall be the exclusive measure of damages for failure by the Prime Contractor
to complete the construction of the Project within the time herein agreed upon.
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CITY OF DENTON GENERAL CONDITIONS FOR CONSTRUCTION
ARTICLE 1 GENERAL PROVISIONS
GENERAL DEFINITIONS
1.1The following definitions apply throughout these General Conditions and to the other
Contract Documents:
a)THE CONTRACT DOCUMENTS
The Contract Documents consist of the formal Building Construction Services
Agreement between the Owner and the Prime Contractor, these General Conditions and
other supplementary conditions included by special provisions or addenda, drawings,
specifications, addenda issued prior to execution of the Contract, other documents listed
in the Contract, and Amendments issued after execution of the Contract. For purposes of
these General Conditions, an Amendment is:
(1)a written Supplemental Agreement to the Contract signed by authorized
representatives of both parties;
(2)a Change Order, including Change Orders signed only by the Owner as described in
Subparagraph 7.1(b) and Subparagraph 7.1(e); or
(3)a written order for a minor change in the Work issued by the Architect/Engineer as
described in Paragraph 7.3.
The Contract Documents also include bid documents such as the Owner’s Instructions to
Bidders, sample forms, the Prime Contractor's Bid Proposal and portions of addenda
relating to any of these documents, and any other documents, exhibits or attachments
specifically enumerated in the Building Construction Services Agreement, but
specifically exclude geotechnical and subsurface reports that the Owner may have
provided to the Prime Contractor.
b)THE CONTRACT
The Contract Documents, as defined in Paragraph 1.1, are expressly incorporated into
and made a part of the formal Building Construction Services Agreement between the
Owner and the Prime Contractor by reference in this Paragraph and Paragraph 1.1 (which
documents are sometimes also referred to collectively in these General Conditions as the
“Contract”). The Contract Documents represent the entire and integrated agreement
between the Owner and the Prime Contractor and supersede all prior negotiations,
representations or agreements, either written or oral. The terms and conditions of the
Contract Documents may be changed only by an Amendment. The Contract Documents
shall not be construed to create a contractual relationship of any kind:
(1)between the Architect/Engineer and Prime Contractor;
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(2)between the Owner and a Subcontractor or -subcontractor; or
(3)between any persons or entities other than the Owner and Prime Contractor.
The Architect/Engineer shall, however, be entitled to performance and enforcement of
obligations under the Contract Documents intended to facilitate performance of the
Architect/Engineer’s duties.
c)THE WORK
The term “Work” means the construction and services required by the Contract
Documents, whether completed or partially completed, and includes all labor, materials,
equipment, and services provided or to be provided by the Prime Contractor, or any
Subcontractors, Sub-subcontractors, material suppliers, or any other entity for whom the
Prime Contractor is responsible, to fulfill the Prime Contractor’s obligations. The Work
may constitute the whole or a part of the Project.
d)THE PROJECT
The Project is the total construction more particularly described in the Building
Construction Services Agreement, of which the Work performed under the Contract
Documents may be the whole or a part of the Project and which may include construction
by the Owner or by separate contractors. All references in these General Conditions to or
concerning the Work or the site of the Work will use the term “Project,” notwithstanding
that the Work may only be a part of the Project.
e)THE DRAWINGS
The Drawings (also known as the “Plans”) are the graphic and pictorial portions of the
Contract Documents, wherever located and whenever issued, showing the design,
location and dimensions of the Work, generally including plans, elevations, sections,
details, schedules, and diagrams.
f)THE SPECIFICATIONS
The Specifications are that portion of the Contract Documents consisting of the written
requirements for materials, equipment, construction systems, standards, and
workmanship for the Work, performance of related services, and other technical
requirements.
g)THE PROJECT MANUAL
The Project Manual is the volume or volumes which contain the bidding requirements,
sample forms, General Conditions for Building Construction, special provisions, and
Specifications. The Project Manual may be modified by written addendums issued by the
Owner during bidding, in which case the written addendums become a part of the Project
Manual upon their issuance, unless otherwise indicated by the Owner in writing.
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h)ALTERNATE
An Alternate is a variation in the Work on which the Owner requires a price separate
from the City Building General Conditions Base Bid. If an Alternate is accepted by the
Owner, the variation will become a part of the Contract through the execution of a change
order or amendment to the Contract and the Base Bid will be adjusted to include the
amount quoted. If an alternate is accepted by the Owner, and later deleted prior to any
Work under the alternate being performed or materials delivered to the Project site, the
Owner will be entitled to a credit in the full value of the alternate as priced in the Prime
Contractor’s Bid.
i)BASE BID
The Base Bid is the price quoted for the Work before Alternates are considered.
j)HAZARDOUS SUBSTANCE
The term Hazardous Substance is defined to include the following:
(1)any asbestos or any material which contains any hydrated mineral silicate, including
chrysolite, amosite, crocidolite, tremolite, anthophylite or actinolite, whether friable
or non-friable;
(2)any polychlorinated biphenyls (“PCBs”), or PCB-containing materials, or fluids;
(3)radon;
(4)any other hazardous, radioactive, toxic or noxious substance, material, pollutant, or
solid, liquid or gaseous waste;
(5)any pollutant or contaminant (including but not limited to petroleum, petroleum
hydrocarbons, petroleum products, crude oil or any fractions thereof, any oil or gas
exploration or production waste, any natural gas, synthetic gas or any mixture thereof,
lead, or other toxic metals) which in its condition, concentration or area of release
could have a significant effect on human health, the environment, or natural
resources;
(6)any substance that, whether by its nature or its use, is subject to regulation or requires
environmental investigation, monitoring, or remediation under any federal, state, or
local environmental laws, rules, or regulations;
(7)any underground storage tanks, as defined in 42 U.S.C. Section 6991(1)(A)(I)
(including those defined by Section 9001(1) of the 1984 Hazardous and Solid Waste
Amendments to the Resource Conservation and Recovery Act, 42 U.S.C. Section
6901 et seq.; the Texas Water Code Annotated Section 26.344; and Title 30 of the
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Texas Administrative Code Sections 334.3 and 334.4), whether empty, filled or
partially filled with any substance; and
(8) any other hazardous material, hazardous waste, hazardous substance, solid waste,
and toxic substance as those or similar terms are defined under any federal, state, or
local environmental laws, rules, or regulations.
k)OTHER DEFINITIONS
As used in the Contract Documents, the following additional terms have the following
meanings:
(1)“provide” means to furnish, install, fabricate, deliver and erect, including all services,
materials, appurtenances and other expenses to complete in place, ready for operation
or use;
(2)“shall” means the action of the party to which reference is being made is mandatory;
(3)“as required” means as prescribed in the Contract Documents; and
(4)“as necessary” means all action essential or needed to complete the work in
accordance with the Contract Documents and applicable laws, ordinances,
construction codes, and regulations.
1.2 EXECUTION, CORRELATION AND INTENT
(a)The Building Construction Services Agreement shall be signed by duly authorized
representatives of the Owner and Prime Contractor as provided in the Agreement.
(b)Execution of the Building Construction Services Agreement by the Prime Contractor is a
representation that the Prime Contractor has visited the site, has become familiar with
local conditions, including but not limited to subsurface conditions, under which the
Work is to be performed and correlated personal observations with requirements of the
Contract Documents.
(c)The intent of the Contract Documents is to include all items necessary for the proper
execution and completion of the Work by the Prime Contractor. The Contract Documents
are complementary, and what is required by one shall be as binding as if required by all;
performance by the Prime Contractor shall be required only to the extent consistent with
the Contract Documents and reasonably inferable from them as being necessary to
produce the intended results.
(d)Organization of the Specifications into divisions, sections, and articles, and arrangement
of Drawings shall not control the Prime Contractor in dividing the Work among
Subcontractor(s) or in establishing the extent of Work to be performed by any trade.
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(e)Unless otherwise stated in the Contract Documents, words which have well-known
technical or construction industry meanings are used in the Contract Documents in
accordance with such recognized meanings.
(f)The Drawings and Specifications are intended to agree with one another, and Work called
for by Drawings and not mentioned in Specifications, or vice versa, shall be furnished as
if set forth by both. Specifications shall govern materials, methods and quality of work.
In the event of a conflict on the Drawings between scale and dimension, figured
dimensions shall govern over scale dimensions and large scale drawings shall govern
over small scale drawings. Conflict between two or more dimensions applying to a
common point shall be referred to the Architect/Engineer/Engineer for final adjustment.
If discrepancies or conflicts occur within or between the Drawings and Specifications
regarding the Work, or within or between other Contract Documents, the Prime
Contractor shall not perform such Work without having obtained a clarification from the
Architect/Engineer and resolution by the Owner. The Owner's decision as to the
appropriate resolution of a conflict or discrepancy shall be final. Should the Drawings or
the Specifications disagree within themselves or with each other; the Base Bid will be
based on the most expensive combination of quality and quantity of Work indicated.
(g)Deviations from Contract Documents shall be made only after written approval is
obtained from Architect/Engineer and Owner, as provided in Article 7.
(h)The intention of the Contract Documents is to include all materials, labor, tools,
equipment, utilities, appliances, accessories, services, transportation, and supervision
required to completely perform the fabrication, erection and execution of the Work in
its final position.
(i)The most recently issued Drawing or Specification takes precedence over previous
issues of the same Drawing or Specification. In the event of a conflict, the order of
precedence of interpretation of the Contract Documents is as follows:
(1)Amendments (see Paragraph 7.2 for order of precedence between Amendments);
(2)the Building Construction Services Agreement;
(3)addenda, with those addenda of later date having precedence over those of an
earlier date;
(4)the Supplementary General Conditions and Special Provisions, if any;
(5)the General Conditions for Building Construction;
(6)0the Specifications and Drawings.
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1.3OWNERSHIP AND USE OF ARCHITECT/ENGINEER’S DRAWINGS,
SPECIFICATIONS ANDOTHER DOCUMENTS
All Drawings, Specifications, and copies thereof furnished by the Architect/Engineer are and
shall remain the property of the Owner and are, with the exception of the Contract set for
each party, to be returned to the Owner upon request at the completion of the Work.
1.4 CAPITALIZATION
Terms capitalized in these General Conditions include those which are:
(1)specifically defined in these General Conditions (except the terms defined in
Subparagraph 1.1(j), which terms are of common grammatical usage and are not
normally capitalized);
(2)the titles of numbered articles and identified references to Paragraphs, Subparagraphs,
and Clauses;
(3)the titles of other documents published or used by the Owner as manuals or official
policy statements; or
(4)proper nouns or other words required under standard grammatical rules to be capitalized.
ARTICLE 2 - THE OWNER
2.1 DEFINITION OF OWNER
The Owner is the City of Denton, a Texas municipal corporation, and is identified as such in
the Building Construction Services Agreement, and is referred to throughout the Contract
Documents as if singular in number. The term “Owner” means the Owner or the Owner’s
authorized representatives.
2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER
(a)The Owner shall furnish the most recent survey describing the physical characteristics,
legal limits, utility locations, and a permanent benchmark for the site of the Project. The
Owner shall also furnish any environmental site assessments that may have been given to
the Owner or conducted for the property upon which the Project is to be constructed.
THIS INFORMATION IS FURNISHED TO THE PRIME CONTRACTOR ONLY IN
ORDER TO MAKE DISCLOSURE OF THIS MATERIAL AND FOR NO OTHER
PURPOSE. BY FURNISHING THIS MATERIAL, THE OWNER DOES NOT
REPRESENT, WARRANT, OR GUARANTEE ITS ACCURACY EITHER IN
WHOLE, IN PART, IMPLICITLY OR EXPLICITLY, OR IN ANY OTHER WAY,
AND THE OWNER SHALL HAVE NO LIABILITY FOR THIS MATERIAL.
(b)Except for permits and fees which are provided for in Subparagraph 3.7(a), the Owner
shall secure and pay for necessary approvals, easements, assessments, and charges
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required for construction, use, or occupancy of permanent structures or for permanent
changes in existing facilities.
(c)Information or services under the Owner’s control shall be furnished by the Owner with
reasonable promptness to avoid delay in the orderly progress of the Work. It is incumbent
upon the Prime Contractor to identify, establish, and maintain a current schedule of latest
dates for submittal and approval, as required in Paragraph 3.10, including when such
information or services must be delivered. If Owner delivers the information or services
to the Prime Contractor as scheduled and Prime Contractor is not prepared to accept or
act on such information or services, then Prime Contractor shall reimburse Owner for all
extra costs incurred of holding, storage, or retention, including redeliveries by the Owner
to comply with the current schedule.
(d)Unless otherwise provided in the Contract Documents, the Prime Contractor will be
furnished electronic copies of the Drawings and Specifications for bid purposes and one
hard copy approved by Building Inspections upon execution of the Contract. Prime
Contractor may obtain additional copies by paying the cost of additional printing or
reproduction.
(e)The obligations described above are in addition to other duties and responsibilities of the
Owner enumerated in the Contract Documents and especially those in respect to Article 6
(Construction by Owner or by Separate Contractors), Article 9 (Payments and
Completion), and Article 11 (Insurance and Bonds).
(f)The Owner shall forward all instructions to the Prime Contractor through the
Architect/Engineer, except for the Owner's Notice to Proceed and the Owner’s decision
to carry out Work as described in Paragraph 2.4.
(g) The Owner’s employees, agents, and consultants may be present at the Project site
during performance of the Work to assist the Architect/Engineer in the performance of
the Architect/Engineer’s duties and to verify the Prime Contractor’s record of the number
of workmen employed on the Work, their occupational classification, the time each is
engaged in the Work, the equipment used in the performance of the Work, and for
purpose of verification of Prime Contractor’s Applications for Payment.
2.3 OWNER’S RIGHT TO STOP THE WORK
If the Prime Contractor fails to correct any portion of the Work which is not in accordance
with the requirements of the Contract Documents as required by Paragraph 12.2 or refuses or
fails to carry out all or any part of the Work in accordance with the Contract Documents, the
Owner, by written order, may order the Prime Contractor to stop the Work, or any portion of
the Work, until the cause for the order has been eliminated. The right of the Owner however,
to stop the Work shall not create or imply a duty on the part of the Owner to exercise this
right for the benefit of the Prime Contractor or any other person or entity. The rights of the
Owner under this Paragraph 2.3 shall be in addition to, and not in restriction of, the Owner’s
rights under Paragraph 12.2.
2.4 OWNER’S RIGHT TO CARRY OUT THE WORK
If the Prime Contractor fails or refuses to carry out the Work or perform any of the terms,
covenants, or obligations of the Contract Documents, and fails or refuses to correct any
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failure or refusal with diligence and promptness within fourteen (14) days after receipt of
written notice from the Owner, the Owner may correct the Prime Contractor’s failure or
refusal or cause such failure or refusal to be corrected, without affecting, superseding, or
waiving any other contractual, legal, or equitable remedies the Owner has, including but not
limited to the Owner’s termination rights under Article 13. In that case, an appropriate
Change Order will be issued deducting the Owner's cost of correction, including
Architect/Engineer's compensation for additional services and expenses made necessary by
the failure or refusal of the Prime Contractor from payments then or thereafter due to the
Prime Contractor. The cost of correction is subject to verification (but not approval) by the
Architect/Engineer. If payments then or thereafter due the Prime Contractor are not sufficient
to cover the cost of correction, the Prime Contractor shall pay the difference to the Owner.
2.5 NOTICE TO PROCEED
After final execution of the Contract and receipt and approval of the required performance
and payment bonds and evidence of required insurance, the Owner will issue a written Notice
to Proceed with the Work, including the designated Contract Time within which Substantial
Completion of the Work must be achieved. If the Owner unreasonably delays issuance of a
written Notice to Proceed through no fault of the Prime Contractor, the Prime Contractor
shall be entitled only to an equitable adjustment of the Contract Time, if properly claimed
pursuant to the requirements of Paragraph 4.3; but the Prime Contractor shall not be entitled
to any increase to the Contract Sum whatsoever for this reason.
ARTICLE 3 - THE CONTRACTOR
3.1 DEFINITION OF CONTRACTOR
The Prime Contractor is the person or business entity identified as such in the Building
Construction Services Agreement, and is referred to throughout the Contract Documents as if
singular in number. The term “Prime Contractor” means the Prime Contractor or the Prime
Contractor’s authorized employees or representatives.
3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY
CONTRACTOR
(a)The Prime Contractor shall carefully check, study, and compare the Contract Documents
with each other and shall at once report to the Architect/Engineer in writing any
inconsistency, ambiguity, error, omission, conflict, or discrepancy the Prime Contractor
may discover. The Prime Contractor shall also verify all dimensions, field measurements,
and field conditions before laying out the Work. The Prime Contractor will be held
responsible for any subsequent error, omission, conflict, or discrepancy which might have
been avoided by the above-described check, study, comparison, and reporting. In the
event the Prime Contractor continues to work on an item where an inconsistency,
ambiguity, error, omission, conflict, or discrepancy exists without obtaining such
clarification or resolution or commences an item of the Work without giving written
notice of an error, omission, conflict, or discrepancy that might have been avoided by the
check, study, and comparison required above, it shall be deemed that the Prime
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Contractor bid and intended to execute the more stringent, higher quality, or state of the
art requirement, or accepted the condition “as is” in the Contract Documents, without any
increase to the Contract Sum or Contract Time. The Prime Contractor shall also be
responsible to correct any failure of component parts to coordinate or fit properly into
final position as a result of Prime Contractor's failure to give notice of and obtain a
clarification or resolution of any error, omission, conflict, or discrepancy, without any
right to any increase to the Contract Sum or Contract Time.
(b)The Prime Contractor shall perform the Work in accordance with the Contract
Documents and submittals approved pursuant to Paragraph 3.12.
3.3 SUPERVISION AND CONSTRUCTION PROCEDURES
(a)The Prime Contractor shall supervise and direct the Work, using the Prime Contractor’s
best skill and attention. The Prime Contractor shall be solely responsible for and have
control over construction means, methods, techniques, sequences, and procedures and for
coordinating all portions of the Work, unless the Contract Documents set forth specific
instructions concerning these matters.
(b)The Prime Contractor shall be responsible to the Owner for the acts and omissions of the
Prime Contractor’s employees, Subcontractors, Sub-subcontractors, and their respective
agents and employees, and any other persons performing portions of the Work under a
subcontract with the Prime Contractor, or with any Subcontractor, and all other persons
or entities for which the Prime Contractor is legally responsible. All labor shall be
performed by mechanics that are trained and skilled in their respective trades. Standards
of work required throughout shall be of a quality that will bring only first class results.
Mechanics whose work is unsatisfactory, or who are considered careless, incompetent,
unskilled, or otherwise objectionable shall be dismissed promptly from the Work and
immediately replaced with competent, skilled personnel. Any part of the Work adversely
affected by the acts or omissions of incompetent, unskilled, careless, or objectionable
personnel shall be immediately corrected by the Prime Contractor.
(c)The Prime Contractor shall not be relieved of its obligation to perform the Work in
accordance with the Contract Documents either by activities or duties of the
Architect/Engineer in the Architect/Engineer’s administration of the Contract, or by tests,
inspections, or approvals required or performed by persons other than the Prime
Contractor.
(d)The Prime Contractor shall be responsible for inspection of portions of Work already
performed under this Contract to determine that such portions are in proper condition to
receive subsequent Work. The Prime Contractor's responsibility under this paragraph will
not in any way eliminate the Architect/Engineer's responsibility to the Owner under the
Architect/Engineer/Owner Agreement.
(e)Any Prime Contractor, Subcontractor, Sub-subcontractor, or separate contractor who
commences Work over, in, or under any surface prepared by the Owner or by any other
contractor, subcontractor, sub-subcontractor or any separate contractor, without the
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Prime Contractor having given written notice to the Architect/Engineer of the existence
of any faulty surface or condition in the surface that prevents achieving the quality of
workmanship specified by the Contract Documents and without having obtained the prior
approval of the Architect/Engineer and the Owner to proceed is deemed to have accepted
the surface or condition in the surface as satisfactory at the commencement of such
Work. Any unsatisfactory Work subsequently resulting from such a faulty surface or
condition in the surface that was not pre-approved by the Architect/Engineer or the
Owner after notice as provided above may be rejected and replacement required, without
any increase to the Contract Sum or Contract Time.
(f)All grades, lines, levels, and benchmarks shall be established and maintained on an
ongoing basis by the Prime Contractor. The Prime Contractor is solely responsible for
any errors made in establishing or maintaining proper grades, lines, levels, or
benchmarks. Contractor shall verify all grades, lines, levels, and dimensions as indicated
on Drawings. He shall report any errors, omissions, conflicts, or inconsistencies to
Architect/Engineer before commencing any Work affected by these conditions.
Contractor shall establish and safeguard benchmarks in at least two widely separated
places and, as Work progresses, establish benchmarks at each level and lay out partitions
on rough floor in exact locations as guides to all trades. The Contractor shall, from the
permanent benchmark provided by the Owner, establish and maintain adequate horizontal
and vertical control.
3.4 LABOR AND MATERIALS
(a)Except as is otherwise specifically provided in the Contract Documents as being the
responsibility of the Owner, the Prime Contractor shall provide and pay for labor,
materials, equipment, tools, construction equipment and machinery, water, heat, utilities,
transportation, and other facilities and services necessary for proper execution and
completion of the Work, whether temporary or permanent and whether or not
incorporated or to be incorporated in the Work.
(b)The Prime Contractor shall enforce strict discipline and good order among the Prime
Contractor’s employees and all other persons carrying out the Contract. The Prime
Contractor shall not permit employment of unfit persons or persons not skilled in tasks
assigned to them.
(c)The Prime Contractor shall give preference, when qualified labor is available to perform
the Work to which the employment relates, to all labor hired for the Project in the
following order:
(1)residents of the City of Denton, Texas;
(2)residents of the County of Denton, Texas;
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3.5 WARRANTY
(a)General Warranty. The Contractor warrants to the Owner that all Work shall be
accomplished in a good and workmanlike manner and that all materials and equipment
furnished under the Contract will be of good quality, new (unless otherwise specified),
and free from faults or defects, and that the Work will otherwise conform to the Contract
Documents. Work not conforming to these requirements, including substitutions not
properly approved and authorized, will be considered defective or nonconforming. The
Contractor’s warranty excludes any remedy for damage or defect caused by abuse,
modifications not executed by the Contractor, improper or insufficient maintenance,
improper operation, or normal wear and tear under normal usage. If required by the
Architect/Engineer, the Contractor shall furnish satisfactory evidence as to the kind and
quality of materials and equipment. The commencement date, duration, and other
conditions related to the scope of this general warranty are established in Subparagraphs
9.9 (a) and 12.2(b) of these General Conditions. THE GENERAL WARRANTY
PROVIDED IN THIS SUBPARAGRAPH IS IN ADDITION TO AND DOES NOT
LIMIT OR DISCLAIM ANY OTHER WARRANTY OR REMEDY REQUIRED OR
PROVIDED BY LAW OR THE CONTRACT DOCUMENTS AND SUCH
WARRANTY SHALL REQUIRE THE CONTRACTOR TO REPLACE DEFECTIVE
MATERIALS AND RE-EXECUTE DEFECTIVE WORK THAT IS DISCLOSED BY
THE OWNER TO THE CONTRACTOR WITHIN A PERIOD OF TWO (2) YEARS
AFTER SUBSTANTIAL COMPLETION OF THE ENTIRE WORK; OR, IF A
LATENT DEFECT IS DISCOVERED WITHIN TWO YEARS OF SUBSTATIONAL
COMPLETION OF THE ENTIRE WORK.
(b)Special Warranties. The Contractor shall assign to the Owner in writing, as a condition
precedent to final payment, the terms and conditions of all special warranties required
under the Contract Documents.
3.6 TAXES
The Owner qualifies for exemption from state and local sales and use taxes, pursuant to the
provisions of Section 151.309 of the Texas Tax Code, as amended. Therefore, the Owner
shall not be liable for, or pay the Contractor's cost of, such sales and use taxes which would
otherwise be payable in connection with the purchase of tangible personal property furnished
and incorporated into the real property being improved under the Contract Documents or the
purchase of materials, supplies and other tangible personal property, other than machinery or
equipment and its accessories and repair and replacement parts, necessary and essential for
performance of the Contract which is to be completely consumed at the job site. The
Contractor shall issue an exemption certificate in lieu of the tax on such purchases.
3.7 PERMITS, FEES AND NOTICES
(a)The Architect/Engineer will apply and arrange for the issuance of the City of Denton
Building Permit. The Prime Contractor and Subcontractors will apply and arrange for the
issuance of all other required permits, and will not be required to pay a fee for any City of
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Denton permits required for the Project. The Owner will pay all service extension
charges, including tap fees, assessed by the Water Utilities Department.
(b)The Prime Contractor shall comply with and give notices required by laws, ordinances,
rules, regulations, and lawful orders of governmental entities or agencies applying to
performance of the Work.
(c)Except as provided in Subparagraph (d) below, it is not the Prime Contractor’s
responsibility to ascertain that the Contract Documents are in accordance with applicable
laws, ordinances, construction codes, and rules and regulations. However, if the Prime
Contractor observes that portions of the Contract Documents are at variance with
applicable laws, ordinances, construction codes, rules or regulations, the Prime
Contractor shall promptly notify the Architect/Engineer and the Owner in writing, and
necessary changes shall be accomplished by appropriate Amendment.
(d)If the Prime Contractor performs Work knowing it to be contrary to laws, ordinances,
construction codes, or rules and regulations without notifying the Architect/Engineer and
the Owner, the Prime Contractor shall assume full responsibility for the Work and shall
bear the attributable costs of the correction of the Work and any other Work in place that
may be adversely affected by the corrective work.
3.8 ALLOWANCES
(a)The Prime Contractor shall include in the Contract Sum all allowances stated in the
Contract Documents. Items covered by allowances shall be supplied for the amounts
identified in the Contract and by persons or entities as the Owner may direct, but the
Prime Contractor shall not be required to employ persons or entities against which the
Prime Contractor makes reasonable objection.
(b)Unless otherwise provided in the Contract Documents:
(1)materials and equipment under an allowance shall be selected promptly by the Owner
to avoid delay in the Work;
(2)the amount of each allowance shall cover the cost to the Prime Contractor of
materials and equipment delivered at the site less all exempted taxes and applicable
trade discounts;
(3)the amount of each allowance includes the Prime Contractor’s costs for unloading and
handling at the site, labor, installation costs, overhead, profit, and other expenses
contemplated for stated allowance Work;
(4)whenever costs are more than or less than allowances, the Contract Sum shall be
adjusted accordingly by Change Order. The amount of the Change Order shall reflect:
(i) the difference between actual costs and the allowances under Clause (b) (2); and
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(ii) changes in Contractor’s costs under Clause (b) (3);
(5)the Owner retains the right to review and approve Subcontractors selected by the
Prime Contractor to perform work activities covered by allowances.
3.9 SUPERINTENDENT
The Prime Contractor shall employ a competent superintendent and necessary assistants who
shall be in attendance at the Project Site during performance of the Work. The superintendent
shall represent the Prime Contractor, and communications given to the superintendent shall
be as binding as if given to the Prime Contractor. Important communications shall be
confirmed in writing. Other communications shall be similarly confirmed on written request
in each case. The Owner reserves the right to request that the Prime Contractor replace its
superintendent at any time and the Prime Contractor will replace said superintendent at the
Owner’s direction.
3.10 PRIME CONTRACTOR’S CONSTRUCTION SCHEDULES
(a)The Prime Contractor shall, immediately after award of the Contract and before submittal
of the first Application for Payment, prepare and submit the construction schedule for the
Architect/Engineer's and Owner's information, review, and approval in accordance with
the following provisions:
(1) Unless otherwise approved in writing by the Owner, the construction schedule shall
not exceed the Contract Time limits currently in effect under the Contract Documents
and shall provide for expeditious and practicable execution of the Work.
(2) The construction schedule shall include all shop drawing and submittal data
requirements, indicating for each:
(i) the latest date to be submitted by the Prime Contractor; and
(ii) the latest date for approval by the Architect/Engineer.
(3) The construction schedule shall be in the form of a critical path management
schedule, and shall indicate each critical task (the “predecessor”) of all the major
construction activities of the Work in a logical and sequential order (the “project
network”) which requires completion prior to commencement of the task next
following (the “successor”). Each task shall be identified with:
(i) actual work time, exclusive of slack time, for accomplishment;
(ii) the latest start date;
(iii) the latest finish date;
(iv) the amount of float associated with each task;
(v) the amount of labor, material, and equipment associated with each task; and
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(vi) the percentage of completion as of the date of the current schedule.
(4) The construction schedule shall be revised and updated monthly to reflect the actual
status of the Work and shall be submitted with each Application for Payment.
(5) On or before the first day of each month, following the date of commencement of the
Work as stated in the notice to proceed, the Prime Contractor shall prepare and
submit to the Architect/Engineer and the Owner an up-to-date status report of the
progress of the various construction phases of the Work in the form of an updated
construction schedule. This status report shall consist of a time scale drawing
indicating actual progress of the various phases of the Work and the percentage of
completion of the entire Work. The original construction schedule shall be updated or
changed to indicate any adjustments to the Contract Time granted by the Owner. The
updated schedule must be submitted with the Prime Contractor’s Application for
Payment. No such application will be certified without a satisfactory update to the
construction schedule.
(6) The construction schedule will also be revised to show the effect of change orders and
other events on Contract Time. No request for an increase in Contract Time will be
considered unless it is accompanied by a schedule revision demonstrating the amount
of time related to the cause of the request. If the Contractor’s status schedules reflect
that the Prime Contractor has fallen behind the pace required to complete the Work
within the Contract Time, through no fault of the Owner, the Prime Contractor shall
prepare a recovery schedule demonstrating how it intends to bring its progress back
within the Contract Time. This recovery schedule shall be in a form acceptable to the
Owner.
(7) Costs incurred by the Prime Contractor in preparing and maintaining the required
construction schedule, any updated schedule, and any recovery schedule required by
the Owner will not be paid as an additional or extra cost and shall be included in the
Contract Sum.
(8) The Contract Sum is deemed to be based upon a construction schedule requiring the
full Contract Time. NO CLAIM FOR ADDITIONAL COMPENSATION SHALL
BE ALLOWED AS A RESULT OF THE PRIME CONTRACTOR BASING HIS
BID ON AN EARLY COMPLETION SCHEDULE, OR AS A RESULT OF
DELAYS AND COSTS ATTRIBUTABLE TO COMPLETION LATER THAN THE
PLANNED EARLY COMPLETION DATE.
(b)The Prime Contractor shall also prepare and keep current, for the
Architect/Engineer’s approval, a schedule of submittals which is coordinated with
the Prime Contractor’s construction schedule and allows the Architect/Engineer
reasonable time to review submittals.
(c)The Prime Contractor shall conform to the most recent schedules approved as to
form by the Architect/Engineer and the Owner. Any subsequent revisions made
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by the Prime Contractor to schedules in effect shall conform to the provisions of
Subparagraph 3.10(a)
(d)If the Work falls behind the approved construction schedule, the Prime Contractor
shall take such steps as may be necessary to improve his progress, and the
Architect/Engineer and the Owner may require him to increase the number of
shifts, overtime operations, days of work, or the amount of construction plant, and
to submit for approval revised schedules in the form required above in order to
demonstrate the manner in which the agreed rate of progress will be regained, all
without additional cost to the Owner.
3.11 DOCUMENTS AND SAMPLES AT THE PROJECT SITE
The Contractor shall maintain at the Project site for the Owner one record copy of the
Drawings, Specifications, addenda, and Amendments in good order and marked currently to
record changes and selections made during construction, and in addition shall maintain at
the Project site approved Shop Drawings, Product Data, Samples, and similar required
submittals. These shall be available to the Architect/Engineer and shall be delivered to the
Architect/Engineer for submittal to the Owner upon completion of the Work.
3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES
(a)Shop Drawings are drawings, diagrams, schedules, and other data specially prepared for
the Work by the Contractor or a Subcontractor, Sub-subcontractor, materialmen,
manufacturer(s), supplier(s), or distributor(s) to illustrate some portion of the Work.
(b)Product Data are illustrations, standard schedules, performance charts, instructions,
brochures, diagrams, and other information furnished by the Contractor to illustrate
materials or equipment for some portion of the Work.
(c)Samples are physical examples which illustrate materials, equipment, or workmanship
and establish standards by which the Work will be judged.
(d)Shop Drawings, Product Data, Samples, and similar submittals are not Contract
Documents. The purpose of their submittal is to demonstrate for those portions of the
Work for which submittals are required the way the Contractor proposes to conform to
the information given and the design concept expressed in the Contract Documents.
Review by the Architect/Engineer is subject to the limitations of Paragraph 4.2.
(e)The Prime Contractor shall review, approve and submit to the Architect/Engineer Shop
Drawings, Product Data, Samples, and similar submittals required by the Contract
Documents with reasonable promptness and in such sequence as to cause no delay in the
Work or in the activities of the Owner, or of separate contractors. Submittals made by the
Prime Contractor which are not required by the Contract Documents may be returned
without action.
(f)The Prime Contractor shall perform no portion of the Work requiring submittal and
review of Shop Drawings, Product Data, Samples, or similar submittals until the
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respective submittal has been approved by the Architect/Engineer. Work requiring this
submittal and review shall be in accordance with approved submittals and any identified
exceptions noted by the Architect/Engineer.
(g)By approving and submitting Shop Drawings, Product Data, Samples and similar
submittals, the Prime Contractor represents that the Prime Contractor has determined and
verified materials, field measurements, and related field construction criteria, or will do
so, and has checked and coordinated the information contained within submittals with the
requirements of the Work and of the Contract Documents. The Prime Contractor's
attention is directed to Paragraph 3.2 of these General Conditions and the requirements
stated in that Paragraph.
(h)The Prime Contractor shall not be relieved of responsibility for deviations, substitutions,
changes, additions, deletions or omissions from requirements of the Contract Documents
by the Architect/Engineer's approval of Shop Drawings, Product Data, Samples, or
similar submittals unless the Prime Contractor has specifically informed the
Architect/Engineer in writing of such substitutions, changes, additions, deletions,
omissions, or deviations involved in the submittal at the time of submittal and the
Architect/Engineer, subject to a formal Change Order signed by the Owner,
Architect/Engineer and Prime Contractor, has given written approval to the specific
substitutions, changes, additions, deletions, omissions, or deviations. The Prime
Contractor shall not be relieved of responsibility for errors or omissions in Shop
Drawings, Product Data, Samples, or similar submittals by the Architect/Engineer's
approval thereof. Further, notwithstanding any approval of a submittal by the
Architect/Engineer, the Prime Contractor shall be responsible for all associated Project
costs, including costs of coordination’s, modifications, or impacts, direct or indirect,
resulting from any and all substitutions, changes, additions, deletions, omissions, or
deviations, whether or not specifically identified by the Prime Contractor to the
Architect/Engineer at the time of the above-mentioned submittals, including additional
consulting fees, if any, in any and all accommodations associated with such substitutions,
changes, additions, deletions, omissions, or deviations to the requirements of the Contract
Documents.
(i)The Prime Contractor shall direct specific attention, in writing or on resubmitted Shop
Drawings, Product Data, Samples, or similar submittals, to additional revisions other than
those requested by the Architect/Engineer on previous submittals. In the absence of such
written notice, the Architect/Engineer’s approval of a resubmission shall not apply to the
additional revisions not requested.
(j)Informational submittals upon which the Architect/Engineer is not expected to take
responsive action may be so identified in the Contract Documents.
(k)When professional certification of performance criteria of materials, systems, or
equipment is required by the Contract Documents, the Architect/Engineer shall be
entitled to rely upon the accuracy and completeness of such calculations and
certifications.
3.13 USE OF THE PROJECT SITE
The Prime Contractor shall confine operations at the Project site to areas permitted by law,
ordinances, permits, and the Contract Documents and shall not unreasonably encumber the
Project site with materials or equipment.
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3.14 CUTTING AND PATCHING
(a)The Prime Contractor shall be responsible for cutting, fitting or patching required to
complete the Work or to make its parts fit together properly.
(b)The Prime Contractor shall not damage or endanger a portion of the Work or any fully
or partially completed construction of the Owner or separate contractors by cutting,
patching, or otherwise altering the construction, or by excavating. The Prime
Contractor shall not cut or otherwise alter the construction by the Owner or a separate
contractor except with the written consent of the Owner and of the separate contractor;
consent shall not be unreasonably withheld. The Prime Contractor shall not
unreasonably withhold from the Owner or a separate contractor the Prime Contractor’s
consent to cutting or otherwise altering the Work.
(c)A “Hot Work Permit” must be obtained from the City of Denton’s Facilities
Management Department, 869 S. Woodrow Lane, Denton, Texas (940 349-7200) for
any temporary operation involving open flames or producing heat and/or sparks. This
includes, but is not limited to: Brazing, Cutting, Grinding, Soldering, Torch Applied
Roofing and Welding.
3.15 CLEANING UP
(a)The Prime Contractor shall keep the Project site and surrounding area free from
accumulation of waste materials or rubbish caused by operations under the Contract.
Upon the completion of the Work the Prime Contractor shall remove from and about
the Project site all waste materials, and rubbish, and all of the Prime Contractor’s tools,
construction equipment, machinery, and surplus materials.
(b)If the Prime Contractor fails to clean up as provided in the Contract Documents, the
Owner may, at Owner’s option, clean up the Project site, and the Owner’s cost of
cleaning up shall be charged to the Contractor.
3.16 ACCESS TO WORK
The Prime Contractor shall provide the Owner and the Architect/Engineer access to the
Work in preparation and progress wherever located during the course of construction.
3.17 TESTS AND INSPECTIONS
(a)Tests, inspections, and approvals of portions of the Work required by the Contract
Documents or by laws, ordinances, rules, regulations, or orders of governmental entities
or agencies having jurisdiction over the Work shall be made at appropriate times. Unless
otherwise provided, the Prime Contractor shall make arrangements for such tests,
inspections, and approvals with an independent testing laboratory or entity acceptable to
the Owner or with the appropriate governmental entity or agency, and the Prime
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Contractor shall bear all related costs of tests, inspections, and approvals. The Prime
Contractor shall give the Architect/Engineer timely notice of when and where tests and
inspections are to be made so the Architect/Engineer may observe such procedures. The
Owner shall bear costs of tests, inspections, or approvals which become requirements
after bids or proposals are received.
(b)If the Architect/Engineer, the Owner or other public authorities having jurisdiction over
the Work determine that portions of the Work require additional testing, inspection or
approval not included under Subparagraph 3.17(a), the Architect/Engineer will, upon
written authorization from the Owner, instruct the Prime Contractor to make
arrangements for such additional testing, inspection or approval by an entity acceptable to
the Owner, and the Prime Contractor shall give timely notice to the Architect/Engineer of
when and where tests and inspections are to be made so that the Architect/Engineer may
observe such procedures. The Owner shall bear such costs except as provided in
Subparagraph 3.17(c).
(c)If procedures for testing, inspection, or approval under Subparagraphs 3.17(a) and
3.17(b) reveal deficiencies or nonconformities in the Work, the Prime Contractor shall
bear all costs made necessary to correct the deficiencies or nonconformities, including
those of repeated procedures and compensation for the Architect/Engineer’s services and
expenses, if any. The Prime Contractor shall bear the costs of any subsequent testing,
inspection, or approval of the corrected Work.
(d)Required certificates of testing, inspection or approval shall, unless otherwise required by
the Contract Documents, be secured by the Prime Contractor and promptly delivered to
the Architect/Engineer.
(e)If the Architect/Engineer is to observe tests, inspections or approvals required by the
Contract Documents, the Architect/Engineer will do so promptly and, where practicable,
at the normal place of testing or inspection.
(f)Tests or inspections conducted pursuant to the Contract Documents shall be made
promptly to avoid unreasonable delay in the Work.
3.18 ROYALTIES AND PATENTS
The Contractor shall pay all royalties and license fees. CONTRACTOR SHALL
COMPLETELY DEFEND, INDEMNIFY AND HOLD OWNER AND
ARCHITECT/ENGINEER HARMLESS FROM ANY AND ALL LIABILITIES, SUITS
OR CLAIMS FOR INFRINGEMENT OF PATENT RIGHTS, REGARDLESS OF
WHETHER OR NOT THE OWNER OR THE ARCHITECT/ENGINEER SPECIFIED A
PARTICULAR DESIGN, PROCESS OR PRODUCT IN THE CONTRACT
DOCUMENTS THAT MAY BE THE SUBJECT OF A PATENT INFRINGEMENT OR
OTHERWISE ACTIVELY INDUCED OR CONTRIBUTED TO THE PATENT
INFRINGEMENT. In the event the Prime Contractor has reason to believe that a particular
design, process or product specified infringes a patent, the Prime Contractor shall
immediately notify the Owner and the Architect/Engineer of same.
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3.19 INDEMNIFICATION
(a)THE PRIME CONTRACTOR AGREES TO DEFEND, INDEMNIFY AND HOLD THE
OWNER, ITS OFFICERS, AGENTS AND EMPLOYEES, AND THE
ARCHITECT/ENGINEER, HARMLESS AGAINST ANY AND ALL CLAIMS,
LIABILITIES, LAWSUITS, JUDGMENTS, FINES, PENALTIES, COSTS AND
EXPENSES FOR PERSONAL INJURY (INCLUDING DEATH), PROPERTY
DAMAGE OR OTHER HARM OR VIOLATIONS FOR WHICH RECOVERY OF
DAMAGES, FINES, OR PENALTIES IS SOUGHT, SUFFERED BY ANY PERSON
OR PERSONS, THAT MAY ARISE OUT OF OR BE OCCASIONED BY
CONTRACTOR'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS
CONTRACT, VIOLATIONS OF LAW, OR BY ANY NEGLIGENT, GROSSLY
NEGLIGENT, INTENTIONAL, OR STRICTLY LIABLE ACT OR OMISSION OF
THE PRIME CONTRACTOR, ITS OFFICERS, AGENTS, EMPLOYEES,
SUBCONTRACTORS, OR SUB-SUBCONTRACTORS AND THEIR RESPECTIVE
OFFICERS, AGENTS, OR REPRESENTATIVES, OR ANY OTHER PERSONS OR
ENTITIES FOR WHICH THE PRIME CONTRACTOR IS LEGALLY RESPONSIBLE
IN THE PERFORMANCE OF THIS CONTRACT; EXCEPT THAT THE INDEMNITY
PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY
RESULTING FROM THE SOLE NEGLIGENCE OR FAULT OF THE OWNER, ITS
OFFICERS, AGENTS, EMPLOYEES OR SEPARATE CONTRACTORS, OR OF THE
ARCHITECT/ENGINEER, AND IN THE EVENT OF JOINT AND CONCURRENT
NEGLIGENCE OR FAULT OF THE CONTRACTOR, THE OWNER, AND THE
ARCHITECT/ENGINEER, RESPONSIBILITY AND INDEMNITY, IF ANY, SHALL
BE APPORTIONED IN ACCORDANCE WITH THE LAW OF THE STATE OF
TEXAS, WITHOUT, HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY
AVAILABLE TO THE OWNER UNDER TEXAS LAW, AND WITHOUT WAIVING
ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. THE PROVISIONS OF
THIS PARAGRAPH ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO
AND ARE NOT INTENDED TO CREATE OR GRANT ANY RIGHTS,
CONTRACTUAL OR OTHERWISE, TO ANY OTHER THIRD PERSON OR
ENTITY.
(b)In claims against any person or entity indemnified under this Paragraph 3.19 by an
employee of the Prime Contractor, a Subcontractor, anyone directly or indirectly
employed by them or anyone for whose acts they may be liable, the indemnification
obligation under this Paragraph 3.19 shall not be limited by a limitation on amount or
type of damages, compensation or benefits payable by or for the Prime Contractor or any
Subcontractor, under workers compensation acts, disability benefit acts or other
employee benefit acts.
(c)Indemnification under this Paragraph 3.19 shall include, but is not limited to, liability
which could result to or be created for the Owner, its officers, agents, or employees, or
the Architect/Engineer pursuant to State or Federal laws or regulations relating to
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pollution of the environment and State or Federal laws or regulations relating to the
occupational safety and health of workers. The Prime Contractor specifically agrees to
comply with the above-mentioned laws and regulations in the performance of the Work
by the Prime Contractor and that the obligations of the Owner, its officers, agents, and
employees, and the Architect/Engineer under the above-mentioned laws and regulations
are secondary to those of the Prime Contractor.
ARTICLE 4 - CONTRACT ADMINISTRATION
4.1 THE DESIGN PROFESSIONAL (ARCHITECT/ENGINEER)
(a)The design professional is the person lawfully licensed to practice architecture or
engineering or a firm or other business entity lawfully practicing architecture/engineering
identified as such in the formal Building Construction Services Agreement and is referred
to throughout the Contract Documents as if singular in number. The term
“Architect/Engineer” means the Architect/Engineer or the Architect/Engineer’s
authorized representative. The Owner may, at its option, designate a qualified Owner
representative to serve as the Architect/Engineer on the Project instead of an outside firm
or person. In such event, the references in these General Conditions that refer to the
Architect/Engineer shall apply to the Owner-designated Architect/Engineer
representative and the Owner-designated Architect/Engineer representative shall be
accorded that same status by the Prime Contractor.
(b)In the event the Architect/Engineer is an outside person or firm and the
Architect/Engineer's employment is terminated, the Owner may, at its option, contract
with a new outside Architect/Engineer to replace the former, or may designate a qualified
Owner representative to serve as the Architect/Engineer. The replacement
Architect/Engineer, whether an Owner representative, an independent Architect/Engineer
or any other qualified person or entity, shall be regarded as the Architect/Engineer for all
purposes under the Contract Documents and shall be accorded that same status by the
Prime Contractor. Any dispute in connection with such appointment shall be reviewed
and settled by the Owner, whose decision shall be final and binding.
(c)Owner reserves the right to appoint a representative empowered to act for the Owner
during the Construction Phase and to supersede the Architect/Engineer’s Construction
Phase responsibility. Similarly, from time to time the Owner may expand or reduce the
Owner’s delegation of powers to the Architect/Engineer, with the Owner notifying the
Prime Contractor of any such changes. The Architect/Engineer shall not be construed as a
third party beneficiary to the Contract and can in no way object to any expansion or
reduction of powers as set forth in this Subparagraph (c). In no event, however, shall the
Owner have control over charge of, or be responsible for, construction means, methods,
techniques, sequences, or procedures, or for safety precautions or programs in connection
with the Work since these are solely the Contractor’s responsibility. The Owner will not
be responsible for the Prime Contractor’s failure to carry out the Work in accordance
with the Contract Documents. The Owner will not have control over or charge of and will
not be responsible for acts or omissions of Prime Contractor, Subcontractors, or their
agents or employees, or of any other persons performing portions of the Work.
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4.2 ARCHITECT/ENGINEER’S RESPONSIBILITIES DURING CONSTRUCTION
(a)The Architect/Engineer will administer the Contract as described in the Contract
Documents and in accordance with the terms of the Architect/Engineer's agreement with
the Owner, where applicable, subject to the direction and approval of the Owner. If
requested by the Prime Contractor, the provisions of the Owner/Architect/Engineer
Agreement will be made available to the Prime Contractor.
(b)The Architect/Engineer shall provide, during performance of the Work, adequate and
competent periodic on-site construction observation, periodically visiting the Project site
to the extent necessary to personally familiarize themselves with the progress and quality
of the Work, and to determine if the Work is proceeding in accordance with the Contract
Documents. The Architect/Engineer shall not, however, be required to make continuous
on-site inspections to check the Work. Field reports of each visit shall be prepared by the
Architect/Engineer and submitted to the Owner. The Architect/Engineer shall employ all
reasonable measures to safeguard the Owner against defects and nonconformities in the
Work. The Architect/Engineer shall not be responsible for the construction means,
methods, techniques, sequences of procedures, nor for the safety precautions and
programs employed in connection with the Work. The Architect/Engineer will, however,
immediately inform the Owner whenever defects or nonconformities in the Work are
observed, or when any observed actions or omissions are undertaken by the Prime
Contractor or any Subcontractor which are not in the best interests of the Owner or the
Project.
(c)The Architect/Engineer and the Owner will not have control over or charge of and will
not be responsible for construction means, methods, techniques, sequences, or
procedures, or for safety precautions and programs in connection with the Work, since
these are solely the Prime Contractor’s responsibility as provided in Paragraph 4.3. The
Architect/Engineer and the Owner will not be responsible for the Prime Contractor’s
failure to carry out the Work in accordance with the Contract Documents. The
Architect/Engineer and the Owner will not have control over or charge of and will not be
responsible for acts or omissions of the Prime Contractor, Subcontractors, Sub-
subcontractors, or their respective agents or employees, or of any other persons
performing portions of the Work for which the Prime Contractor is responsible.
(d)Except as otherwise provided in the Contract Documents or when direct communications
have been specially authorized, the Owner and Prime Contractor shall endeavor to
communicate through the Architect/Engineer. Communications by and with the
Architect/Engineer’s consultants shall be through the Architect/Engineer.
Communications by and with Subcontractors and material suppliers shall be through the
Prime Contractor. Communications by and with separate contractors will be through the
Owner. The Prime Contractor shall provide written confirmation of communications
made directly with the Owner and provide copies of such confirmation to the
Architect/Engineer.
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(e)Based on the Architect/Engineer’s observations and evaluations of the Prime Contractor’s
Applications for Payment, the Architect/Engineer will review and certify the amounts due
the Prime Contractor and will issue Certificates for Payment in such amounts.
(f)The Architect/Engineer and the Owner will each have authority to reject Work which
does not conform to the Contract Documents. Whenever the Architect/Engineer considers
it necessary or advisable for implementation of the intent of the Contract Documents, the
Architect/Engineer will have authority to require additional inspection or testing of the
Work in accordance with Subparagraphs 3.17(b) and 3.17(c), whether or not such Work
is fabricated, installed or completed. However, neither this authority of the
Architect/Engineer nor a decision made in good faith either to exercise or not to exercise
such authority shall give rise to any duty or responsibility of the Architect/Engineer to the
Prime Contractor, Subcontractors, material and equipment suppliers, their agents or
employees, or other persons performing portions of the Work.
(g)The Architect/Engineer will review and approve or take other appropriate action upon the
Prime Contractor’s submittals such as Shop Drawings, Product Data, and Samples, but
only for the limited purpose of checking for conformance with information given and the
design concept expressed in the Contract Documents. The Architect/Engineer’s action
will be taken with such reasonable promptness as to not delay the Work or the activities
of the Owner, Contractor, or separate contractors. Review of such submittals is not
conducted for the purpose of determining the accuracy and completeness of other details
such as dimensions and quantities, or for substantiating instructions for installation or
performance of equipment or systems, all of which remain the responsibility of the Prime
Contractor as required by the Contract Documents. The Architect/Engineer’s review of
the Prime Contractor’s submittals shall not relieve the Prime Contractor of any
obligations under Paragraphs 3.3, 3.5, and 3.12. The Architect/Engineer’s review shall
not constitute approval of safety precautions or, unless otherwise specifically stated in
writing by the Architect/Engineer, of any construction means, methods, techniques,
sequences, or procedures. The Architect/Engineer’s approval of a specific item shall not
indicate approval of an assembly of which the item is a component.
(h)The Architect/Engineer will prepare Change Orders and may authorize minor changes in
the Work as provided in Paragraph 7.3.
(i)The Architect/Engineer will conduct inspections to determine the date or dates of
Substantial Completion and the date of final completion, will receive and forward to the
Owner for the Owner’s review and records written warranties and related documents
required by the Contract and assembled by the Prime Contractor, and will issue a final
Certificate for Payment upon compliance with the requirements of the Contract
Documents.
(j)If the Owner and Architect/Engineer agree, the Architect/Engineer will provide one or
more Project representatives to assist in carrying out the Architect/Engineer’s
responsibilities at the site. The duties, responsibilities, and limitations of authority of such
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Project representatives shall be as set forth in an exhibit to be incorporated into the
Contract Documents.
(k)The Architect/Engineer will interpret and make recommendations to the Owner
concerning performance under and requirements of the Contract Documents upon written
request of either the Owner or Contractor. The Architect/Engineer’s response to such
requests will be made with reasonable promptness and within any time limits agreed
upon. The Architect/Engineer shall secure the Owner’s written approval before issuing
instructions, interpretations, or judgments to the Prime Contractor which change the
scope of the Work or which modify or change the terms and conditions of any of the
Contract Documents.
(l)Interpretations and decisions of the Architect/Engineer will be consistent with the intent
of and reasonably inferable from the Contract Documents and will be in writing or in the
form of Drawings. When making such interpretations and decisions, the
Architect/Engineer will endeavor to secure faithful performance by the Prime Contractor.
(m)The Architect/Engineer’s decisions on matters relating to aesthetic effect will be final if
consistent with the intent expressed in the Contract Documents; provided that the
Architect/Engineer has the prior written approval of the Owner.
4.3 CLAIMS AND DISPUTES
(a)Definition; General Notice of Claim Procedure. As used in these General Conditions, a
“Claim” means a demand or assertion by one of the parties to the Contract seeking an
adjustment of the terms of the Contract Documents, of the Contract Sum, of the Contract
Time, or some other relief in respect to the terms of the Contract Documents. The term
also includes all other disputes between the Owner and the Contractor arising out of or
relating to the Project or the Contract Documents, including but not limited to claims that
work was outside the scope of the Contract Documents. The responsibility to substantiate
the Claim and the burden of demonstrating compliance with this provision shall rest with
the party making the Claim. Except where otherwise provided in the Contract
Documents, a Claim by the Prime Contractor, whether for additional compensation,
additional time, or other relief, including but not limited to claims arising from concealed
conditions, WITHOUT EXCEPTION, MUST BE MADE BY WRITTEN NOTICE TO
THE ARCHITECT/ENGINEER AND TO THE OWNER WITHIN FOURTEEN (14)
DAYS IMMEDIATELY AFTER OCCURRENCE OF THE EVENT OR EVENTS
GIVING RISE TO THE PARTICULAR CLAIM. Every Claim of the Prime Contractor,
whether for additional compensation, additional time, or other relief, including but not
limited to claims arising from concealed conditions, shall be signed and sworn to by an
authorized corporate officer (if not a corporation, then an official of the company
authorized to bind the Prime Contractor by his signature) of the Prime Contractor,
verifying the truth and accuracy of the Claim. THE PRIME CONTRACTOR SHALL BE
CONCLUSIVELY DEEMED TO HAVE WAIVED ANY CLAIM NOT MADE
STRICTLY IN ACCORDANCE WITH THE PROCEDURES AND TIME LIMITS SET
OUT IN THIS PARAGRAPH.
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(b)Referral to the Architect/Engineer. Claims, disputes, and other matters in question
between the Prime Contractor and the Owner relating to the progress or execution of the
Work or the interpretation of the Contract Documents shall be referred to the
Architect/Engineer for recommendation to the Owner, which recommendation the
Architect/Engineer will furnish in writing within a reasonable time, provided proper and
adequate substantiation has been received. Failure of the Prime Contractor to submit the
Claim to the Architect/Engineer for rendering of a recommendation to the Owner shall
constitute a waiver of the Claim.
(c)Continuing Contract Performance. Pending final resolution of a claim the Prime
Contractor shall proceed diligently with performance of the Work and the Owner shall
continue to make payments in accordance with the Contract Documents.
(d)Claims for Concealed or Unknown Conditions. No adjustment in the Contract Sum or
Time associated with concealed or unknown conditions will normally be considered or
allowed; provided, however, that the Contract Sum or Time may be adjusted by the
Owner in such circumstances only if:
(1)a concealed subsurface condition is encountered in the course of performance of the
Work;
(2)a concealed or unknown condition in an existing structure is at variance with
conditions indicated by the Contract Documents; or
(3)an unknown physical condition is encountered below the surface of the ground or in
an existing structure which is of an unusual nature and materially different from those
ordinarily encountered and generally recognized as inherent in the character of the
Work; and
(4)a notice of claim with proper and adequate substantiation is presented pursuant to
Subparagraph 4.3(a) of these General Conditions; and
(5)the Owner and the Architect/Engineer determine that:
(i) prior to submitting its bid for the Work, the Contractor used reasonable diligence
to fully inspect the portion of the Project site where the condition was discovered; and
(ii) the work caused or required by the concealed or unknown condition at issue can
be considered extra work to the extent that additional new Drawings must be prepared
and issued and new construction beyond the scope of the Contract Documents is
required.
(e)Disclaimer of Warranties as to Reports, Drawings, and Specifications. PROJECT SITE
INFORMATION AND REPORTS (INCLUDING BUT NOT LIMITED TO SOILS
TESTING REPORTS, GEOTECHNICAL REPORTS, OR ENVIRONMENTAL SITE
ASSESSMENTS) PROVIDED BY THE OWNER AND THE
ARCHITECT/ENGINEER IN THE PROJECT MANUAL OR BY OTHER MEANS
SHALL BE UTILIZED BY THE PRIME CONTRACTOR AT THE PRIME
CONTRACTOR’S OWN RISK. THE OWNER AND THE ARCHITECT/ENGINEER
DO NOT GUARANTEE OR WARRANT ANY INFORMATION SHOWN IN THE
PROJECT SITE INFORMATION AND REPORTS.
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(f)Claims for Additional Cost. If the Prime Contractor wishes to make a claim for an
increase in the Contract Sum, written notice as provided in this Paragraph 4.3 shall be
given before proceeding to execute the Work. Prior notice is not required for claims
relating to an emergency endangering life or property arising under Paragraph 10.3. In
addition, the Prime Contractor's request for an increase in the Contract Sum for any
reason (other than work performed under emergency conditions) shall be made far
enough in advance of required work to allow the Owner and the Architect/Engineer a
sufficient amount of time, without adversely affecting the construction schedule, to
review the request, prepare and distribute such additional documents as may be necessary
to obtain suitable estimates or proposals and to negotiate, execute and distribute a Change
Order for the required work if the Prime Contractor believes that additional cost is
involved for reasons including but not limited to:
(1)a written interpretation from the Architect/Engineer;
(2)a written order for a minor change in the Work issued by the Architect/Engineer;
(3)failure of payment by the Owner;
(4)termination of the Contract by the Owner;
(5)the Owner’s temporary suspension of all or any portion of the Work where the Prime
Contractor was not at fault; or
(6)other reasonable grounds.
(g)Injury or Damage to Person or Property. If the Prime Contractor suffers injury or
damages to person or property because of an act or omission of the Owner, or of any of
the Owner's officers, employees or agents, written, sworn-to notice of any claim for
damages or injury shall be given as provided in Subparagraph 4.3(a). The notice shall
provide sufficient detail to enable the Architect/Engineer and the Owner to investigate the
matter.
(h)Subcontractor Pass-Through Claims. In the event that any Subcontractor of the Prime
Contractor asserts a claim to the Prime Contractor, that the Prime Contractor seeks to
pass through to the Owner under the Contract Documents, any entitlement of the Prime
Contractor to submit and assert the claim against the Owner shall be subject to:
(1)the requirements of Paragraph 4.3 of these General Conditions; and
(2)the following additional three requirements listed below, all three of which additional
requirements shall be conditions precedent to the entitlement of the Prime Contractor
to seek and assert such claim against the Owner:
(ii) The Prime Contractor shall either (A) have direct legal liability as a matter of
contract, common law, or statutory law to the Subcontractor for the claim that the
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Subcontractor is asserting or (B) the Prime Contractor shall have entered into a
written liquidating agreement with the Subcontractor, under which agreement the
Prime Contractor has agreed to be legally responsible to the Subcontractor for
pursuing the assertion of such claim against the Owner under the Contract and for
paying to the Subcontractor any amount that may be recovered, less Prime
Contractor’s included markup (subject to the limits in the Contract Documents for
any markup). The liability or responsibilities shall be identified in writing by the
Prime Contractor to the Owner at the time such claim is submitted to Owner, and a
copy of any liquidating agreement shall be included by the Prime Contractor in the
claim submittal materials.
(ii) The Prime Contractor shall have reviewed the claim of the Subcontractor prior to
its submittal to Owner and shall have independently evaluated such claim in good
faith to determine the extent to which the claim is believed in good faith to be valid.
The Prime Contractor shall also certify, in writing and under oath to the Owner, at the
time of the submittal of such claim, that the Prime Contractor has made a review,
evaluation, and determination that the claim is made in good faith and is believed by
the Contractor to be valid.
(iii) The Subcontractor making the claim to the Prime Contractor shall certify in
writing and under oath that it has compiled, reviewed and evaluated the merits of
such claim and that the claim is believed in good faith by the Subcontractor to be
valid. A copy of the certification by the Subcontractor shall be included by Prime
Contractor in the claim submittal materials made by Contractor to the Owner..
(3)Any failure of the Prime Contractor to comply with any of the foregoing requirements
and conditions precedent with regard to any such claim shall constitute a waiver of
any entitlement to submit or pursue such claim against Owner.
(4)Receipt and review of a claim by the Owner under this Subparagraph shall not be
construed as a waiver of any defenses to the claim available to the Owner under the
Contract Documents or by applicable law.
(i) Owner’s Right to Order Acceleration and to Deny Claimed and Appropriate Time
Extensions, in Whole or in Part. The Prime Contractor acknowledges and agrees that
Substantial Completion of the Work by or before the Scheduled Completion Date is
of substantial importance to Owner. The following provisions, therefore, will apply:
(1)If the Prime Contractor falls behind the approved construction schedule for
whatever reason, the Owner shall have the right, in the Owner’s sole discretion, to
order the Prime Contractor to develop a recovery schedule as described in
Paragraph 3.10 or to accelerate its progress in such a manner as to achieve
Substantial Completion on or before the Contract Time completion date or such
other date as the Owner may reasonably direct and, upon receipt, the Prime
Contractor shall take all action necessary to comply with the order. In such event,
any possible right, if any, of the Prime Contractor to additional compensation for
any acceleration shall be subject to the terms of this Subparagraph (i).
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(2)In the event that the Prime Contractor is otherwise entitled to an extension of
Contract Time and has properly initiated a Claim for a time extension in
accordance with Subparagraph 4.3(a) above, the Owner shall have the right, in the
Owner’s sole discretion, to deny all, or any part, of the Claim for extension of
Contract Time by giving written notice to the Prime Contractor provided within
fourteen (14) days after receipt of the Prime Contractor's Claim. If the Owner
denies the Prime Contractor's claim for an extension of Contract Time under this
Clause (i)(2), either in whole or in part, the Prime Contractor shall proceed to
prosecute the Work in such a manner as to achieve Substantial Completion on or
before the then existing Scheduled Completion Date.
(3)If the Prime Contractor would have been entitled to a time extension for a reason
specifically allowed under the Contract Documents, for an amount of time that
would have justified approval by the Owner if not for the need and right to
accelerate, the Prime Contractor may initiate a Claim for acceleration costs
pursuant to Subparagraph 4.3(a). Any resulting Claim for acceleration costs
properly initiated by the Prime Contractor under Subparagraph 4.3(a) above shall
be limited to those reasonable and documented direct costs of labor, materials,
equipment, and supervision solely and directly attributable to the actual
acceleration activity necessary to bring the Work back within the then existing
approved construction schedule. These direct costs include the premium portion
of overtime pay, additional crew, shift, or equipment costs if requested in advance
by the Contractor and approved in writing by the Owner. A percentage markup
for the prorated cost of premium on the existing performance and payment bonds
and required insurance; provided however, not to exceed five (5%) per cent, will
be allowed on the claimed acceleration costs. NO OTHER MARKUP FOR
PROFIT, OVERHEAD (INCLUDING BUT NOT LIMITED TO HOME OFFICE
OVERHEAD) OR ANY OTHER COSTS WILL BE ALLOWED ON ANY
ACCELERATION CLAIM. The Owner shall not be liable for any costs related to
an acceleration claim other than those described in this Clause (i)(3).
(i)Waiver of Claims; Final Payment. The making of final payment shall constitute a waiver
of claims by the Owner except those arising from:
(1)claims, security interests, purported liens, or other attempted encumbrances arising
out of the Contract and remaining unsettled;
(2)defective or nonconforming Work appearing after Substantial Completion;
(3)latent defects, as defined in Subparagraph 12.2(d), appearing after Final Completion;
or
(4)the terms of general and special warranties required by the Contract Documents or
allowed or implied by law.
(k) THE CONTRACTOR SHALL NOT BE ENTITLED TO RECOVER ATTORNEY’S
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FEES AS A PART OF ANY CLAIM MADE UNDER THE CONTRACT
DOCUMENTS OR IN ANY SUBSEQUENT LAWSUIT OR ALTERNATIVE
DISPUTE RESOLUTION PROCEEDING.
(l)No Waiver of Governmental Immunity. NOTHING IN THE CONTRACT
DOCUMENTS SHALL BE CONSTRUED TO WAIVE THE OWNER’S
GOVERNMENTAL IMMUNITY FROM LAWSUIT, WHICH IMMUNITY IS
EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND
UNAMBIGUOUSLY WAIVED BY APPLICABLE STATE LAW.
ARTICLE 5 - SUBCONTRACTORS
5.1 DEFINITIONS OF SUBCONTRACTOR
(a)A Subcontractor is person or entity who has a direct Contract with the Prime Contractor
to perform a portion of the Work at the Project site or to supply materials or equipment to
the Prime Contractor by purchase or lease for use in performance of or incorporation into
the Work. The term “Subcontractor” is referred to throughout the Contract Documents as
if singular in number and means a Subcontractor or an authorized representative of the
Subcontractor. The term “Subcontractor” does not include a separate contractor or
subcontractors of a separate contractor.
(b)A Sub-subcontractor is a person or entity who has a direct or indirect Contract with a
Subcontractor to perform a portion of the Work at the Project site or to supply materials
or equipment to the Subcontractor or another Sub-subcontractor by purchase or lease for
use in performance of or incorporation into the Work. The term “Sub-subcontractor” is
referred to throughout the Contract Documents as if singular in number and means a Sub-
subcontractor or an authorized representative of the Sub-subcontractor.
5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF
THE WORK
(a)Immediately after the award of the Contract by the Owner, and before the Building
Construction Services Agreement is signed by the Prime Contractor and the Owner, the
Prime Contractor shall furnish to the Architect/Engineer in writing, for acceptance by the
Owner and the Architect/Engineer, a list of the names, addresses, telephone numbers,
M/WBE certification numbers (where applicable), and type of work of the Subcontractors
(including those who are to furnish materials or equipment fabricated to a special design),
proposed for the principal portions of the Work, including furnishings when made a part
of the Contract. The Prime Contractor shall immediately notify the Owner in writing of
any changes in the list as they occur. The Architect/Engineer will promptly reply to the
Contractor in writing stating whether or not the Owner or the Architect/Engineer, after
due investigation, has reasonable objection to any such proposed person or entity. Failure
of the Owner or Architect/Engineer to reply promptly shall constitute notice of no
reasonable objection.
(b)The Prime Contractor shall not Contract with a proposed person or entity to whom the
Owner or Architect/Engineer has made reasonable and timely objection.
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(c)Architect/Engineer's and Owner's approval of or objection to any Subcontractor or of a
particular process or material will not relieve the Prime Contractor of his responsibility
for performance of Work as called for under the Contract Documents, and shall not
provide a basis for any claim for additional time or money on the part of the Prime
Contractor. Approval shall not be construed to create any contractual relationship
between the Subcontractor and either the Owner or Architect/Engineer. In no event shall
the Contract Sum be increased as a result of the rejection of any Subcontractor.
(d)The Prime Contractor shall not change a Subcontractor previously selected if the Owner
or Architect/Engineer makes reasonable objection to such change.
5.3 SUBCONTRACTUAL RELATIONS
(a)By appropriate agreement, written where legally required for validity, the Prime
Contractor shall require each Subcontractor, to the extent of the Work to be performed by
the Subcontractor, to be bound to the Prime Contractor by the terms of the Contract
Documents (including but not limited to these General Conditions), and to assume toward
the Prime Contractor all the obligations and responsibilities which the Prime Contractor,
by the Contract Documents, assumes toward the Owner and the Architect/Engineer. Each
subcontract agreement shall preserve and protect the rights of the Owner and the
Architect/Engineer under the Contract Documents (including but not limited to these
General Conditions) with respect to the Work to be performed by the Subcontractor so
that subcontracting will not prejudice the rights of the Owner and the Architect/Engineer.
Where appropriate, the Prime Contractor shall require each Subcontractor to enter into
similar agreements with Sub-subcontractors. The Prime Contractor shall make available
to each proposed Subcontractor, prior to the execution of the subcontract agreement,
copies of the Contract Documents to which the Subcontractor is to be bound.
Subcontractors shall similarly make copies of applicable portions of such Documents
available to their respective proposed Sub-subcontractors.
(b)The Prime Contractor is solely responsible for making payments properly to the Prime
Contractor’s Subcontractors on the Project. During performance of the Work, the Prime
Contractor shall comply with the following additional rules regarding Subcontractor
payments:
(1)The Prime Contractor shall submit, beginning with the Second Application and
Certificate for Payment, a Subcontractor Payment Report (the "Report") with each
Application and Certificate for Payment. The Report shall show all payments made to
date by the Prime Contractor (plus existing retainage) to each Subcontractor involved
in the Project. The Report shall be made on a form approved and supplied by the
Owner. As an alternative to the Report, the Prime Contractor may furnish Affidavits
of Payment Received with the Application and Certificate for Payment, which
affidavits shall be executed by each Subcontractor owed money and paid by
Subcontractor during the previous progress payment period for work or materials
furnished on the Project. RECEIPT BY THE OWNER OF THE REPORT OR
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AFFIDAVITS OF PAYMENT RECEIVED SHALL BE A CONDITION
PRECEDENT TO PAYMENT ON ANY APPLICATION FOR PAYMENT .
(2)If, for any reason, the Prime Contractor is withholding payment to a Subcontractor
due to a dispute or other problem with performance, the Prime Contractor shall note
the amount withheld and further note that the payment is in dispute. The Owner may,
in its sole discretion, require the Prime Contractor to document and verify the dispute
or other problem in question.
(3)The Owner reserves the right in its sole discretion, to withhold payment to the Prime
Contractor pursuant to Paragraph 9.5(a) of the General Conditions, should it appear
from the Report, statements of payment received or other information furnished to the
Owner that:
(i) the Report has not been properly completed;
(ii) the Prime Contractor has knowingly provided false information regarding
payment of any Subcontractor; or
(iii) the Prime Contractor has otherwise failed to make payments properly to any
Subcontractor.
(4)THE PRIME CONTRACTOR SHALL NOT HAVE ANY RIGHT TO MAKE A
CLAIM FOR ADDITIONAL TIME OR ADDITIONAL COMPENSATION AS A
RESULT OF THE OWNER'S OR ARCHITECT/ENGINEER'S ENFORCEMENT
OF THIS SUBPARAGRAPH 5.3(b). NO PROVISION OF THIS SUBPARAGRAPH
OR ANY OF THE CONTRACT DOCUMENTS SHALL BE CONSTRUED TO
CREATE A CONTRACTUAL RELATIONSHIP, EXPRESS OR IMPLIED,
BETWEEN ANY SUBCONTRACTOR AND EITHER THE OWNER OR THE
ARCHITECT/ENGINEER AND SHALL NOT BE CONSTRUED TO MAKE ANY
SUBCONTRACTOR OR ANY OTHER PERSON OR ENTITY, A THIRD-PARTY
BENEFICIARY OF THE CONTRACT BETWEEN THE OWNER AND THE
PRIME CONTRACTOR.
5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS
In the event of a termination of this Contract by the Owner under Article 14, the Prime
Contractor shall, if requested in writing by the Owner, within fifteen (15) days after the
date notice of termination is sent, deliver and assign to Owner, or any person or entity
acting on the Owner's behalf, any or all subcontracts made by Prime Contractor in the
performance of the Work, and deliver to the Owner true and correct originals and copies
of the subcontract documents. In the event assignment is not requested by the Owner,
Prime Contractor shall terminate all subcontracts to the extent that Owner has not
directed assignment of same and to the extent that they relate to the performance of Work
terminated by the notice of termination.
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ARTICLE 6 - CONSTRUCTION BY THE OWNER/ SEPARATE CONTRACTORS
6.1 OWNER’S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD
SEPARATE CONTRACTS
(a)The Owner reserves the right to perform construction or operations related to the Project
with the Owner’s own forces, and to award separate contracts in connection with other
portions of the Project or other construction or operations on the Project site under
Conditions of the Contract identical or substantially similar to these General Conditions,
including those portions related to insurance and waiver of subrogation. If the Prime
Contractor claims that delay or additional cost is involved because of such action by the
Owner, the Prime Contractor shall make a claim as provided elsewhere in, and in
accordance with the Contract Documents.
(b)When separate Contracts are awarded for different portions of the Project or other
construction or operations on the Project site, the term “Contractor” in the Contract
Documents in each case shall mean the Contractor who executes each separate Building
Construction Services Agreement with the Owner.
(c)The Owner shall provide for coordination of the activities of the Owner’s own forces and
of each separate contractor with the Work of the Prime Contractor, who shall cooperate
with them. The Prime Contractor shall participate with other separate contractors and the
Owner in reviewing their construction schedules when directed to do so. The Prime
Contractor shall, with the approval of the Owner, make any revisions to the construction
schedule deemed necessary after a joint review and mutual agreement. The construction
schedules shall then constitute the schedules to be used by the Prime Contractor, separate
contractors, and the Owner until subsequently revised by mutual agreement or by written
Change Order. If the Prime Contractor believes it is entitled to an adjustment of the
Contract Sum under the circumstances, the Prime Contractor shall submit a written
proposal for a Change Order pursuant to Article 7 of the General Conditions. In the event
the Prime Contractor’s Change Order proposal is denied by the Owner, the Prime
Contractor must submit any Claim pursuant to Paragraph 4.3 of the General Conditions.
(d)Unless otherwise provided in the Contract Documents, when the Owner performs
construction or operations related to the Project with the Owner’s own forces, the Owner
shall be deemed to be subject to the same obligations and to have the same rights which
apply to the Prime Contractor under these General Conditions, including, without
excluding others, those stated in Article 3, this Article 6, and Articles 10, 11 and 12.
6.2 MUTUAL RESPONSIBILITY
(a)The Prime Contractor shall afford the Owner and separate contractors’ reasonable
opportunity for access to and storage of their materials and equipment and the
performance of their activities and shall coordinate the Prime Contractor’s construction
and operations with the separate contractors as required by the Contract Documents.
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(b)If part of the Prime Contractor’s Work depends for proper execution or results upon
construction or operations by the Owner or a separate contractor, the Prime Contractor
shall, prior to proceeding with that portion of the Work, promptly report to the
Architect/Engineer apparent discrepancies or defects in the other construction that would
render it unsuitable for proper execution and results. Failure of the Prime Contractor to so
report shall constitute an acknowledgment that the Owner’s or separate contractors
completed or partially completed construction is fit and proper to receive the Prime
Contractor’s Work, except as to defects not then reasonably discoverable.
(c)The Owner shall not be liable to the prime Contractor for damages suffered by the Prime
Contractor due to the fault or negligence of a separate contractor or through failure of a
separate contractor to carry out the directions of the Owner or the Architect/Engineer.
Should any interference occur between the Prime Contractor and a separate contractor,
the Architect/Engineer or the Owner may furnish the Prime Contractor with written
instructions designating priority of effort or change in methods, whereupon the Prime
Contractor shall immediately comply with such direction. In such event, the Prime
Contractor shall be entitled to an extension of the Contract Time only for unavoidable
delays verified by the Architect/Engineer; no increase in the Contract Sum, however,
shall be due to the Prime Contractor.
(d)The Prime Contractor shall promptly remedy damage wrongfully caused by the Prime
Contractor to completed or partially completed construction or to property of the Owner
or separate contractors as provided in Subparagraph 10.2(e).
(e)Should the Prime Contractor cause damage to the work or property of any separate
contractor on the Project, the Prime Contractor shall, upon due notice, settle with the
separate contractor by agreement, if the separate contractor will so settle. If the separate
contractor sues the Owner or submits a claim on account of any damage alleged to have
been so sustained, the Owner shall notify the Prime Contractor who shall defend such
proceedings, at the Prime Contractor's sole expense, and if any judgment or award against
the Owner arises from the separate contractor’s claim, the Prime Contractor shall fully
pay or satisfy it and shall reimburse the Owner for any and all attorney's fees and costs
which the Owner has incurred.
(f)The Owner and each separate contractor shall have the same responsibilities for cutting
and patching as are described for the Prime Contractor in Paragraph 3.14.
6.3 OWNER’S RIGHT TO CLEAN UP
If a dispute arises among the Contractor, separate contractors and the Owner as to the
responsibility under their respective contracts for maintaining the Project Site and
surrounding area free from waste materials and rubbish as described in Paragraph 3.15, the
Owner may clean up, but is not obligated to do so, and Owner shall allocate the cost among
those parties responsible, as the Architect/Engineer recommends to be just.
ARTICLE 7 - AMENDMENTS
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7.1 CHANGE ORDERS
(a)A Change Order is a written order to the Contractor, signed by the Owner and the
Architect/Engineer, issued after execution of the Contract, authorizing a change in the
Work, an adjustment in the Contract Sum, or an adjustment to the Contract Time,
consistent with other applicable provisions of this Contract. The Owner, without
invalidating the Contract and without requiring notice of any kind to the sureties, may
order changes to the scope of Work under the Contract by additions, deletions, or other
revisions, the Contract Sum and Contract Time to be adjusted consistent with other
applicable provisions of this Contract. All Change Orders shall be executed on a Change
Order form approved by the Owner and the Owner’s City Attorney.
(b)In addition to the Owner and the Architect/Engineer, the Contractor shall sign all Change
Orders to verify and confirm the terms and conditions established by Change Order;
however, should the Contractor refuse to sign a Change Order, this shall not relieve him
of his obligation to perform the change directed by the Owner and the Architect/Engineer
to the best of his ability in accordance with the provisions of this Article 7. A Change
Order signed by the Contractor indicates his agreement with all of the changes approved,
including the adjustment in the Contract Sum or the Contract Time. EACH CHANGE
ORDER SHALL BE SPECIFIC AND FINAL AS TO PRICES AND EXTENSIONS OF
TIME, WITH NO RESERVATIONS OR OTHER PROVISIONS ALLOWING FOR
FUTURE ADDITIONAL MONEY OR TIME AS A RESULT OF THE PARTICULAR
CHANGES IDENTIFIED AND FULLY COMPENSATED IN THE CHANGE ORDER.
The execution of a Change Order by the Contractor shall constitute conclusive evidence
of the Contractor’s agreement to the ordered changes in the Work. The Contractor forever
releases any claim against the Owner for additional time or compensation for matters
relating to or arising out of or resulting from the Work included within or affected by the
executed Change Order. This release applies to claims related to the cumulative impact of
all Change Orders and to any claim related to the effect of a change on other Work.
(c)No extra work (except under emergency conditions) or changes shall be made nor shall
any substitutions, changes or additions to or omissions or deviations from the
requirements of the Drawings and Specifications be made unless pursuant to a written
Change Order signed by the Owner and the Architect/Engineer, it being expressly
understood that the Owner shall not be liable for the cost of extra work or any
substitution, change, addition, omission or deviation from the requirements of the
Drawings or Specifications unless the same shall have been authorized in writing by the
Owner and the Architect/Engineer in a written change order or other Amendment. The
provisions of this Paragraph 7.1 shall control in the event of any inconsistency between
such provisions and the other provisions of this Article 7. See Subparagraph 10.3(a) of
the General Conditions for Change Orders under emergency conditions.
(d)The method of determining the cost or credit to the Owner for any change in the Work
shall be one of the following:
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(1)mutual acceptance of a not-to-exceed lump-sum amount properly itemized and
supported by sufficient substantiating data to permit evaluation; or
(2)unit prices stated in the Contract Documents or subsequently agreed upon; or
(3)cost to be determined in a manner agreed upon by the parties and a mutually
acceptable fixed or percentage fee; or
(4)the forceaccount method provided in Subparagraph 7.1(e)
(e)If the parties cannot agree to one of the methods of calculating cost provided in Clauses
(d) (1), (d) (2), or (d) (3), or if the parties agree to a method but cannot agree on a final
dollar figure; or if the Contractor for whatever reason refuses to sign the Change Order in
question;the Contractor, provided he receives a written order signed by the Owner, shall
promptly proceed with the Work involved. The cost of the Work involved shall then be
calculated on the basis of the reasonable jobsite expenditures and savings of those
performing the Work attributable to the changes, including a reasonable allowance for
overhead and profit, such allowance in any case never to exceed fifteen (15%) per cent.
In such case, the Contractor shall keep an itemized accounting of the Work involved, on a
daily basis, in such form and with the appropriate supporting data as the
Architect/Engineer and Owner may prescribe. Sworn copies of the itemized accounting
shall be delivered to the Architect/Engineer each day during the performance of force
account work, with copies to the Owner.
FAILURE OF THE CONTRACTOR TO SUBMIT THE SWORN-TO ITEMIZED
ACCOUNTING DAILY AS REQUIRED HEREIN SHALL CONSTITUTE A WAIVER
BY THE CONTRACTOR OF ANY RIGHT TO DISPUTE THE OWNER'S
DETERMINATION OF THE AMOUNT DUE THE CONTRACTOR FOR FORCE
ACCOUNT WORK. Costs to be charged under this Subparagraph for force account work
are limited to the following:
(1)costs of labor, including social security, old age and unemployment insurance, fringe
benefits required by agreement or custom, and worker’s compensation insurance;
(2)costs of materials, supplies and equipment (but not to include off-site storage unless
approved in writing by the Owner), whether incorporated or consumed;
(3)rental costs of machinery and equipment, exclusive of hand tools, whether rented
from the Contractor or others;
(4)costs of premiums for all bonds and insurance related to the Work; and
(5)additional costs of supervision and field office personnel directly attributable to the
changed Work. Pending final determination of cost to the Owner, payment of
undisputed amounts on force account shall be included on the Architect/Engineer's
Certificate of Payment as work is completed.
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(f)The amount of credit to be allowed to the Owner for any deletion of Work or any other
change which results in a net decrease of the Contract Sum shall be the amount of actual
net cost confirmed by the Architect/Engineer plus the stated percentage for overhead and
profit. When both additions and deletions or credits covering related Work or
substitutions are involved in any one change, the allowance for overhead and profit shall
be figured on the basis of the net increase or decrease with respect to that change.
7.2 SUPPLEMENTAL AGREEMENTS
A written Supplemental Agreement can also be used to implement changes in the Work instead
of a Change Order form, including but not limited to situations involving partial occupancy of
the Work under Paragraph 9.8, a change made to the Drawings or the Specifications without an
increase in the Contract Sum, or special circumstances where it is necessary or more appropriate
for the Owner to use a Supplemental Agreement. Written Supplemental Agreements shall have a
status equal to that of Change Orders for purposes of priority of Contract Documents
interpretation, except that to the extent of a conflict, later Supplemental Agreements in time
control over earlier Supplemental Agreements, and the latest Change Order or Supplemental
Agreement in time controls over earlier dated Change Orders and Supplemental Agreements.
The rules of Subparagraphs 7.1(b) through (f) shall also apply to the negotiation and execution of
Supplemental Agreements. 7.3 MINOR CHANGES IN THE WORK
The Architect/Engineer, after notifying the Owner, shall be authorized to order minor
changes in the Work not involving an adjustment in the Contract Sum or an extension of the
Contract Time and not inconsistent with the intent of the Contract Documents. Minor
changes shall be effected by written order, and shall be binding on the Owner and the
Contractor. The Contractor shall carry out such written orders promptly. These written orders
shall not be deemed to change or impact the Contract Sum or the Contract Time. Contractor
shall have no Claim for any minor change ordered to the Work under this Paragraph 7.3
unless the Contractor submits its change proposal, prior to complying with the minor change
ordered and in no event later than ten (10) working days from the date the minor change was
ordered, to the Owner for approval.
7.4 TIME REQUIRED TO PROCESS AMENDMENTS
(a)All of the Contractor’s responses to proposal requests shall be accompanied by a
complete, itemized breakdown of costs. Responses to proposal requests shall be
submitted sufficiently in advance of the required work to allow the Owner and the
Architect/Engineer a minimum of thirty (30) calendar days after receipt by the
Architect/Engineer to review the itemized breakdown and to prepare or distribute
additional documents as may be necessary. All of the Prime Contractor's responses to
proposal requests shall include a statement that the cost described in the response
represents the complete, total and final cost and additional Contract Time associated with
the extra work, change, addition to, omission, deviation, substitution, or other grounds for
seeking extra compensation under the Contract Documents, without reservation or further
recourse.
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(b)All Amendments require approval by either the City Council or, where authorized by the
State law and City ordinance, by the City Manager pursuant to Administrative Action.
The approval process requires a minimum of forty-five (45) calendar days after
submission to the Owner in final form with all supporting data. Receipt of a submission
by Owner does not constitute acceptance or approval of a proposal, nor does it constitute
a warranty that the proposal will be authorized by City Council Resolution, Ordinance or
Administrative Action. THE TIME REQUIRED FOR THE APPROVAL PROCESS
SHALL NOT BE CONSIDERED A DELAY AND NO EXTENSIONS TO THE
CONTRACT TIME OR INCREASE IN THE CONTRACT SUM WILL BE
CONSIDERED OR GRANTED AS A RESULT OF THIS PROCESS. Pending the
approval described above, the Contractor will proceed with the work under a pending
Amendment only if directed in writing by the Owner.
ARTICLE 8 - CONTRACT TIME
8.1 DEFINITIONS
(a)Unless otherwise provided, the Contract Time is the period of time, including authorized
adjustments, allotted in the Contract Documents for Substantial Completion of the Work.
(b)The date of commencement of the Work is the date established in the Notice to Proceed
from the Owner. The date of commencement shall not be postponed by the failure of the
Prime Contractor, or of persons or entities for whom the Prime Contractor is responsible
to act promptly to commence the Work. If the Owner unreasonably delays the issuance of
the notice to proceed, through no fault of the Prime Contractor, the Prime Contractor
shall be entitled only to an equitable extension of the Contract Time; the Contract Sum
shall remain unchanged.
(c)The date of Substantial Completion is the date certified by the Architect/Engineer in
accordance with Paragraph 9.7.
(d)The term “day” as used in the Contract Documents shall mean a calendar day, beginning
and ending at 12:00 midnight, unless otherwise specifically defined by special provision.
8.2 PROGRESS AND COMPLETION
(a)Time limits stated in the Contract Documents are of the essence of the Contract. By
executing the Building Construction Services Agreement, the Prime Contractor confirms
that the Contract Time is a reasonable period for performing the Work.
(b)The Prime Contractor shall not knowingly, except by agreement with or instruction of the
Owner in writing, prematurely commence operations on the Project site or elsewhere
prior to the effective date of insurance to be furnished by the Prime Contractor as
required by Article 11. The date of commencement of the Work shall not be changed by
the effective date of insurance required by Article 11.
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(c)Liquidated Damages. The Contractor shall proceed expeditiously with adequate forces,
materials, and equipment, and shall achieve Substantial Completion within the Contract
Time. If the Contractor fails or refuses to complete the Work within the Contract Time as
specified in the Bid Proposal form, the Building Construction Services Agreement, or in
any proper extension of the Contract Time granted by the Owner, then the Prime
Contractor agrees, as a part of the consideration for the awarding of the Contract, to pay
to the Owner the amount of liquidated damages (hereinafter called the “Stipulated
Amount”) as stipulated in the Bid Proposal form and the Building Construction Services
Agreement for each calendar day that the Prime Contractor has not Substantially
Completed the Work after the expiration of the Contract Time provided. The Stipulated
Amount is not to be considered as a penalty, but shall be deemed, taken, or treated as
reasonable liquidated damages, fixed and agreed upon by and between the Prime
Contractor and the Owner because of the impracticality and extreme difficulty of fixing
and ascertaining the actual damages which the Owner would sustain in the event of the
Prime Contractor’s late completion of the Project, and the stipulated amount is agreed to
be the daily amount of damages that the Owner would sustain. The Stipulated Amount, as
it accrues, will be retained from any portion of the Contract Sum due or that may become
due to the Prime Contractor. In the event the portion of the Contract Sum retained by the
Owner is insufficient to recover the Stipulated Amount, then the Prime Contractor or the
Prime Contractor’s Surety shall pay to the Owner any additional liquidated damages due
that are in excess of the funds remaining unpaid in the Contract Sum. The Owner shall be
the sole judge as to whether or not the Work has been Substantially Completed within the
calendar days allotted, which shall include the original Contract Time and any proper
extension of the Contract Time granted in writing by the Owner. Should the Prime
Contractor dispute the Owner's determination of liquidated damages due, however, or
should the Prime Contractor, or the Prime Contractor’s agents or assigns, institute any
legal action against the Owner to enforce rights under the Contract Documents, then in
that event, this Subparagraph 8.2(c) shall not be construed to prevent the Owner from
seeking full recovery for any and all actual damages suffered by the Owner and
attributable to the Prime Contractor, as an alternative to all liquidated damages due.
8.3 DELAYS AND EXTENSIONS OF TIME
(a)If the Prime Contractor is delayed at any time in the progress of the Work by an act or
neglect of the Owner or Architect/Engineer, or of an employee of either, or of a separate
contractor employed by the Owner, or by changes ordered in the Work, or by labor
disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond
the Prime Contractor’s control, or by delay authorized by the Owner pending a claim, or
by other causes which the Architect/Engineer determines may justify delay, then the
Contract Time shall be extended by Change Order for such reasonable time as the
Architect/Engineer and Owner may determine.
(b)Claims relating to Contract Time and time extensions shall be made in accordance with
the applicable provisions of Paragraph 4.3.
(c)No Damages for Delay. NOTWITHSTANDING ANY OTHER PROVISIONS OF THE
CONTRACT DOCUMENTS, INCLUDING THE GENERAL CONDITIONS, NO
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ADJUSTMENT SHALL BE MADE TO THE CONTRACT SUM AND THE PRIME
CONTRACTOR SHALL NOT BE ENTITLED TO CLAIM OR RECEIVE ANY
ADDITIONAL COMPENSATION AS A RESULT OF OR ARISING OUT OF ANY
DELAY, HINDRANCE, DISRUPTION, FORCE MAJEURE, IMPACT, OR
INTERFERENCE, INTENTIONAL OR UNINTENTIONAL, FORESEEN OR
UNFORESEEN, WHICH INCREASES THE TIME TO COMPLETE THE WORK,
INCLUDING BUT NOT LIMITED TO ANY DELAYS CAUSED IN WHOLE OR IN
PART BY THE ACTS, OMISSIONS, FAILURES, NEGLIGENCE, OR FAULT OF
THE OWNER, THE ARCHITECT/ENGINEER, OR THE OWNER'S
REPRESENTATIVE, AN EXTENSION OF THE CONTRACT TIME UNDER
SUBPARAGRAPH 8.3(a) BEING THE PRIME CONTRACTOR’S SOLE REMEDY.
(d)The Owner shall have the right to occupy, without prejudice to the right of either party,
any completed or largely completed portions of the structure or Work, notwithstanding
the fact that the Contract Time for completing all or a portion of the Work may not have
expired. Partial occupancy and use shall not be deemed as an acceptance of the Work
taken or used.
(e)The Prime Contractor shall promptly suspend the Work when either the Prime Contractor
or the Owner is ordered to do so by a court order from a court having lawful jurisdiction,
and the Prime Contractor will not be entitled to additional compensation by virtue of any
delays resulting from the court order. The Prime Contractor will also not be liable to the
Owner for a delay caused in fact by the Work being suspended by a court order.
(f)The Architect/Engineer, with the consent of the Owner, shall have the authority to
suspend the Work, in whole or in part, for such period or periods as the
Architect/Engineer deems necessary due to unusual or severe weather conditions as are
considered unfavorable for the suitable prosecution of the Work, or due to failure on the
part of the Prime Contractor to correct conditions considered unsafe for workmen or the
general public. If it should become necessary to stop the Work for an indefinite period,
the Prime Contractor shall store all materials in such a manner that they will not obstruct
or impede the public unnecessarily or become damaged in any way, and shall take every
precaution to prevent damage or deterioration of the Work performed. In cases of
suspension of the Work under this Subparagraph, the Prime Contractor shall also provide
suitable drainage about the Work and erect temporary structures where necessary. The
Prime Contractor shall not suspend the Work in whole or in part without written authority
from the Architect/Engineer or the Owner, and shall resume the Work promptly when
notified by the Architect/Engineer or the Owner to resume operations.
(g)In the event of a delay that is the responsibility of the Prime Contractor or any of the
Subcontractors, for which the Prime Contractor is not entitled to a time extension under
the provisions of this Contract, the Owner may direct that the Work be accelerated by
means of overtime, additional crews or additional shifts, or resequencing. This
acceleration shall be at no cost to the Owner and will continue until the Contract Time is
restored. In the event of a delay for which the Prime Contractor is entitled to a time
extension, as determined by the Architect/Engineer, Owner may similarly direct
acceleration and the Prime Contractor agrees to perform same on the basis that the Prime
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Contractor will be reimbursed only to the extent described in Subparagraph 4.3(i). THE
PRIME CONTRACTOR EXPRESSLY WAIVES ANY OTHER COMPENSATION
RESULTING FROM ACCELERATION, SUCH AS LOSS OF LABOR
PRODUCTIVITY OR EFFICIENCY.
ARTICLE 9 - PAYMENTS AND COMPLETION
9.1 CONTRACT SUM
The Contract Sum is stated in the Building Construction Services Agreement and, including
authorized adjustments, is the total amount of compensation payable by the Owner to the
Prime Contractor for the performance of the Work under the Contract Documents.
9.2 SCHEDULE OF VALUES
Before the first Application for Payment, the Prime Contractor shall submit to the
Architect/Engineer a schedule of values allocated to various portions of the Work, prepared
in such form and supported by such data to substantiate its accuracy as the
Architect/Engineer may require. This schedule, when approved by the Architect/Engineer
and the Owner, shall be used as a basis for the Prime Contractor's Application for Payment.
The schedule of values shall follow the trade division of the Specifications. Prime
Contractor's Application for Payment shall be filed on the current version of AIA Form G702
(Application and Certificate for Payment), as approved by the Owner.
9.3 APPLICATIONS FOR PAYMENT
(a)At least ten (10) days before the date established for each progress payment, the Prime
Contractor shall submit to the Architect/Engineer an itemized Application for Payment
for Work completed in accordance with the schedule of values. The Application shall be
notarized, if required, and supported by data substantiating the Prime Contractor’s right
to payment as the Owner or Architect/Engineer may require, including but not limited to
copies of requisitions from Subcontractors and material suppliers, and reflecting the
applicable retainage as required in the Contract Documents. Prime Contractor's
Application for Payment shall also provide other supporting documentation as the Owner
or the other applicable provisions of the Contract Documents may require.
(b)Applications for Payment may not include requests for payment of amounts the Prime
Contractor does not intend to pay to a Subcontractor because of a good faith dispute,
unless the Prime Contractor complies with Clause 5.3(b) (2) of these General Conditions
and the Prime Contractor’s Payment Bond Surety consents in writing to payment to the
Prime Contractor of the funds deemed to be in dispute.
(c)Unless otherwise provided in the Contract Documents, progress payments shall include
payment for materials and equipment delivered and suitably stored at the Project site for
subsequent incorporation into the Work within thirty (30) days after delivery to the
Project site. If approved in advance by the Owner, payment may similarly be made for
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materials and equipment suitably stored away from the Project site at a location agreed
upon in writing. Payment for costs incurred in storage of materials or equipment away
from the Project site will NOT be made by Owner unless:
(1)the Owner has given prior approval of such off-site storage in writing;
(2)the materials or equipment are stored in a bonded warehouse located in Denton
County and identified with the Project for which they are stored, as evidenced by
warehouse receipts and appropriate documents of title; and
(3)the materials or equipment stored off-site will be incorporated into the Work within
thirty (30) days after delivery. STORAGE IN FACILITIES OF THE
MANUFACTURER OR THE PRIME CONTRACTOR WILL NOT BE
PERMITTED OR PAID FOR, UNLESS THE OWNER HAS EXPRESSLY GIVEN
PRIOR APPROVAL OF SUCH STORAGE IN WRITING.
(d)The Prime Contractor warrants that title to all Work covered by an Application for
Payment will pass to the Owner no later than the time of payment. The Prime Contractor
further warrants that upon submittal of an Application for Payment all Work for which
Certificates for Payment have been previously issued and payments received from the
Owner shall be free and clear of liens, claims, security interests or encumbrances in favor
of the Prime Contractor, Subcontractors, material suppliers, or other persons or entities
making a claim by reason of having provided labor, materials, and equipment relating to
the Work.
(e)All materials or equipment delivered to the Project site earlier than thirty (30) days prior
to an approved schedule for delivery to the Project site shall be classified as an “early
delivery.” All early delivery materials or equipment must have the express written
permission of the Owner to be stored on the Project site. If any unauthorized early
delivery occurs, Prime Contractor shall, at Prime Contractor’s expense or at the expense
of the responsible Subcontractor or Supplier, cause such early delivery to be removed
from the Project site and stored off-site until required at the Project site. All costs of
labor, transportation and storage will be included as part of the expense. If the Prime
Contractor fails or refuses to remove unauthorized early delivery materials, the Owner
may cause such materials to be removed at the Prime Contractor's sole expense, and
amounts may be withheld from the Prime Contractor's Application for Payment to
reimburse the Owner for any costs incurred in removing unauthorized early delivery
materials. OWNER WILL NOT BE RESPONSIBLE FOR THE PROTECTION OF OR
RISK OF LOSS ON ANY EARLY DELIVERY MATERIALS OR EQUIPMENT, NOR
WILL OWNER BE LIABLE FOR ANY PAYMENT FOR THE EARLY DELIVERY
MATERIALS OR EQUIPMENT. Any materials or equipment classified as early delivery
will not be approved for payment as stored materials prior to thirty (30) days before the
incorporation of the materials or equipment into the Work, unless storage and payment at
an earlier date is expressly approved in writing by the Owner.
(f)If the Contract Sum is equal to or less than $25,000, and if performance and payment
bonds are not furnished by the Contractor, then no payment applied for will be payable
under the Contract until the Work has been finally completed and accepted.
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9.4 CERTIFICATES FOR PAYMENT
(a)The Architect/Engineer will, within ten (10) days after receipt of the Prime Contractor’s
Application for Payment, either issue to the Owner a Certificate for Payment, with a copy
to the Prime Contractor, for such amount as the Architect/Engineer determines is
properly due, or notify the Prime Contractor and Owner in writing of the
Architect/Engineer’s reasons for withholding certification in whole or in part as provided
in:
(a)City of Denton “General Conditions for Building Construction.”
(b)Subparagraph 9.5(a). The Certificate for Payment shall be issued on the current version
of AIA Form G702 (Application and Certificate for Payment) as approved by the Owner.
(c)The issuance of a Certificate for Payment will constitute a representation by the
Architect/Engineer to the Owner, based on the Architect/Engineer’s observations at the
site and the data comprising the Application for Payment, that the Work has progressed
to the point indicated and that, to the best of the Architect/Engineer’s knowledge,
information and belief, quality of the Work is in accordance with the Contract
Documents. The foregoing representations are subject to an evaluation of the Work for
conformance with the Contract Documents upon Substantial and Final Completion, to
results of subsequent tests and inspections, to minor deviations from the Contract
Documents correctable prior to Final Completion and to specific qualifications expressed
by the Architect/Engineer. The issuance of a Certificate for Payment will further
constitute a representation that the Prime Contractor is entitled to payment in the amount
certified, subject to the Owner’s approval. The issuance of a Certificate for Payment is
not a representation that the Architect/Engineer has:
(1)made exhaustive or continuous on-site inspections to check the quality or quantity of
the Work;
(2)reviewed construction means, methods, techniques, sequences or procedures;
(3)reviewed copies of requisitions received from Subcontractors and material suppliers
and other data requested by the Owner to substantiate the Prime Contractor’s right to
payment; or
(4)made examination to ascertain how or for what purpose the Prime Contractor has
used money previously paid on account of the Contract Sum.
(d)Whenever the Application for Payment for Work done since the last previous Application
for Payment exceeds one hundred dollars ($100.00) in amount, Owner will pay a
percentage of the Application, less applicable retainage, to the Prime Contractor within
thirty (30) days following Owner’s receipt and approval of the Certificate for Payment
certified by the Architect/Engineer. The Application may include acceptable
nonperishable materials delivered to the Work or stored as provided for in Paragraph
9.3(c) and the payment will be allowed on the net invoice value, less taxes and applicable
retainage.
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(e)The City is required to withhold five percent (5%) retainage for public works contracts in
which the total contract price estimate at the time of execution is more than $400,000;
however, this requirement is applied by the City for all public works contracts in excess
of $50,000. The retainage will be withheld by the Owner from each progress payment
until final completion of the Work by the Contractor, approval of final completion by the
Architect/Engineer, and final acceptance of the Work by the Owner. Unless otherwise
required by state law, the retainage percentage as specified above is based upon the
original Contract Sum, and will not be affected in the event the original Contract Sum is
subsequently increased by Change Order.
(f)No progress payments shall be made on contracts where performance and payment bonds
are not required or furnished. In such instances, payment for the Work performed will be
made upon final completion and acceptance by the Owner of all Work.
9.5 DECISIONS TO WITHHOLD CERTIFICATION
(a)The Architect/Engineer or the Owner may decide not to certify payment and may
withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary
to protect the Owner’s interest, if in the Architect/Engineer’s or Owner’s opinion the
representations to the Owner required by Subparagraph 9.4(b) cannot be made. If the
Architect/Engineer or the Owner is unable to certify payment in the amount of the
Application, the Architect/Engineer or the Owner will notify the Prime Contractor as
provided in Subparagraph 9.4(a). If the Prime Contractor and Architect/Engineer or the
Owner cannot agree on a revised amount, the Architect/Engineer will promptly issue a
Certificate for Payment for the amount for which the Architect/Engineer is able to make
the required representations to the Owner. The Architect/Engineer or the Owner may also
decide not to certify payment or, because of subsequently discovered evidence or
subsequent observations, may nullify the whole or a part of a Certificate for Payment
previously issued to such extent as may be necessary, in the Architect/Engineer’s or
Owner’s opinion, to protect the Owner from loss because of:
(1)defective or nonconforming Work not remedied;
(2)third-party claims filed or reasonable evidence indicating probable filing of such
claims;
(3)failure of the Prime Contractor to make payments properly to Subcontractors or for
labor, materials, or equipment;
(4)reasonable evidence that the Work cannot be completed for the unpaid balance of the
Contract Sum;
(5)damage to the Owner or another contractor;
(6)reasonable evidence that the Work will not be completed within the Contract Time,
and that the unpaid balance would not be adequate to cover actual or liquidated
damages for the anticipated delay;
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(7)persistent failure to carry out the Work in accordance with the Contract Documents;
or
(8)mathematical or other errors that are discovered in the Application for Payment.
(b)When all of the above reasons that existed for withholding certification are removed or
remedied, then, at that time, certification will be made for amounts previously withheld.
(c) The Owner may, at its option, offset any progress payment or final payment under the
Contract Documents against any debt (including taxes) lawfully due to the Owner from
the Prime Contractor, regardless of whether the amount due arises pursuant to the terms
of the Contract Documents or otherwise, and regardless of whether or not the debt due to
the Owner has been reduced to judgment by a court.
9.6 PROGRESS PAYMENTS
(a)After the Architect/Engineer has issued a Certificate for Payment, the Owner shall make
payment in the manner and within the time provided in the Contract Documents, and
shall so notify the Architect/Engineer. The Owner shall not be liable for interest on any
late or delayed progress payment or final payment caused by any claim or dispute, any
discrepancy in quantities, any failure to provide supporting documentation or other
information required with the Application for Payment or as a precondition to payment
under the Contract Documents, or due to any payment the Owner or the
Architect/Engineer has a right to withhold or not certify under the Contract Documents.
Notwithstanding the foregoing, the Owner may refuse to make payment on any
Certificate for Payment (including, without limitation, the final Certificate for Payment)
for any default under the Contract Documents, including but not limited to those defaults
set forth in Subparagraph 9.5(a), Clauses (1) through (7). The Owner shall not be deemed
in default by reason of withholding payment while any Prime Contractor default remains
uncured.
(b)The Prime Contractor shall promptly pay each Subcontractor, upon receipt of payment
from the Owner, out of the amount paid to the Prime Contractor on account of each
Subcontractor’s portion of the Work, the amount to which said Subcontractor is entitled,
reflecting percentages actually retained from payments to the Prime Contractor on
account of such Subcontractors portion of the Work. The Prime Contractor shall, by
appropriate agreement with each Subcontractor, require each Subcontractor to make
payments to Sub-subcontractors in similar manner.
(c)The Architect/Engineer will, on request, furnish to a Subcontractor, if practicable,
information regarding percentages of completion or amounts applied for by the Prime
Contractor and action taken thereon by the Architect/Engineer and the Owner on account
of portions of the Work done by such Subcontractor.
(d)Neither the Owner nor the Architect/Engineer shall have an obligation to pay or to see to
the payment of money to a Subcontractor except as may otherwise be required by law.
That obligation belongs to the Prime Contractor or, in the event of the Prime Contractor’s
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failure to pay a Subcontractor, to the Surety on the Payment Bond as required under
Paragraph 11.3.
(e)Payment to material suppliers shall be treated in a manner similar to that provided in
Subparagraphs 9.6(b), (c), and (d).
(f)A Certificate for Payment, a progress payment, or partial or entire use or occupancy of
the Project by the Owner shall not constitute acceptance of Work not performed in
accordance with the Contract Documents.
9.7 SUBSTANTIAL COMPLETION
(a) The Date of Substantial Completion of the Work, or designated portion of the Work, is the
date certified by the Architect/Engineer when construction is sufficiently completed in
accordance with the City Of Denton General Conditions For Building Construction.
(a)the Contract Documents such that the Owner may beneficially occupy and use the Work,
or designated portions of the Work, for the purposes for which it is intended and only
trivial and insignificant items remain which do not affect the Work as a whole.
(b)When the Prime Contractor considers that the Work, or the portion of the Work which the
Owner agrees to accept separately, is Substantially Complete, the Prime Contractor shall
prepare and submit to the Architect/Engineer a comprehensive list of remaining items to
be completed or corrected. The Prime Contractor shall proceed promptly to complete and
correct items on the list (hereinafter called the “punch list”). Failure to include an item on
the punch list does not alter the responsibility of the Prime Contractor to complete all
Work in accordance with the Contract Documents. Upon receipt of the punch list, the
Architect/Engineer will make an inspection to determine whether the Work, or designated
portion of the Work, is Substantially Complete. If the Architect/Engineer’s inspection
discloses any item, whether or not included on the punch list, which is not in accordance
with the requirements of the Contract Documents and which renders the Work inspected
not Substantially Complete the Contractor shall, before issuance of the Certificate of
Substantial Completion, complete or correct the item upon notification by the
Architect/Engineer. The Prime Contractor shall then submit a request for another
inspection by the Architect/Engineer to determine Substantial Completion. When the
Work or designated portion of the Work is Substantially Complete, the
Architect/Engineer will prepare a Certificate of Substantial Completion which shall
establish the date of Substantial Completion, shall establish responsibilities of the Owner
and the Prime Contractor for security, maintenance, heat, utilities, damage to the Work
and insurance, and shall fix the time within which the Prime Contractor shall finish all
items on the punch list accompanying the Certificate.
(c)The Certificate of Substantial Completion shall be submitted to the Owner and the Prime
Contractor for their written acceptance of responsibilities assigned to them in the
Certificate.
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(d)Upon Substantial Completion of the Work or designated portion thereof and upon
application by the Prime Contractor and certification by the Architect/Engineer, the
Owner shall make payment, reflecting adjustment in retainage, if any, for the Work, or
portion of the Work, as provided in the Contract Documents.
9.8 PARTIAL OCCUPANCY OR USE
(a)The Owner may occupy or use any completed or partially completed portion of the Work
at any stage when such portion is designated by separate Supplemental Agreement with
the Prime Contractor, provided such occupancy or use is consented to by the insurer as
required under Subparagraph 11.2(e) and authorized by public authorities having
jurisdiction over the Work. Such partial occupancy or use may commence whether or not
the portion is Substantially Complete, provided the Owner and Prime Contractor have
accepted in writing the responsibilities assigned to each of them for payments, retainage
if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have
agreed in writing concerning the period for correction of the Work and commencement of
warranties required by the Contract Documents. When the Prime Contractor considers a
portion Substantially Complete, the Prime Contractor shall prepare and submit a list to
the Architect/Engineer as provided under Subparagraph 9.7(b). Consent of the Prime
Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of
the progress of the Work shall be determined by written agreement between the Owner
and Prime Contractor or, if no agreement is reached, by decision of the
Architect/Engineer.
(b)Immediately prior to such partial occupancy or use, the Owner, Prime Contractor, and
Architect/Engineer shall jointly inspect the area to be occupied or portion of the Work to
be used in order to determine and record the condition of the Work.
(c)Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the
Work shall not constitute acceptance of Work not complying with the requirements of the
Contract Documents.
9.9 FINAL COMPLETION AND FINAL PAYMENT
(a)Upon receipt of written notice that the Work is ready for final inspection and acceptance
and upon receipt of a final Application for Payment, the Architect/Engineer,
accompanied by the Owner’s representative, will promptly make final inspection and,
when the Architect/Engineer finds the Work acceptable under the Contract Documents
and the Contract Documents fully performed, the Architect/Engineer will promptly issue
a final Certificate for Payment stating that to the best of the Architect/Engineer’s
knowledge, information and belief, and on the basis of the Architect/Engineer’s
observations and inspections, the Work has been completed in accordance with terms and
conditions of the Contract Documents and that the entire balance found to be due the
Prime Contractor and noted in said final Certificate is due and payable. The
Architect/Engineer’s final Certificate for Payment will constitute a further representation
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that conditions listed in Subparagraph 9.9(b) as a condition precedent to the Prime
Contractor’s being entitled to final payment have been fulfilled. Owner will normally
make final payment within thirty (30) days after Owner's receipt and approval of the final
Certificate for Payment. Warranties required by the Contract Documents shall commence
on the date of Substantial Completion of the Work, unless otherwise provided by separate
agreement between the Owner and the Prime Contractor.
(b)Neither final payment nor any remaining retained percentage shall become due until the
Prime Contractor submits to the Architect/Engineer:
(1)an affidavit that payrolls, bills for materials and equipment, and other indebtedness
connected with the Work for which the Owner or the Owner’s property might be
responsible or encumbered (less amounts withheld by Owner) have been paid or
otherwise satisfied;
(2)a certificate evidencing that insurance required by the Contract Documents to remain
in force after final payment is currently in effect and will not be cancelled or allowed
to expire until at least thirty (30) days prior written notice has been given to the
Owner;
(3)a written statement that the Prime Contractor knows of no substantial reason that the
insurance will not be renewable to cover the period required by the Contract
Documents;
(4)a consent of surety to final payment; and
(5)if required by the Owner, other data establishing payment or satisfaction of
obligations, such as receipts, releases and waivers of liens, claims, security interests
or encumbrances arising out of the Contract, to the extent and in such form as may be
designated by the Owner.
(c)As a precondition to final payment by the Owner under this Contract, the Prime
Contractor's affidavit under Clause (b)(1) shall state that the Prime Contractor has paid
each of his subcontractors, laborers or materialmen in full for all labor and materials
provided to Contractor for the Work performed under this Contract. In the event the
Prime Contractor has not paid each of his subcontractors, laborers or materialmen in full,
the Prime Contractor shall state in the affidavit the amount owed and the name of each
subcontractor, laborer or materialmen to whom such payment is owed. IN ANY EVENT,
THE PRIME CONTRACTOR SHALL BE REQUIRED TO EXECUTE THE OWNER'S
STANDARD AFFIDAVIT OF FINAL PAYMENT AND RELEASE AS A
PRECONDITION TO RECEIPT OF FINAL PAYMENT.
(d)If, after Substantial Completion of the Work, final completion of the Work is materially
delayed through no fault of the Prime Contractor or by issuance of Change Orders
affecting final completion and the Architect/Engineer confirms the delay, the Owner
shall, upon application by the Prime Contractor and certification by the
Architect/Engineer, and without terminating the Contract, make payment of the balance
due for that portion of the Work fully completed and accepted. If the remaining balance
for Work not fully completed or corrected is less than retainage stipulated in the Contract
Documents, and if bonds have been furnished, the written consent of surety to payment of
the balance due for that portion of the Work fully completed and accepted shall be
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submitted by the Contractor to the Architect/Engineer prior to certification of payment.
Payment shall be made under terms and conditions governing final payment, except that
it shall not constitute a waiver of claims.
(e)The acceptance by the Prime Contractor of the final payment shall operate as and
shall be a complete release of the Owner from all claims or liabilities under the
Contract, for anything done or furnished or relating to the Work or the Project, or
for any act or neglect of the Owner relating to or connected with the Work or the
Project.
ARTICLE 10 SAFETY, SECURITY AND UTILITY PROVISIONS; ENVIRONMENTAL
COMPLIANCE
10.1 SAFETY PRECAUTIONS AND PROGRAMS
The Prime Contractor shall be responsible for initiating, maintaining and supervising all
safety precautions and programs in connection with the performance of the Contract, and
will comply with all applicable City, County, State and Federal health and safety
regulations.
10.2 SAFETY OF PERSONS AND PROPERTY
(a)The Prime Contractor shall take reasonable precautions for safety of, and shall provide
reasonable protection to prevent damage, injury or loss to:
(1)employees on the Work and other persons who may be affected thereby;
(2)the Work and materials and equipment to be incorporated therein, whether in storage
on or off the site, under care, custody or control of the Prime Contractor or the Prime
Contractor’s Subcontractors or Sub-subcontractors; and
(3)other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks,
pavements, roadways, structures and utilities not designated for removal, relocation
or replacement in the course of construction.
(b)The Prime Contractor shall give notices and comply with applicable laws, ordinances,
rules, regulations and lawful orders of public authorities bearing on safety of persons or
property or their protection from damage, injury or loss.
(c)The Prime Contractor shall erect and maintain, as required by existing conditions and
performance of the Contract, reasonable safeguards for safety and protection, including
posting danger signs and other warnings against hazards, promulgating safety regulations
and notifying owners and users of adjacent sites and utilities.
(d)When use or storage of explosives or other hazardous materials or equipment or unusual
methods are necessary for execution of the Work, the Prime Contractor shall exercise
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utmost care and carry on such activities under supervision of properly qualified
personnel.
(e)USE OF EXPLOSIVES - CLAIMS AND TOTAL INDEMNIFICATION. The Owner
shall have the right to pre-approve the use of any explosives on the Project; the Prime
Contractor shall not assume in its bid that permission to use explosives will be granted.
The Owner shall NOT be liable for any claim for additional time or compensation as a
result of the Owner's denial of permission to use explosives. Where use of explosives is
permitted by the Owner, the Prime Contractor EXPRESSLY AGREES TO BE SOLELY
RESPONSIBLE for the determination as to whether explosives shall actually be used,
and for any result from the use, handling or storage of explosives, and shall
INDEMNIFY, DEFEND AND HOLD COMPLETELY HARMLESS the Owner, its
officers, agents and employees, and the Architect/Engineer against any and all claims,
lawsuits, judgments, costs or expenses for personal injury (including death), property
damage or other harm for which recovery of damages is sought, suffered by any person
or persons, as the result of the use, handling or storage of the explosives by the Prime
Contractor or any Subcontractor, REGARDLESS OF WHETHER SAID USE,
HANDLING OR STORAGE WAS NEGLIGENT OR NOT, AND REGARDLESS OF
WHETHER THE DAMAGE OR INJURY WAS CONTRIBUTED TO IN ANY WAY
BY THE NEGLIGENCE OR FAULT OF THE OWNER, ITS OFFICERS, AGENTS,
EMPLOYEES, OR REPRESENTATIVES, OR THE ARCHITECT/ENGINEER AND
ITS OFFICERS, AGENTS, EMPLOYEES, OR REPRESENTATIVES. In the event of
conflict with any other indemnity paragraph in this Contract, this paragraph controls. This
indemnity paragraph is intended solely for the benefit of the parties to this Contract and is
not intended to create or grant any rights, contractual or otherwise, to or for any other
person or entity. The Prime Contractor shall furnish the Owner and the
Architect/Engineer with evidence of insurance sufficient to cover possible damage or
injury, which insurance shall either include the Owner and the Architect/Engineer as
additional insureds or be sufficiently broad in coverage as to fully protect the Owner and
the Architect/Engineer. All explosives shall be stored in a safe and secure manner, under
the care of a competent watchman at all times, and all storage places shall be marked
clearly and conspicuously: "DANGEROUS-EXPLOSIVES." The method of storing and
handling explosives and highly flammable materials shall conform to Federal and State
laws, City of Denton ordinances, and the City of Denton Fire Department regulations.
The Prime Contractor shall notify any telecommunications and public utility company
and any private property owners having structures in the proximity of the Project Site of
the Prime Contractor’s intention to use explosives, and such notice shall be given
sufficiently in advance to enable the telecommunications and public utility companies
and private property owners to take such steps as they may deem necessary to protect
their property from injury. The notice shall not relieve the Prime Contractor of any
responsibility for damage resulting from any blasting operations.
(f)The Prime Contractor shall promptly remedy damage and loss (other than damage or loss
insured under property insurance required by the Contract Documents) to property
referred to in Clauses 10.2(a)(2) and 10.2(a)(3) caused in whole or in part by the Prime
Contractor, a Subcontractor, or anyone directly or indirectly employed by any of them, or
by anyone for whose acts they may be liable and for which the Prime Contractor is
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responsible under Clauses 10.2(a)(2) and 10.2(a)(3), except damage or loss attributable to
acts or omissions of the Owner or Architect/Engineer or anyone directly or indirectly
employed by either of them, or by anyone for whose acts either of them may be liable,
and not attributable to the fault or negligence of the Prime Contractor or any of its
Subcontractors. The foregoing obligations of the Prime Contractor are in addition to the
Prime Contractor’s obligations under Paragraph 3.l9. To the extent that any such damage
or loss may be covered by property insurance or other insurance required by the Contract
Documents, the Owner and the Prime Contractor shall exercise their best efforts to make
a claim and obtain recovery from the insurers to provide for the cost, in whole or in part,
of the repair work or to provide for reimbursement for such damage or loss.
(g)The Prime Contractor shall designate a responsible member of the Prime Contractor’s
organization at the site whose duty shall be the prevention of accidents. This person shall
be the Prime Contractor’s superintendent unless otherwise designated by the Prime
Contractor in writing to the Owner and Architect/Engineer.
(h)The Prime Contractor shall not load or permit any part of the Work or the Project site to
be loaded so as to endanger its safety.
10.3 EMERGENCIES
In an emergency affecting safety, health, or security of persons or property, the Prime
Contractor shall act, at the Prime Contractor’s discretion, to prevent threatened damage,
injury, or loss. Additional compensation or extension of time claimed by the Prime
Contractor on account of an emergency shall be determined as provided in Paragraph 4.3
and Article 7.
10.4 PUBLIC CONVENIENCE AND SAFETY
(a)The Prime Contractor shall place materials stored about the Work and shall conduct the
Work at all times in a manner that causes no greater obstruction to the public than is
considered necessary by the Owner. Sidewalks or streets shall not be obstructed, except
by special permission of the Owner. The materials excavated and the construction
materials or plant used in the performance of the Work shall be placed in a manner that
does not endanger the Work or prevent free access to all fire hydrants, water mains and
appurtenances, water valves, gas valves, manholes for the telephone, telegraph signal or
electric conduits, wastewater mains and appurtenances, and fire alarm or police call
boxes in the vicinity.
(b)The Owner reserves the right to remedy any neglect on the part of the Prime Contractor
in regard to public convenience and safety which may come to the Owner's attention,
after twenty-four (24) hours notice in writing to the Prime Contractor. In case of an
emergency, the Owner shall have the right to immediately remedy any neglect without
notice. In either case, the cost of any work done by the Owner to remedy the Prime
Contractor’s neglect shall be deducted from the Contract Sum. The Prime Contractor
shall notify the City Traffic Control Department when any street is to be closed or
obstructed. The notice shall, in the case of major thoroughfares or street upon which
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transit lines operate, be forty-eight (48) hours in advance. The Owner reserves the right
to postpone or prohibit any closure or obstruction of any streets or thoroughfares to the
extent necessary for the safety and benefit of the traveling public. The Prime Contractor
shall, when directed by the Architect/Engineer or the Owner, keep any street or streets
in condition for unobstructed use by City departments. When the Prime Contractor is
required to construct temporary bridges or make other arrangements for crossing over
ditches or around structures, the Prime Contractor’s responsibility for accidents shall
include the roadway approaches as well as the crossing structures.
10.5 BARRICADES, LIGHTS AND WATCHMEN
If the Work is carried on or adjacent to any street, alley or public place, the Prime
Contractor shall, at the Prime Contractor’s own cost and expense, furnish, erect and
maintain sufficient barricades, fences, lights and danger signals, shall provide sufficient
watchmen, and shall take such other precautionary measures as are necessary for the
protection of persons or property and of the Work. All barricades shall be painted in a color
that will be visible at night, shall indicate in bold letters thereon the Prime Contractor's
name and shall be illuminated by lights from sunset to sunrise. The term “lights,” as used in
this Paragraph, shall mean flares, flashers, or other illuminated devices. A sufficient
number of barricades with adequate markings and directional devices shall also be erected
to keep vehicles from being driven on or into any Work under construction. The Prime
Contractor will be held responsible for all damage to the Work due to failure of barricades,
signs, lights and watchmen to protect the Work. Whenever evidence is found of such
damage, the Architect/Engineer may order the damaged portion immediately removed and
replaced by the Prime Contractor at Prime Contractor's cost and expense. The Prime
Contractor's responsibility for maintenance of barricades, signs, and lights, and for
providing watchmen, shall not cease until the Project has been finally accepted by the
Owner.
10.6 PUBLIC UTILITIES AND OTHER PROPERTIES TO BE CHANGED
In case it is necessary to change or move the property of the Owner or of any
telecommunications or public utility, such property shall not be removed or interfered with
until ordered to do so by the Architect/Engineer. The right is reserved to the owner of any
public or private utilities to enter upon the Project site for the purpose of making such
changes or repairs of their property that may become necessary during the performance of
the Work. The Owner reserves the right of entry upon the Project site for any purpose,
including repairing or relaying sewer and water lines and appurtenances, repairing
structures, and for making other repairs, changes, or extensions to any of the Owner's
property. The Owner's actions shall conform to the Prime Contractor's current and
approved schedule for the performance of the Work, provided that proper notification of
schedule requirements has been given to the Owner by the Prime Contractor.
10.7 TEMPORARY STORM SEWER AND DRAIN CONNECTIONS
When existing storm sewers or drains have to be taken up or removed, the Prime
Contractor shall at his own expense provide and maintain temporary outlets and
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connections for all public and private storm sewers and drains. The Prime Contractor shall
also take care of all storm sewage and drainage which will be received from these storm
drains and sewers; for this purpose, the Prime Contractor shall provide and maintain, at the
Prime Contractor’s own expense, adequate pumping facilities and temporary outlets or
diversions. The Prime Contractor shall, at the Prime Contractor’s own expense, construct
such troughs, pipes, or other structures necessary and shall be prepared at all times to
dispose of storm drainage and sewage received from these temporary connections until
such time as the permanent connections are built and in service. The existing storm sewers
and connections shall be kept in service and maintained under the Contract, except where
specified or ordered to be abandoned by the Architect/Engineer. All storm water and
sewage shall be disposed of in a satisfactory manner so that no nuisance is created and that
the Work under construction will be adequately protected.
10.8 ARRANGEMENT AND CHARGE FOR WATER FURNISHED BY THE OWNER;
ELECTRICITY FOR THE PROJECT
(a)When the Prime Contractor desires to use the Owner's water in connection with the
Work, the Prime Contractor shall make complete and satisfactory arrangements with the
Denton Water Utilities Department and shall be responsible for the cost of the water the
Prime Contractor uses. Where meters are used, the charge will be at the regular
established rate; where no meters are used, the charge will be as prescribed by City
ordinance, or where no ordinance applies, payment shall be based on estimates made by
the Denton Water Utilities Department.
(b)The Prime Contractor shall make complete and satisfactory arrangements for electricity
and metered electrical connections with the Owner or with Denton Municipal Electric in
the event that separately metered electrical connections are required for the Project. The
Prime Contractor shall pay for all electricity used in the performance of the Work through
separate metered electrical connections obtained by the Prime Contractor through the
City of Denton.
10.9 USE OF FIRE HYDRANTS
The Prime Contractor, Subcontractors, and any other person working on the Project shall
not open, turn off, interfere with, attach any pipe or hose to, or connect anything with any
fire hydrant, stop valve, or stop cock, or tap any water main belonging to the Owner, unless
duly authorized to do so by the Denton Water Utilities Department in accordance with the
Denton City Code.
10.10 ENVIRONMENTAL COMPLIANCE
(a)The Prime Contractor and its Subcontractors are deemed to have made themselves
familiar with and at all times shall comply with all applicable federal, state or local
laws, rules, regulations, ordinances, and rules of common law now in effect
(including any amendments now in effect), relating to the environment, Hazardous
Substances or exposure to Hazardous Substances, including but not limited to the
Comprehensive Environmental Response, Compensation and Liability Act of 1980,
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42 U.S.C.A. §§ 9601, et seq.; the Hazardous Materials Transportation Act, 49
U.S.C.A. §§ 1801, et seq.; the Resource Conservation and Recovery Act of 1976, 42
U.S.C.A. §§ 6901, et seq.; the Federal Water Pollution Control Act, 33 U.S.C.A §§
1201, et seq.; the Toxic Substances Control Act, 15 U.S.C.A. §§ 2601, et seq.; the
Clean Air Act, 42 U.S.C.A. §§ 7401, et seq.; the Safe Drinking Water Act, 42
U.S.C.A. §§ 3808, et seq., and any current judicial or administrative interpretation of
these laws, rules, regulations, ordinances, or rules of common law, including but not
limited to any judicial or administrative order, consent decree, or judgment affecting
the Project.
(b)In the event the Prime Contractor encounters on the site materials reasonably believed
to be a Hazardous Substance that have not been rendered harmless, and removal of
such materials is not a part of the scope of Work required under the Contract
Documents, the Prime Contractor shall immediately stop Work in the affected area
and report in writing the facts of such encounter to the Architect/Engineer and the
Owner. Work in the affected area shall not thereafter be resumed except by written
order of the Owner unless and until the material is determined not to be a Hazardous
Substance or the Hazardous Substance is remediated. The Owner may choose to
remediate the Hazardous Substance with a separate contractor or through a Change
Order with the Prime Contractor. If the Owner determines that the Hazardous
Substance exists in the affected area due to the fault or negligence of the Prime
Contractor or any of its Subcontractors, the Prime Contractor shall be responsible for
remediating the condition at the sole expense of the Prime Contractor in accordance
with the Prime Contractor’s APPROVED Spill Remediation Plan. An extension of
the Contract Time for any delay in the progress schedule caused as a result of the
discovery and remediation of a Hazardous Substance may be granted by the Owner
only if all remaining Work on the Project must be suspended and the delay cannot be
made up elsewhere in the progress schedule. Any request for an extension of the
Contract Time related to the discovery and remediation of a Hazardous Substance is
subject to the provisions of Paragraph 4.3 and Article 8.
(c)The Prime Contractor shall be responsible for identification, abatement, cleanup,
control, removal, remediation, and disposal of any Hazardous Substance brought into
or upon the site by the Prime Contractor or any Subcontractor or Supplier. The Prime
Contractor shall obtain any and all permits necessary for the legal and proper
handling, transportation, and disposal of the Hazardous Substance and shall, prior to
undertaking any abatement, cleanup, control, removal, remediation, and disposal,
notify the Owner and the Architect/Engineer so that they may observe the activities;
provided, however, that it shall be the Prime Contractor’s sole responsibility to
comply with all applicable laws, rules, regulations, or ordinances governing the
activities.
(d)Spill Prevention Plan. At least seventy-two (72) hours prior to commencing
performance of any of the Work at the Project site, the Prime Contractor shall submit
to the Owner for review and approval a Spill Prevention and Response Plan (SPRP)
meeting the requirements of federal and state law, rules, and regulations. The SPRP
shall be specially designed for the Prime Contractor's planned work methods and
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procedures. The SPRP shall be designed to complement all applicable safety
standards, fire prevention regulations, and pollution prevention policies and
procedures. The SPRP shall include estimates of the quantity and rate of flow should
equipment fail, and detail containment or diversionary structures to prevent spills
from leaving the site or migrating into adjacent properties or navigable waters. The
SPRP shall include methods of recovery of spilled materials and all applicable
twenty-four (24) hour emergency phone numbers, including without limitation that of
the Owner’s Project Manager or other designated representative. The Prime
Contractor shall not commence any field work prior to approval of such plan by the
Owner. The following additional rules shall apply with respect to spills caused by the
Prime Contractor or a Subcontractor:
(1)The Prime Contractor shall immediately report any spill or release at the Project
site, whether or not it is associated with this Contract, to the Owner’s Project
Manager or other designated representative. Thereafter, within two (2) working
days after the occurrence of such event, the Prime Contractor shall submit a
written report describing such event in a degree of detail reasonably acceptable to
the Owner.
(2)The Prime Contractor shall immediately respond in accordance with the SPRP in
the event of a spill.
(3)The Prime Contractor shall dispose of spilled materials in accordance with EPA
and Texas Commission on Environmental Quality (TCEQ) regulations and any
other applicable federal, state, or local laws, rules, or regulations. In connection
with such disposals, the Prime Contractor shall use only those transporters and
disposal facilities that are approved in advance in writing by the Owner. A copy
of all transport manifests for the spilled materials shall be obtained and retained in
the Prime Contractor’s records for reference purposes, to be provided upon
request of the Architect/Engineer, the Owner, or any governmental regulatory
agency with jurisdiction over the matter. ALL COSTS OF COLLECTION,
CONTAINMENT, AND DISPOSAL OF SPILLED MATERIALS SHALL BE
THE SOLE RESPONSIBILITY OF THE PRIME CONTRACTOR.
(4)For purposes of this Subparagraph (e), the term “spill” includes any kind of
environmental discharge or release.
(e)Clean Air Management Plan. The Prime Contractor shall comply with the Clean Air
Management Plan submitted to and approved by the Owner during the contractor
selection process. The Owner reserves the right, at the Prime Contractor’s sole
expense, to require the removal or retrofitting of any equipment used in the course of
construction that does not comply with the Plan submitted to and approved by the
Owner.
(f)The Prime Contractor shall deposit surplus or waste excavation or other materials
removed as part of the Work at a legal disposal site in accordance with all applicable
state, federal, and local laws, rules, regulations, and ordinances. The Prime Contractor
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shall submit to the Owner for review and approval all planned disposal sites or
proposed uses for the surplus or waste excavation or other materials prior to removal
of any excavation or other material from the Project site. A copy of all transport
manifests for surplus or waste excavation or other materials shall be obtained and
retained in the Prime Contractor’s records for reference purposes, to be provided
upon request to the Architect/Engineer, the Owner, or any governmental regulatory
agency with jurisdiction over the matter.
(g)The Prime Contractor is responsible for obtaining all TXPDES Storm Water Permits
from TCEQ for construction of the Project under regulations contained in 40 CFR
Part 122, as amended, pursuant to the Clean Water Act, 33 U.S.C.A. §§1251 et seq.
These regulations require the filing of a notice of intent to obtain and abide by the
general storm water permit for construction activities promulgated by EPA, including
but not limited to cleaning, grading, and excavation that disturb the applicable amount
of total land area. In addition, the Prime Contractor shall comply with all regulations
of the Owner relating to storm water and storm water runoff management at the
Project site pursuant to Chapter 19, Article IX, Denton City Code, as amended.
(h)The Prime Contractor shall not install any materials in the performance of the Work
that contain asbestos or asbestos-related material such as hydrated mineral silicate,
including chrysolite, amosite, crocidolite, tremolite, anthophylite or actinolite,
whether friable or non-friable.
(i)The Owner reserves the right in its sole option to exercise the following remedies
(without waiving the right to pursue the imposition of any civil or criminal fines or
penalties that may be imposed under state, federal, or local laws or ordinances), at no
additional cost to the Owner and without an extension of the Contract Time, in the
event the Prime Contractor fails or refuses after seven (7) days advance written notice
from the Owner to comply with the provisions of this Paragraph 10.10, the terms of
the SPRP, the terms of the Clean Air Management Plan, any storm water permit or
other environmental permit issued in connection with the Work, or any applicable
environmental law, rule, regulation, or ordinance:
(1)suspend all or any portion of the Work until the noncompliance is corrected, or
until a detailed plan to achieve compliance within a reasonably prompt period of
time is prepared by the Prime Contractor and approved by the Owner;
(2)if the Prime Contractor fails to properly address the noncompliance within the
time stipulated by the Owner, perform the necessary remediation or correction
work and backcharge the Prime Contractor for the cost of the remediation or
correction; or
(3)terminate the Contract for cause as provided in Article 13.
ARTICLE 11 INSURANCE AND BONDS
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11.1 PRIME CONTRACTOR’S INSURANCE
Prime Contractors shall refer to the requirements listed within the solicitation document and
resulting contract for all City of Denton insurance requirements. Should a conflict arise
between the solicitation document and the resulting contract, the requirements set forth in
the actual contract shall prevail.
11.2 PROPERTY INSURANCE
Prime Contractors shall refer to the requirements listed within the solicitation document and
resulting contract for all City of Denton insurance requirements. Should a conflict arise
between the solicitation document and the resulting contract, the requirements set forth in
the actual contract shall prevail.
11.3 ‘UMBRELLA’ LIABILITY INSURANCE
Prime Contractors shall refer to the requirements listed within the solicitation document and
resulting contract for all City of Denton insurance requirements. Should a conflict arise
between the solicitation document and the resulting contract, the requirements set forth in
the actual contract shall prevail.
11.4 POLICY ENDORSEMENTS AND SPECIAL CONDITIONS
Prime Contractors shall refer to the requirements listed within the solicitation document and
resulting contract for all City of Denton insurance requirements. Should a conflict arise
between the solicitation document and the resulting contract, the requirements set forth in
the actual contract shall prevail.
11.5 PERFORMANCE AND PAYMENT BONDS
(a)Subject to the provisions of Subparagraph 11.5(b), the Prime Contractor shall, with the
execution and delivery of the Construction Services Agreement, furnish and file with the
Owner in the amounts required in this Paragraph, the surety bonds described in Clauses
(a)(1) and (a)(2) below, which surety bonds shall be in accordance with the Charter of the
City of Denton and the provisions of Chapter 2253, Texas Government Code, as
amended; each bond shall be signed by the Prime Contractor, as Principal, and by an
established bonding company, as surety, meeting the requirements of Subparagraph
11.5(c) and approved by the Owner. The surety bonds shall be accompanied by an
appropriate Power-of-Attorney clearly establishing the extent and limitations of the
authority of each signer to so sign:
(1)Performance Bond. A good and sufficient bond in an amount equal to 100% of the
total Contract Sum, guaranteeing the full and faithful execution of the Work and
performance of the Contract in accordance with Plans, Specifications and all other
Contract Documents, including any Amendments thereof, for the protection of the
Owner. This bond shall also provide for the repair and maintenance of all defects due
to faulty materials and workmanship that appear within a period of two (2) years from
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the date of final completion and acceptance of the improvements by the Owner or
lesser or longer periods as may be otherwise designated in the Contract Documents.
(2)Payment Bond. A good and sufficient bond in an amount equal to 100% of the total
Contract Sum, guaranteeing the full and prompt payment of all claimants supplying
labor or materials in the prosecution of the Work provided for in the Contract
Documents and any Amendments thereto, and for the use and protection of each
claimant.
(b)If the Contract Sum, including Owner-accepted alternates and allowances, if any, is
greater than $50,000, Payment bonds in 100% of the Contract Sum are mandatory and
shall be required to be provided by the Contractor. If the Contract Sum is greater than
$100,000, a Payment Bond and Performance Bond in 100% of the Contract amount is
mandatory.
(c)No surety will be accepted by the Owner who is now in default or delinquent on any
bonds or who is a party to any litigation against the Owner. All bonds shall be made and
executed on the Owner's standard forms, shall be approved by the Owner, and shall be
executed by not less than one corporate surety that is authorized and admitted to do
business in the State of Texas, is licensed by the State of Texas to issue surety bonds, is
listed in the most current United States Department of the Treasury List of Acceptable
Sureties, and is otherwise acceptable to the Owner. Each bond shall be executed by the
Prime Contractor and the surety, and shall specify that legal venue for enforcement of
each bond shall lie exclusively in Denton County, Texas. Each surety shall designate an
agent resident in Denton County, Texas to whom any requisite statutory notices may be
delivered and on whom service of process may be had in matters arising out of the
suretyship.
(d)
Contractor will be required to furnish original performance and payment bonds for 100
percent of the total submission price before work is to commence. The Contractor shall
assume all costs in increasing the bond limits if change orders are formally approved.
Bonds shall be in accordance with the V.T.C.A Government Code Section 2253.021, as
amended, from a surety licensed to do business in the State of Texas. The City, at its
option, may waive the payment and performance bond requirements for projects of less
than $50,000.
Bond forms are attached and shall be returned upon notice of contract award by the City.
Bonds should be forwarded to the City of Denton within fourteen (14) calendar days from
contract award. This contract is not fully executed until payment and performance bonds are
received and accepted by the City. Upon approval, a purchase order will be issued.
(e)The failure of the Contractor to deliver the required statutory bonds and evidence of
insurance within fourteen (14) calendar days after the Contract is awarded shall
constitute a material breach of the Prime Contractor’s bid proposal and the Owner may
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rescind the Contract award and collect or retain the proceeds of the bid security. By
reason of the uncertainty of the market prices or materials and labor, and it being
impracticable and difficult to determine accurately the amount of damages occurring to
the Owner by reason of the Prime Contractor's failure to execute and furnish the statutory
bonds within fourteen (14) calendar days, the filing of a bid proposal with the
accompanying bid security will be considered as an acceptance of this Subparagraph
11.5(e). In the event the Owner should re-advertise for bids, the defaulting Prime
Contractor shall not be eligible to bid, and the lowest responsible bid obtained in the re-
advertisement shall be the bid referred to in this Paragraph.
ARTICLE 12 DEFECTIVE AND NONCONFORMING WORK
12.1 UNCOVERING OF WORK
(a)If a portion of the Work is covered contrary to the Architect/Engineer’s request or to
requirements specifically expressed in the Contract Documents, the Work must, if
required in writing by the Architect/Engineer, be uncovered for the
Architect/Engineer’s observation and be replaced at the Prime Contractor’s expense
without change in the Contract Time.
(b)If a portion of the Work has been covered which the Architect/Engineer has not
specifically requested to observe prior to it being covered, the Architect/Engineer may
request to see such Work and it shall be uncovered by the Prime Contractor. If such
Work is in accordance with the Contract Documents, costs of uncovering and
replacement shall, by appropriate Change Order, be charged to the Owner. If any Work
is not in accordance with the Contract Documents, the Prime Contractor shall pay the
costs of uncovering, repair, replacement unless the condition was caused by the Owner
or a separate contractor in which event the Owner shall be responsible for payment of
such costs.
12.2 CORRECTION OF WORK
(a)The Prime Contractor shall promptly correct Work rejected by the Architect/Engineer
as failing to conform to the requirements of the Contract Documents, whether observed
before or after Substantial Completion and whether or not fabricated, installed or
completed. The Prime Contractor shall bear costs of correcting such rejected Work,
including additional testing and inspections and compensation for the
Architect/Engineer’s services and expenses made necessary thereby.
(b)If any of the Work is found to be defective or nonconforming with the requirements of
the Contract Documents, the Prime Contractor shall correct it promptly after receipt of
written notice from the Architect/Engineer or the Owner to do so unless the Owner has
previously given the Prime Contractor a written acceptance or waiver of the defect or
nonconformity. The Prime Contractor’s obligation to correct defective or
nonconforming Work remains in effect for:
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(1)one year after the date of Substantial Completion of the Work or designated portion
of the Work;
(2)one year after the date for commencement of warranties established by agreement
in connection with partial occupancy under Subparagraph 9.8(a); or
(3)the stipulated duration of any applicable special warranty required by the Contract
Documents.
(c)The one-year period described in Clauses (b)(1) and (b)(2) shall be extended with
respect to portions of the Work performed, repaired, or corrected after Substantial
Completion by the period of time between Substantial Completion and the actual
completion of the Work.
(d)The obligations of the Prime Contractor under this Paragraph 12.2 shall survive final
acceptance of the Work and termination of this Contract. The Owner shall give notice
to the Prime Contractor promptly after discovery of a defective or nonconforming
condition in the Work. The one-year period stated in Clauses (b)(1) and (b)(2) does not
limit the ability of the Owner to require the Prime Contractor to correct latent defects or
nonconformities in the Work, which defects or nonconformities could not have been
discovered through reasonable diligence by the Owner or the Architect/Engineer at the
time the Work was performed or at the time of inspection for certification of
Substantial Completion or Final Completion. The one year period also does not relieve
the Prime Contractor from liability for any defects or deficiencies in the Work that may
be discovered after the expiration of the one year correction period.
(e)The Prime Contractor shall remove from the Project site portions of the Work which
are not in accordance with the requirements of the Contract Documents and are neither
corrected by the Prime Contractor nor accepted by the Owner.
(f)If the Prime Contractor fails to correct defective or nonconforming Work within a
reasonable time after notice from the Owner or the Architect/Engineer, the Owner may
correct it in accordance with Paragraph 2.4. If the Prime Contractor does not proceed
with correction of defective or nonconforming Work within a reasonable time fixed by
written notice from the Architect/Engineer, the Owner may remove or replace the
defective or nonconforming Work and store the salvageable materials or equipment at
the Prime Contractor’s expense. If the Prime Contractor does not pay costs of removal
and storage within ten days after written notice, the Owner may, upon ten (10)
additional days written notice, sell the materials and equipment at auction or at private
sale and shall account for the proceeds after deducting costs and damages that should
have been borne by the Prime Contractor, including compensation for the
Architect/Engineer’s services and expenses made necessary as a result of the sale. If the
proceeds of sale do not cover costs which the Prime Contractor should have borne, the
Contract Sum shall be reduced by the deficiency. If payments due to the Prime
Contractor then or thereafter are not sufficient to cover the deficiency, the Prime
Contractor shall pay the difference to the Owner.
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(g)The Prime Contractor shall bear the cost of correcting destroyed or damaged
construction of the Owner or separate contractors, whether the construction is
completed or partially completed, that is caused by the Prime Contractor’s correction or
removal of Work which is not in accordance with the requirements of the Contract
Documents.
(h)Nothing contained in this Paragraph 12.2 shall be construed to establish a period of
limitation with respect to other obligations which the Prime Contractor might have
under the Contract Documents. Establishment of the one-year time period as described
in Subparagraph 12.2(b) relates only to the specific obligation of the Prime Contractor
to correct the Work, and has no relationship to the time within which the obligation to
comply with the Contract Documents may be sought to be enforced, nor to the time
within which proceedings may be commenced to establish the Prime Contractor’s
liability with respect to the Prime Contractor’s obligations other than specifically to
correct the Work.
(i)Any Work repaired or replaced pursuant to this Article 12 shall be subject to the
provisions of Article 12 to the same extent as Work originally performed or installed.
12.3 ACCEPTANCE OF NONCONFORMING WORK
The Owner may, in the Owner’s sole discretion, accept Work which is not in accordance
with the requirements of the Contract Documents instead of requiring its removal and
correction, in which case the Contract Sum will be reduced as appropriate and equitable.
The adjustment will be accomplished whether or not final payment has been made.
ARTICLE 13 COMPLETION OF THE CONTRACT; TERMINATION; TEMPORARY
SUSPENSION
13.1 FINAL COMPLETION OF CONTRACT
The Contract will be considered completed, except as provided in any warranty or
maintenance stipulations, bond, or by law, when all the Work has been finally completed,
the final inspection is made by the Architect/Engineer, and final acceptance and final
payment is made by the Owner.
13.2 WARRANTY FULFILLMENT
Prior to the expiration of the specified warranty period provided for in the Contract
Documents, the Architect/Engineer will make a detailed inspection of the Work and will
advise the Prime Contractor and the Prime Contractor’s Surety of the items that require
correction. The Architect/Engineer will make a subsequent inspection and if the corrections
have been properly performed, the Architect/Engineer will issue a letter of release on the
maintenance stipulations to the Prime Contractor and the Surety. If for any reason the Prime
Contractor has not made the required corrections before the expiration of the warranty
period, the warranty provisions as provided for in the Contract Documents shall remain in
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effect until the corrections have been properly performed and a letter of release issued.
13.3 TERMINATION BY THE OWNER FOR CAUSE
(a)Notwithstanding any other provision of these General Conditions, the Work or any
portion of the Work may be terminated immediately by the Owner for any good cause
after giving seven (7) days advance written notice and opportunity to cure to the Prime
Contractor, including but not limited to the following causes:
(1)Failure or refusal of the Prime Contractor to start the Work within ten (10) days
after the date of written notice by the Owner to commence the Work.
(2)A reasonable belief that the progress of the Work being made by the Prime
Contractor is insufficient to complete the Work within the specified time.
(3)Failure or refusal of the Prime Contractor to provide sufficient and proper
equipment or construction forces to properly execute the Work in a timely manner.
(4)A reasonable belief that the Prime Contractor has abandoned the Work.
(5)A reasonable belief that the Contractor has become insolvent, bankrupt, or
otherwise financially unable to carry on the Work.
(6)Failure or refusal on the part of the Contractor to observe any requirements of the
Contract Documents or to comply with any written orders given by the
Architect/Engineer or the Owner as provided for in the Contract Documents.
(7)Failure or refusal of the Prime Contractor to promptly make good any defects in
materials or workmanship, or any defects of any nature, the correction of which
has been directed in writing by the Architect/Engineer.
(8)A reasonable belief by the Owner that collusion exists or has occurred for the
purpose of illegally procuring the Contract or a Subcontractor, or that a fraud is
being perpetrated on the Owner in connection with the construction of Work under
the Contract.
(9)Repeated and flagrant violation of safe working procedures.
(10)The filing by the Prime Contractor of litigation against the Owner prior to
completion of the Work.
(b)When the Work or any portion of the Work is terminated for any of the causes
itemized above or for any other cause except termination for convenience pursuant to
Subparagraph 13.3(e), the Prime Contractor shall, as of the date specified by the
Owner, discontinue the Work or portion of the Work as the Owner shall designate,
whereupon the surety shall, within fifteen (15) days after the written notice of
termination for cause has been served upon the Prime Contractor and the surety or its
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authorized agents, assume the obligations of the Prime Contractor for the Work or that
portion of the Work which the Owner has ordered the Prime Contractor to discontinue
and may:
(1)perform the Work with forces employed by the surety;
(2)with the written consent of the Owner, tender a replacement contractor to take over
and perform the Work, in which event the surety shall be responsible for and pay
the amount of any costs required to be incurred for the completion of the Work that
are in excess of the amount of funds remaining under the Contract as of the time of
the termination; or
(3)with the written consent of the Owner, tender and pay to the Owner in settlement
the amount of money necessary to finish the balance of uncompleted Work under
the Contract, correct existing defective or nonconforming Work, and compensate
the Owner for any other loss sustained as a result of Prime Contractor's default.
In the event of termination for cause involving Clause (b)(1) or (b)(2), the Surety
shall assume the Prime Contractor's place in all respects, and the amount of funds
remaining unpaid under the Contract shall be paid by the Owner for all Work
performed by the surety or the replacement contractor in accordance with the terms
of the Contract Documents, subject to any rights of the Owner to deduct any costs,
damages, or liquidated or actual damages that the Owner may have incurred,
including but not limited to additional fees and expenses of the Architect/Engineer
and attorneys fees, as a result of such termination.
(c)The balance of the Contract Sum remaining at the time of the Prime Contractor’s
default and of the termination shall become due and payable to the surety as the Work
progresses, subject to all of the terms, covenants, and conditions of the Contract
Documents. If the surety does not, within the time specified in Subparagraph 13.3(b),
exercise its obligation to assume the obligations of the Contract, or that portion of the
Contract which the Owner has ordered the Prime Contractor to discontinue, then the
Owner shall have the power to complete the Work by contract or otherwise, as it may
deem necessary. The Prime Contractor agrees that the Owner shall have the right to
take possession of or use any or all of the materials, plant, tools, equipment, supplies,
and property of every kind provided by the Prime Contractor for the purpose of the
Work, and to procure other tools, equipment, labor, and materials for the completion
of the Work, and to charge to the account of the Prime Contractor the expenses of
completion and labor, materials, tools, equipment, and incidental expenses. The
expenses incurred by the Owner to complete the Work shall be deducted by the Owner
out of the balance of the Contract Sum remaining unpaid to or unearned by the
Contractor. The Prime Contractor and the surety shall be liable to the Owner for any
costs incurred in excess of the balance of the Contract Sum for the completion and
correction of the Work, and for any other costs, damages, expenses (including but not
limited to additional fees of the Architect/Engineer and attorney’s fees), and liquidated
or actual damages incurred as a result of the termination.
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(d)The Owner shall not be required to obtain the lowest bid for the Work of completing
the Contract as described in Subparagraph 13.3(c), but the expenses to be deducted
from the Contract Sum shall be the actual cost of such Work. In case the Owner’s
expense is less than the sum which would have been payable under the Contract, if the
same had been completed by the Prime Contractor, then the Owner may pay to the
Prime Contractor (or the Surety, in the event of a complete termination for cause) the
difference in the cost, provided that the Prime Contractor (or the Surety) shall not be
entitled to any claim for damages or for loss of anticipated profits. In case such
expenses for completion shall exceed the amount which would have been payable
under the Contract if the same had been completed by the Prime Contractor, then the
Prime Contractor and his Sureties shall pay the amount of the excess to the Owner on
notice from the Owner for excess due. When only a particular part of the Work is
being carried on by the Owner by contract or otherwise under the provisions of this
Subparagraph, the Prime Contractor shall continue the remainder of the Work in
conformity with the terms of the Contract, and in such manner as not to hinder or
interfere with the performance of workmen employed and provided by the Owner.
(e)The unconditional right to terminate this Contract for the convenience of the Owner
(including but not limited to non-appropriation of funding) is expressly retained by the
Owner. In the event of termination for convenience, the Owner shall deliver at least
ten (10) days advance written notice of termination for convenience to the Prime
Contractor. Upon the Prime Contractor’s receipt of such written notice, the Prime
Contractor shall cease the performance of the Work and shall take reasonable and
appropriate action to secure and protect the Work in place. The Prime Contractor shall
then be reimbursed by the Owner in accordance with the terms and provisions of the
Contract Documents, not to exceed actual labor costs incurred, materials stored at the
Project site or away from the Project site as approved by the Owner but not yet paid
for, plus actual, reasonable, and documented termination charges, if any, paid by the
Prime Contractor in connection with the Work in place which is completed and in
conformance with the Contract Documents to the date of termination for convenience.
No amount shall ever be due to the Prime Contractor for lost or anticipated profits.
13.4 TEMPORARY SUSPENSION OF THE WORK
(a)The Work or any portion of the Work may be temporarily suspended by the Owner
immediately upon written notice to the Prime Contractor for any reason, including but
not limited to:
(1)the causes described in Clauses 13.1(a)(1) through (a)(10) above;
(2)where other provisions in the Contract Documents require or permit temporary
suspension of the Work;
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(3)situations where the Work is threatened by, contributes to, or causes an immediate
threat to public health, safety, or security; or
(4)other unforeseen conditions or circumstances.
(b)The Prime Contractor shall immediately resume the temporarily suspended Work
when ordered in writing by the Owner to do so. The Owner shall not under any
circumstances be liable for any claim of the Prime Contractor arising from a temporary
suspension due to a cause described in Clause (a)(1) above; provided, however, that in
the case of a temporary suspension for any of the reasons described under Clauses
(a)(2) through (a)(4), where the Prime Contractor is not a contributing cause of the
suspension under one of those Clauses or where the provision of the Contract
Documents in question specifically provides that the suspension is at no cost to the
Owner, the Owner will make an equitable adjustment for the following items,
provided that a claim is properly made by the Prime Contractor under Subparagraph
4.3 of these General Conditions:
(1)an equitable extension of the Contract Time, not to exceed the actual delay caused
by the temporary suspension as determined by the Architect/Engineer and the
Owner;
(2)an equitable adjustment to the Contract Sum for the actual, necessary, and
reasonable costs of properly protecting any Work that is finished or partially
finished during the period of the temporary suspension (no profit and overhead
shall be allowed on top of these costs); and
(3)if it becomes necessary to move equipment from the Project site and then return it
to the Project site when the Work is ordered to be resumed, an equitable
adjustment to the Contract Sum for the actual, necessary, and reasonable cost of
these moves; provided, however, that no adjustment shall be due if the equipment
is moved to another Project site of the Owner.
ARTICLE 14 MISCELLANEOUS PROVISIONS
14.1 GOVERNING LAW; COMPLIANCE WITH LAWS AND REGULATIONS
(a)This Contract shall be in all things governed by the laws of the State of Texas without
regard to conflict of laws principles.
(b)The Contractor shall, during the performance of the Work, comply with all applicable
City codes and ordinances, as amended, and all applicable State and Federal laws,
rules and regulations, as amended.
14.2 SUCCESSORS AND ASSIGNS
The Owner and the Prime Contractor respectively bind themselves, their partners,
successors, assigns, and legal representatives to the promises, covenants, terms, conditions,
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and obligations contained in the Contract Documents. The Prime Contractor shall not
assign, transfer, or convey its interest or rights in the Contract, in part or as a whole, without
written consent of the Owner. If the Prime Contractor attempts to make an assignment,
transfer, or conveyance without the Owner’s written consent, the Contractor shall
nevertheless remain legally responsible for all obligations under the Contract Documents.
The Owner shall not assign any portion of the Contract Sum due or to become due under
this Contract without the written consent of the Prime Contractor, except where assignment
is compelled or allowed by court order, the terms of the Contract Documents, or other
operation of law.
14.3 WRITTEN NOTICE
Except as otherwise provided in Article 16, any notice, payment, statement, or demand
required or permitted to be given under this Contract by either party to the other may be
effected by personal delivery in writing or by mail, postage prepaid to the Project Manager
or Superintendent of either party, or to an officer, partner, or other designated representative
of either party. Mailed notices shall be addressed to the parties at an address designated by
each party, but each party may change its address by written notice in accordance with this
section. Mailed notices shall be deemed communicated as of three (3) days after mailing.
14.4 RIGHTS AND REMEDIES; NO WAIVER OF RIGHTS BY OWNER
(a) The duties and obligations imposed on the Prime Contractor by the Contract Documents
and the rights and remedies available to the Owner under the Contract Documents shall be
in addition to, and not a limitation of, any duties, obligations, rights, and remedies otherwise
imposed or made available by law.
(b) No action or failure to act by the Owner shall constitute a waiver of a right afforded the
Owner under the Contract Documents, nor shall any action or failure to act by the Owner
constitute approval of or acquiescence in a breach of the Contract by Prime Contractor,
except as may be specifically agreed in writing by Change Order or Supplemental
Agreement.
14.5 INTEREST
The Owner shall not be liable for interest on any progress or final payment to be made under
the Contract Documents, except as may be provided by the applicable provisions of the
Prompt Payment Act, Chapter 2251, Texas Government Code, as amended, subject to
Paragraph 9.6(a) of these General Conditions.
14.6 OFFICERS OR EMPLOYEES OF THE OWNER NOT TO HAVE FINANCIAL
INTEREST IN ANY CONTRACT OF THE OWNER
No officer or employee of the Owner shall have a financial interest, direct or indirect, in any
Contract with the Owner, or be financially interested, directly or indirectly, in the sale to the
Owner of any land, materials, supplies or services, except on behalf of the Owner as an
officer or employee. Any violation of this article shall constitute malfeasance in office, and
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any officer or employee of Owner guilty thereof shall thereby forfeit his office or position.
Any violation of this section, with the knowledge, express or implied, of the person,
persons, partnership, company, firm, association or corporation contracting with the Owner
shall render the Contract involved voidable by the Owner's City Manager or City Council.
14.7 VENUE
This Contract is deemed to be performed in Denton County, Texas, and if legal action is
necessary to enforce this Contract, exclusive venue shall lie in Denton County, Texas.
14.8 INDEPENDENT CONTRACTOR
In performing the Work under this Contract, the relationship between the Owner and the
Prime Contractor is that of an independent contractor. The Prime Contractor shall exercise
independent judgment in performing the Work and is solely responsible for setting working
hours, scheduling or prioritizing the Work flow and determining the means and methods of
performing the Work, subject only to the requirements of the Contract Documents. No term
or provision of this Contract shall be construed as making the Prime Contractor an agent,
servant, or employee of the Owner, or making the Prime Contractor or any of the Prime
Contractor’s employees, agents, or servants eligible for the fringe benefits, such as
retirement, insurance and worker's compensation, which the Owner provides to its
employees.
14.9 NONDISCRIMINATION
As a condition of this Contract, the Prime Contractor covenants that he will take all
necessary actions to insure that, in connection with any work under this Contract, the Prime
Contractor and its Subcontractors will not discriminate in the treatment or employment of
any individual or groups of individuals on the grounds of race, color, religion, national
origin, age, sex, or handicap unrelated to job performance, either directly, indirectly or
through contractual or other arrangements. The Prime Contractor shall also comply with all
applicable requirements of the Americans with Disabilities Act, 42 U.S.C.A. §§12101-
12213, as amended. In this regard, the Prime Contractor shall keep, retain and safeguard all
records relating to his Contract or Work performed thereunder for a minimum period of
three (3) years from final Contract completion, with full access allowed to authorized
representatives of the Owner, upon request, for purposes of evaluating compliance with this
and other provisions of the Contract.
14.10 GIFTS TO PUBLIC SERVANTS
(a)The Owner may terminate this Contract immediately if the Prime Contractor has
offered, conferred, or agreed to confer any benefit on a City of Denton employee or
official that the City of Denton employee or official is prohibited by law from
accepting.
(b)For purposes of this Article, "benefit" means anything reasonably regarded as
pecuniary gain or pecuniary advantage, including benefit to any other person in
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whose welfare the beneficiary has a direct or substantial interest, but does not include
a contribution or expenditure made and reported in accordance with law.
(c)Notwithstanding any other legal remedies, the Owner may require the Prime
Contractor to remove any employee of the Prime Contractor from the Project who has
violated the restrictions of this Article or any similar State or Federal law, and obtain
reimbursement for any expenditures made to the Prime Contractor as a result of the
improper offer, agreement to confer, or conferring of a benefit to a City of Denton
employee or official.
ARTICLE 15 RIGHT TO AUDIT CONTRACTOR'S RECORDS
By execution of the Building Construction Services Agreement, the Prime Contractor grants the
Owner the right to audit, at the Owner's election, all of the Prime Contractor's records and
billings relating to the performance of the Work under the Contract Documents. The Prime
Contractor agrees to retain its Project records for a minimum of five (5) years following
completion of the Work. The Owner agrees that it will exercise the right to audit only at
reasonable hours. City may review any and all of the services performed by Prime Contractor
under this Contract. Any payment, settlement, satisfaction, or release made or provided during
the course of performance of this Contract shall be subject to City’s rights as may be disclosed
by an audit under this section.
ARTICLE 16 NOTICE OF CONTRACT CLAIM
This Contract is subject to the provisions of the Denton City Code, as amended, relating to
requirements for filing a notice of a breach of contract claim against City. Prime Contractor shall
comply with the requirements of this ordinance as a precondition of any litigation relating to this
Contract, in addition to all other requirements in this Contract related to claims and notice of
claims.
Should a conflict arise between any of the contract documents, it shall be resolved with the
following order of precedence (if applicable). In any event, the final negotiated contract
shall take precedence over any and all contract documents to the extent of such conflict.
1.Final negotiated contract
2.RFP/Bid documents
3.City’s standard terms and conditions
4.Purchase order
5.Supplier terms and conditions
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EXHIBIT D
PAYMENT AND PERFORMANCE BOND REQUIREMENTS
Contractor will be required to furnish original performance and payment bonds for one hundred
(100%) percent of the total submission price before work is to commence. The Contractor shall
assume all costs in increasing the bond limits if change orders are formally approved. Bonds
shall be in accordance with the V.T.C.A Government Code Section 2253.021, as amended, from
a surety licensed to do business in the State of Texas. The City, at its option, may waive the
payment and performance bond requirements for projects of less than $50,000.
Bond forms are attached and shall be returned upon notice of contract award by the City. Bonds
should be forwarded to the City of Denton within fourteen (14) calendar days from contract
award. This contract is not fully executed until payment and performance bonds are received and
accepted by the City. Upon approval, a purchase order will be issued.
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PERFORMANCE BOND
STATE OF TEXAS §
COUNTY OF DENTON §
KNOW ALL MEN BY THESE PRESENTS: That whose
address is hereinafter called Principal, and
_____________________________________, a corporation organized and existing under the
laws of the State of , and fully authorized to transact business in the State of
Texas, as Surety, are held and firmly bound unto the City of Denton, a municipal corporation
organized and existing under the laws of the State of Texas, hereinafter called Owner, in the
penal sum of DOLLARS ($ ), in
lawful money of the United States, to be paid in Denton County, Texas, for the payment of
which sum well and truly to be made, we hereby bind ourselves, our heirs, executors,
administrators, successors, and assigns, jointly and severally, firmly by these presents. The
amount of this Bond shall automatically be increased by any Change Order or Supplemental
Agreement, however, increases to this bond and the Contract price shall not exceed twenty-five
(25) percent in the aggregate of the original authorization contract amount, in accordance with
Texas Local Government Code 252.048, but in no event shall a Change Order or Supplemental
Agreement, which reduces the Contract price, decrease the penal sum of this Bond.
THE OBLIGATION TO PAY SAME is conditioned as follows: Whereas, the Principal
entered into a certain Contract, identified by RFP # _______, with the City of Denton, the
Owner, dated the ____ day of A.D. , for
RFP #
NOW, THEREFORE, if the Principal shall well, truly and faithfully perform and fulfill
all of the undertakings, covenants, terms, conditions and agreements of said Contract in
accordance with the Plans, Specifications and Contract Documents during the original term
thereof and any extension thereof which may be granted by the Owner, with or without notice to
the Surety, and during the life of any guaranty or warranty required under this Contract, and shall
also well and truly perform and fulfill all the undertakings, covenants, terms, conditions and
agreements of any and all duly authorized modifications of said Contract that may hereafter be
made, notice of which modifications to the Surety being hereby waived; and, if the Principal
shall repair and/or replace all defects due to faulty materials and workmanship that appear within
a period of two (2) years from the date of final completion and final acceptance of the Work by
the Owner; and, if the Principal shall fully indemnify and save harmless the Owner from all costs
and damages which Owner may suffer by reason of failure to so perform herein and shall fully
reimburse and repay Owner all outlay and expense which the Owner may incur in making good
any default or deficiency, then this obligation shall be void; otherwise, it shall remain in full
force and effect.
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PROVIDED FURTHER, that if any legal action be filed upon this Bond, exclusive venue
shall lie in Denton County, State of Texas.
AND PROVIDED FURTHER, that the said Surety, for value received, hereby stipulates
and agrees that no change, extension of time, alteration or addition to the terms of the Contract,
or to the Work to be performed thereunder, or to the Plans, Specifications, Drawings, etc.,
accompanying the same, shall in anywise affect its obligation on this Bond, and it does hereby
waive notice of any such change, extension of time, alteration or addition to the terms of the
Contract, or to the Work to be performed thereunder, or to the Plans, Specifications, Drawings,
etc.
This Bond is given pursuant to the provisions of Chapter 2253 of the Texas Government
Code, as amended, and any other applicable statutes of the State of Texas.
The undersigned and designated agent is hereby designated by the Surety herein as the
Resident Agent in Denton County to whom any requisite notices may be delivered and on whom
service of process may be had in matters arising out of such suretyship, as provided by Article
7.19-1 of the Insurance Code, Vernon's Annotated Civil Statutes of the State of Texas.
IN WITNESS WHEREOF, this instrument is executed in four copies, each one of which
shall be deemed an original, this the _____day of __________, ____________.
ATTEST: PRINCIPAL
BY:
SECRETARY BY:
PRESIDENT
ATTEST: SURETY
BY:
BY:
ATTORNEY-IN-FACT
The Resident Agent of the Surety for delivery of notice and service of the process is:
NAME:
STREETADDRESS:
(NOTE: Date of Performance Bond must be date of Contract. If Resident Agent is not a
corporation, give a person's name.)
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PAYMENT BOND
STATE OF TEXAS §
COUNTY OF DENTON §
KNOW ALL MEN BY THESE PRESENTS: That ,
whose address is hereinafter called Principal, and
___________________________________, a corporation organized and existing under the laws
of the State of , and fully authorized to transact business in the State of
Texas, as Surety, are held and firmly bound unto the City of Denton, a municipal corporation
organized and existing under the laws of the State of Texas, hereinafter called Owner, and unto
all persons, firms, and corporations who may furnish materials for, or perform labor upon, the
building or improvements hereinafter referred to, in the penal sum of
DOLLARS ($ ) in lawful money of the United States, to be paid in
Denton, County, Texas, for the payment of which sum well and truly to be made, we hereby bind
ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally,
firmly by these presents. The amount of this Bond shall automatically be increased by any
Change Order or Supplemental Agreement, however, increases to this bond and the Contract
price shall not exceed twenty-five (25) percent in the aggregate of the original authorization
contract amount, in accordance with Texas Local Government Code, Section 252.048, but in no
event shall a Change Order or Supplemental Agreement, which reduces the Contract price,
decrease the penal sum of this Bond.
THE OBLIGATION TO PAY SAME is conditioned as follows: Whereas, the Principal
entered into a certain Contract, identified by RFP # , with the City of
Denton, the Owner, dated the day of A.D. , for
RFP #
NOW, THEREFORE, if the Principal shall well, truly and faithfully perform its duties
and make prompt payment to all persons, firms, subcontractors, corporations and claimants
supplying labor and/or material in the prosecution of the Work provided for in said Contract and
any and all duly authorized modifications of said Contract that may hereafter be made, notice of
which modifications to the Surety being hereby expressly waived, then this obligation shall be
void; otherwise it shall remain in full force and effect.
PROVIDED FURTHER, that if any legal action be filed on this Bond, exclusive venue
shall lie in Denton County, Texas.
AND PROVIDED FURTHER, that the said Surety, for value received, hereby stipulates
and agrees that no change, extension of time, alteration or addition to the terms of the Contract,
or to the Work to be performed thereunder, or to the Plans, Specifications, Drawings, etc.,
accompanying the same, shall in anywise affect its obligation on this Bond, and it does hereby
waive notice of any such change, extension of time, alteration or addition to the terms of the
Contract, or to the Work to be performed thereunder, or to the Plans, Specifications, Drawings,
etc.
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This Bond is given pursuant to the provisions of Chapter 2253 of the Texas Government
Code, as amended, and any other applicable statutes of the State of Texas.
The undersigned and designated agent is hereby designated by the Surety herein as the
Resident Agent in Denton County to whom any requisite notices may be delivered and on whom
service of process may be had in matters arising out of such surety, as provided by Article 7.19-1
of the Insurance Code, Vernon's Annotated Civil Statutes of the State of Texas.
IN WITNESS WHEREOF, this instrument is executed in four copies, each one of which
shall be deemed an original, this the _____ day of __________, ______.
ATTEST: PRINCIPAL
BY:
SECRETARY BY:
PRESIDENT
ATTEST: SURETY
BY:
BY:
ATTORNEY-IN-FACT
The Resident Agent of the Surety for delivery of notice and service of the process is:
NAME:
STREETADDRESS:
(NOTE: Date of Payment Bond must be date of Contract. If Resident Agent is not a
corporation, give a person's name.)
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EXHIBIT E
INSURANCE REQUIREMENTS AND
WORKERS’ 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.
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Cancellation: City requires 30 day written notice should any of the policies described
on the certificate be cancelled or materially changed before the expiration date.
Should any of the required insurance be provided under a claims made form, Contractor
shall maintain such coverage continuously throughout the term of this contract and,
without lapse, for a period of three years beyond the contract expiration, such that
occurrences arising during the contract term which give rise to claims made after
expiration of the contract shall be covered.
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:
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Bodily injury and Property Damage Liability for premises, operations,
products and completed operations, independent contractors and property
damage resulting from explosion, collapse or underground (XCU) exposures.
Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
\[X\] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined
Single Limits (CSL) of not less than $500,000 either in a single policy or in a
combination of basic and umbrella or excess policies. The policy will include bodily
injury and property damage liability arising out of the operation, maintenance and use of
all automobiles and mobile equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
any auto, or
all owned hired and non-owned autos.
\[X\] Workers’ Compensation Insurance
Contractor shall purchase and maintain Workers’ Compensation insurance which, in
addition to meeting the minimum statutory requirements for issuance of such insurance,
has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each
employee, and a $500,000 policy limit for occupational disease. The City need not be
named as an "Additional Insured" but the insurer shall agree to waive all rights of
subrogation against the City, its officials, agents, employees and volunteers for any work
performed for the City by the Named Insured. For building or construction projects, the
Contractor shall comply with the provisions of Attachment 1 in accordance with
§406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’
Compensation Commission (TWCC).
\[ \] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of
the work under this contract, an Owner's and Contractor's Protective Liability insurance
policy naming the City as insured for property damage and bodily injury which may arise
in the prosecution of the work or Contractor's operations under this contract. Coverage
shall be on an “occurrence" basis and the policy shall be issued by the same insurance
company that carries the Contractor's liability insurance. Policy limits will be at least
$500,000.00 combined bodily injury and property damage per occurrence with a
$1,000,000.00 aggregate.
\[ \] Fire Damage Legal Liability Insurance
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Coverage is required if Broad form General Liability is not provided or is unavailable to
the contractor or if a contractor leases or rents a portion of a City building. Limits of not
less than each occurrence are required.
\[ \] Professional Liability Insurance
Professional liability insurance with limits not less than $1,000,000.00 per claim with
respect to negligent acts, errors or omissions in connection with professional services is
required under this Agreement.
\[ \] Builders' Risk Insurance
Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be
provided. Such policy shall include as "Named Insured" the City of Denton and all
subcontractors as their interests may appear.
\[ \] Environmental Liability Insurance
Environmental liability insurance for $1,000,000 to cover all hazards contemplated by
this contract.
\[ \] Riggers Insurance
The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be
provided by a Rigger’s Liability endorsement on the existing CGL coverage; through and
Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11,
Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the
CGL coverage
\[ \] Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside
the premises, burglary of the premises, and employee fidelity. The employee fidelity
portion of this coverage should be written on a “blanket” basis to cover all employees,
including new hires. This type insurance should be required if the contractor has access
to City funds. Limits of not less than $ each occurrence are required.
\[ \] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts and
specific service agreements. If such additional insurance is required for a specific
contract, that requirement will be described in the "Specific Conditions" of the contract
specifications.
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ATTACHMENT 1
\[X\] Workers’ Compensation Coverage for Building or Construction Projects for
Governmental Entities
A.Definitions:
Certificate of coverage ("certificate")-A copy of a certificate of insurance, a
certificate of authority to self-insure issued by the commission, or a coverage
agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory
workers' compensation insurance coverage for the person's or entity's employees
providing services on a project, for the duration of the project.
Duration of the project - includes the time from the beginning of the work on the
project until the contractor's/person's work on the project has been completed and
accepted by the governmental entity.
Persons providing services on the project ("subcontractor" in §406.096) - includes all
persons or entities performing all or part of the services the contractor has
undertaken to perform on the project, regardless of whether that person contracted
directly with the contractor and regardless of whether that person has employees.
This includes, without limitation, independent contractors, subcontractors, leasing
companies, motor carriers, owner-operators, employees of any such entity, or
employees of any entity which furnishes persons to provide services on the project.
"Services" include, without limitation, providing, hauling, or delivering equipment or
materials, or providing labor, transportation, or other service related to a project.
"Services" does not include activities unrelated to the project, such as food/beverage
vendors, office supply deliveries, and delivery of portable toilets.
B.The contractor shall provide coverage, based on proper reporting of classification
codes and payroll amounts and filing of any overage agreements, which meets the
statutory requirements of Texas Labor Code, Section 401.011(44) for all employees
of the Contractor providing services on the project, for the duration of the project.
C.The Contractor must provide a certificate of coverage to the governmental entity
prior to being awarded the contract.
D.If the coverage period shown on the contractor's current certificate of coverage ends
during the duration of the project, the contractor must, prior to the end of the
coverage period, file a new certificate of coverage with the governmental entity
showing that coverage has been extended.
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
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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
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;
File # 6094
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EXHIBIT 4
6.notify the governmental entity in writing by certified mail or personal delivery,
within 10 days after the person knew or should have known, of any change that
materially affects the provision of coverage of any person providing services on
the project; and
7.Contractually require each person with whom it contracts, to perform as required
by paragraphs (1) - (7), with the certificates of coverage to be provided to the
person for whom they are providing services.
J.By signing this contract or providing or causing to be provided a certificate of
coverage, the contractor is representing to the governmental entity that all employees
of the contractor who will provide services on the project will be covered by
workers' compensation coverage for the duration of the project, that the coverage
will be based on proper reporting of classification codes and payroll amounts, and
that all coverage agreements will be filed with the appropriate insurance carrier or, in
the case of a self-insured, with the commission's Division of Self-Insurance
Regulation. Providing false or misleading information may subject the contractor to
administrative penalties, criminal penalties, civil penalties, or other civil actions.
K.The contractor’s failure to comply with any of these provisions is a breach of
contract by the contractor which entitles the governmental entity to declare the
contract void if the contractor does not remedy the breach within ten days after
receipt of notice of breach from the governmental entity.
File # 6094
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Exhibit F
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
Commission’s website within seven business days.
File # 6094
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EXHIBIT G
CONTRACTORS PROPOSAL
Total calendar days after Notice to Proceed is issued by
City for substantial completion:
130
Total calendar days after Notice to Proceed is issued by
City for project start:
70
Base Bid amount to construct project per specifications:
$127,750.00
UOMProduct DescriptionTotal
LS Mobilization & Demobilization for Project$1,500.00
LS
Plumbing materials only$10,000.00
LS Plumbing labor only$10,150.00
LS Mechanical materials only$3,600.00
LS Mechanical labor only$2,450.00
LS Electrical materials only$11,000.00
LS Electrical labor only$6,750.00
All other Construction Items (see below
LS$78,050.00
breakdown)
LS Bonds (Labor and Materials & Performance)$4,250.00
$127,750.00
Total Base Bid
File # 6094
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EXHIBIT 4
BUSINESS OVERVIEWQUESTIONNAIRE AND
FORMS
1.Contract Information (for formal contracting purposes):
The following information will be used to write a contract, should your firm be selected for award.
Firm’s Legal Name: Fisher-Poirier Construction, LLC
Address: 98 San Jacinto Boulevard, FSR 1002
Austin, Texas 78701
Agent Authorized to sign contract (Name):Connie F. Poirieror Jeff Fisher
Agent’s email address: connie@fpconstruction.net
jefffisher@fpconstruction.net
2.Subsidiary of:N/A
3.Organization Class (circle):
Partnership Corporation Individual Association
4.Tax Payer ID#:46-4207637
5.Date Established:November 18, 2013
6.Historically Underutilized Business: Yesor No - HUB Certificate/VID #1464207637700
7.Does your company have an established physical presence in the State of Texas, or the City of
Denton? Yesor No, in which? – State of Texas
8.Please provide a detailed listing of allproducts and/orservices that your company provides.
General Contracting, Construction Management, Program Management
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 Owner’s option.)
No
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EXHIBIT 4
10.Have you ever defaulted on or failed to complete a contract under your current company name or
any other company name? If so, where and why? Give name and telephone number of Owner.
No
11.Have you ever had a contract terminated by the Owner? If so, where and why? Give name and
telephone number (s) of Owner (s).
No
12.Has your company implemented an Employee Health and Safety Program compliant with 29 CFR
1910 “General Industry Standards” and/or 29 CFR 1926 “General Construction Standards” as they
apply to your Company’s customary activities?
http://www.osha.gov/pls/oshaweb/owasrch.search_form?p_doc_type=STANDARDS&p_toc_level
=1&p_keyvalue=1926
Yes
13.Resident/Non-Resident Bidder Determination:
Texas Government Code Section 2252.002: Non-resident bidders. Texas lawprohibits cities
and other governmental units from awarding contracts to a non-resident firm unless the
amount of such a bid is lower than the lowest bid by a Texas resident by the amount the
Texas resident would be required to underbid in the non-resident bidders’ state. In order to
make this determination, please provide the name, address and phone number of:
a.Responding firms principle place of business:
Texas
b.Company’s majority owner principle place of business:
Texas
c.Ultimate Parent Company’s principle place of business:
Texas
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EXHIBIT 4
14.Provide details to support the evaluation criteria, including experience and delivery.
a.Project Schedule
The schedule and start date for this project are totally dependent on the lead
time for the laboratory casework. Based on a contract award date of June 7,
2016 and a lead time of 8-10 weeks for casework, we anticipate starting work in
mid-August 2016 and completing by mid-October 2016.
b.Compliance with specifications, quality, reliability, characteristics to meet
stated or implied needs.
We will comply with the specifications in full. We do not anticipate any
deviation from the specifications as presented. We have included in our price
the use of the specified Diversified Casework as well as all other specified
materials. As evidenced by our previous projects, we will provide a high quality
finished product that will meet and exceed the requirements of the City of
Denton in all aspects.
c.Indicators of Probable Performance under contract
Our performance on past projects has left the project Owner’s with facilities
that they are proud of that were completed on-time and within budget. Our
company has adequate financial resources to complete this project and will
provide the required performance and payment bonds to insure the project.
The experience of our firm and, more especially, our principal in charge of
operations in completing public projects demonstrates our capability to
perform work on this contract. References are included as required in
Attachment D.
d.Price, Total Cost of Ownership
Our price reflects the total cost of construction for this project. We will
construct the project as shown or indicated in the plans and specifications. We
will provide all specified warranties.
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EXHIBIT 4
15.Provide details on how firm meets the minimum qualifications stated in this Main document
Section 3.
a.The details must be completed on this form, and shall not point to another document
in the respondent’s proposal.
Fisher-Poirier Construction has successfully completed projects similar in size
and scope to the Pecan Creek Reclamation Maintenance Building, including
renovation of the Canton City Hall Building (interior demolition/build back and
exterior ADA accessibility modifications) and renovation of ClarkDietrich
Offices (interior demolition/build back and exterior paving and ADA
accessibility modifications). Our company is also currently performing work for
the Nueces River Authority renovating an existing building to become the Lab
and Office for a new Wastewater Treatment Facility in Leakey, Texas.
In addition, Jeff Fisher, Vice President in charge of operations for the company,
holds a Bachelor of Science in Building Construction Degree from Texas A&M
University and has 25 years of experience in the commercial construction
industry including 12 years in medical construction project management and 13
years in educational/municipality construction project management.
Fisher-Poirier Construction, LLC is registered with the State of Texas as a
Historically Underutilized Business, Certificate #1464207637700.
Submittal Documents are included here-in as per the solicitation checklist.
b.Sign below and return form with final submission.
I certify that our firm meets the minimum qualifications as stated in this Main document, Section 3.
_______________________ Fisher-Poirier Construction, LLC___________________________________________________________________________________________________April 14,2016
Signature Company DateSignature
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EXHIBIT G
EXHIBIT 4
The Texas Comptroller of Public Accounts (CPA) administers the Statewide Historically Underutilized Business (HUB)
Program for the State of Texas, which includes certifying minority and woman-owned businesses as HUBs and is designed to
facilitate the participation of minority and woman-owned businesses in state agency procurement opportunities.
We are pleased to inform you that your application for certification/re-certification as a HUB has been approved. Your
company's profile is listed in the State of Texas HUB Directory and may be viewed online at
http://www.window.state.tx.us/procurement//cmbl/hubonly.html. Provided that your company continues to meet HUB eligibility
requirements, the enclosed HUB certificate is valid for four years.
You must notify the HUB Program in writing of any changes affecting your company’s compliance with the HUB eligibility
requirements, including changes in ownership, day-to-day management, control and/or principal place of business. Note:Any
changes made to your company’s information may require the HUB Program to re-evaluate your company’s eligibility.
Please reference the enclosed pamphlet for additional resources, such as the state’s Centralized Master Bidders List (CMBL),
that can increase your chance of doing business with the state.
Thank you for your participation in the HUB Program! If you have any questions, you may contact a HUB Program
representative at 512-463-5872 or toll-free in Texas at 1-888-863-5881.
Texas Historically Underutilized Business (HUB) Certificate
1464207637700
Certificate/VID Number:
484442
File/Vendor Number:
05-APR-2016
Approval Date:
Scheduled Expiration Date:05-APR-2020
The Texas Comptroller of Public Accounts (CPA), hereby certifies that
FISHER-POIRIER CONSTRUCTION, LLC
has successfully met the established requirements of the State of Texas Historically Underutilized Business (HUB)
Program to be recognized as a HUB. This certificate printed 08-APR-2016, supersedes any registration and certificate
previously issued by the HUB Program. If there are any changes regarding the information (i.e., business structure,
ownership, day-to-day management, operational control, business location) provided in the submission of the business’
application for registration/certification as a HUB, you must immediately (within 30 days of such changes) notify the HUB
Program in writing. The CPA reserves the right to conduct a compliance review at any time to confirm HUB eligibility. HUB
certification may be suspended or revoked upon findings of ineligibility.
Paul Gibson, Statewide HUB Program Manager
Texas Procurement and Support Services
Note: In order for State agencies and institutions of higher education (universities) to be credited for utilizing this business as a HUB, they must award
payment under the Certificate/VID Number identified above. Agencies and universities are encouraged to validate HUB certification prior to issuing a
notice of award by accessing the Internet () or by contacting the HUB Program at
http://www.window.state.tx.us/procurement/cmbl/cmblhub.html
or .
1-888-863-5881512-463-5872
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EXHIBIT 4
SUBMISSIONEXCEPTIONS
Anyexceptions taken to this solicitation (including terms and conditions in Exhibit 2, the
General Provisions and Terms and Conditions) must be itemized on the lines below. Additional
pages may be added as needed. If there are no exceptions, please sign where indicated at the
bottom of the page.
Item # Description
_________ __________________________________________________________________________________
_________ __________________________________________________________________________________
_________ __________________________________________________________________________________
_________ __________________________________________________________________________________
_________ __________________________________________________________________________________
_________ __________________________________________________________________________________
_________ __________________________________________________________________________________
_________ __________________________________________________________________________________
_________ __________________________________________________________________________________
_________ __________________________________________________________________________________
_________ __________________________________________________________________________________
_________ __________________________________________________________________________________
_________ __________________________________________________________________________________
The above exceptions (and any additional pages identified) are the ONLY exceptions to the
specifications, General Provisions and Terms and Conditions in Exhibit 2, and sample contract to
this solicitation. I understand that the City may not accept additional exceptions produced after
final submission of this proposal.
_______________________ _____________________ _____________________
Signature Company Date
No Exceptions are taken to this solicitation or the General Provisions and Terms
and Conditions in Exhibit 2. ditiiiiiiiioooooooooooooooooooooooooooooooooooonsinnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnExhibit
_______________________ Fisher-Poirier Construction, LLC April 14, 2016________________________________________________________________________________________________________
_____________
Signature Company DateSiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiigngngngngngggngngngngnggngngngngngngggnggngngngngngngnnnnnnnnnnnnnnnnnnnnnnnataaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaa
aaaaaaaaaaaure
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EXHIBIT 4
SAFETY RECORD QUESTIONNAIRE
The City of Denton desires to avail itself of the benefits of Section 252.0435 of the Local Government Code,
and consider the safety records of potential contractors prior to award of City contracts. Pursuant to Section
252.0435 of the Local Government Code, the City of Denton has adopted the following written definition
and criteria for accurately determining the safety record of a respondent prior to awarding City contracts.
The definition and criteria for determining the safety record of a respondent for this consideration shall be:
The City of Denton shall consider the safety record of the respondentin determining the responsibility
thereof. The City may consider any incidence involving worker safety or safety of the citizens of the
City of Denton, be it related or caused by environmental, mechanical, operational, supervision or any
other cause or factor. Specifically, the City may consider, among other things:
a.Complaints to, or final orders entered by, the Occupational Safety and Health
Review Commission (OSHRC), against the respondent for violations of OSHA
regulations within the past three (3) years.
b.Citations (as defined below) from an Environmental Protection Agency (as defined
below) for violations within the past five (5) years. Environmental Protection
Agencies include, but are not necessarily limited to, the U.S. Army Corps of
Engineers (USACOE), the U.S. Fish and Wildlife Service (USFWS), the
Environmental Protection Agency (EPA), the Texas Commission on Environmental
Quality (TCEQ), the Texas Natural Resource Conservation Commission (TNRCC)
(predecessor to the TCEQ), the Texas Department of Health (TDH), the Texas
Parks and Wildlife Department (TPWD), the Structural Pest Control Board
(SPCB), agencies of local governments responsible for enforcing environmental
protection or worker safety related laws or regulations, and similar regulatory
agencies of other states of the United States. Citations include notices of violation,
notices of enforcement, suspension/revocations of state or federal licenses or
registrations, fines assessed, pending criminal complaints, indictments, or
convictions, administrative orders, draft orders, final orders, and judicial final
judgments.
c. Convictions of a criminal offense within the past ten (10) years, which resulted in
bodily harm or death.
d.Any other safety related matter deemed by the City Council to be material in
determining the responsibility of the respondentand his or her ability to perform
the services or goods required by the solicitationdocuments in a safe environment,
both for the workers and other employees of respondent andthe citizens of the City
of Denton.
In order to obtain proper information from respondents so that City of Denton may consider the safety
records of potential contractors prior to awarding bids on City contracts, City of Denton requires that
respondents answer the following three (3) questions and submit them with their submissions:
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EXHIBIT 4
QUESTION ONE
Has the respondent, or the firm, corporation, partnership, or institution represented by the respondnet, or
anyone acting for such firm, corporation, partnership or institution, received citations for violations of OSHA
within the past three (3) years?
YES NO X
If the respondenthas indicated YES for question number one above, the respondentmust provide to City of
Denton, with its submission, the following information with respect to each such citation:
Date of offense, location of establishment inspected, category of offense, final disposition of offense, if any,
and penalty assessed.
QUESTION TWO
Has the respondent, or the firm, corporation, partnership, or institution represented by the respondent, or
anyone acting for such firm, corporation, partnership or institution, received citations for violations of
environmental protection laws or regulations, of any kind or type, within the past five years? Citations
include notice of violation, notice of enforcement, suspension/revocations of state or federal licenses, or
registrations, fines assessed, pending criminal complaints, indictments, or convictions, administrative orders,
draft orders, final orders, and judicial final judgments.
YES NO X
If the respondent has indicated YES for question number two above, the respondent must provide to City of
Denton, with its submission, the following information with respect to each such conviction:
Date of offense or occurrence, location where offense occurred, type of offense, final disposition of offense,
if any, and penalty assessed.
QUESTION THREE
Has the respondent, or the firm, corporation, partnership,or institution represented by respondent, or anyone
acting for such firm, corporation, partnership, or institution, ever been convicted, within the past ten (10)
years, of a criminal offense which resulted in serious bodily injury or death?
YES NO X
If the respondent has indicated YES for question number three above, the respondent must provide to City of
Denton, with its submission, the following information with respect to each such conviction:
Date of offense, location where offense occurred, type of offense, final disposition of offense, if any, and
penalty assessed.
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EXHIBIT G
EXHIBIT 4
REFERENCES
Please list three (3) Government references, other than the City of Denton,who can verify the quality of service
your company provides. The City prefers customers of similar size and scope of work to this solicitation.
REFERENCE ONE
GOVERNMENT/COMPANY NAME:City of Canton
LOCATION: Canton, Texas
CONTACT PERSON AND TITLE: Mr. Lonnie Cluck, City Manager
TELEPHONE NUMBER: (903) 567-1841
SCOPE OF WORK: Renovation of City Hall
CONTRACT PERIOD:October2015-January 2016
REFERENCE TWO
GOVERNMENT/COMPANY NAME: City of University Park
LOCATION: University Park, Texas
CONTACT PERSON AND TITLE: Gerry Bradley,Director of Parks
TELEPHONE NUMBER: (214)987-5486
SCOPE OF WORK: Various Projects – Multiple City Park Renovations, Service Center Renovations, 911 Dispatch
Center, City Hall Additions and Renovations
CONTRACT PERIOD: 2005-2015
REFERENCE THREE
GOVERNMENT/COMPANY NAME: Waco ISD
LOCATION: Waco, Texas
CONTACT PERSON AND TITLE: Randy Sulak,Building Maintenance Supervisor
TELEPHONE NUMBER: (254)379-2866
SCOPE OF WORK: Job Order Contract, Various Projects
CONTRACT PERIOD: May 2015-May 2016
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EXHIBIT 4
PROJECT INFORMATIONFORM
Please detail three (3) of the most recent projects your firm has completed:
Project #1
Name of Project:City Hall Renovation
Project Owner Name, Address and Phone Number:
City of Canton
Mr. Lonnie Cluck, City Manger
24890 State Highway 64, Suite 1
Canton, Texas 75103
(903) 567-1841
Original Contract Amount:$217,827
Final Contract Amount:$221,958
Contract Time Allotted (Calendar Days):90
Start Date for Project:November 9, 2015
Final Completion Date for Project:January 29, 2016
Number of Days to complete (calendar days):82
Please detail the project, including size, length, and materials used. Also describe any known contractual issues,
successes, or potential problems and solutions encountered.
Renovation of existing 2,000 square foot City Hall facility including interior demolition, new drywall, acoustical
ceilings, VCT and carpet flooring, cabinetry, doors, frames and hardware, plumbing, HVAC and electrical.
Project also included new handicap parking, accessible ramp and canopy on the exterior.
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EXHIBIT 4
PROJECT INFORMATIONFORM
Project #2
Name of Project:Office Renovation and Sitework
Project Owner Name, Address and Phone Number:
ClarkDietrich
Mr. Marty Belcher, Plant Manager
10340 Denton Drive
Dallas, Texas 75220
(214) 350-1716
Original Contract Amount:$351,206
Final Contract Amount:$437,437
Contract Time Allotted (Calendar Days):180
Start Date for Project:August 21, 2015
Final Completion Date for Project:February 12, 2016
Number of Days to complete (calendar days):175
Please detail the project, including size, length, and materials used. Also describe any known contractual issues,
successes, or potential problems and solutions encountered.
Phased renovation of existing 5,000 square foot Officefacility including interior demolition, new drywall,
acoustical ceilings, VCT and carpet flooring, cabinetry, doors, frames and hardware, storefront and glazing, fire
sprinkler system, plumbing, HVAC and electrical. Project also included new parkinglot, accessible ramp, entry
stair refurbishment and landscaping on the exterior.
This interior renovation portion of this project was originally planned to be completed intwo phases with all
work taking place during ongoing business operations. As areas were renovated, staff was relocated to allow
work in each area. Due to the needs of the customer, the project was completed in three phases to help minimize
disruption of staff.
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PROJECT INFORMATIONFORM
Project #3
Name of Project:South Waco Elementary Millwork Replacement
Project Owner Name, Address and Phone Number:
Waco ISD
Mr. Harry Harrington (retired)
501 Franklin Avenue
Waco, Texas 76703
(254) 755-9473
Original Contract Amount:$106,230
Final Contract Amount:$106,230
Contract Time Allotted (Calendar Days):90
Start Date for Project:July 20, 2015
Final Completion Date for Project:October 16, 2015
Number of Days to complete (calendar days):90
Please detail the project, including size, length, and materials used. Also describe any known contractual issues,
successes, or potential problems and solutions encountered.
Demolish and replace cabinets and countertops in existing school building under joborder contract.
Due to late award of the contractand lead time for producing cabinetry, some work had to be completed after the
start of the school year. Work during the school year was completed during non-school hours to accommodate
the students and staff.
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EXHIBIT 4
CONFLICT OF INTEREST QUESTIONNAIRE
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 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
Fisher-Poirier Construction, LLC
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 7business day after the
date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3Name of local governmentofficer about whom the information in this section is being disclosed.
N/A
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 governmentalentityeoffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffvvvvvvvvvvvvvvendordoing business
withDate
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EXHIBIT 4
ACKNOWLEDGEMENT
The undersigned agrees this submissionbecomes the property of the City of Dentonafter the official opening.
The undersigned affirms he has familiarized himself with the specification, drawings, exhibitsand other documents; the
local conditions under which the work is to be performed; satisfied himself of the conditions of delivery, handling and
storage of materials and equipment; and all other matters that will be required for the work before submitting a response.
In submitting a responsethe undersigned further understands that the work required is to provide construction of the
project that functions as described in the specification. The undersigned understands that all requirements of the
construction may not be described in every detail and agrees to provide labor, tools, material and equipment necessary to
complete all construction to make the project functional as described in the specification and drawings before submitting
a response.
The undersigned agrees, if thissubmissionis accepted, to furnish any and all items/services upon which prices are
offered, at the price(s) and upon the terms and conditions contained in the specification. The period for acceptance of
this submissionwill be 120calendar days unless a different period is noted.
The undersigned affirms that they are duly authorized to execute this contract, that this submissionhas not been prepared
in collusion with any other respondent, nor any employee of the City of Denton, and that the contents of this submission
have not been communicated to any other respondentor to any employee of the City of Dentonprior to the acceptance of
this submission.
Respondent hereby assigns to the City any and all claims for overcharges associated with this contract which arise under
the antitrust laws of the United States, 15 USCA Section 1 etseq., and which arise under the antitrust laws of the State of
Texas, Tex. Bus. & Com. Code, Section15.01,etseq.
The undersigned affirms that they have readand do understand the specifications,all exhibitsand attachmentscontained
in this solicitationpackage.
The undersigned agrees that the solicitation packageposted on the website are the official specifications and shall not
alter the electronic copy of the specifications and/or pricing sheet (Exhibit 1), without clearly identifying changes.
The undersigned understands they will be responsible for monitoring the City of Denton Purchasing Website at:
http://www.cityofdenton.com/index.aspx?page=397to ensure they have downloaded and signed all addendum(s)
required for submission with their response.
I certify that I have made no willful misrepresentations in this submission, nor have I withheld information in my
statements and answers to questions. I am aware that the information given by me in this submissionwill be investigated,
with my full permission, and that any misrepresentations or omissions may cause my submissionto be rejected.
Acknowledge receiptof following addenda to the solicitation:
Addendum No 1 Dated _______________________ Received _________________
Addendum No 2 Dated _______________________ Received _________________
Addendum No 3 Dated _______________________ Received _________________
NAME AND ADDRESS OF COMPANY: AUTHORIZED REPRESENTATIVE:RIZZEDEEEEEDEEEEEEDEEEEEEDEEEDEDEEDEDEDEDEDEDEEDEDEDEDEDEDEDEDEDEDEDEDEDEDEDEDEDEDEDEDEDEDEDEDEDEDEDEDEDEDEDEDEDEDEDEDDDDDDDDDDDDDDDDDDDDDDDD
DDDDDDDDDDDDDDDDDDDDDDDDDDD REPEPEEPEPEEPEPEPEPEPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPRERERRRRRRRERRRRERRRRERERERERRRRERRRERRRRRERRRERERERERRERERERERERERERERERRRERERRERERERERERERERERRRRRRERREREREREEEEEEEEEE
EEEEEESEEEEEEEEEEEEEEEEEEEEEEEEENTNNNNNNNNNNNNNNNNNNNATI
Fisher-Poirier Construction, LLC _______ Signature
98 San Jacinto Boulevard, FSR 1002_____ Date April 14, 2016 prililiiliiliilililililiiliililllllllllllllllllllllllllllllllllllllllllllllllllll142016
Austin, Texas 78701__________________ Name Jeff Fisher
___________________________________ Title Vice President ____________________
Tel. No. _469-442-9069 Fax No. 972-236-0067 ___________________
Email. jefffisher@fpconstruction.net ____
EXHIBIT 4
Certificate Of Completion
Envelope Id: 18A1D8504F95444EB1B450FE65A53E06Status: Sent
Subject: City Council Docusign Item - 6094 Renovation of Pecan Creek Maintenance Bldg
Source Envelope:
Document Pages: 102Signatures: 2Envelope 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
7/7/2016 10:27:48 AM rebecca.hunter@cityofdenton.com
Signer EventsSignatureTimestamp
Rebecca HunterSent: 7/7/2016 10:33:39 AM
Completed
rebecca.hunter@cityofdenton.comViewed: 7/7/2016 10:33:50 AM
Senior BuyerSigned: 7/7/2016 10:34:27 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:
Jeff FisherSent: 7/7/2016 10:34:28 AM
jefffisher@fpconstruction.netViewed: 7/11/2016 11:09:02 AM
Vice PresidentSigned: 7/11/2016 11:12:33 AM
Fisher-Poirier Construction, LLC
Using IP Address: 104.189.238.157
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Accepted: 7/11/2016 11:09:02 AM
ID: 3ab86798-4349-41b6-8448-e3702d553783
John KnightSent: 7/11/2016 11:12:37 AM
john.knight@cityofdenton.comViewed: 7/12/2016 9:12:06 AM
Deputy City AttorneySigned: 7/12/2016 9:12:15 AM
City of Denton
Using IP Address: 129.120.6.150
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ID:
Julia WinkleySent: 7/12/2016 9:12:17 AM
julia.winkley@cityofdenton.comViewed: 7/12/2016 9:16:46 AM
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Howard Martin
howard.martin@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
EXHIBIT 4
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:
StatusTimestamp
StatusTimestamp
StatusTimestamp
StatusTimestamp
Julia WinkleySent: 7/11/2016 11:12:35 AM
julia.winkley@cityofdenton.comViewed: 7/11/2016 11:17:04 AM
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Sherri ThurmanSent: 7/11/2016 11:12:35 AM
sherri.thurman@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:
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
Jennifer Bridges
jennifer.bridges@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
EXHIBIT 4
StatusTimestamp
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:
Herman Lawson
herman.lawson@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Accepted: 8/11/2015 1:16:56 PM
ID: c1ff2170-cbcd-401e-ab74-8bd3b4e69c87
David Hunter
David.hunter@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Timestamp
StatusTimestamps
Envelope SentHashed/Encrypted7/12/2016 9:12:17 AM
EXHIBIT 4
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EXHIBIT 4
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City Hall
City of Denton
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
Legislation Text
File #:ID 16-863,Version:1
AGENDA INFORMATION SHEET
DEPARTMENT:Materials Management
ACM:Bryan Langley
AGENDA DATE:July 19, 2016
SUBJECT
ConsideradoptionofanordinanceacceptingcompetitiveproposalsandawardingacontractforFiberOptic
CableInstallationServicesfortheCityofDenton;providingfortheexpenditureoffundstherefor;and
providinganeffectivedate(RFP6084-awardedtoCableContractors,LLCdbaContractEquipmentand
Servicesinthethree(3)yearnot-to-exceedamountof$1,200,000).ThePublicUtilitiesBoardrecommends
approval (4-0).
FILE INFORMATION
Regulatoryrequirementsnecessitateasolidcommunicationlinkbetweenthecontrolsandoperatingcondition
reportingequipmentcontainedwithinasubstation,andDentonMunicipalElectric’s(DME)SystemOperations
CentralDispatchCenter.ThemethodofcommunicationbetweensubstationsandtheSystemOperations
CentralDispatchCenterisDME’sfiberopticnetwork.DMEcurrentlyplanstoinstalladditionalsubstationsin
itsserviceterritoryoverthenextthree(3)years.Eachofthesenewsubstationswillrequirefiberopticstobe
installedforcommunication.Additionally,DMEoccasionallyrequiresmaintenance,repair,orfiberoptic
installation for normal and routine Utility, City, and County communication functions.
Inordertoprovidethecommunicationforthenewsubstations,aswellasprovidearesourceformaintenance,
repair,andotherfiberextensions,theCityofDentonMaterialsManagementDepartmentissuedRFP5160.
Requestforproposalsweresentto351prospectivesuppliers.Inaddition,specificationswereplacedonthe
Purchasingwebsiteforprospectivesupplierstodownloadandadvertisedinthelocalnewspaper.Two(2)
responsiveproposalswerereceived.Proposalswereevaluatedbaseduponpublishedcriteria,includingprice,
deliveryandprobableperformancebythesupplier.CableContractors,LLC,dbaContractServicesand
Equipment,alocalvendor,wasrankedthehighestanddeterminedtobethebestvaluefortheCity(Exhibit1).
ContractServicesandEquipmentistheincumbentvendorandhasprovidedsatisfactoryservicetotheCityfor
the past three (3) years.
PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)
OnJuly11,2016,thePublicUtilitiesBoardrecommendedapprovaltoforwardthisitemtotheCityCouncilfor
consideration.
City of DentonPage 1 of 2Printed on 7/14/2016
powered by Legistar™
File #:ID 16-863,Version:1
RECOMMENDATION
ApprovetheawardofacontractforfiberopticservicesforDentonMunicipalElectrictoCableContractors,
LLC, dba Contract Services and Equipment in a three (3) year not-to-exceed amount of $1,200,000.
PRINCIPAL PLACE OF BUSINESS
Cable Contractors, LLC, dba Contract Services and Equipment
Denton, TX
ESTIMATED SCHEDULE OF PROJECT
Theinitialtermofthiscontractisforone(1)year.TheCityandCableContractors,LLC,dbaContract
Services and Equipment shall have the option to renew this contract for two (2) additional one (1) year periods.
FISCAL INFORMATION
Thechargesfortheworkperformedunderthiscontractwillbefundedfromindividualprojectaccountsas
substations are built and from the maintenance and operating budgets.
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: Pricing Evaluation and Ranking
Exhibit 2: Public Utilities Board Draft Minutes
Exhibit 3: Ordinance
Exhibit 4: Contract
Respectfully submitted:
Chuck Springer, 349-8260
Director of Finance
For information concerning this acquisition, contact: Darrell Washington at 349-7311.
City of DentonPage 2 of 2Printed on 7/14/2016
powered by Legistar™
EXHIBIT 2
1DRAFT MINUTES
2PUBLIC UTILITIES BOARD
3July11, 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 open meeting on
7Monday, July11, 2016 at9:04a.m. in the Service Center Training Room at the City of Service
8Center, 901 A Texas Street, Denton, Texas.
9
10Present: Chair Randy Robinson, Vice ChairPhil Gallivan,Lilia Bynum, and
11Charles Jackson
12
13Ex Officio Members: Howard Martin, ACM Utilities
14
15Absent: Barbara Russell Brendan Carroll and Susan Parker
16
17OPEN MEETING
18
19CONSENT AGENDA
20
21C.PUB16-149 - Consider recommending approval of a three year contract with Contract
22Services and Equipment for fiber optic installation service for the City of Denton not to
23exceed $1,200,000.
24
25Board Member Gallivan motioned to approve item C. There was a second by Board
26Member Jackson. Vote 4-0 approved.
27
28Adjournment 10:52a.m.
EXHIBIT 3
ORDINANCE NO. 2016-______
AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A
CONTRACT FOR FIBER OPTIC CABLE INSTALLATION SERVICES FOR THE CITY OF
DENTON; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING
AN EFFECTIVE DATE (RFP 6084AWARDED TO CABLE CONTRACTORS, LLC DBA
CONTRACT EQUIPMENT AND SERVICES IN THE THREE (3) YEAR NOT-TO-EXCEED
AMOUNT OF $1,200,000).
WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for
fiber optic cable installation services in accordance with the procedures of State law and City
ordinances; and
WHEREAS, the City Manager or a designated employee has received and reviewed and
recommended that the herein described proposals are the most advantageous to the City considering
the relative importance of price and the other evaluation factors included in the request for proposals;
and
WHEREAS, the City Council has provided in the City Budget for the appropriation of funds
to be used for the purchase of the materials, equipment, supplies or services approved and accepted
herein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The items in the following numbered request for proposal for materials,
equipment, supplies or sefor
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
6084 Cable Contractors, LLC dba $1,200,000
Contract Equipment and Services
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 6084to 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: _________________________________
EXHIBIT 4
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND
CABLE CONTRACTORS, LLC, dba CONTRACT SERVICES & EQUIPMENT
(CONTRACT 6084)
THIS CONTRACT is made and entered into this date ______________________, by
and between Cable Contractors, LLC, dba Contract Services and Equipment, a corporation,
whose address is PO Box 114, Denton TX 76202, hereinafter referred to as "Contractor," and the
CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as
"City," to be effective upon approval of the Denton City Council and subsequent execution of
this Contract by the Denton City Manager or his duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Supplier shall provide products and/or services in accordance with the City’s document
RFP 6084- Fiber Optic Installation Services, a copy of which is on file at the office of
Purchasing Agent and incorporated herein for all purposes.The Contract consists of this written
agreement and the following items which are attached hereto and incorporated herein by
reference:
(a)Special Terms and Conditions (Exhibit “A”);
(b)Request for Proposal (Exhibit “B” on File at the Office of the Purchasing
Agent);
(c)City of Denton Standard Terms and Conditions (Exhibit “C”);
(d)Insurance Requirements (Exhibit “D”);
(e)Certificate of Interested Parties Electronic Filing (Exhibit "E");
(f)Contractor’s Proposal.(Exhibit "F");
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the
provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving
precedence first to the written agreement then to the contract documents in the order in which
they are listed above. These documents shall be referred to collectively as “Contract
Documents.”
Contract# 6084
DocuSign Envelope ID: 352690CF-0FE0-4629-9FC3-A1004F462AEC
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
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
CITY OF DENTON, TEXAS
ATTEST:
JENNIFER WALTERS, CITY SECRETARY BY:
BY: __________________________________ Date:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: __________________________________
Contract# 6084
DocuSign Envelope ID: 352690CF-0FE0-4629-9FC3-A1004F462AEC
EXHIBIT 4
Exhibit A
Special Terms and Conditions
1.Total Contract Amount
The contract total for services shall not exceed $1,200,000. Pricing shall be per Exhibit F
attached.
2.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.
3.Price Escalation and De-escalation
Prices for the services described in the solicitation 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 Wage
Determinations Online Davis-Bacon Act for Denton, TX, WD 26, Heavy, Line Construction
Cable Splicer (ENGI0178-001) dated 1/4/2013 to the renewal period (www.wdol.gov). The
price will be increased or decreased based upon the annual percentage change in the index. The
maximum escalation will not exceed +/- 8% for any individual year. The escalation will be
determined annually at the renewal date. Should the index change exceed a minimum threshold
value of +/-1%, then the stated eligible prices shall be adjusted in accordance with the index
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. Respondent 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.
The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation
number.
The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes.
Contract# 6084
DocuSign Envelope ID: 352690CF-0FE0-4629-9FC3-A1004F462AEC
EXHIBIT 4
4.Cooperative Purchasing/Piggy Back Option
Exhibit B, Main RFP 6084, Section 9 Cooperative Purchasing/Piggy Back Option is removed.
This agreement may not be utilized by other governmental agencies.
Contract# 6084
DocuSign Envelope ID: 352690CF-0FE0-4629-9FC3-A1004F462AEC
EXHIBIT 4
Exhibit C
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings
and other requirements included in the City of Denton’s contract are applicable to
contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or
Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any
deviations must be in writing and signed by a representative of the City’s Procurement
Department and the Supplier. No Terms and Conditions contained in the seller’s proposal
response, invoice or statement shall serve to modify the terms set forth herein. If there is a
conflict between the provisions on the face of the contract/purchase order these written
provisions will take precedence.
The Contractor agrees that the contract shall be governed by the following terms and conditions,
unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract,
Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and
sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be
performed principally at the City’s premises or on public rights-of-way.
1.CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all
deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with
the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local
laws, rules, and regulations.
2.EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract
shall be effective as of the date the contract is signed by the City, and shall continue in effect
until all obligations are performed in accordance with the Contract.
3.CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package
deliverables in accordance with good commercial practice and shall include a packing list
showing the description of each item, the quantity and unit price unless otherwise provided in the
Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly
and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name,
address and purchase order or purchase release number and the price agreement number if
applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d)
the number of the container bearing the packing list. The Contractor shall bear cost of packaging.
Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all
the requirements of common carriers and any applicable specification. The City's count or
weight shall be final and conclusive on shipments not accompanied by packing lists.
4.SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to
ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of
deliverables.
5.TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City
only when the City actually receives and accepts the deliverables.
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6.DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be
shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and
Conditions. Unless otherwise stated in the Offer, the Contractor’s price shall be deemed to
include all delivery and transportation charges. The City shall have the right to designate what
method of transportation shall be used to ship the deliverables. The place of delivery shall be that
set forth the purchase order.
7.RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under
law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at
delivery before accepting them, and to reject defective or non-conforming deliverables. If the
City has the right to inspect the Contractor’s, or the Contractor’s Subcontractor’s, facilities, or
the deliverables at the Contractor’s, or the Contractor’s Subcontractor’s, premises, the Contractor
shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and
assistance to the City to facilitate such inspection.
8.NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of
deliverables must fully comply with all provisions of the Contract as to time of delivery, quality,
and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not
have the right to substitute a conforming tender; provided, where the time for performance has
not yet expired, the Contractor may notify the City of the intention to cure and may then make a
conforming tender within the time allotted in the contract.
9.PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the
sites where the Contractor is to perform the services as required in order for the Contractor to
perform the services in a timely and efficient manner, in accordance with and subject to the
applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied
itself as to the nature of the City’s service requirements and specifications, the location and
essential characteristics of the work sites, the quality and quantity of materials, equipment, labor
and facilities necessary to perform the services, and any other condition or state of fact which
could in any way affect performance of the Contractor’s obligations under the contract. The
Contractor hereby releases and holds the City harmless from and against any liability or claim
for damages of any kind or nature if the actual site or service conditions differ from expected
conditions.
The contractor shall, at all times, exercise reasonable precautions for the safety of their
employees, City Staff, participants and others on or near the City’s facilities.
10.WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the performance
of the services which they will perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while
engaged in participating or responding to a solicitation or while in the course and scope of
delivering goods or services under a City of Denton contract or on the City's property .
i. use or possess a firearm, including a concealed handgun that is licensed under state law,
except as required by the terms of the contract; or
ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled
substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on
the job.
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C. If the City or the City's representative notifies the Contractor that any worker is incompetent,
disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed
any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the
Contractor shall immediately remove such worker from Contract services, and may not employ
such worker again on Contract services without the City's prior written consent.
Immigration: The Contractor represents and warrants that it shall comply with the requirements
of the Immigration Reform and Control Act of 1986 and 1990 regarding employment
verification and retention of verification forms for any individuals hired on or after November 6,
1986, who will perform any labor or services under the Contract and the Illegal Immigration
Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996.
11.COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL
REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall
comply fully with all applicable federal, state, and local health, safety, and environmental laws,
ordinances, rules and regulations in the performance of the services, including but not limited to
those promulgated by the City and by the Occupational Safety and Health Administration
(OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor
shall indemnify and hold the City harmless from and against all claims, demands, suits, actions,
judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s
obligations under this paragraph.
Environmental Protection: The Respondent shall be in compliance with all applicable
standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C.
§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 Department’s Name,
and the name of the point of contact for the Department. Invoices shall be itemized and
transportation charges, if any, shall be listed separately. A copy of the bill of lading and the
freight waybill, when applicable, shall be attached to the invoice. The Contractor’s name,
remittance address and, if applicable, the tax identification number on the invoice must exactly
match the information in the Vendor’s registration with the City. Unless otherwise instructed in
writing, the City may rely on the remittance address specified on the Contractor’s invoice.
C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables
order number clearly identified. Invoices shall also include a tabulation of work-hours at the
appropriate rates and grouped by work order number. Time billed for labor shall be limited to
hours actually worked at the work site.
D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all
Subcontract and other authorized expenses at actual cost without markup.
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced
amount.
The City will furnish a tax exemption certificate upon request.
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13.PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid
within thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being
received in Accounts Payable, whichever is later.
B.If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid
balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or
the maximum lawful rate; except, if payment is not timely made for a reason for which the
City may withhold payment hereunder, interest shall not accrue until ten (10) calendar
days after the grounds for withholding payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the
partial shipment or delivery, as stated above, provided that the invoice matches the shipment or
delivery.
D. The City may withhold or set off the entire payment or part of any payment otherwise due the
Contractor to such extent as may be necessary on account of:
i. delivery of defective or non-conforming deliverables by the Contractor;
ii. third party claims, which are not covered by the insurance which the Contractor is
required to provide, are filed or reasonable evidence indicating probable filing of such
claims;
iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment;
iv. damage to the property of the City or the City’s agents, employees or contractors,
which is not covered by insurance required to be provided by the Contractor;
v. reasonable evidence that the Contractor’s obligations will not be completed within the
time specified in the Contract, and that the unpaid balance would not be adequate to
cover actual or liquidated damages for the anticipated delay;
vi. failure of the Contractor to submit proper invoices with purchase order number, with
all required attachments and supporting documentation; or
vii. failure of the Contractor to comply with any material provision of the Contract
Documents.
E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for
delinquent taxes, the City may offset indebtedness owed the City through payment withholding.
F. Payment will be made by check unless the parties mutually agree to payment by credit card or
electronic transfer of funds. The Contractor agrees that there shall be no additional charges,
surcharges, or penalties to the City for payments made by credit card or electronic funds transfer.
G. The awarding or continuation of this contract is dependent upon the availability of funding.
The City’s payment obligations are payable only and solely from funds Appropriated and
available for this contract. The absence of Appropriated or other lawfully available funds shall
render the Contract null and void to the extent funds are not Appropriated or available and any
deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the
Contractor written notice of the failure of the City to make an adequate Appropriation for any
fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to
an amount insufficient to permit the City to pay its obligations under the Contract. In the event of
none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to
the City.
14.TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the
Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the
term of this contract, the contractor shall bill and the City shall reimburse contractor for all
reasonable and approved out of pocket expenses which are incurred in the connection with the
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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 Contractor’s continuing
obligations under the Contract, including but not limited to indemnity and warranty obligations,
or (5) arising under the City’s right to audit; and ii. a waiver of all claims by the Contractor
against the City other than those previously asserted in writing and not yet settled.
16.SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the
cost of any special tooling or special test equipment fabricated or required by the Contractor for
the purpose of filling this order, such special tooling equipment and any process sheets related
thereto shall become the property of the City and shall be identified by the Contractor as such.
17.RIGHT TO AUDIT:
A. The City shall have the right to audit and make copies of the books, records and computations
pertaining to the Contract. The Contractor shall retain such books, records, documents and other
evidence pertaining to the Contract period and five years thereafter, except if an audit is in
progress or audit findings are yet unresolved, in which case records shall be kept until all audit
tasks are completed and resolved. These books, records, documents and other evidence shall be
available, within ten (10) business days of written request. Further, the Contractor shall also
require all Subcontractors, material suppliers, and other payees to retain all books, records,
documents and other evidence pertaining to the Contract, and to allow the City similar access to
those documents. All books and records will be made available within a 50 mile radius of the
City of Denton. The cost of the audit will be borne by the City unless the audit reveals an
overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of
the audit, including any travel costs, must be borne by the Contractor which must be payable
within five (5) business days of receipt of an invoice.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract
and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the
terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed
to include drafts and electronic files, even if such drafts or electronic files are subsequently used
to generate or prepare a final printed document.
18.SUBCONTRACTORS:
A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the
Contractor shall comply with all requirements approved by the City. The Contractor shall not
initially employ any Subcontractor except as provided in the Contractor’s Plan. The Contractor
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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.
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21.WARRANTY – DELIVERABLES: The Contractor warrants and represents that all
deliverables sold the City under the Contract shall be free from defects in design, workmanship
or manufacture, and conform in all material respects to the specifications, drawings, and
descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms,
covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules,
and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the
deliverables shall be new or recycled merchandise, and not used or reconditioned.
A. Recycled deliverables shall be clearly identified as such.
B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty
implied by law; and any attempt to do so shall be without force or effect.
C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from
the date of acceptance of the deliverables or from the date of acceptance of any replacement
deliverables. If during the warranty period, one or more of the above warranties are breached, the
Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables,
or replace the non-conforming deliverables with fully conforming deliverables, at the City’s
option and at no additional cost to the City. All costs incidental to such repair or replacement,
including but not limited to, any packaging and shipping costs shall be borne exclusively by the
Contractor. The City shall endeavor to give the Contractor written notice of the breach of
warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to
give timely notice shall not impair the City’s rights under this section.
D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming
deliverables as required by the City, then in addition to any other available remedy, the City may
reduce the quantity of deliverables it may be required to purchase under the Contract from the
Contractor, and purchase conforming deliverables from other sources. In such event, the
Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to
procure such deliverables from another source.
E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate
manufacturer’s warranty, the Contractor shall transfer and assign such manufacturer’s warranty
to the City. If for any reason the manufacturer’s warranty cannot be fully transferred to the City,
the Contractor shall assist and cooperate with the City to the fullest extent to enforce such
manufacturer’s warranty for the benefit of the City.
22.WARRANTY – SERVICES: The Contractor warrants and represents that all services to be
provided the City under the Contract will be fully and timely performed in a good and
workmanlike manner in accordance with generally accepted industry standards and practices, the
terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws,
rules or regulations.
A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty
implied by law, and any attempt to do so shall be without force or effect.
B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from
the Acceptance Date. If during the warranty period, one or more of the above warranties are
breached, the Contractor shall promptly upon receipt of demand perform the services again in
accordance with above standard at no additional cost to the City. All costs incidental to such
additional performance shall be borne by the Contractor. The City shall endeavor to give the
Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery
of the breach warranty, but failure to give timely notice shall not impair the City’s rights under
this section.
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C. If the Contractor is unable or unwilling to perform its services in accordance with the above
standard as required by the City, then in addition to any other available remedy, the City may
reduce the amount of services it may be required to purchase under the Contract from the
Contractor, and purchase conforming services from other sources. In such event, the Contractor
shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such
services from another source.
23.ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If,
instead of requiring immediate correction or removal and replacement of defective or non-
conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall
pay all claims, costs, losses and damages attributable to the City’s evaluation of and
determination to accept such defective or non-conforming deliverables. If any such acceptance
occurs prior to final payment, the City may deduct such amounts as are necessary to compensate
the City for the diminished value of the defective or non-conforming deliverables. If the
acceptance occurs after final payment, such amount will be refunded to the City by the
Contractor.
24.RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to
question the other party’s intent to perform, demand may be made to the other party for written
assurance of the intent to perform. In the event that no assurance is given within the time
specified after demand is made, the demanding party may treat this failure as an anticipatory
repudiation of the Contract.
25.STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event
the Contractor is observed performing in a manner that is in violation of Federal, State, or local
guidelines, or in a manner that is determined by the City to be unsafe to either life or property.
Upon notification, the Contractor will cease all work until notified by the City that the violation
or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by
the City as a result of the issuance of such Stop Work Notice.
26.DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails
to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails
to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or
seeks relief under the bankruptcy laws of the United States or (d) makes a material
misrepresentation in Contractor’s Offer, or in any report or deliverable required to be submitted
by the Contractor to the City.
27.TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall
have the right to terminate the Contract for cause, by written notice effective ten (10) calendar
days, unless otherwise specified, after the date of such notice, unless the Contractor, within such
ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s
reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy
available under law or in equity, the City shall be entitled to recover all actual damages, costs,
losses and expenses, incurred by the City as a result of the Contractor’s default, including,
without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and
post-judgment interest at the maximum lawful rate. Additionally, in the event of a default by the
Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years
and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights
and remedies under the Contract are cumulative and are not exclusive of any other right or remedy
provided by law.
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28.TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the
Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written
notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further
work pursuant to the Contract, with such exceptions, if any, specified in the notice of
termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise
legally available for such purposes, for all goods delivered and services performed and
obligations incurred prior to the date of termination in accordance with the terms hereof.
29.FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or
deliverable required to be submitted by the Contractor to the City shall be grounds for the
termination of the Contract for cause by the City and may result in legal action.
30.DELAYS:
A. The City may delay scheduled delivery or other due dates by written notice to the Contractor
if the City deems it is in its best interest. If such delay causes an increase in the cost of the work
under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs
incurred by the Contractor in the Contract price and execute an amendment to the Contract. The
Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of
receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the
Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall
excuse the Contractor from delaying the delivery as notified.
B. Neither party shall be liable for any default or delay in the performance of its obligations
under this Contract if, while and to the extent such default or delay is caused by acts of God, fire,
riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond
the reasonable control of such Party. In the event of default or delay in contract performance due
to any of the foregoing causes, then the time for completion of the services will be extended;
provided, however, in such an event, a conference will be held within three (3) business days to
establish a mutually agreeable period of time reasonably necessary to overcome the effect of
such failure to perform.
31.INDEMNITY:
A. Definitions:
i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action,
judgments and liability of every character, type or description, including all reasonable
costs and expenses of litigation, mediation or other alternate dispute resolution
mechanism, including attorney and other professional fees for: (1) damage to or loss of
the property of any person (including, but not limited to the City, the Contractor, their
respective agents, officers, employees and subcontractors; the officers, agents, and
employees of such subcontractors; and third parties); and/or (2) death, bodily injury,
illness, disease, worker's compensation, loss of services, or loss of income or wages to
any person (including but not limited to the agents, officers and employees of the City,
the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include
the sale of defective or non-conforming deliverables, negligence, willful misconduct or a
breach of any legally imposed strict liability standard.
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B.THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY),
INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS,
EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL
INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO,
CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR
THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE
PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE
CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF
THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE
RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE
LIABLE FOR AN INDEMNIFIED CLAIM.
32.INSURANCE: The following insurance requirements are applicable, in addition to the
specific insurance requirements detailed in Appendix A for services only. The successful firm
shall procure and maintain insurance of the types and in the minimum amounts acceptable to the
City of Denton. The insurance shall be written by a company licensed to do business in the State of
Texas and satisfactory to the City of Denton.
A. General Requirements:
i. The Contractor shall at a minimum carry insurance in the types and amounts indicated
and agreed to, as submitted to the City and approved by the City within the procurement
process, for the duration of the Contract, including extension options and hold over
periods, and during any warranty period.
ii. The Contractor shall provide Certificates of Insurance with the coverage’s and
endorsements required to the City as verification of coverage prior to contract execution
and within fourteen (14) calendar days after written request from the City. Failure to
provide the required Certificate of Insurance may subject the Offer to disqualification
from consideration for award. The Contractor must also forward a Certificate of
Insurance to the City whenever a previously identified policy period has expired, or an
extension option or hold over period is exercised, as verification of continuing coverage.
iii. The Contractor shall not commence work until the required insurance is obtained and
until such insurance has been reviewed by the City. Approval of insurance by the City
shall not relieve or decrease the liability of the Contractor hereunder and shall not be
construed to be a limitation of liability on the part of the Contractor.
iv. The Contractor must submit certificates of insurance to the City for all subcontractors
prior to the subcontractors commencing work on the project.
v. The Contractor’s and all subcontractors’ insurance coverage shall be written by
companies licensed to do business in the State of Texas at the time the policies are issued
and shall be written by companies with A.M. Best ratings of A- VII or better. The City
will accept workers’ compensation coverage written by the Texas Workers’
Compensation Insurance Fund.
vi. All endorsements naming the City as additional insured, waivers, and notices of
cancellation endorsements as well as the Certificate of Insurance shall contain the
solicitation number and the following information:
City of Denton
Materials Management Department
901B Texas Street
Denton, Texas 76209
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vii. The “other” insurance clause shall not apply to the City where the City is an
additional insured shown on any policy. It is intended that policies required in the
Contract, covering both the City and the Contractor, shall be considered primary
coverage as applicable.
viii. If insurance policies are not written for amounts agreed to with the City, the
Contractor shall carry Umbrella or Excess Liability Insurance for any differences in
amounts specified. If Excess Liability Insurance is provided, it shall follow the form of
the primary coverage.
ix. The City shall be entitled, upon request, at an agreed upon location, and without
expense, to review certified copies of policies and endorsements thereto and may make
any reasonable requests for deletion or revision or modification of particular policy
terms, conditions, limitations, or exclusions except where policy provisions are
established by law or regulations binding upon either of the parties hereto or the
underwriter on any such policies.
x. The City reserves the right to review the insurance requirements set forth during the
effective period of the Contract and to make reasonable adjustments to insurance
coverage, limits, and exclusions when deemed necessary and prudent by the City based
upon changes in statutory law, court decisions, the claims history of the industry or
financial condition of the insurance company as well as the Contractor.
xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance
to lapse during the term of the Contract or as required in the Contract.
xii. The Contractor shall be responsible for premiums, deductibles and self-insured
retentions, if any, stated in policies. All deductibles or self-insured retentions shall be
disclosed on the Certificate of Insurance.
xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written
notice of erosion of the aggregate limits below occurrence limits for all applicable
coverage’s indicated within the Contract.
xiv. The insurance coverage’s specified in within the solicitation and requirements are
required minimums and are not intended to limit the responsibility or liability of the
Contractor.
B. Specific Coverage Requirements: Specific insurance requirements are contained in the
solicitation instrument.
33.CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which
arises under or concerns the Contract, or which could have a material adverse affect on the
Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the
City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the
City shall state the date of notification of any such claim, demand, suit, or other action; the
names and addresses of the claimant(s); the basis thereof; and the name of each person against
whom such claim is being asserted. Such notice shall be delivered personally or by mail and
shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney
shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201.
34.NOTICES: Unless otherwise specified, all notices, requests, or other communications
required or appropriate to be given under the Contract shall be in writing and shall be deemed
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
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mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to
the address specified in the Contractor’s Offer, or at such other address as a party may notify the
other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton,
Texas 76209 and marked to the attention of the Purchasing Manager.
35.RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material
submitted by the Contractor to the City shall become property of the City upon receipt. Any
portions of such material claimed by the Contractor to be proprietary must be clearly marked as
such. Determination of the public nature of the material is subject to the Texas Public
Information Act, Chapter 552, and Texas Government Code.
36.NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents
and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title
to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the
specifications in the Contract will not infringe, directly or contributorily, any patent, trademark,
copyright, trade secret, or any other intellectual property right of any kind of any third party; that
no claims have been made by any person or entity with respect to the ownership or operation of
the deliverables and the Contractor does not know of any valid basis for any such claims. The
Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and
against all liability, damages, and costs (including court costs and reasonable fees of attorneys
and other professionals) arising out of or resulting from: (i) any claim that the City’s exercise
anywhere in the world of the rights associated with the City’s’ ownership, and if applicable,
license rights, and its use of the deliverables infringes the intellectual property rights of any third
party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated
in this Contract. In the event of any such claim, the City shall have the right to monitor such
claim or at its option engage its own separate counsel to act as co-counsel on the City’s behalf.
Further, Contractor agrees that the City’s specifications regarding the deliverables shall in no
way diminish Contractor’s warranties or obligations under this paragraph and the City makes no
warranty that the production, development, or delivery of such deliverables will not impact such
warranties of Contractor.
37.CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may
require access to certain of the City’s and/or its licensors’ confidential information (including
inventions, employee information, trade secrets, confidential know-how, confidential business
information, and other information which the City or its licensors consider confidential)
(collectively, “Confidential Information”). Contractor acknowledges and agrees that the
Confidential Information is the valuable property of the City and/or its licensors and any
unauthorized use, disclosure, dissemination, or other release of the Confidential Information will
substantially injure the City and/or its licensors. The Contractor (including its employees,
subcontractors, agents, or representatives) agrees that it will maintain the Confidential
Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or
otherwise use the Confidential Information without the prior written consent of the City or in a
manner not expressly permitted under this Agreement, unless the Confidential Information is
required to be disclosed by law or an order of any court or other governmental authority with
proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such
information so as to permit the City reasonable time to seek an appropriate protective order. The
Contractor agrees to use protective measures no less stringent than the Contractor uses within its
own business to protect its own most valuable information, which protective measures shall
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under all circumstances be at least reasonable measures to ensure the continued confidentiality of
the Confidential Information.
38.OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and
interests throughout the world in and to the deliverables.
A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor
agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the
Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire
right, title, and interest to specific inventions under such patentable subject matter to the City and
to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute,
acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by
the City, to the City upon request by the City.
B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor
agrees that upon their creation, such deliverables shall be considered as work made-for-hire by
the Contractor for the City and the City shall own all copyrights in and to such deliverables,
provided however, that nothing in this Paragraph 38 shall negate the City’s sole or joint
ownership of any such deliverables arising by virtue of the City’s sole or joint authorship of such
deliverables. Should by operation of law, such deliverables not be considered works made-for-
hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees
providing services to the City hereunder to execute, acknowledge, and deliver an assignment to
the City of) all worldwide right, title, and interest in and to such deliverables. With respect to
such work made-for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause
each of its employees providing services to the City hereunder to execute, acknowledge, and
deliver a work-made-for-hire agreement, in a form to be reasonably approved by the City, to the
City upon delivery of such deliverables to the City or at such other time as the City may request.
C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its
employees to, execute, acknowledge, and deliver all applications, specifications, oaths,
assignments, and all other instruments which the City might reasonably deem necessary in order
to apply for and obtain copyright protection, mask work registration, trademark registration
and/or protection, letters patent, or any similar rights in any and all countries and in order to
assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right,
title, and interest in and to the deliverables. The Contractor’s obligations to execute,
acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or
papers such as those described in this Paragraph 38 a., b., and c. shall continue after the
termination of this Contract with respect to such deliverables. In the event the City should not
seek to obtain copyright protection, mask work registration or patent protection for any of the
deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as
Confidential Information under the terms of Paragraph 37 above.
39.PUBLICATIONS: All published material and written reports submitted under the Contract
must be originally developed material unless otherwise specifically provided in the Contract.
When material not originally developed is included in a report in any form, the source shall be
identified.
40.ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior
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
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been employed or retained to solicit or secure the Contract upon any agreement or understanding
for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of
bona fide established commercial or selling agencies maintained by the Contractor for the
purpose of securing business. For breach or violation of this warranty, the City shall have the
right, in addition to any other remedy available, to cancel the Contract without liability and to
deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such
commission, percentage, brokerage or contingent fee.
42.GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract
without liability if it is determined by the City that gratuities were offered or given by the
Contractor or any agent or representative of the Contractor to any officer or employee of the City
of Denton with a view toward securing the Contract or securing favorable treatment with respect
to the awarding or amending or the making of any determinations with respect to the performing
of such contract. In the event the Contract is canceled by the City pursuant to this provision, the
City shall be entitled, in addition to any other rights and remedies, to recover or withhold the
amount of the cost incurred by the Contractor in providing such gratuities.
43.PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer,
employee, independent consultant, or elected official of the City who is involved in the
development, evaluation, or decision-making process of the performance of any solicitation shall
have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any
willful violation of this section shall constitute impropriety in office, and any officer or employee
guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation
of this provision, with the knowledge, expressed or implied, of the Contractor shall render the
Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of
Interest Questionnaire.
44.INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an
employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall
be those of an independent contractor. The Contractor agrees and understands that the Contract
does not grant any rights or privileges established for employees of the City of Denton, Texas for
the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits,
worker’s compensation, or any other City employee benefit. The City shall not have supervision and
control of the Contractor or any employee of the Contractor, and it is expressly understood that
Contractor shall perform the services hereunder according to the attached specifications at the
general direction of the City Manager of the City of Denton, Texas, or his designee under this
agreement. The contractor is expressly free to advertise and perform services for other parties while
performing services for the City.
45.ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the
benefit of the City and the Contractor and their respective successors and assigns, provided
however, that no right or interest in the Contract shall be assigned and no obligation shall be
delegated by the Contractor without the prior written consent of the City. Any attempted
assignment or delegation by the Contractor shall be void unless made in conformity with this
paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity
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
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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 mediator’s fees equally and the
parties will bear their own costs of participation such as fees for any consultants or attorneys they
may utilize to represent them or otherwise assist them in the mediation.
50.JURISDICTION AND VENUE: The Contract is made under and shall be governed by the
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laws of the State of Texas, including, when applicable, the Uniform Commercial Code as
adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that
would refer to and apply the substantive law of another state or jurisdiction. All issues arising
from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree
to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not
be construed or interpreted to limit or restrict the right or ability of the City to seek and secure
injunctive relief from any competent authority as contemplated herein.
51.INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the
Contract shall in no way affect the validity or enforceability of any other portion or provision of
the Contract. Any void provision shall be deemed severed from the Contract and the balance of
the Contract shall be construed and enforced as if the Contract did not contain the particular
portion or provision held to be void. The parties further agree to reform the Contract to replace
any stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this section shall not prevent this entire Contract from
being void should a provision which is the essence of the Contract be determined to be void.
52.HOLIDAYS:The following holidays are observed by the City:
New Year’s Day (observed)
MLK Day
Memorial Day
4th of July
Labor Day
Thanksgiving Day
Day After Thanksgiving
Christmas Eve (observed)
Christmas Day (observed)
New Year’s Day (observed)
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal
Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of
operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of
Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of
operationmust 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
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A.Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any
discriminatory employment practice. No person shall, on the grounds of race, sex, age, disability,
creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected
to discrimination under any activities resulting from this RFQ.
B.Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall
engage in any discriminatory employment practice against individuals with disabilities as
defined in the ADA.
56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded
requirements)
The following federally funded requirements are applicable. A. Definitions. As used in this
paragraph –
i. "Component" means an article, material, or supply incorporated directly into an end product.
ii. "Cost of components" means -
(1) For components purchased by the Contractor, the acquisition cost, including transportation
costs to the place of incorporation into the end product (whether or not such costs are paid to a
domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or
(2) For components manufactured by the Contractor, all costs associated with the manufacture of
the component, including transportation costs as described in paragraph (1) of this definition,
plus allocable overhead costs, but excluding profit. Cost of components does not include any
costs associated with the manufacture of the end product.
iii. "Domestic end product" means-
(1) An unmanufactured end product mined or produced in the United States; or
(2) An end product manufactured in the United States, if the cost of its components mined,
produced, or manufactured in the United States exceeds 50 percent of the cost of all its
components. Components of foreign origin of the same class or kind as those that the agency
determines are not mined, produced, or manufactured in sufficient and reasonably available
commercial quantities of a satisfactory quality are treated as domestic. Scrap generated,
collected, and prepared for processing in the United States is considered domestic.
iv. "End product" means those articles, materials, and supplies to be acquired under the contract
for public use.
v. "Foreign end product" means an end product other than a domestic end product.
vi. "United States" means the 50 States, the District of Columbia, and outlying areas.
B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products
for supplies acquired for use in the United States.
C. The City does not maintain a list of foreign articles that will be treated as domestic for this
Contract; but will consider for approval foreign articles as domestic for this product if the articles
are on a list approved by another Governmental Agency. The Offeror shall submit
documentation with their Offer demonstrating that the article is on an approved Governmental
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
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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 Workers’ Compensation insurance coverage. Respondent shall ensure
compliance with all federal and State tax laws and withholding requirements. The City of Denton
shall not be liable to Respondent or its employees for any Unemployment or Workers'
Compensation coverage, or federal or State withholding requirements. Contractor shall
indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from
Respondent's omission or breach of this Section.
62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions
of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C.
701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide
requirements for drug-free work place (grants), issued by the Office of Management and Budget
and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the
Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply
with the relevant provisions thereof, including any amendments to the final rule that may
hereafter be issued.
63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The
Respondent shall be liable for all damages to government-owned, leased, or occupied property
and equipment caused by the Respondent and its employees, agents, subcontractors, and
suppliers, including any delivery or cartage company, in connection with any performance
pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager
in writing of any such damage within one (1) calendar day.
64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be
responsible for performance under the Contract should it be prevented from performance by an
act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the
fault or negligence of the City of Denton. In the event of an occurrence under this Section, the
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
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commercially reasonable efforts to recommence performance or observance whenever and to
whatever extent possible without delay. The Respondent shall immediately notify the City of
Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar
days of the inception of such occurrence) and describe at a reasonable level of detail the
circumstances causing the non-performance or delay in performance.
65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party
under the Contract will not affect the right of such Party to require performance in the future. No
delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under
the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right
or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed
as a waiver of any continuing or succeeding breach.
66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no
provision of the Contract is in any way intended to constitute a waiver by the City of Denton of
any immunities from suit or from liability that the City of Denton may have by operation of law.
67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting
documents, statistical records, and any other records or books relating to the performances called
for in the Contract. The Respondent shall retain all such records for a period of four (4) years
after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all
audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant
access to all books, records and documents pertinent to the Contract to the CPA, the State
Auditor of Texas, and any federal governmental entity that has authority to review records due to
federal funds being spent under the Contract.
Should a conflict arise between any of the contract documents, it shall be resolved with the
following order of precedence (if applicable). In any event, the final negotiated contract
shall take precedence over any and all contract documents to the extent of such conflict.
1.Final negotiated contract
2.RFP/Bid documents
3.City’s standard terms and conditions
4.Purchase order
5.Supplier terms and conditions
Exhibit D
INSURANCE REQUIREMENTS AND
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WORKERS’ 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
shall maintain such coverage continuously throughout the term of this contract and,
Contract# 6084
DocuSign Envelope ID: 352690CF-0FE0-4629-9FC3-A1004F462AEC
EXHIBIT 4
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# 6084
DocuSign Envelope ID: 352690CF-0FE0-4629-9FC3-A1004F462AEC
EXHIBIT 4
\[X\] 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.
\[X\] WorkersÓ Compensation Insurance
Contractor shall purchase and maintain Workers’ Compensation insurance which, in
addition to meeting the minimum statutory requirements for issuance of such insurance,
has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each
employee, and a $500,000 policy limit for occupational disease. The City need not be
named as an "Additional Insured" but the insurer shall agree to waive all rights of
subrogation against the City, its officials, agents, employees and volunteers for any work
performed for the City by the Named Insured. For building or construction projects, the
Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096
of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ Compensation
Commission (TWCC).
\[ \] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of
the work under this contract, an Owner's and Contractor's Protective Liability insurance
policy naming the City as insured for property damage and bodily injury which may arise
in the prosecution of the work or Contractor's operations under this contract. Coverage
shall be on an “occurrence" basis and the policy shall be issued by the same insurance
company that carries the Contractor's liability insurance. Policy limits will be at least
$500,000.00 combined bodily injury and property damage per occurrence with a
$1,000,000.00 aggregate.
\[ \] Fire Damage Legal Liability Insurance
Coverage is required if Broad form General Liability is not provided or is unavailable to
the contractor or if a contractor leases or rents a portion of a City building. Limits of not
less than each occurrence are required.
\[ \] Professional Liability Insurance
Professional liability insurance with limits not less than $1,000,000.00 per claim with
respect to negligent acts, errors or omissions in connection with professional services is
required under this Agreement.
Contract# 6084
DocuSign Envelope ID: 352690CF-0FE0-4629-9FC3-A1004F462AEC
EXHIBIT 4
\[ \] Builders' Risk Insurance
Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be
provided. Such policy shall include as "Named Insured" the City of Denton and all
subcontractors as their interests may appear.
\[ \] Environmental Liability Insurance
Environmental liability insurance for $1,000,000 to cover all hazards contemplated by
this contract.
\[ \] Riggers Insurance
The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be
provided by a Rigger’s Liability endorsement on the existing CGL coverage; through and
Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11,
Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the
CGL coverage
\[ \] Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery
inside/outside the premises, burglary of the premises, and employee fidelity. The
employee fidelity portion of this coverage should be written on a “blanket” basis to cover
all employees, including new hires. This type insurance should be required if the
contractor has access to City funds. Limits of not less than $ each
occurrence are required.
\[ \] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts
and specific service agreements. If such additional insurance is required for a specific
contract, that requirement will be described in the "Specific Conditions" of the contract
specifications.
Contract# 6084
DocuSign Envelope ID: 352690CF-0FE0-4629-9FC3-A1004F462AEC
EXHIBIT 4
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.
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EXHIBIT 4
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# 6084
DocuSign Envelope ID: 352690CF-0FE0-4629-9FC3-A1004F462AEC
EXHIBIT 4
a. a certificate of coverage, prior to the other person beginning work on
the project; and
b. a new certificate of coverage showing extension of coverage, prior to
the end of the coverage period, if the coverage period shown on the
current certificate of coverage ends during the duration of the project;
5. retain all required certificates of coverage on file for the duration of the
project and for one year thereafter;
6. notify the governmental entity in writing by certified mail or personal
delivery, within 10 days after the person knew or should have known, of
any change that materially affects the provision of coverage of any person
providing services on the project; and
7. Contractually require each person with whom it contracts, to perform as
required by paragraphs (1) - (7), with the certificates of coverage to be
provided to the person for whom they are providing services.
J. By signing this contract or providing or causing to be provided a certificate of
coverage, the contractor is representing to the governmental entity that all
employees of the contractor who will provide services on the project will be
covered by workers' compensation coverage for the duration of the project,
that the coverage will be based on proper reporting of classification codes
and payroll amounts, and that all coverage agreements will be filed with the
appropriate insurance carrier or, in the case of a self-insured, with the
commission's Division of Self-Insurance Regulation. Providing false or
misleading information may subject the contractor to administrative
penalties, criminal penalties, civil penalties, or other civil actions.
K. The contractor’s failure to comply with any of these provisions is a breach of
contract by the contractor which entitles the governmental entity to declare
the contract void if the contractor does not remedy the breach within ten
days after receipt of notice of breach from the governmental entity.
Contract# 6084
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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
Commission’s website within seven business days.
Contract# 6084
DocuSign Envelope ID: 352690CF-0FE0-4629-9FC3-A1004F462AEC
EXHIBIT 4
Contract 6084 Exhibit F
DocuSign Envelope ID: 352690CF-0FE0-4629-9FC3-A1004F462AEC
EXHIBIT 4
Contract 6084 Exhibit F
RFP 6084 - Pricing Sheet for Fiber Optic Installation Services
Contract Services
& Equipment
Type of Service Requested
Estimated
Annual
ITEMQuantityUOMCost of Service
Installation of ADSS fiber optic cable on utility poles as per instructions located
115000FTźƓ ƷŷĻ !ƦƦĻƓķźǣ ƭĻĭƷźƚƓ͵ !ƌƌ ƒğƓǒŅğĭƷǒƩĻƭ requirements for installation of fiber
optic cable shall be met. $ 1.38
Installation of ADSS fiber optic cable in existing conduit as per instructions
210000FT
located in the Appendix section. All maƓǒŅğĭƷǒƩĻƭ ƩĻƨǒźƩĻƒĻƓƷƭ ŅƚƩ źƓƭƷğƌƌğƷźƚƓ
of fiber optic cable shall be met. $ 1.38
Per Splice 36 Fiber Splicing ADSS fiber ( DME supplying Enclosure and all supplies, not
31
Fibers
equipment ) per manufacturers recommendations -Exhibit 4$ 17.00
Per Splice 72
Fiber Splicing ADSS fiber ( DME supplying Enclosure and all supplies, not
41
Fibers equipment ) per manufacturers recommendations -Exhibit 4$ 14.00
Per Splice 144 Fiber Splicing ADSS fiber ( DME supplying Enclosure and all supplies, not
51
Fibers
equipment ) per manufacturers recommendations -Exhibit 4$ 12.00
61EA
ADSS Fiber Cable Prep $ 200.00
71EA
ADSS Enclosure Prep. $ 360.00
81Reel
ADSS 72 Fiber Reel Test and Verification . Documentation of every fiber $ 720.00
91Reel
ADSS 144 Fiber Reel Test and Verification . Documentation of every fiber $ 1,440.00
Per Splice 72
Fiber Splicing OPGW ( DME supplying Enclosure and all supplies, not
101
Fibersequipment)per manufacturers recommendations. $ 14.00
Per Splice 144 Fiber Splicing OPGW ( DME supplying Enclosure and all supplies, not
111
Fibers
equipment)per manufacturers recommendations. $ 12.00
12
1EA
OPGW Fiber Cable Prep $ 390.00
131EA
OPGW Enclosure Prep. $ 390.00
141Reel
OPGW 72 Fiber Reel Test and Verification . Documentation of every fiber $ 720.00
151Reel
OPGW 144 Fiber Reel Test and Verification . Documentation of every fiber $ 1,440.00
5000
16ft
Installation of Pull Tape in existing conduit $ 0.25
175000ft
Rodding existing conduit $ 0.35
Installation of Trace wire in existing conduit as DMEs requirements.
183000ft
$ 0.25
1 man crew to perform small maintinance jobs
19600hr
$ 75.00
1 man crew with Bucket to perform small maintinance jobs
20
20hr
$ 102.50
2 man crew to perform small maintinance jobs
2150hr
$ 115.00
2 man crew with bucket to perform small maintinance jobs
2210hr
$ 144.50
3 man crew to perform small maintinance jobs
2325hr
$ 185.00
3 man crew with bucket to perform small maintinance jobs
10
24hr
$ 203.50
3 man crew with backhoe to perform small maintinance jobs
25
10hr
$ 203.50
Removal (retire) of old Fiber (ADSS)
3000
26ft
$ 0.50
Trenching 2 inch typical 48 inches
27
300ft
$ 4.90
Installation of 2" PVC conuit in open trench
28300ft
$ 0.70
Trenching 4 inch typical 48 inches
29
1ft
$ 5.50
DocuSign Envelope ID: 352690CF-0FE0-4629-9FC3-A1004F462AEC
EXHIBIT 4
Contract 6084 Exhibit F
Contract Services
& Equipment
Type of Service Requested
Estimated
Annual
ITEMQuantityUOMCost of Service
Installation of 4" PVC conuit in open trench
301ft
$ 0.85
Pulling Cat5e or Siamese or Multiple Cables thru conduits or buildings
31200
hr
$ 138.75
Mounting cameras , housing, terminating Cat5e cable
32200hr
$ 102.50
Emergency Services (minimum 4 hours) 1 man crew
33
10hr
$ 152.50
Emergency Services (minimum 4 hours) 2 man crew
345hr
$ 203.50
Emergency Services (minimum 4 hours) 3 man crew
35
1hr
$ 292.50
DocuSign Envelope ID: 352690CF-0FE0-4629-9FC3-A1004F462AEC
EXHIBIT 4
Contract 6084 Exhibit F
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EXHIBIT 4
Contract 6084 Exhibit F
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Contract 6084 Exhibit F
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Contract 6084 Exhibit F
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Contract 6084 Exhibit F
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Contract 6084 Exhibit F
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Contract 6084 Exhibit F
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Contract 6084 Exhibit F
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Contract 6084 Exhibit F
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Contract 6084 Exhibit F
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Contract 6084 Exhibit F
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Contract 6084 Exhibit F
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EXHIBIT 4
Certificate Of Completion
Envelope Id: 352690CF0FE046299FC3A1004F462AECStatus: Sent
Subject: City Council Docusign Item - 6084
Source Envelope:
Document Pages: 47Signatures: 2Envelope 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
6/24/2016 1:54:52 PM karen.smith@cityofdenton.com
Signer EventsSignatureTimestamp
Karen E. SmithSent: 6/24/2016 2:00:06 PM
Completed
karen.smith@cityofdenton.comViewed: 6/24/2016 2:00:18 PM
Assistant Purchasing ManagerSigned: 6/24/2016 2:00:46 PM
Using IP Address: 129.120.6.150
City of Denton
Security Level: Email, Account Authentication
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Not Offered via DocuSign
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BJ EdwardsSent: 6/24/2016 2:00:48 PM
bje@catvdoc.comResent: 6/28/2016 2:30:25 PM
G. M.Viewed: 6/27/2016 9:22:04 AM
Security Level: Email, Account Authentication Signed: 6/28/2016 3:38:16 PM
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John KnightSent: 6/28/2016 3:38:20 PM
john.knight@cityofdenton.comViewed: 6/28/2016 4:29:30 PM
Deputy City AttorneySigned: 6/28/2016 4:29:42 PM
City of Denton
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Julia WinkleySent: 6/28/2016 4:29:45 PM
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Contracts Administration Supervisor
City of Denton
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Howard Martin
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EXHIBIT 4
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Julia WinkleySent: 6/28/2016 3:38:18 PM
julia.winkley@cityofdenton.com
Contracts Administration Supervisor
City of Denton
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Jane Richardson
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Robin Fox
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Accepted: 10/9/2015 1:39:51 PM
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Jennifer Bridges
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EXHIBIT 4
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Jane Richardson
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Darrell Washington
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Timestamp
StatusTimestamps
Envelope SentHashed/Encrypted6/28/2016 4:29:45 PM
EXHIBIT 4
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.
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and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
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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
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EXHIBIT 4
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EXHIBIT 4
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City Hall
City of Denton
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
Legislation Text
File #:ID 16-864,Version:1
AGENDA INFORMATION SHEET
DEPARTMENT:Materials Management
ACM:Bryan Langley
AGENDA DATE:July 19, 2016
SUBJECT
ConsideradoptionofanordinanceacceptingcompetitiveproposalsandawardingacontractforHeating,
Ventilating,andAirConditioning(HVAC)servicesforCityofDenton;providingfortheexpenditureoffunds
therefor;andprovidinganeffectivedate(RFP6101-awardedtoPRKServices,Inc.inathree(3)yearamount
not-to-exceed $500,000).
RFP INFORMATION
ThisRFPistoprovideHeating,Ventilating,andAirConditioning(HVAC)servicesforvariousCitybuildings
onanasneededbasistoassisttheCityofDentonwithrenovations,remodels,andmaintenanceofexisting
facilities.TheCityofDentonFacilitiesManagementDepartmentwilloverseetheworkperformedunderthis
contract.
RequestforProposalsweresentto290prospectivesuppliers,includinglocalsuppliers.Inaddition,
specificationswereplacedontheMaterialsManagementwebsiteforprospectivesupplierstodownload,and
advertisedinthelocalnewspaper.Two(2)responsiveproposalswerereceived,bothfromlocalvendors.The
proposalswereevaluatedbaseduponpublishedcriteriaincludingprice,delivery,compliancewith
specifications,andindicatorsofprobableperformance.ABestandFinalOfferwassolicitedwhichresultedina
clarificationfromCBSMechanicalServices,Inc.(CBS)regardingtheirpricing.Duringthenegotiations,itwas
clearthatCBSMechanicalServicesofferedoptimalpricingforafter-hours,andemergencyservices,however,
PRKServicesofferedveryoptimalpricingforregularservicework.CBSwasverycleartostaff,thatifthey
couldnotobtainallthecontractaward,theywouldwithdrawtheirbid.StaffnegotiationswithCBStoobtain
theoptimalpricingforafter-hoursandemergencyworkwasnotsuccessful.CBSsubsequentlywithdrewtheir
bid,inwrittenform.PRKServices,Inc.mettherequiredspecificationsandwasthereforedeterminedtobethe
best value for the City.
RECOMMENDATION
AwardacontractforHVACservicesfortheCityofDentontoPRKServices,Inc.inathree(3)yearamountnot
-to-exceed $500,000.
PRINCIPAL PLACE OF BUSINESS
City of DentonPage 1 of 2Printed on 7/14/2016
powered by Legistar™
File #:ID 16-864,Version:1
PRK Services, Inc.
Denton, TX
ESTIMATED SCHEDULE OF PROJECT
Thisisaninitialone(1)yearcontractwithoptionstoextendthecontractfortwo(2)additionalone(1)year
periods, with all terms and conditions remaining the same.
FISCAL INFORMATION
Theservicesutilizedthroughthiscontractwillbefundedfromtheusingdepartment’soperatingaccountsor
Capital Improvement Fund project accounts.
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: PRK Services, Inc. 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 7/14/2016
powered by Legistar™
EXHIBIT 1
RFP 6101 - Pricing Sheet for HVAC SERVICES
Respondent's Business Name:PRK SERVICES, INC.
Principal Place of Business (City and State)
DENTON, TEXAS
EST. HRLY
Item #Description
UOMUnit Price
RATE
SECTION A - SERVICE WORK HOURLY RATE:
7 AM - 5 PM / MONDAY THRU FRIDAY
$70.00
11HR
After Normal Working Hours
$105.00
21HR
Holidays
$105.00
31HR
SECTION B - EMERGENCY WORK HOURS: 30 MINUTES RESPONSE TIME:
7 AM - 5 PM / MONDAY THRU FRIDAY
$70.00
41HR
After Normal Working Hours
$105.00
51HR
Holidays
$105.00
61HR
SECTION C - MATERIAL Mark-up:
Material mark-up from wholesale rate (%) with back-up documentation
30%
7
SECTION D - SUB-CONTRACTOR:
Mark-up on subcontractors Labor & Material 10%
8
EVALUATION:
55Price 55
20Compliance to Specification 20
15Delivery15
10Probable Performance10
100TOTAL EVALUATED SCORE100
EXHIBIT 2
ORDINANCE NO. 2016-______
AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A
CONTRACT FOR HEATING, VENTILATING, AND AIR CONDITIONING (HVAC) SERVICES
FOR CITY OF DENTON; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR;
AND PROVIDING AN EFFECTIVE DATE (RFP 6101-AWARDED TO PRK SERVICES, INC.IN
A THREE (3) YEAR AMOUNT NOT-TO-EXCEED $500,000).
WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for
heating, ventilating, and air conditioning services in accordance with the procedures of State law and
City ordinances; and
WHEREAS, the City Manager or a designated employee has received and reviewed and
recommended that the herein described proposals are the most advantageous to the City considering
the relative importance of price and the other evaluation factors included in the request for proposals;
and
WHEREAS, the City Council has provided in the City Budget for the appropriation of funds
to be used for the purchase of the materials, equipment, supplies or services approved and accepted
herein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The items in the following numbered request for proposal for materials,
equipment, supplies or services, shown in the 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
6101 PRK Services, Inc. $500,000
SECTION 2. By the acceptance and approval of the above numbered items of the submitted
proposals, the City accepts the offer of the persons submitting the proposals for such items and
agrees to purchase the materials, equipment, supplies or services in accordance with the terms,
specifications, standards, quantities and for the specified sums contained in the Proposal Invitations,
Proposals, and related documents.
SECTION 3. Should the City and person submitting approved and accepted items and of the
submitted proposals wish to enter into a formal written agreement as a result of the acceptance,
approval, and awarding of the proposals, the City Manager or his designated representative is hereby
EXHIBIT 2
authorized to execute the written contract; provided that the written contract is in
accordance with the terms, conditions, specifications, standards, quantities and specified sums
contained in the Proposal and related documents herein approved and accepted. 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 6101to 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: _________________________________
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City Hall
City of Denton
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
Legislation Text
File #:ID 16-865,Version:1
AGENDA INFORMATION SHEET
DEPARTMENT:Materials Management
ACM:Bryan Langley
AGENDA DATE:July 19, 2016
SUBJECT
ConsideradoptionofanordinanceacceptingcompetitiveproposalsandawardingacontractforPortable
ChemicalToiletRentalServicesfortheCityofDenton;providingfortheexpenditureoffundstherefor;and
providinganeffectivedate(RFP6132-awardedtoUnitedSiteServicesofTexas,Inc.,inathree(3)yearnot-to
-exceed amount of $105,000).
RFP INFORMATION
ThisRFPistoprovideportablechemicaltoiletrentalandservicetovariousCitydepartmentsforjobsitesand
specialevents.Servicesinclude:delivery,removal,relocation,andweeklycleaningofeachunitatvarious
locations.
RequestforProposalsweresentto28prospectivesuppliers,includinglocalsuppliers.Inaddition,
specificationswereplacedontheMaterialsManagementwebsiteforprospectivesupplierstodownload,and
advertisedinthelocalnewspaper.Two(2)responsiveproposalswerereceived.Theproposalwasevaluated
baseduponpublishedcriteriaincludingprice,delivery,compliancewithspecifications,andindicatorsof
probableperformance.UnitedSiteServicesofTexas,Inc.wasrankedthehighestanddeterminedtobethebest
value for the City (Exhibit 1).
Historicalexpendituresforthisservicehaveaveraged$70,000overthelastthree(3)years.However,when
takingintoconsiderationfutureplannedcapitalprojectsandpubliceventsandthecorrespondingneedfor
portablepublictoilets,itisfeasiblethatthiscontractwilleasilyreach$105,000duringthenextthree(3)year
period.
RECOMMENDATION
AwardacontractforportablechemicaltoiletrentalservicestoUnitedSiteServicesofTexas,Inc.,inthe
amountnot-to-exceed$105,000.Thisamountincludesacontingencyforunanticipatedprojectsoreventsthat
may need to utilize the service.
PRINCIPAL PLACE OF BUSINESS
United Site Services, Inc.
City of DentonPage 1 of 2Printed on 7/14/2016
powered by Legistar™
File #:ID 16-865,Version:1
Mansfield, TX
ESTIMATED SCHEDULE OF PROJECT
Thisisaninitialone(1)yearcontractwithoptionstoextendthecontractfortwo(2)additionalone(1)year
periods, with all terms and conditions remaining the same.
FISCAL INFORMATION
TheseserviceswillbefundedfromvariousCitydepartmentoperatingaccountsincludingWater,Wastewater,
Parks, and Streets. Purchase orders will be issued 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:Public Infrastructure
Related Goal:1.2 Develop a high-performance work force
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: Elton Brock at 349-7133.
City of DentonPage 2 of 2Printed on 7/14/2016
powered by Legistar™
EXHIBIT 2
ORDINANCE NO. 2016-______
AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A
CONTRACT FOR PORTABLE CHEMICAL TOILET RENTAL SERVICES FOR THE CITY OF
DENTON; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING
AN EFFECTIVE DATE (RFP 6132-AWARDED TO UNITED SITE SERVICES OF TEXAS, INC.,
IN A THREE (3) YEAR NOT-TO-EXCEED AMOUNT OF $105,000).
WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for
the supply of Portable Chemical Toilet Rental Services in accordance with the procedures of State
law and City ordinances; and
WHEREAS, the City Manager or a designated employee has received and reviewed and
recommended that the herein described proposals are the most advantageous to the City considering
the relative importance of price and the other evaluation factors included in the request for proposals;
and
WHEREAS, the City Council has provided in the City Budget for the appropriation of funds
to be used for the purchase of the materials, equipment, supplies or services approved and accepted
herein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The items in the following numbered request for proposal for materials,
equipment, supplies or services, shfor
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
6132 United Site Services of Texas, Inc. $105,000
SECTION 2. By the acceptance and approval of the above numbered items of the submitted
proposals, the City accepts the offer of the persons submitting the proposals for such items and
agrees to purchase the materials, equipment, supplies or services in accordance with the terms,
specifications, standards, quantities and for the specified sums contained in the Proposal Invitations,
Proposals, and related documents.
SECTION 3. Should the City and person submitting approved and accepted items and of the
submitted proposals wish to enter into a formal written agreement as a result of the acceptance,
approval, and awarding of the proposals, the City Manager or his designated representative is hereby
EXHIBIT 2
authorized to execute the written contract; provided that the written contract is in
accordance with the terms, conditions, specifications, standards, quantities and specified sums
contained in the Proposal and related documents herein approved and accepted. 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 6132to 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: _________________________________
EXHIBIT 3
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND
UNITED SITE SERVICES OF TEXAS, INC.
CONTRACT 6132
THIS CONTRACT is made and entered into this date __________ by and between
th
United Site Services of Texas, Inc., a corporation, whose address is 550 South 5 Avenue,
Mansfield, Texas hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a
home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval
of the Denton City Council and subsequent execution of this Contract by the Denton City Manager
or his duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Supplier shall provide products in accordance with the CityÓs RFP # 6132, Supply of
Portable Chemical Toilet Rental 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, or on file, and incorporated herein by reference:
(a)Special Terms and Conditions(Exhibit ÐAÑ);
(b)City of DentonÓs RFP 6132 (Exhibit ÐBÑ on file at the office of the Purchasing
Agent);
(c)City of Denton Standard Terms and Conditions (Exhibit Ð C Ñ);
(d)Certificate of Interested Parties Electronic Filing (Exhibit ÐDÑ);
(e)SupplierÓs Proposal. (Exhibit "E");
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions
of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence
first to the written agreement then to the contract documents in the order in which they are listed
above. These documents shall be referred to collectively as ÐContract Documents.Ñ
RFP #6132
DocuSign Envelope ID: 28AEA900-C1AA-4BAD-A77D-CCAF8065EF95
EXHIBIT 3
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: ___________
Email ____________________
_________________________________
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
CITY OF DENTON, TEXAS
ATTEST:
JENNIFER WALTERS, CITY SECRETARY BY: _____________________________
HOWARD MARTIN, INTERIM CITY MANAGER
BY: __________________________________ Date:________________________
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: _______________________________
RFP #6132
DocuSign Envelope ID: 28AEA900-C1AA-4BAD-A77D-CCAF8065EF95
EXHIBIT 3
Exhibit A
Special Terms and Conditions
The Quantities indicated on Exhibit E are estimates based upon the best available information.
The City reserves the right to increase or decrease the quantities to meet its actual needs without
any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis.
Product Changes During Contract Term
The supplier shall not change specifications during the contract term without prior approval. Any
deviation in the specifications or change in the product must be approved in advance by the City
of Denton. Notice of a change shall be submitted in writing to
dentonpurchasing@cityofdenton.com, with the above file number in the subject line, for review.
Products found to have changed specifications without notification, and acceptance, will be
returned at the supplierÓs expense. Products that have been installed will be replaced at the
supplierÓs expense.
Authorized Distributor
The supplier shall be the manufacturer or authorized distributor of the proposed products. The
distributor shall be authorized to sell to the City of Denton, and make available the manufacturerÓs
representative as needed by the City.
Contract Terms
The contract term will be one (1) year, effective from date of award. The City and the Supplier
shall have the option to renew this contract for an additional two (2) one-year periods.
The contract shall commence upon the issuance of a Notice of Award by the City of Denton and
shall automatically renew each year, from the date of award by City Council, unless either party
notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton, the
contract may be further extended as needed, not to exceed a total of six (6) months.
Price Escalation and De-escalation
The City will implement an escalation/de-escalation price adjustment semi-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 semi-annual percentage change in the
manufacturerÓs price list. The price adjustment will be de termined quarterly from the award date.
Should the change exceed or decrease a minimum threshold value of +/-1%, then the stated eligible
bid prices shall be adjusted in accordance with the published price change. It is the suppliers
responsibility to request a price adjustment semi-annually in writing. If no request is made, then
it will be assumed that the bid price will be in effect. The supplier must submit or make
available the manufacturers pricing sheet used to calculate the bid proposal, to participate
in the escalation/de-escalation clause.
Total Contract Amount
The contract total shall not exceed $105,000, for a three year period. Pricing shall be per Exhibit
E attached.
RFP #6132
DocuSign Envelope ID: 28AEA900-C1AA-4BAD-A77D-CCAF8065EF95
EXHIBIT 3
Delivery Lead Time
Product or services shall be delivered to the City within one business day, following order being
placed, as noted in Exhibit E.
RFP #6132
DocuSign Envelope ID: 28AEA900-C1AA-4BAD-A77D-CCAF8065EF95
EXHIBIT 3
Exhibit C
City of Denton
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings
and other requirements included in the City of 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 A, B, and C shall apply only to a solicitation to purchase goods, and sections D and E
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 describ ed 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.
6.DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be
RFP #6132
DocuSign Envelope ID: 28AEA900-C1AA-4BAD-A77D-CCAF8065EF95
EXHIBIT 3
shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and
Conditions. Unless otherwise stated in the Offer, the Contrac torÓs 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 facilities.
10.WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the performance
of the services which they will perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while
engaged in participating or responding to a solicitation or while in the course and scope of
delivering goods or services under a City of Denton contract or on the City's property .
i. use or possess a firearm, including a concealed handgun that is licensed under state law,
except as required by the terms of the contract; or
ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled
substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on
the job.
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
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any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the
Contractor shall immediately remove such 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. §7401 et
seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.).
12.INVOICES:
A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase
release after each delivery. If partial shipments or deliveries are authorized by the City, a separate
invoice must be sent for each shipment or delivery made.
B. Proper Invoices must include a unique invoice number, the purchase order or delivery
order number and the master agreement number if applicable, the 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.
13.PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within
thirty (30) calendar days of the CityÓs receipt of the deliverables or of the invoice being received
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in Accounts Payable, whichever is later.
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid
balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the
maximum lawful rate; except, if payment is not timely made for a reason for which the City
may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after
the grounds for withholding payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the
partial shipment or delivery, as stated above, provided that the invoice matches the shipment or
delivery.
D. The City may withhold or set off the entire payment or part of any payment otherwise due the
Contractor to such extent as may be necessary on account of:
i. delivery of defective or non-conforming deliverables by the Contractor;
ii. third party claims, which are not covered by the insurance which the Contractor is
required to
provide, are filed or reasonable evidence indicating probable filing of such claims;
iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment;
iv. damage to the property of the City or the 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 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.
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15.FINAL PAYMENT AND CLOSE-OUT:
A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified
Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance
Report to the Purchasing Manager no later than the 15th calendar day after completion of all 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 oblig ations
under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising
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 termi nation 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 excep t as provided in the ContractorÓs Plan. The Contractor shall not substitute
any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in
writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or
remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan
has been approved, the Contractor is additionally required to submit a monthly Subcontract
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Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day
of each month.
B. 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.
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
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in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and
conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations,
and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall
be new or recycled merchandise, and not used or reconditioned.
A. Recycled deliverables shall be clearly identified as such.
B. The 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 CityÓs 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 impai r 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 a ny 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.
C. If the Contractor is unable or unwilling to perform its services in accordance with the above
standard as required by the City, then in addition to any other available remedy, the City may
reduce the amount of services it may be required to purchase under the Contract from the
Contractor, and purchase conforming services from other sources. In such event, the Contractor
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shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such
services from another source.
23.ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If,
instead of requiring immediate correction or removal and replacement of defective or non-
conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay
all claims, costs, losses and damages attributable to the 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 p erform, 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 subm itted 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.
28.TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the
Contract, in whole or in part, without cause any time upon thirty (30) calendar daysÓ prior written
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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
limit ed to the agents, officers and employees of the City, the Contractor, the ContractorÓs
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
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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 provid e 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
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
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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 provi de the City thirty (30) calendar daysÓ written
notice of erosion of the aggregate limits below occurrence limits for all applicable
coverageÓs indicated within the Contract.
xiv. The insurance coverageÓs specified in within the solicitation and requirement s 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 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 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
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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. Further, 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 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
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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 shal l 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 obliga tions 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.
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.
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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 Conflict of
Interest Questionnaire.
44.INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an
employer/employee relationship, a partnership, or a joint venture. The 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 compensation, or any other City employee benefit. The City shall not have supervision and
control of the Contractor or any employee of the Contractor, and it is expressly understood that
Contractor shall perform the services hereunder according to the attached specifications at the general
direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The
contractor is expressly free to advertise and perform services for other parties while performing
services for the City.
45.ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the
benefit of the City and the Contractor and their respective successors and assigns, provided
however, that no right or interest in the Contract shall be assigned and no obligation shall be
delegated by the Contractor without the prior written consent of the City. Any attempted
assignment or delegation by the Contractor shall be void unless made in conformity with this
paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity
not a party hereto; it being the intention of the parties that there are no third party beneficiaries to
the Contract.
46.WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole
or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration and is in writing signed by the aggrieved party. No waiver by either
the Contractor or the City of any one or more events of default by the other party shall operate as,
or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an
express or implied acceptance of any other existing or future default or defaults, whether of a
similar or different character.
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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 l 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.
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
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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 D ay (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.
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.
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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
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
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defined by the United States Department of Labor Davis-Bacon Wage Determination at
http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov
for Denton County, Texas (WD-2509).
60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor
or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent
must comply with all applicable laws at all times, including, without limitation, the following: (i)
§36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code,
which prohibits the offering or conferring of benefits to public servants. The Respondent shall give
all notices and comply with all laws and regulations applicable to furnishing and performance of
the Contract.
61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-
site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530
of the Revenue Act of of 1978, dealing with issuance of Form W-2's to common law employees.
Respondent is responsible for both federal and State unemployment insurance coverage and
standard 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
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
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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 terms and conditions
4. Purchase order
5. Supplier terms and conditions
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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 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.
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EXHIBIT 3
Certificate Of Completion
Envelope Id: 28AEA900C1AA4BADA77DCCAF8065EF95Status: Sent
Subject: City Council Docusign Item -6132
Source Envelope:
Document Pages: 25Signatures: 2Envelope Originator:
Certificate Pages: 6Initials: 0Robyn Forsyth
AutoNav: Enabledrobyn.forsyth@cityofdenton.com
EnvelopeId Stamping: EnabledIP Address: 129.120.6.150
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
Record Tracking
Status: OriginalHolder: Robyn ForsythLocation: DocuSign
6/29/2016 6:57:58 AM robyn.forsyth@cityofdenton.com
Signer EventsSignatureTimestamp
Robyn ForsythSent: 6/29/2016 7:08:59 AM
Completed
robyn.forsyth@cityofdenton.comViewed: 6/29/2016 7:09:08 AM
BuyerSigned: 6/29/2016 7:09:18 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:
Adam JacobsSent: 6/29/2016 7:09:20 AM
adam.jacobs@unitedsiteservices.comViewed: 6/29/2016 7:44:09 AM
General Counsel and SecretarySigned: 6/29/2016 7:45:50 AM
United Site Services of California, Inc.
Using IP Address: 45.42.48.10
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Accepted: 6/29/2016 7:44:09 AM
ID: 20156e02-5b27-449f-979c-a7102203d45b
John KnightSent: 6/29/2016 7:45:53 AM
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City Hall
City of Denton
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
Legislation Text
File #:ID 16-867,Version:1
Agenda Information Sheet
SUBJECT
ConsiderapprovaloftheminutesofMay2,May3,May10,May17,May24,June6,June7,June14,June21,
and June 28, 2016.
City of DentonPage 1 of 1Printed on 7/14/2016
powered by Legistar™
CITY OF DENTON CITY COUNCIL MINUTES
May 2, 2016
After determining that a quorum was present, the City Council convened in a Work Session on
Monday, May 2, 2016 at 11:30 a.m. in the Airport Meeting Room at the Denton Airport Terminal
Building at Denton Enterprise Airport, 5000 Airport Road, Denton, Texas.
PRESENT: Council Member Roden, Council Member Johnson, Council Member Hawkins,
Council Member Briggs, Mayor Pro Tem Gregory, Council Member Wazny and
Mayor Watts.
ABSENT: None.
1.Work Session Reports
ID-16-572 Receive a report and hold a discussion regarding the Denton Airport including but
not limited to airport development on the east and west sides, US Aviation Group Fixed Base
Operator (FBO) Business Plan, and Business Air Management FBO Business Plan.
Quentin Hix, Director of Aviation, stated that there would be four fifteen minutes segments for
presentations to the Council. He reviewed the current and proposed development on the east side
of the Airport.
Council discussed when incentives were presented to prospects.
Damon Ward, Business Air, presented information on their fixed based operations for fuel and
hanger services. That information included a company update, new hanger 2016 construction,
FBS renovation, expansion of their Charter fleet and marketing activities.
Mark Taylor, US Aviation Group, presented information on the history of the company centering
on professional flight training. He also reviewed information their helicopter services, types of
training that were available, aircraft and instructors, simulator, key personnel and economic impact
to the Airport.
Dave Shaumberg, Airport Operations Manager, provided information on the west side of the
Airport, ramp development, the proposed future Loop 288 relative to the Airport, utility services
and west runway alignment.
Council discussed the Airport access plan for the west side, entry signs for the Airport, economic
development strategy update, and what the City could do to provide better service to businesses at
the Airport.
2.Concluding Items
A.Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City
Council or the public with specific factual information or recitation of policy, or accept a
proposal to place the matter on the agenda for an upcoming meeting AND Under Section
551.0415 of the Texas Open Meetings Act, provide reports about items of community
interest regarding which no action will be taken, to include: expressions of thanks,
congratulations, or condolence; information regarding holiday schedules; an honorary or
City of Denton City Council Minutes
May 2, 2016
Page 2
salutary recognition of a public official, public employee, or other citizen; a reminder about
an upcoming event organized or sponsored by the governing body; information regarding
a social, ceremonial, or community event organized or sponsored by an entity other than
the governing body that was attended or is scheduled to be attended by a member of the
governing body or an official or employee of the municipality; or an announcement
involving an imminent threat to the public health and safety of people in the municipality
that has arisen after the posting of the agenda.
There were no items presented by Council.
With no further business, the meeting was adjourned at 1:04 p.m.
__________________________________
CHRIS WATTS
MAYOR
CITY OF DENTON, TEXAS
__________________________________
JENNIFER WALTERS
CITY SECRETARY
CITY OF DENTON, TEXAS
CITY OF DENTON CITY COUNCIL MINUTES
June 28, 2016
After determining that a quorum was present, the City Council convened in a Work Session on
Tuesday, June 28, 2016 at 1:00 p.m. in the Council Work Session Room at City Hall.
PRESENT: Council Member Hawkins, Council Member Briggs, Council Member Wazny,
Council Member Gregory, Mayor Pro Tem Roden, Council Member Bagheri, and
Mayor Watts.
ABSENT: None.
1. Work Session Reports
A. ID 16-805 Receive a presentation and hold a discussion regarding the Texas Woman’s
University (TWU) master planning activities, the conceptual planning of university facilities
necessary for future campus development, and the service and infrastructure impacts on both
the University and the City.
Chancellor Feyten presented a video regarding a future vision for TWU that included master
planning activities, a conceptual planning of university facilities necessary for future campus
development and the service and infrastructure impacts on both the University and the City.
Council discussed considerations for moving Bell Avenue; remodeling Bell rather than move it
from the current location; plans for TWU to continue to build up rather than out during expansion;
consideration of reconstruction of Ruddell; the partnership between the City and the University;
and a discussion of current projects being built on campus.
Council convened in a Closed Meeting at 1:45 p.m. to discuss the items listed below:
1. Closed Meeting:
A. ID 16-800 Deliberations regarding Real Property - Under Texas Government Code
Section 511.072; Consultation with Attorneys - Under Texas Government Code
Section 551.071.
Receive information from staff, discuss, deliberate, and provide staff with direction
regarding the potential acquisition of real property interests generally located in (1)
the Gibson Myers Survey, Abstract No. 843, The Johnson, Green, Myers, and
Brummell Survey, Abstract No. 1699, the Moses H. Davis Survey, Abstract No. 377,
and the William Wilburn Survey, Abstract No. 1419, and (2) the William A.
Thompson Survey, Abstract No. 1238, both located in the City of Denton, Denton
County, Texas, for the possible construction of an electric generation facility where
deliberation in an open meeting would have a detrimental effect on the position of a
governmental body in negotiations with a third party. Consultation with the City’s
attorney’s regarding legal issues associated with the acquisition of the real property
interests described above where a public discussion of these legal matters would
conflict with the duty of the City’s attorneys to the City of Denton and the Denton
City Council under the Texas Disciplinary Rules of Professional Conduct of the State
City of Denton City Council Minutes
June 28, 2016
Page 2
Bar of Texas, or would jeopardize the City’s legal position in any administrative
proceeding or potential litigation.
B. ID 16-816 Consultation with Attorneys - Under Texas Government Code Section
551.071.
Consult with City’s attorneys with regard to Item # 16-555 of the June 28, 2016
Special Called Meeting Agenda, as it concerns legal issues associated with that item
where a public discussion of this legal matter would conflict with the duty of the
City’s attorneys under the Texas Disciplinary Rules of Professional Conduct of the
State Bar of Texas.
C. ID 16-817 Deliberations regarding a Personnel Matter under Government Code
Section 551.074 - Consultation with Attorneys under Government Code Section
551.071.
Consultation, discussion, and deliberation about the appointment and duties of the
Interim City Manager; consultation with the City’s attorneys regarding associated
legal issues where discussion of these legal matters in an open meeting would conflict
with the duty of the City’s attorneys to the City of Denton and the Denton City
Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar
of Texas, or would jeopardize the City’s legal position in any administrative
proceeding or potential litigation.
Council reconvened in Open Session at 5:15 p.m. Mayor Watts questioned Council if they wished
to continue with all of the Work Session items. Consensus of the Council was to continue with
the Work Session items. However, they decided to move the Individual Items for Consideration
before the Work Session Items.
1.ITEMS FOR INDIVIDUAL CONSIDERATION
Ordinance No. 2016-191
A. ID 16-555 Consider adoption of an ordinance of the City of Denton, Texas,
authorizing the City Manager to execute a Professional Services Agreement with
Sawko and Burroughs, P.C., for Professional Services related to collection of
delinquent taxes on behalf of the City of Denton; and establishing an effective date.
Bryan Langley, Assistant City Manager, presented an update on the delinquent tax collection
services contract. He recapped the information on the current contract, the request for clarification
process, the proposals received, and the staff recommendation. He also presented information on
historical collection rates. The conclusion was to continue to recommend the Sawko and
Burroughs firm.
Council discussed how a five year contract was determined and a review of the determination of
the selection criteria
City of Denton City Council Minutes
June 28, 2016
Page 3
Mayor Watts noted that any public comment on this item would be limited to only the guarantee
amount. No other items would be allowed.
The following individuals submitted Speaker Cards:
Jill Jester – opposed
Matthew Tepper – opposed
Mark Burroughs – favor
Willie Hudspeth - negotiate the terms
Council discussed payment to the City of taxes not collected.
Mayor Pro Tem Roden motioned, Council Member Gregory seconded to approve the ordinance.
Mayor Watts stated that he would like a shorter term for the contract such as one or two years.
Council Member Wazny agreed with a shorter term option.
Council Member Gregory stated that he could be in favor of a three year contract.
Council Member Bagheri stated that she would not be in favor of a 3 or 5 year contract with this
firm.
Mayor Pro Tem Roden amended his motion for a two year contract. Council Member Gregory
was agreeable to the amendment.
Council asked Mr. Burroughs if he would be in favor of a two year contract which he agreed with.
On roll call vote, Council Member Hawkins "aye", Council Member Briggs "nay", Council
Member Wazny "aye", Mayor Watts "aye", Mayor Pro Tem Roden "aye", Council Member
Bagheri "nay", and Council Member Gregory "aye". Motion carried with a 5-2 vote.
Ordinance No. 2016-192
B. ID 16-762 Consider adoption of an ordinance authorizing the City Manager, or his
authorized designee to execute an agreement or agreements by and between the City
of Denton, Texas and the Texas Municipal Power Agency (TMPA), that provides for
terms and conditions under which the parities will be jointly manage the responsibility
of the operations of TMPA, in substantial conformity with the attached exhibits;
authorizing the expenditure of funds therefor; and providing an effective date.
Phil Williams, DME General Manager, presented the details regarding the joint operating
agreement with TMPA which would provide the structure for future operations with or without
generation. The proposed effective date was 9/1/16 with each member city adopting concurrent
ordinances.
Council Member Gregory motioned, Mayor Pro Tem Roden seconded to adopt the ordinance. On
roll call vote, Council Member Hawkins "aye", Council Member Briggs "aye", Council Member
City of Denton City Council Minutes
June 28, 2016
Page 4
Wazny "aye", Mayor Watts "aye", Mayor Pro Tem Roden "aye", Council Member Bagheri "aye",
and Council Member Gregory "aye". Motion carried unanimously.
Ordinance No. 2016-193
C. ID 16-797 Consider adoption of an ordinance of the City of Denton, Texas
authorizing the City Manager to execute a Second Amendment to a Professional
Services Agreement by and between the City of Denton, Texas and Teague Nall and
Perkins, Inc. for engineering and surveying services relating to the Fiscal Year 2015-
2016 Wastewater Collection System Improvements Project; authorizing the
expenditure of funds therefor; providing an effective date (File 5756 in the additional
amount not-to-exceed $93,600; aggregating a total not-to-exceed $397,430).
Howard Martin, Assistant City Manager, stated that the amendment was for the inclusion of two
water lines that were not in the original scope of service.
Council Member Wazny motioned, Council Member Hawkins seconded to adopt the ordinance.
On roll call vote, Council Member Hawkins "aye", Council Member Briggs "aye", Council
Member Wazny "aye", Mayor Watts "aye", Mayor Pro Tem Roden "aye", Council Member
Bagheri "aye", and Council Member Gregory "aye". Motion carried unanimously.
Ordinance No. 2016-194
D. ID 16-814 Consider adoption of an ordinance regarding settlement of the pending
litigation entitled: The City of Denton, Texas v NRG Power Marketing, LLC, et al.,
Cause No. 15-01404-16 in the 16th Judicial District Court in and for Denton County,
Texas; discuss, deliberate and provide staff with direction.
Phil Williams, DME General Manager, reviewed the settlement ordinance with NRG.
Mayor Pro Tem Roden motioned, Council Member Wazny seconded to adopt the ordinance. On
roll call vote, Council Member Hawkins "aye", Council Member Briggs "aye", Council Member
Wazny "aye", Mayor Watts "aye", Mayor Pro Tem Roden "aye", Council Member Bagheri "aye",
and Council Member Gregory "aye". Motion carried unanimously.
Resolution No. R2016-016
E. ID 16-815 Consider approval of a resolution of the City Council of the City of Denton,
Texas, appointing an Interim City Manager; setting forth the terms of the
appointment; setting forth the Interim City Manager’s salary; and providing an
effective date.
Council Member Gregory motioned, Council Member Hawkins seconded to approve the
resolution appointing Howard Martin Interim City Manager effective July 2, 2016 with a 5% salary
increase during his term as interim.
Willie Hudspeth did not speak on the resolution but rather spoke on the lack of African American
firefighters in the City.
City of Denton City Council Minutes
June 28, 2016
Page 5
On roll call vote, Council Member Hawkins "aye", Council Member Briggs "aye", Council
Member Wazny "aye", Mayor Watts "aye", Mayor Pro Tem Roden "aye", Council Member
Bagheri "aye", and Council Member Gregory "aye". Motion carried unanimously.
2. CONCLUDING ITEMS
A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from
the City Council or the public with specific factual information or recitation of policy,
or accept a proposal to place the matter on the agenda for an upcoming
meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide
reports about items of community interest regarding which no action will be taken, to
include: expressions of thanks, congratulations, or condolence; information regarding
holiday schedules; an honorary or salutary recognition of a public official, public
employee, or other citizen; a reminder about an upcoming event organized or
sponsored by the governing body; information regarding a social, ceremonial, or
community event organized or sponsored by an entity other than the governing body
that was attended or is scheduled to be attended by a member of the governing body
or an official or employee of the municipality; or an announcement involving an
imminent threat to the public health and safety of people in the municipality that has
arisen after the posting of the agenda.
Council Member Bagheri asked for a discussion on the possible consolidation of the dispatch
th
facilities on the July 19 meeting.
Council Member Bagheri suggested hiring a city auditor in concert with a search for a city
manager.
Mayor Pro Tem Roden asked that staff provide a selection of firms in which to do a national search
for new city manager.
Council returned to the Work Session Items.
Item C was considered.
C. ID 16-778 Receive a report, hold a discussion, and give staff direction regarding the Novaces
Agile Economic Development consulting report and the goals, accomplishments, and
upcoming strategic priorities of the Economic Development Division.
Aimee Bissett, Director of Development Services, presented information on the Novaces Agile
Economic Development consulting report including the goals, accomplishments, and upcoming
strategic priorities of the Economic Development division. She also discussed alignment between
departmental priorities and the City’s Strategic Plan and receive Council direction. She reviewed
the background of the Economic Development Strategic Action Agenda that had one primary
strategy. A goal tree was developed to assist with the process with four critical success factors.
The RFP Response process was included in the study and the results were presented.
Council discussed the RFP process and possible related incentives.
City of Denton City Council Minutes
June 28, 2016
Page 6
Bissett continued with key focus points which included combining economic development with
Planning and Building Inspections which created better communication among parties and with
prospects; the creation of an economic development response team, and the utilization of economic
impact software.
Council discussed the value of having the parallel entity with both economic develop proposals
and the budget impact if maintaining the same process.
Consensus of the Council was to move forward with the recommendations as noted in the report.
Item B was considered.
B. ID 16-651 Receive a report, hold a discussion, and give staff direction regarding goals,
accomplishments, and upcoming strategic priorities for the Department of Development
Services.
Aimee Bissett, Director of Development Services, stated that the objective of the presentation was
to review departmental accomplishments and achievements from the previous year and
departmental goals. She reviewed the departments and services that made up the Department of
Development Services. The Planning Division workload was reviewed along with the process of
development review teams. Building Inspections workload in terms of number of permits issues
was presented. Inspections/day per inspector were also presented. The Key Focus Areas 3 relating
to economic development were noted along with Key Action steps. Bissett stated that the 16-17
goals included continued improved service to customers and an improved image.
Munal Mauladad, Deputy Director of Development Services, presented the Kaizen team
recommendations.
Mayor Pro Tem Roden left the meeting.
The Denton land development process summary was presented along with a standardized project
review process. Council discussed the review process.
D. ID 16-498 Receive a report, hold a discussion, and give staff direction regarding the
Economic Development Investment Fund and the Downtown Reinvestment Grant Fund.
This item was not considered.
E. ID 16-776 Receive a report, hold a discussion and provide staff direction regarding the Street
Maintenance Department and Traffic Operations Division’s Annual Programs.
This item was not considered.
With no further business, the meeting was adjourned at 8:31 p.m.
City of Denton City Council Minutes
June 28, 2016
Page 7
__________________________
CHRIS WATTS
MAYOR
CITY OF DENTON, TEXAS
__________________________
JENNIFER WALTERS
CITY SECRETARY
CITY OF DENTON, TEXAS
CITY OF DENTON CITY COUNCIL MINUTES
May 3, 2016
After determining that a quorum was present, the City Council convened in a Work Session on
Tuesday, May 3, 2016 at 4:00 p.m. in the Council Work Session Room at City Hall.
PRESENT: Council Member Roden, Council Member Johnson, Mayor Watts, Council Member
Hawkins, Council Member Briggs, Mayor Pro Tem Gregory, and Council Member
Wazny.
ABSENT: None.
1. Citizen Comments on Consent Agenda Items
There were no citizen comments on Consent Agenda Items.
2. Requests for clarification of agenda items listed on the agenda for May 3, 2016.
Council Member Briggs asked where the money for the operation for Consent Agenda Item F
would be coming from. Staff indicated that the money would be from discretionary funding for
projects that might not be known at this time.
Council Member Briggs asked if Consent Agenda Item G included the Courthouse.
Emerson Vorel, Director of Parks and Recreation, stated that the recycling would continue with
city staff. This contract was to surface wash the sidewalk and pick up loose trash.
Mayor Watts asked if this was a new award.
Vorel stated that this had been done for a long time.
Mayor Watts asked if this was for the Square.
Vorel stated that it was for the Square, Hickory and Cedar Streets.
Mayor Watts asked about TIF funding.
Vorel stated that part of the funding would be from HOT funds. The Council had discussed the bid
process for the project and how much funding should come from the General Fund,
Mayor Pro Tem Roden asked about the FTE that was added for this type of work during the last
budget cycle.
Vorel stated that an FTE was added partly for the maintenance on Hickory but not just for litter.
It included emptying additional trash cans and maintenance of irrigation and planter beds. That
was only a portion of the work that the individual would do; it included other areas around the city.
Council Member Roden asked about the scope of the service contract and if it included Hickory
west of the Square or only east.
Vorel stated that it was one bock west.
City of Denton City Council Minutes
May 3, 2016
Page 2
Council Member Roden suggested that as new businesses evolved on Oak and Hickory that those
areas also be included.
Council Member Wazny stated that the purchase of the building next door would add continuity
to the area for city government uses.
Council Member Hawkins about Consent Agenda Item B.
Vorel stated that it purchased the northeast corner of the property; a strip along the bottom of the
property was ESA. It would be purchased with park dedication funds and be preserved as upland
habitat.
Council Member Hawkins asked if Consent Agenda Item K, a consulting service, was needed
under the Local Government Code.
Scott Payne, Risk Manager, stated that the Code allowed the City to hire a consultant. It was done
to do so to help the City with the insurance program.
Council Member Johnson suggested that in conjunction with Consent Agenda Item L staff look
proactively at streets similar around the University with similar parking conditions and consider
what procedures might be workable.
Mayor Watts suggested considering a policy on more of a global scale throughout the city.
Mark Nelson, Director of Transportation, stated that the Traffic Safety Commission had a
discussion on a more comprehensive look at these types of parking situations.
Council Member Wazny suggested considering the use of fire protection services for the streets
that were difficult to travel.
Nelson stated that there was a balance to work with neighborhoods for the right to park on the
street and maintain public safety.
Mayor Watts asked if there was any discussion regarding the restrictions.
Nelson stated yes but the Commission felt that the only way to address the issue was with a 24/7
ban which was the endorsement from the Commission.
Council Member Johnson asked that the item be pulled for individual consideration.
3. Work Session Reports
A. ID 16-551 Receive a report, hold a discussion and give staff direction on a funding
recommendation reports from the Community Development Advisory Committee (CDAC)
and the Human Services Advisory Committee (HSAC); and the proposed 2016-17 Action
Plan for Housing and Community Development.
City of Denton City Council Minutes
May 3, 2016
Page 3
Barbara Ross, Community Development Division Manager, introduced chairs Larry Banes and
Sheryl English to present recommendations to the Council. The recommendations were included
in the proposed 2016-17 Action Plan.
Larry Barnes, Chair-Community Development Advisory Committee, presented the Committee's
recommendations for funding. These included CDBG and Home funds. The requested amounts
were closer to the amounts allocated with almost all of the requesting agencies receiving full
funding. Several of the agencies were receiving more than what was requested.
Council discussion included the use of unused funds, what the Minor Repair Program involved,
the development of a key map of projects for public information, the difference between Home
Improvement and Minor Repair programs, and the fact that there typically was more demand than
available funding for Home Improvement, the Minor Repair Program and the Homebuyer
Assistance Programs.
Sheryl English, Chair-Human Services Advisory Committee, presented the recommendations for
funding from the Committee. She reviewed the recommendation process and that 18 of the 23
requested agencies would be receiving funding.
Council discussion included the policy that determined the funding numbers; goals of per capita
amounts; and whether funding amounts were tracked over the last several years;
B. ID 16-588 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.
Bryan Langley, Assistant City Manager, reviewed three work force improvement programs which
included Lean Government, Innovation Program and Leadership Excellence and Enhancement
Program (LEEP). Lean Government used a series of techniques to identify and eliminate waste in
processing procedures and activities.
Council suggested an Informal Staff Report on more specifics regarding the dollars saved and in
what areas.
Langley continued that the Innovation program was used to solicit creative ideas and implement
suggestions to improve service. The LEEP Program was a formal program to develop leadership
and management competencies for employees. He reviewed the next steps in the process and the
timelines for the completion of each of the programs.
Council discussed recognition for these programs and the participants and the challenge from the
staff perspective on what the Council did to promote and/or discourage innovation;
Following the completion of the Work Session, the City Council convened in a Closed Meeting at
5:37 p.m. in the City Hall Conference Room to consider the specific items listed below under the
Closed Meeting section of this agenda.
1. Closed Meeting:
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May 3, 2016
Page 4
A. ID 16-541 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)
B. ID 16-542 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)
C. ID 16-599 Consultation with Attorneys - Under Texas Government Code, Section 551.071.
Consultation, discussion, deliberation and receipt of information from the City’s attorneys
involving legal matters relating to the annexation or extension/renewal of non-annexation
agreements for eligible properties, and to provide the City’s attorneys with direction, where
a public discussion of these legal matters would clearly 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.
Regular Meeting of the City of Denton City Council at 6:30 p.m. in the Council Chambers at City
Hall.
1.PLEDGE OF ALLEGIANCE
The Council and members of the audience recited the Pledge of Allegiance to the U. S. and Texas
flags.
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May 3, 2016
Page 5
2.PROCLAMATIONS/PRESENTATIONS
A. ID 16-523 Hallie’s Heroes Day
Mayor Watts presented the proclamation for Hallie's Heroes Day.
B. ID 16-569 Bike Month
Mayor Watts presented the proclamation for Bike Month.
C. ID 16-571 Motorcycle Safety and Awareness Month
Mayor Watts presented the proclamation for Motorcycle Safety and Awareness Month.
D. ID 16-573 National Children’s Mental Health Awareness Day
Mayor Watts presented the proclamation for Children's Mental Health Awareness Day.
E. ID 16-574 Denton County MHMR Connections Fundraising Event
Mayor Watts presented the proclamation for Denton County MHMR Connections Fundraising
Event.
F. ID 16-582 Building Safety Month
Mayor Watts presented the proclamation for Building Safety Month.
3. PRESENTATION FROM MEMBERS OF THE PUBLIC
A. Review of procedures for addressing the City Council. B. Receive Scheduled Citizen
Reports from Members of the Public.
1. ID 16-583 David Zoltner regarding "Decorum" and Rule of Procedure 2-29
(c)(3)h.
Dr. Zoltner presented information on addressing individual council members during public
comments. He had information from the AG office that it was not permissible to restrict what
individuals said about the members of the Council. Open Mic speakers and citizen reports were
different procedures. Open mic would not allow discussion but citizen reports have topics posted
and should be debatable by Council.
2. ID 16-590 Isabel Cano regarding sidewalks.
Ms. Cano presented information on sidewalks in Denton and felt that there should be priorities to
bridge the gaps of sidewalks around elementary schools. She presented information of the gaps in
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May 3, 2016
Page 6
sidewalks around Newton Rayzor Elementary School. She also presented information on Wendell
School and Lee Elementary School which had sidewalks. She suggested a quarter of a mile around
the schools for sidewalks.
Council Member Roden asked about a tool to allow neighborhoods to petition for sidewalks as a
way to leverage of donation of right-of-way for sidewalks.
Council Member Johnson stated that the DISD not provide bus service within 2 miles of a school
and a priority was needed for the older neighborhoods to get sidewalks established.
Council Member Hawkins asked for an Informal Staff Report regarding more manned crosswalks.
C. Additional Citizen Reports
1.Ken Gold spoke in support of the City Charter regarding a city auditor. He felt a city
auditor was needed and Council needed to appoint one.
4.CONSENT AGENDA
Mayor Watts announced that Items L and N would be pulled for individual consideration.
Council Member Hawkins motioned, Mayor Pro Tem Gregory seconded to adopt the Consent
Agenda and accompanying ordinance and resolution with the exception of Item L and N. On roll
call vote, Council Member Roden "aye", Council Member Johnson "aye", Mayor Watts "aye",
Council Member Hawkins "aye", Council Member Briggs "aye", Mayor Pro Tem Gregory "aye",
and Council Member Wazny "aye". Motion carried unanimously.
Ordinance No. 2016-133
A. ID 16-536 Consider adoption of 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).
Ordinance No. 2016-134
B. ID 16-540 Consider adoption of an ordinance of the City of Denton, authorizing the
execution of a real estate sales contract ("contract") between the City of Denton
("City"), as buyer, and DW Carmel, LLC ("owner"), as seller, for the purchase of a
6.394 acre tract, more or less, being situated in the Gideon Walker Survey, Abstract
no. 1330, located in Denton, Denton County, Texas, also known as Lot 1, Block KK,
Villages of Carmel Phase 5B a pending subdivision plat, Denton County Texas,
and known locally as the 5400 block of Edwards Road, Denton, Denton County,
Texas, and is more particularly described in the contract attached as Exhibit "A", for
the purchase price of Two Hundred Seventy Eight Thousand Three Hundred Twenty
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May 3, 2016
Page 7
Five Dollars and no/10 ($278,325.00); authorizing the expenditure of funds therefor;
and, providing an effective date.
Approved the appointment of the board members noted below.
C. ID 16-545 Consider appointment of board members for Tax Increment Financing
Zone Number One (Downtown TIF).
Resolution No. R2016-011
D. ID 16-546 Consider approval of a resolution approving the Downtown Tax Increment
Fund (Downtown TIF #1) 2015 Annual Report.
Ordinance No. 2016-135
E. ID 16-559 Consider adoption of an ordinance of the City of Denton, Texas amending
the Fiscal Year 2015-2016 Budget and Annual Program of Services of the City of
Denton to allow for adjustments to the Tree Mitigation Fund of ninety two thousand
eight hundred and fifty dollars ($92,850); declaring a municipal purpose; providing a
severability clause; providing an open meetings clause; and providing for an effective
date.
Ordinance No. 2016-136
F. ID 16-560 Consider adoption of an ordinance of the City of Denton authorizing the
City Manager or his designee to execute a contract through the Buy Board
Cooperative Purchasing Network for the acquisition of 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).
Ordinance No. 2016-137
G. ID 16-561 Consider adoption of 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 6011-awarded to Entrust One Facility
Services, Inc. in the three (3) year not-to-exceed amount of $255,000).
Ordinance No. 2016-138
H. ID 16-562 Consider adoption of 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 6056-awarded to Schweitzer Engineering Laboratories, Inc. in the three (3)
year not-to-exceed amount of $860,000). The Public Utilities Board recommends
approval (7-0).
Ordinance No. 2016-139
I. ID 16-564 Consider adoption of 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
City of Denton City Council Minutes
May 3, 2016
Page 8
effective date (RFP 6066-awarded to Thelin Recycling Company, LP in a three (3)
year amount not to exceed $750,000). The Public Utilities Board recommends
approval (7-0).
Ordinance No. 2016-140
J. ID 16-565 Consider adoption of 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).
Ordinance No. 2016-141
K. ID 16-567 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 to McGriff, Seibels & Williams of Texas, Inc. in a three (3)
year amount not to exceed $145,500).
Approved the donation as noted below.
M. ID 16-575 Consider approving the donation of 13 oil and watercolor prints by the late
Martha Robbins as Public Art pursuant to the City of Denton’s Donations of Public
Art Policy. The Public Art Committee recommends approval (7-1).
Item L was considered.
Ordinance No. 2016-142
L. ID 16-568 Consider adoption of 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
Traffic Safety Commission recommends approval (4-0).
Council discussed the proposal which was initiated by the neighborhood and approved by the
Traffic Safety Commission. It was noted that these same issues were highlighted by other areas in
the city and there was a need for a city-wide policy. A suggestion was made to talk with the Fire
Department about streets that presented problems with truck passage.
Willie Hudspeth felt that sidewalks were important for the children in order to keep them safe.
This issue needed to be kept in the forefront until it was resolved.
Council Member Roden motioned, Mayor Pro Tem Gregory seconded to adopt the ordinance. On
roll call vote, Council Member Roden "aye", Council Member Johnson "aye", Mayor Watts "aye",
Council Member Hawkins "aye", Council Member Briggs "aye", Mayor Pro Tem Gregory "aye",
and Council Member Wazny "aye". Motion carried unanimously.
Item N. was considered.
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May 3, 2016
Page 9
Ordinance No. 2016-143
N. ID 16-584 Consider adoption of an ordinance of the City of Denton, Texas, authorizing
the execution of a contract for sale of real estate ("Contract"), between the City of
Denton, Texas ("City"), as buyer, and Denton County, Texas ("County"), as seller, for
the purchase a 1.083 acre tract, more or less, located in the B.B.B. & C. Railroad
Company Survey, Abstract No. 185, Denton County, Texas, and located generally on
the north side of the 300 block of East McKinney Street, Denton, Denton County,
Texas, and more particularly described in the Contract of Sale attached to the ordinance
as Exhibit "A", for the purchase price of One Million and No/100 Dollars
($1,000,000.00); and providing an effective date. (Denton County Courthouse Annex
property purchase - 301 East McKinney Street)
Council Member Johnson left the meeting with a potential conflict of interest.
Willie Hudspeth questioned if Council Member Johnson was involved in any of the deliberations
concerning this property.
City Attorney Burgess stated that he had not been present.
Council Member Hawkins motioned, Council Member Roden seconded to adopt the ordinance.
On roll call vote, Council Member Roden "aye", Mayor Watts "aye", Council Member Hawkins
"aye", Council Member Briggs "aye", Mayor Pro Tem Gregory "aye", and Council Member
Wazny "aye". Motion carried unanimously.
Council Member Johnson returned to the meeting.
5.ITEMS FOR INDIVIDUAL CONSIDERATION
Ordinance No. 2016-144
A. ID 16-557 Consider adoption of an ordinance approving a First Amendment to a Tax
Abatement Agreement between the City of Denton and Peterbilt Motors Company
setting forth all the required terms of the Tax Abatement Agreement in accordance
with the terms of Chapter 312 of the Texas Tax Code; setting forth the various
conditions precedent to Peterbilt Motors Company, receiving the Tax Abatement;
providing for a severability clause; and providing an effective date.
Aimee Bissett, Director of Development Services, stated that this was an amendment for a tax
abatement agreement with Peterbilt. It would change the base year from 2017 to 2016. She
reviewed the history of Peterbilt Motors in Denton; Peterbilt's efforts in helping
expansion/relocation of suppliers/vendors to Denton; the original project approved in 2015; the
current expansion project; considerations under Chapter 312 of the Local Government Code;
project valuation estimate; amendment request in terms of abatement figures; and the total
requested incentive. The recommendation from the Economic Development Partnership Board
was presented which approved the amendment to include Phase 2 at 70% for 7 years.
Willie Hudspeth questioned what the basis was for giving incentive agreements.
City of Denton City Council Minutes
May 3, 2016
Page 10
Council discussed the criteria for considering a tax abatement and other programs such as 380
agreements.
Mayor Pro Tem Gregory motioned, Council Member Johnson seconded to adopt the ordinance.
On roll call vote, Council Member Roden "aye", Council Member Johnson "aye", Mayor Watts
"aye", Council Member Hawkins "aye", Council Member Briggs "aye", Mayor Pro Tem Gregory
"aye", and Council Member Wazny "aye". Motion carried unanimously.
6. PUBLIC HEARINGS
Ordinance No. 2016-145
A. ID 16-428 Hold a public hearing and consider adoption of an ordinance of the City of
Denton, Texas, adopting Standards of Care for Youth/Teen Programs administered
by Denton’s Parks and Recreation Department pursuant to Texas Human Resources
Code Section 42.041 (b) (14); and providing an effective date. (The Parks, Recreation
and Beautification Board recommended approval 6-0).
Kathy Schaefer, Youth/Teen Services Manager, presented the standards of care for the Parks
recreations programs. Each year the State required a public hearing for these standards. The
Standards were posted on the website and added qualifications for program specialists. The
recreation centers were added in the standards of care.
The Mayor opened the public hearing.
Willie Hudspeth submitted a Speaker Card but did not address the topic. Instead he spoke on the
lack of African American hires in the Parks Department.
The Mayor closed the public hearing
Council Member Briggs motioned, Council Member Hawkins seconded to adopt the ordinance.
On roll call vote, Council Member Roden "aye", Council Member Johnson "aye", Mayor Watts
"aye", Council Member Hawkins "aye", Council Member Briggs "aye", Mayor Pro Tem Gregory
"aye", and Council Member Wazny "aye". Motion carried unanimously.
B. ID 16-522 Hold a public hearing inviting citizens to comment on the City of Denton’s
2016-17 Action Plan for Housing and Community Development.
The Mayor opened the public hearing.
Barbara Ross, Community Development Division Manager, stated that the State required a 30 day
public comment period and have the Action Plan posted on the website for public comment.
There were no speakers.
The Mayor closed the public hearing.
No action was required on this item.
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May 3, 2016
Page 11
7. PRESENTATION FROM MEMBERS OF THE PUBLIC
A. Review of procedures for addressing the City Council. B. Receive Scheduled Citizen
Reports from Members of the Public.
1. ID 16-539 Willie Hudspeth regarding code enforcement, ethics ordinance and citizen
reports at the end of the meeting.
Mr. Hudspeth commented on a Community Improvement Services Officer who was working with
him regarding possible violations at his business. In terms of an ethics ordinance, he urged the
Council to get one completed as soon as possible. Citizens should not have to wait to the end of
the meeting to speak to Council.
8. CONCLUDING ITEMS
A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from
the City Council or the public with specific factual information or recitation of policy,
or accept a proposal to place the matter on the agenda for an upcoming
meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide
reports about items of community interest regarding which no action will be taken, to
include: expressions of thanks, congratulations, or condolence; information regarding
holiday schedules; an honorary or salutary recognition of a public official, public
employee, or other citizen; a reminder about an upcoming event organized or
sponsored by the governing body; information regarding a social, ceremonial, or
community event organized or sponsored by an entity other than the governing body
that was attended or is scheduled to be attended by a member of the governing body
or an official or employee of the municipality; or an announcement involving an
imminent threat to the public health and safety of people in the municipality that has
arisen after the posting of the agenda.
Council Member Johnson requested a work session or Informal Staff Report on what the City
could do for Habitat for Humanity with items such as impact fees.
B. Possible Continuation of Closed Meeting topics, above posted.
There was no continuation of the Closed Meeting.
With no further business, the meeting was adjourned at 7:59 p.m.
_________________________ _____________________________
CHRIS WATTS JENNIFER WALTERS
MAYOR CITY SECRETARY
CITY OF DENTON, TEXAS CITY OF DENTON, TEXAS
CITY OF DENTON CITY COUNCIL MINUTES
May 10, 2016
After determining that a quorum was present, the City Council of the City of Denton, Texas
convened in a Work Session on Tuesday, May 10, 2016 at 4:00 p.m. in the Council Work Session
Room at City Hall.
PRESENT: Council Member Roden, Council Member Johnson, Mayor Watts, Council Member
Hawkins, Council Member Briggs, Mayor Pro Tem Gregory, and Council Member
Wazny.
ABSENT: None.
1. Work Session Reports
A. ID 16-598 Receive a report, hold a discussion and give staff direction about the Historic
Preservation Officer’s proposed method and timeline for amending the Denton Development
Code relating to Historic Preservation.
Roman McAllen, Historic Preservation Officer, stated that this presentation would center on the
timeline for amending the Denton Development Code in terms of historic preservation. He
reviewed the history of historic preservation in Denton which started in approximately 1980. A
timeline for the ordinance revisions in 2016 was reviewed. Four public meetings would be held
by June for citizen ideas. Next steps included concerns for historic preservation, drafting a
proposed ordinance, and reviewing that draft with the community and the Historic Landmark
Commission. The Council and Planning and Zoning Commission would also review the draft
ordinance.
Council Member Roden asked about the scope of the ordinance rewrite. Some sections were easier
fixes while others were more complicated.
McAllen stated there would be an update of the general ordinance for procedures, and a
presentation of each section to individual neighborhoods to make the ordinance better.
Council discussion included a plan to notify the historic neighborhoods and steps needed to begin
new historic districts.
Special Called Meeting of the City of Denton City Council at 5:00 p.m. in the Council Chambers
at City Hall.
1.PLEDGE OF ALLEGIANCE
The Council and members of the audience recited the Pledge of Allegiance to the U. S. and Texas
flags.
Mayor Watts announced that Public Hearing 5B would not be considered.
City of Denton City Council Minutes
May 10, 2016
Page 2
2.ITEMS FOR INDIVIDUAL CONSIDERATION
First Reading
A. A15-0016e Conduct the first of two readings of an ordinance to annex an
approximately 23.24 acre property generally located on the west side of Geesling
Road, approximately 700 feet south of East University Drive (US 380), within the
Moreau Forrest Survey, Abstract No. 417, in Denton County, Texas.
Aimee Bissett, Director of Development Services, presented the details of the public hearing. This
was a voluntary annexation as the property was scheduled to be developed. Two public hearings
had already taken place and this was the first reading of the ordinance. She read the ordinance
caption into the record.
The Mayor opened the public hearing.
No one spoke during the public hearing.
The Mayor closed the public hearing.
Mayor Pro Tem Gregory motioned, Council Member Johnson seconded to adopt the ordinance on
first reading. On roll call vote, Council Member Roden "aye", Council Member Johnson "aye",
Mayor Watts "aye", Council Member Hawkins "aye", Council Member Briggs "aye", Mayor Pro
Tem Gregory "aye", and Council Member Wazny "aye". Motion carried unanimously.
3. PUBLIC HEARINGS
Ordinance No. 2016-146
A. Z16-0002 & S15-0014a Hold a public hearing and consider adoption of an ordinance
of the City of Denton, Texas, regarding a rezoning from Neighborhood Residential 3
District (NR-3) to Neighborhood Residential 6 District (NR-6) and a Specific Use
Permit (SUP) for Elderly Housing. The approximately 5-acre site is generally located
on west side of North Carroll Boulevard and approximately 138 feet south of Strata
Drive; and providing for a penalty in the maximum amount of $2,000.00 for
violations thereof; providing a severability clause and an effective date. The Planning
and Zoning Commission recommends approval with conditions 6-0. (Z16-0002 and
S15-0014).
The Mayor opened the public hearing.
Aimee Bissett, Director of Development, stated this was a rezoning and specific use permit for
elderly housing. The property was the current Denton Rehabilitation Center. She presented the site
plan indicating a small expansion, updating of the facade and courtyard. Rezoning and the specific
use permit were required as these changes could not be made without them. She reviewed the
landscape buffer, elevation of the facade, the current zoning map, future land use map, and the
considerations for approval. The Planning and Zoning Commission recommended approval with
City of Denton City Council Minutes
May 10, 2016
Page 3
the condition that it comply with site plan and landscape plan provided. Staff recommended
approval as well.
No one spoke during the public hearing.
The Mayor closed the public hearing.
Council Member Johnson motioned, Council Member Hawkins seconded to adopt the ordinance
with the conditions as stated. On roll call vote, Council Member Roden "aye", Council Member
Johnson "aye", Mayor Watts "aye", Council Member Hawkins "aye", Council Member Briggs
"aye", Mayor Pro Tem Gregory "aye", and Council Member Wazny "aye". Motion carried
unanimously.
B. ID 16-591 Hold a public hearing and consider adoption of an ordinance of the City Council
of the City of Denton, Texas ordaining the City’s participation in the Texas Enterprise Zone
Program pursuant to the Texas Enterprise Zone Act, Chapter 2303, Texas Government Code
("Act"), providing tax incentives, designating a liaison for communication with the interested
parties, and nominating WinCo Foods, LLC to the Office of the Governor, Economic
Development and Tourism (OOGEDT) through the Economic Development Bank (the
"Bank") as an Enterprise Project ("Project").
This item was not considered.
4. CONCLUDING ITEMS
A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City
Council or the public with specific factual information or recitation of policy, or accept a
proposal to place the matter on the agenda for an upcoming meeting AND Under Section
551.0415 of the Texas Open Meetings Act, provide reports about items of community
interest regarding which no action will be taken, to include: expressions of thanks,
congratulations, or condolence; information regarding holiday schedules; an honorary or
salutary recognition of a public official, public employee, or other citizen; a reminder about
an upcoming event organized or sponsored by the governing body; information regarding a
social, ceremonial, or community event organized or sponsored by an entity other than the
governing body that was attended or is scheduled to be attended by a member of the
governing body or an official or employee of the municipality; or an announcement involving
an imminent threat to the public health and safety of people in the municipality that has arisen
after the posting of the agenda.
Council Member Briggs asked for a clarification on the change from Verizon to Frontier and the
poor service.
Council Member Briggs commented on the living conditions in affordable housing units and
requested the units be referred to Community Improvement Services.
Council Member Wazny requested an update on the state of the space study and salary study.
City of Denton City Council Minutes
May 10, 2016
Page 4
Mayor Watts requested a discussion on the request by the United Way to use a portion of City Hall
West for veteran’s usage.
Mayor Watts read a statement from the Mayor of Whitesboro regarding use of city equipment
following their tornado.
With no further business, the meeting was adjourned at 5:15 p.m.
__________________________
CHRIS WATTS
MAYOR
CITY OF DENTON, TEXAS
__________________________
JENNIFER WALTERS
CITY SECRETARY
CITY OF DENTON, TEXAS
CITY OF DENTON CITY COUNCIL MINUTES
May 17, 2016
The City of Denton City Council convened in the Work Session Room on Tuesday, May 17, 2016
at 5:30 p.m. to attend a reception honoring City Council.
After determining that a quorum was present, the City Council Texas convened in a Regular
Meeting on Tuesday, May 17, 2016 at 6:30 p.m. in the Council Chambers at City Hall.
PRESENT: Council Member Hawkins, Council Member Briggs, Council Member Wazny,
Mayor Watts, Mayor Pro Tem Gregory, Council Member Johnson, and Council
Member Roden.
ABSENT: None.
1.PLEDGE OF ALLEGIANCE
The Council and members of the audience recited the Pledge of Allegiance to the U. S. and Texas
flags.
2.ITEMS FOR INDIVIDUAL CONSIDERATION
Ordinance No. 2016-147
A. ID 16-611 Consider adoption of an ordinance canvassing the returns and declaring
the results of the Regular Municipal Election to elect two City Council Members to
Places 5 and 6 and a Mayor to Place 7 held in the city of Denton on May 7, 2016; and
providing an effective date.
City Secretary Walters read the final vote totals for the regular Municipal Election indicating that
Dalton Gregory, Place 5; Sara Bagheri, Place 6; and Chris Watts, Mayor had obtained the required
number of votes for election.
Council Member Roden motioned, Council Member Hawkins seconded to adopt the ordinance.
On roll call vote, Council Member Hawkins "aye", Council Member Briggs "aye", Council
Member Wazny "aye", Mayor Watts "aye", Mayor Pro Tem Gregory "aye", Council Member
Johnson "aye", and Council Member Roden "aye". Motion carried unanimously.
Ordinance No. 2016-148
B. ID 16-612 Consider adoption of an ordinance canvassing the returns and declaring
the results of a Recall Election held in the city of Denton on May 7, 2016; and
providing an effective date.
City Secretary Walters read the final vote totals for the special Recall Election which indicated
that Joey Hawkins would not be recalled.
Council Member Johnson motioned, Council Member Wazny seconded to adopt the ordinance.
On roll call vote, Council Member Hawkins "aye", Council Member Briggs "aye", Council
Member Wazny "aye", Mayor Watts "aye", Mayor Pro Tem Gregory "aye", Council Member
Johnson "aye", and Council Member Roden "aye". Motion carried unanimously.
City of Denton City Council Minutes
May 17, 2016
Page 2
C. ID 16-613 Oath of Office administered to newly elected Council Members.
City Secretary Walters administered the Oath of Office to Dalton Gregory – Place 5; Sara Bagheri
– Place 6; and Chris Watts – Mayor.
D. ID 16-614 Election of Mayor Pro Tem.
Mayor Pro Tem Gregory nominated Council Member Roden for Mayor Pro Tem.
Council Member Wazny nominated Mayor Pro Tem Gregory. Mayor Pro Tem Gregory declined
the nomination.
Council Member Briggs nominated Council Member Wazny.
On roll call vote for Council Member Roden for Mayor Pro Tem, Council Member Hawkins "aye",
Mayor Watts "aye", Mayor Pro Tem Gregory "aye", Council Member Johnson "aye", and Council
Member Roden "aye". Council Member Wazny, “nay” and Council Member Briggs, “nay”.
Motion carried with a 5-2.
E. ID 16-630 Resolution of Appreciation for Council Member Johnson.
Mayor Watts read the Resolution of Appreciation for Council Member Johnson.
Mayor Pro Tem Roden motioned, Council Member Gregory seconded to approve the resolution.
On roll call vote, Council Member Hawkins "aye", Council Member Briggs "aye", Council
Member Wazny "aye", Mayor Watts "aye", Mayor Pro Tem Gregory "aye", Council Member
Bagheri "aye", and Council Member Roden "aye". Motion carried unanimously.
3.CONCLUDING ITEMS
A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from
the City Council or the public with specific factual information or recitation of policy,
or accept a proposal to place the matter on the agenda for an upcoming
meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide
reports about items of community interest regarding which no action will be taken, to
include: expressions of thanks, congratulations, or condolence; information regarding
holiday schedules; an honorary or salutary recognition of a public official, public
employee, or other citizen; a reminder about an upcoming event organized or
sponsored by the governing body; information regarding a social, ceremonial, or
community event organized or sponsored by an entity other than the governing body
that was attended or is scheduled to be attended by a member of the governing body
or an official or employee of the municipality; or an announcement involving an
imminent threat to the public health and safety of people in the municipality that has
arisen after the posting of the agenda.
There were no concluding items from Council.
City of Denton City Council Minutes
May 17, 2016
Page 3
With no further business, the meeting was adjourned at 7:20 p.m.
__________________________
CHRIS WATTS
MAYOR
CITY OF DENTON, TEXAS
__________________________
JENNIFER WALTERS
CITY SECRETARY
CITY OF DENTON, TEXAS
CITY OF DENTON CITY COUNCIL MINUTES
May 24, 2016
After determining that a quorum was present, the City Council convened in a Work Session on
Tuesday, May 24, 2016 at 3:00 p.m. in the Council Work Session Room at City Hall.
PRESENT: Council Member Bagheri, Mayor Watts, Council Member Hawkins, Council
Member Briggs.
ABSENT: Mayor Pro Tem Roden, Council Member Gregory, and Council Member Wazny.
1. Work Session Reports
A. ID 16-658 Receive a report, hold a discussion, and give staff direction regarding a request
on behalf of the Denton County Behavioral Health Leadership Team with backbone support
from United Way of Denton County in collaboration with the Dallas VA North Texas
Health Care System for use of a portion of City Hall West.
Joe Mulroy, representing Denton County Behavioral Health Leadership Team, stated that the
City had three members on the team - Mayor Watts, Bryan Langley, and Chief Howell. He
stated that Veteran's Association had a clinic on Colorado Blvd. but there was only 400 square
feet that was available for mental health services. The VA was currently working on an RFP for
a new clinic. The VA anticipated that it would take two to three years to get the RFP completed.
Gary Henderson, United Way of Denton County, stated that there were currently 46,000 veterans
in Denton County. The VA was committed to increasing the capacity of mental health services
if they could be provided a 5,000 square foot facility in the interim pending their new facility.
The VA estimated that based on current projected data a 3,000-person mental health services
opportunity existed among current VA enrollees due to limited facility space. In 2015, the VA
reported 1,800 Denton County veterans received mental health services in the Denton CBOC,
while 4,800 Denton County veterans were in need of mental health services.
Henderson stated that they were seeking facility space from the community and this would be an
opportunity for the City to engage with the VA and provide immediate access to mental health
services to citizens and others who might be travelling to Dallas and Ft. Worth for services.
The Council discussed staffing of physicians and office staff for the clinic, technology, and
services provided for military-related duty. General Consensus of the Council was to move
forward with the request.
Following the completion of the Work Session, the City Council convened in a Closed Meeting
at 3:31 p.m. to consider the specific items listed below under the Closed Meeting section of this
agenda.
1. Closed Meeting:
A. ID 16-632 Deliberations Regarding Certain Public Power Utilities: Competitive Matters -
Under Texas Government Code Section 551.086. Receive a presentation from Denton
Municipal Electric staff ("DME") regarding public power competitive and financial
City of Denton City Council Minutes
May 24, 2016
Page 2
matters pertaining to plans, strategies, opportunities, and developments for generation
improvements to the DME system; discuss and deliberate strategies regarding same;
discuss and deliberate opportunities and strategies for the City to acquire purchased power
and enter into agreements regarding the same, in order to meet its future energy needs.
Discuss, deliberate and provide Staff with direction.\[TMPA\]
Special Called Meeting of the City of Denton City Council at 4:25 p.m. in the Council Work
Session Room at City Hall.
1.PLEDGE OF ALLEGIANCE
The Council and members of the audience recited the Pledge of Allegiance to the U.S. and Texas
flags.
2.ITEMS FOR INDIVIDUAL CONSIDERATION
Resolution No. R2016-012
A. ID 16-642 Consider approval of a resolution by the City of Denton, Texas ("City"),
approving a change in the rates of Atmos Energy Corporation, Mid-Tex Division
("Atmos") as a result of a settlement between Atmos and the Atmos Texas Municipalities
("ATM") under the rate review mechanism; finding the rates set by the attached tariffs to
be just and reasonable; finding that the meeting complied with the Open Meetings Act;
requiring delivery of the resolution to the company and legal counsel; and declaring an
effective date.
Anita Burgess, City Attorney, stated that this was a proposed settlement between Atmos and the
Atmos Texas Municipalities.
John Knight, Assistant City Attorney, stated that around March 1 of this year, Atmos filed a rate
case with the City and asked for a rate increase of over 6%. The ATM cities had retained the law
firm of Herrera & Boyle to assist with the Atmos rate case discussions. The ATM’s counsel
presented its findings to Atmos. Atmos did not agree with that and negotiations continued.
Atmos has agreed to the compromise offer of 5.5%. Staff recommended approval.
Council Member Hawkins motioned, Council Member Briggs seconded to approve the
resolution. On roll call vote, Council Member Bagheri "aye", Mayor Watts "aye", Council
Member Hawkins "aye", and Council Member Briggs "aye". Motion carried unanimously (4-0).
Approved the noise exception request listed below.
B. ID 16-665 Consider a request for an exception to the Noise Ordinance for the purpose of
the Last of the Rubber Gloves live music event to be held outdoors in the fenced yard of
Rubber Gloves Rehearsal Studio (RGRS), located at 409 E. Sycamore St., on Friday, June
3, Saturday, June 4, and Sunday, June 5, 2016, from 1:00 p.m. to 2:00 a.m. RGRS
specifically requested an exception to increase sound levels from 70 to 75 decibels and for
an extension for hours from 1:00 p.m. to 2:00 a.m.
City of Denton City Council Minutes
May 24, 2016
Page 3
George Campbell, City Manager, stated that staff was not certain the event was going to proceed
as planned but recommended the Council approve the request for the exception.
Council Member Briggs motioned, Hawkins seconded to approve the noise exception. On roll
call vote, Council Member Bagheri "aye", Mayor Watts "aye", Council Member Hawkins "aye",
and Council Member Briggs "aye". Motion carried unanimously (4-0).
3. PUBLIC HEARINGS
Ordinance No. 2016-149
A. ID 16-634 Hold a public hearing and consider adoption of an ordinance of the City
Council of the City of Denton, Texas ordaining the City’s participation in the Texas
Enterprise Zone Program pursuant to the Texas Enterprise Zone Act, Chapter 2303,
Texas Government Code ("Act"), providing tax incentives, designating a liaison for
communication with the interested parties, and nominating WinCo Foods, LLC to the
Office of the Governor, Economic Development and Tourism (OOGEDT) through the
Economic Development Bank (the "Bank") as an Enterprise Project ("Project").
The Mayor opened the public hearing.
Caroline Booth, Assistant Director for Economic Development, stated that she would provide a
brief overview of the WinCo Foods Distribution Center Project. She stated that this project was
on a 77-acre site in the Westpark Business Park.This was the City of Denton’s largest economic
development project to date, both in terms of capital investment and in square footage under
roof. The company invested about $130 million in this project or would by its completion. The
facility would have more than 850,000 square feet under roof. The project would create more
than 165 jobs with an estimated annual payroll of $7.2 million. She stated that WinCo had
assumed responsibility for completion of the Westpark Tax Increment Reinvestment Zone
Project Plan Phase I which included improvements to roadways, drainage, water, wastewater
infrastructure along Western Boulevard in the Westpark Business Park.
Booth stated that the Texas Enterprise Zone Program was created as a tool for local communities
to partner with the State to promote job creation and capital investment in economically
distressed areas. The first step in the application process was that the local community
nominated a company as an Enterprise Project. The nominating community must also offer
some form of local tax incentives to the project. Nominated projects were then eligible to apply
for state sales and use tax refunds on qualified expenditures. Applications were scored on
criteria that reflected the distress of the area, state priority, and local and private effort. These
applications were taken on a quarterly basis by the State and WinCo was aiming for a June 1
deadline. WinCo Foods’ site at 300 S. Western Boulevard was within an existing Enterprise
Zone.
Booth stated that a local tax incentive was a pre-requisite for a company being nominated for the
program and reiterated what the Council had adopted as WinCo’s reimbursement and incentive.
There were four mechanisms by which WinCo would be reimbursed. Total reimbursement for
public infrastructure costs to WinCo by implementing Phase I of the TIRZ Project Plan was an
estimated $7.4 million. Once WinCo was fully reimbursed for those project costs, the economic
City of Denton City Council Minutes
May 24, 2016
Page 4
development incentive would kick in and that total incentive over four years was estimated at
$1.7 million.
Booth stated there would be some benefits to WinCo Foods if this project was approved by the
State. WinCo would be designated as an Enterprise Project from June 1, 2016 to June 1, 2021.
They could potentially receive a state sales and use tax refund of about $412,500 – which was
based on 165 new full-time jobs at $2,500 per job. Twenty-five percent of the new jobs created
by the project must be filled by people who were either economically disadvantaged or were
residents of an enterprise zone within the City’s jurisdiction - which was about 42 full-time jobs.
It was also beneficial to the City to be in partnership with the State on a significant economic
development project like this. Nominating WinCo as an Enterprise Project had no fiscal impact
to the City because the reimbursements that would be made to WinCo would come from the
State. The nomination simply enabled the project to be eligible to apply to the program and
receive reimbursement from the State.
Council Member Hawkins asked what was meant by economically disadvantaged.
Booth stated that some of the criteria listed for what made someone economically disadvantaged
included people that had been unemployed for at least 3 months, people that were homeless,
people that had a physical or mental disability, people that received public assistance, or people
whose total family income met low or moderate income limits under Section 8.
Council Member Briggs asked if the City had nominated any other companies for this program.
Booth stated that the City had entered into the process of nomination with Aldi Foods, but they
had requested to stop the nomination process. The City had also submitted an application for
Target Distribution Center and that was not accepted by the State.
Council Member Bagheri asked who provided the economic development incentive
reimbursement.
Booth stated that was not a reimbursement, it was part of the 380 agreement with the City.
WinCo would be refunded a portion of their taxes after they had paid them.
The Council discussed aspects of the jobs the company could receive reimbursement for.
Reece McDonald, with Bryan LLC and a consultant on behalf of WinCo, stated that the jobs the
company would be reimbursed for must pay above the county average wage and WinCo’s
exceeded that number.
Watts asked for a follow-up email with the county’s average wage.
Bagheri asked if WinCo was receiving incentives from anyone else.
Booth stated that the County was participating in an incentive. They were contributing 40% of
the TIRZ reimbursement for the WinCo site.
The following individuals spoke during the public hearing.
City of Denton City Council Minutes
May 24, 2016
Page 5
Carol Soph, 1620 Victoria, shared other types of incentives that could be offered to other
businesses looking to locate in Denton.
Ed Soph, 1620 Victoria, shared some information regarding corporate involvement with solar
installations and thought it would be valuable to look into a company’s background and check
their commitment to energy conservation and being environmentally conscious.
Ken Gold, 2512 Natchez Trace, asked if there was anything learned from the previous
nominations for Aldi and Target.
The Mayor closed the public hearing.
Council Member Bagheri asked that the same data in the presentations be made available in the
Agenda Information Sheet particularly the funding information.
Council Member Hawkins motioned; Council Member Bagheri seconded to adopt the ordinance.
On roll call vote, Council Member Bagheri "aye", Mayor Watts "aye", Council Member
Hawkins "aye", and Council Member Briggs "aye". Motion carried unanimously (4-0).
4.
CONCLUDING ITEMS
A.Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the
City Council or the public with specific factual information or recitation of policy, or
accept a proposal to place the matter on the agenda for an upcoming meeting AND
Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of
community interest regarding which no action will be taken, to include: expressions of
thanks, congratulations, or condolence; information regarding holiday schedules; an
honorary or salutary recognition of a public official, public employee, or other citizen; a
reminder about an upcoming event organized or sponsored by the governing body;
information regarding a social, ceremonial, or community event organized or sponsored
by an entity other than the governing body that was attended or is scheduled to be
attended by a member of the governing body or an official or employee of the
municipality; or an announcement involving an imminent threat to the public health and
safety of people in the municipality that has arisen after the posting of the agenda.
Council Member Briggs asked for a discussion regarding planting fruit trees in parks.
Council Member Bagheri asked if Keep Denton Beautiful could include fruit trees in their
giveaway program.
With no further business, the meeting was adjourned at 5:22 p.m.
______________________________ ______________________________
CHRIS WATTS JANE RICHARDSON
MAYOR ASSISTANT CITY SECRETARY
CITY OF DENTON, TEXAS CITY OF DENTON, TEXAS
CITY OF DENTON CITY COUNCIL MINUTES
June 6, 2016
After determining that a quorum was present, the City Council convened in a Work Session on
Monday, June 6, 2016 at 11:30 a.m. at the Public Safety Training Facility, Conference Room C,
at City Hall East, 719 E. Hickory Street, Denton.
PRESENT: Mayor Watts, Council Member Hawkins, Council Member Briggs, Mayor Pro Tem
Gregory, and Council Member Wazny.
ABSENT: Council Member Roden.
1.Receive a report, hold a discussion and provide staff direction regarding police operations,
services, and receive a tour of Police facilities.
Lee Howell, Police Chief, stated that the mission of the Police Department was to enhance the
quality of life in the community through excellent public service, protection of life and property,
and impartial enforcement of the law. He reviewed the values which included professionalism,
respect, integrity, dedication and excellence. He reviewed the staff diversity of the Police
Department and Animal Services.
Howell stated that over the past ten years, the City’s crime rate had dropped. Calls for Service and
Non-Injury Crashes had increased. Fatality Crashes had reached an all-time high. Municipal Jail
Arrests were down. The Communication Center 911 calls were pushing 144,000 calls per year.
Howell reviewed the Department’s accomplishments for 2015-16: A fully implemented body
camera program. A downtown plan was in place with dedicated coverage. Expanded
youth-focused outreach programs. Continued to exceed 80% live release rate at the Linda McNatt
Animal Adoption Center. Denton Public Safety Training Center provided over 6000 hours of
th
training: graduated 4 Basic Peace Officer Academy class, provided 132 hours of public education
and 64 hours of City of Denton classes.
Howell stated that the Police Department had implemented the second phase of the body camera
program with an average annual cost of $80,000. They had a three-year contract with the option
to renew to five years. This included cloud storage through Evidence.com.
Howell stated that the Department was dedicated to engaging the community and developing
partnerships with citizens to address quality of life concerns and criminal activity. The Department
remained focused on its outreach efforts to residential neighborhoods, apartment complexes, and
retail and business establishments. The Department’s social media presence continued to grow
through interactions with citizens on Facebook, Twitter, and the Nextdoor program. The
Department also placed an emphasis on establishing relationships with residents and business
owners in the Downtown and Entertainment Districts.
Howell stated that the Communications Division provided 911 emergency service and dispatched
calls for both Police and Fire in the City. He stated that a consultant specializing in
communications operations was currently conducting a study of the division’s space needs.
Howell stated that the 800 mhz radio system needed to be upgraded to a digital system. Motorola
was going to stop support for these kind of radios by 2018. There would be a significant cost for
the upgrade.
City of Denton City Council Minutes
June 6, 2016
Page 2
City Manager Campbell stated that this would be a high priority in the budget and funding would
be an issue.
Howell stated that future goals for the Department included: Increase patrol coverage. Address
traffic enforcement and safety related concerns. Improve communication center facility and
service delivery. Enhance crime lab and forensic capabilities. Renovate police facilities. Increase
“in-service” training. Continue technology enhancements. Address response times.
He stated that calls for service had increased about 15% over the last five years. With continued
growth of the community, there was an increased demand for neighborhood patrol presence,
increased volume of traffic on city streets and a related increase in traffic crashes. There was an
issue of having at least one patrol officer available to immediately respond to a serious-nature
service call, such as crimes in progress and incidents where citizens were likely to be in imminent
danger. He stated that response times were an issue. This issue involved the length of time it took
an officer, once dispatched to a call, to arrive at the scene. Excessive response times were directly
tied to the staffing levels of on-duty personnel. He stated that the City tried to respond in five
minutes.
Howell stated that officers were not able to conduct proactive activities, such as patrols of problem
locations or neighborhoods, traffic enforcement, community policing activities, and general
neighborhood visibility patrol work.
The Council and staff then went on a tour of the Police Department.
2.Concluding Items
A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City
Council or the public with specific factual information or recitation of policy, or accept a
proposal to place the matter on the agenda for an upcoming meeting AND Under Section
551.0415 of the Texas Open Meetings Act, provide reports about items of community
interest regarding which no action will be taken, to include: expressions of thanks,
congratulations, or condolence; information regarding holiday schedules; an honorary or
salutary recognition of a public official, public employee, or other citizen; a reminder about
an upcoming event organized or sponsored by the governing body; information regarding a
social, ceremonial, or community event organized or sponsored by an entity other than the
governing body that was attended or is scheduled to be attended by a member of the
governing body or an official or employee of the municipality; or an announcement involving
an imminent threat to the public health and safety of people in the municipality that has arisen
after the posting of the agenda
Council did not have any items for this meeting.
City of Denton City Council Minutes
June 6, 2016
Page 3
With no further business, the meeting was adjourned at 12:40 p.m.
______________________________
CHRIS WATTS
MAYOR
CITY OF DENTON, TEXAS
______________________________
JANE RICHARDSON
ASSISTANT CITY SECRETARY
CITY OF DENTON, TEXAS
CITY OF DENTON CITY COUNCIL MINUTES
June 7, 2016
After determining that a quorum was present, the City Council convened in a Work Session on
Tuesday, June 7, 2016 at 1:00 p.m. in the Council Work Session Room at City Hall.
Members of the Public Utilities Board of the City of Denton attended and participated in Work
Session Item 3A and Closed Meeting item 1A.
PRESENT: Council Member Hawkins, Council Member Briggs, Council Member Wazny,
Mayor Watts, Mayor Pro Tem Roden, Council Member Gregory, and Council
Member Bagheri.
ABSENT: None.
1. Citizen Comments on Consent Agenda Items
There were no citizen comments on Consent Agenda Items.
2. Requests for clarification of agenda items listed on the agenda for June 7, 2016.
City Manager Campbell stated that a written request from the developer for 7C had been received
st
to open and then continue the item to the June 21 meeting. If there were speakers on that item,
st
they could be allowed to speak and then continue the Public Hearing to June 21.
Mayor Pro Tem Roden asked about Individual Item C, nominations to the Zoning Board of
Adjustment. He questioned if the practice was to automatically move an alternate member up to
a regular position.
City Attorney Burgess stated that as a matter of practice, there was an attempt to move alternates
to regular positions. However, these were nominations by individual council members with the
approved of the whole Council. It was not mandatory but had been the practice in the past.
Mayor Watts asked about Consent Agenda Item E, the TMPA joint operating agreement. There
had been a draft at the TMPA Board and he questioned how much expenses had been incurred so
far and why was it anticipate that more money would be needed.
City Attorney Burgess stated that the outstanding bill had not yet been paid. This request would
cover the finishing touches on the project.
3. Work Session Reports
A. ID 16-641 Receive a report, hold a discussion, and give staff direction regarding the study
and analysis by Brattle Group, Inc. of the Renewable Denton Plan and activities related to
the future power supply for Denton.
City Manager Campbell stated that this item had also been posted for Closed Session if needed.
He presented background information on the Denton Renewable Plan detailing the direction of the
Plan, public meetings and scope of the work for the Brattle Group. The Council had received an
Executive Summary of the report with the final report to be completed by the end of the week.
City of Denton City Council Minutes
June 7, 2016
Page 2
Ira Shavel, Brattle Group, reviewed the scope of the project which included analysis of the RDP,
alternative options and an independent economic feasibility assessment of the RDP. He detailed
the information concerning the RDP consisting of renewable purchase power agreements and the
Denton Energy Center.
Council discussed a qualified scheduling entity, an energy management operation, how to
benchmark savings moving forward, definitions of ancillary services, length of contracts, and
number of units needed.
Shavel continued with the analysis of the RDP. He stated that the analysis compared three
potential power supply strategies and used two different scenarios for future power prices. The
analysis confirmed that the RDP DEC strategy was the most cost effective option among the three
strategies. The conclusion was that the RDP should lower customer costs, reduce fossil fuel
consumption and reduce air emissions compared to the status quo. Twelve units were the best size
for DEC from both the operational and economic perspectives and the Study recommended the
plan as proposed. He noted the timing was ripe for this project due to the economy to proceed
with the facility.
Council convened in Closed Meeting at 3:20 p.m. to consider the following:
A. ID 16-645 Deliberations Regarding Certain Public Power Utilities: Competitive
Matters - Under Texas Government Code Section 551.086. Receive a presentation
from Brattle Group, Inc regarding the Renewable Denton Plan, including public
power competitive and financial matters pertaining to plans, strategies, opportunities,
and developments for generation improvements to the DME system; discuss and
deliberate strategies regarding same; discuss and deliberate opportunities and
strategies for the City to acquire purchased power and enter into agreements regarding
the same, in order to meet its future energy needs. Discuss, deliberate and provide
Staff with direction.
Council reconvened in Open Session at 4:30 p.m. and continued discussion of Work Session 3A.
Council discussed air emissions and air quality.
Mayor Pro Tem Roden asked if staff was ready to move forward with the proposal.
City Manager Campbell stated that an additional Work Session could be scheduled if needed on
thst
June 14 plus a Closed Meeting with a recommendation on June 21 or consideration of Notice of
Intent to move forward.
Consensus of the Council was to move forward with the Renewable Plan, determine what funding
mechanism was going to be used; or modify the RDP plan into another format; maintenance of the
units; and the wording on a resolution concerning renewables.
City of Denton City Council Minutes
June 7, 2016
Page 3
B. ID 16-677 Receive a report, hold a discussion and give staff direction regarding the
amendment of Chapter 18, Section 18-38, of the Code of Ordinances, Use of Wireless
Communication Devices While Driving.
Lee Howell, Police Chief, presented the proposal to prohibit all wireless communication devices
in the City in any location. He reviewed background information on how the issue got to this point
and provided information on wireless device crash factors.
Council discussed the difficulty of talking on the phone vs texting and the burden of proof,
ticketing for crashes was not always possible, enforcement of this specific issue as opposed to
other distractions in a car, and the need to provide for specific areas in the city prohibiting wireless
devices rather than city-wide. Council requested data from other cities that had bans and how
effective they were.
Following the completion of the Work Session, the City Council convened in a Closed Meeting at
5:45 p.m. to consider the specific items listed below under the Closed Meeting section of this
agenda.
1. Closed Meeting:
B. ID 16-639 Deliberations regarding Real Property - Under Texas Government Code
Section 551.072; Consultation with Attorneys - Under Texas Government Code
Section 551.071.
Receive information from staff and discuss, deliberate, and provide staff with
direction regarding the potential acquisition of real property interests related to the
location and siting of electric transmission lines in an area bounded by Fort Worth
Drive and Elm St. (western boundary), Robertson Street (northern boundary), the
DART/D.C.T.A rail corridor (eastern boundary), Inman St. with an easterly
projection to Spencer Rd. (southern boundary) and being located within the W.
Loving Survey, Abstract No. 759; the H. Sisco Survey, Abstract No. 1184; the S.
Hiram Survey, Abstract No. 616; the W. Teague Survey, Abstract No. 1266; the M.
Austin Survey, Abstract No. 4; the J. Taft Survey, Abstract No. 1256; the R. Hopkins,
Abstract No. 1694; and the A. Hill Survey, Abstract 623, lying within the City of
Denton, Denton County, Texas. Consultation with the City’s attorneys regarding
legal issues associated with the acquisition of the real property interests described
above where a discussion of these legal matters in an open meeting would conflict
with the duty of the City’s attorneys to the City of Denton and the Denton City
Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar
of Texas, or would jeopardize the City’s legal position in any administrative
proceeding or potential litigation, or where discussions had, deliberation, and
direction given, by the Denton City Council in an open meeting would have a
detrimental effect on the position of the governmental body in negotiations with a
third party. \[Spencer to Locust Transmission Route\]
City of Denton City Council Minutes
June 7, 2016
Page 4
C. ID 16-657 Deliberations regarding Real Property - Under Texas Government Code
Section 551.072; Consultation with Attorneys - Under Texas Government Code
Section 551.071.
Receive information from staff and discuss, deliberate, and provide staff with
direction regarding the potential acquisition of real property interests located between
Western Blvd. and Lot 1, Block 1, of the R D Wells Interchange Addition, an Addition
to the City of Denton, Denton County, Texas according to plat recorded at Page 169,
Cabinet Y, Plat Records of Denton County, Texas; discussions had, deliberation, and
direction given, by the Denton City Council in an open meeting would have a
detrimental effect on the position of the governmental body in negotiations with a
third party. Consultation with the City’s attorneys regarding legal issues associated
with the acquisition of the real property interests described above; discussion of these
legal matters in an open meeting would conflict with the duty of the City’s attorneys
to the City of Denton and the Denton City Council under the Texas Disciplinary Rules
of Professional Conduct of the State Bar of Texas, or would jeopardize the City’s
legal position in any administrative proceeding or potential litigation. \[Easement
related to the R.D. Wells Substation\]
D. ID 16-668 Deliberations regarding Real Property - Under Texas Government Code
Section 551.072; Consultation with Attorneys - Under Texas Government Code
Section 551.071.
Receive information from staff, discuss, deliberate, and provide staff with direction
pertaining to the potential acquisition of real property interests in the Hiram Sisco
Survey, Abstract No. 1184, Denton County, Texas, and generally located in area
bounded to the north by East Hickory Street; to the south by East Prairie Street; to the
west by South Bell Avenue; and to the east by the Pecan Creek tributary, City of
Denton, Texas. Consultation with the City’s attorneys regarding legal issues
associated with the potential acquisition or condemnation of the real property interests
described above where a public discussion of these legal matters would conflict with
the duty of the City’s attorneys to the City of Denton and the Denton City Council
under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas,
or would jeopardize the City’s legal position in any administrative proceeding or
potential litigation. (Downtown Denton property tracts) \[no action item\]
Council Member Hawkins left the meeting.
Regular Meeting of the City of Denton City Council at 6:30 p.m. in the Council Chambers at City
Hall.
1.PLEDGE OF ALLEGIANCE
The Council and members of the audience recited the Pledge of Allegiance to the U. S. and Texas
flags.
City of Denton City Council Minutes
June 7, 2016
Page 5
2.PROCLAMATIONS/PRESENTATIONS
A. ID 16-608 Presentation to retiring Police Department officer, Virginia Nichols, from
the Children’s Advocacy Center.
Dan Leal, Children's Advocacy Center, made the presentation to Virginia Nichols.
B. ID 16-638 Colonel Wesley C. Reed Day
Mayor Watts presented the proclamation for Colonel Wesley C. Reed Day.
C. ID 16-689 Youth Peace Day International
Mayor Watts presented the proclamation for Youth Peace Day International.
Mayor Watts announced that Public Hearing 7C had been continued to the June 21st meeting. The
public hearing would be opened and citizens would be allowed to speak.
3. PRESENTATION FROM MEMBERS OF THE PUBLIC
A. Review of procedures for addressing the City Council. B. Receive Scheduled Citizen
Reports from Members of the Public.
1. ID 16-662 Ed Soph regarding residential electric rates.
Mr. Soph did not make his citizen report.
2. ID 16-663 Larry Beck presenting citizen letters opposing the proposed gas plants.
Mr. Beck spoke on the Brattle Group study presented at the Work Session. He submitted citizen
letters opposing the proposed gas plants.
3. ID 16-669 Max Folmar regarding traffic conditions in the City and Customer Service
billing procedures.
Mr. Folmar spoke on practices by Customer Service and notices regarding rate changes. He
suggested including them in billing statements for those customers who do not take the local paper
or use the Internet. He also suggested a category of customers for retired/disabled with a fixed due
date.
C. Additional Citizen Reports
1.Ken Gold spoke on the RDP and having citizens vote on the plan.
City of Denton City Council Minutes
June 7, 2016
Page 6
4.CONSENT AGENDA
Council Member Gregory motioned, Mayor Pro Tem Roden seconded to adopt the Consent
Agenda and accompanying ordinances and resolutions. On roll call vote, Council Member Briggs
"aye", Council Member Wazny "aye", Mayor Watts "aye", Mayor Pro Tem Roden "aye", Council
Member Gregory "aye", and Council Member Bagheri "aye". Motion carried unanimously.
Approved the minutes listed below.
A. ID 16-623 Consider approval of the minutes of March 1, March 3, March 22, March
28 Forum, April 4, April 4 Forum, April 5, April 6 Forum, April 12, April 21 Forum,
April 23 Forum, April 25 Forum, and April 26, 2016.
Resolution No. R2016-013
B. ID 16-628 Consider approval of a resolution by the City of Denton, Texas, authorizing
the City Manager to sign and submit to the Department of Housing and Urban
Development a 2016 Action Plan for Housing and Community Development with
appropriate certifications, as authorized and required by the Housing and Community
Development Act of 1974, as amended, and the National Affordable Housing Act of
1990, as amended; and providing for an effective date.
Ordinance No. 2016-150
C. ID 16-664 Consider adoption of an ordinance of the City of Denton authorizing an
agreement between the City of Denton, Texas and Denton County Friends of the
Family for the purpose of shelter and outreach services; providing for the expenditure
of funds therefor; and providing for an effective date. ($400)
Ordinance No. 2016-151
D. ID 16-670 Consider adoption of an ordinance authorizing the City Manager to execute
a Cooperative Purchasing Program Agreement with the City of Watauga, Texas under
Section 271.102 of the Local Government Code, to authorize City of Denton contracts
for the purchase of various goods and services; authorizing the expenditure of funds
therefor; and declaring an effective date (File 6141-Cooperative Purchasing Program
Agreement with the City of Watauga).
Ordinance No. 2016-152
E. ID 16-671 Consider adoption of an ordinance of the City of Denton, Texas
authorizing the City Manager to execute a Second Supplement to a Professional
Services Agreement by and between the City of Denton, Texas and the law firm of
Cole Schotz, P.C., Dallas, Texas for legal services relating to transactional and
regulatory work pertaining to the Texas Municipal Power Agency; providing for
additional expenditure authority of not-to-exceed $150,000; providing an effective
date. (File 5380 in the additional amount not-to-exceed $150,000, aggregating a total
not-to-exceed $399,500). The Public Utilities Board recommends approval (7-0).
City of Denton City Council Minutes
June 7, 2016
Page 7
Ordinance No. 2016-153
F. ID 16-672 Consider adoption of an ordinance accepting competitive proposals and
awarding a contract for Landscape and Sod Replacement Services for various City
departments; providing for the expenditure of funds therefor; and providing an
effective date (RFP 6098-awarded to Classic Landscapes, Inc. in the three (3) year
not-to-exceed amount of $500,000).
Ordinance No. 2016-154
G. ID 16-673 Consider adoption of an ordinance accepting competitive proposals and
awarding a contract for plumbing services for City of Denton; providing for the
expenditure of funds therefor; and providing an effective date (RFP 6004-awarded to
CBS Mechanical Services, Inc. in a three (3) year amount not to exceed $450,000).
Ordinance No. 2016-155
H. ID 16-676 Consider adoption of an ordinance of the City Council of the City of
Denton, Texas, authorizing the City Manager to execute a Professional Services
Agreement for architectural design services for the design of the City of Denton
Regional Public Safety Training Facility Project outside training facility additions
including a burn tower, outdoor training classroom, concrete pads for the Flash
Chamber, Class A burn props and a propane tank to be located at 4201 Vintage
Parkway; providing for the expenditure of funds therefor; and providing an effective
date (File 6140 awarded to Pierce Goodwin Alexander and Linville, Inc. dba PGAL
in the not-to-exceed amount of $192,060).
Ordinance No. 2016-156
I. ID 16-681 Consider adoption of an ordinance of the City of Denton, Texas approving
a second amendment to a Non-Annexation Agreement between the City of Denton,
Jean Ann Baker and Ryan Capital Partners, Ltd.; and providing an effective date.
Ordinance No. 2016-157
J. ID 16-697 Consider adoption of an ordinance approving an agreement between the
City of Denton and Dallas MTA, L.P. d/b/a Verizon Wireless regarding an in building
wireless installation at 608 E. Hickory St., Suite 128 ("Rail Yard Business Incubator
Project"); and providing an effective date.
5.ITEMS FOR INDIVIDUAL CONSIDERATION - CONSIDERATION OF THE USE
OF EMINENT DOMAIN TO CONDEMN REAL PROPERTY INTERESTS
6.ITEMS FOR INDIVIDUAL CONSIDERATION
Ordinance No. 2016-158
A. ID 16-472 Consider adoption of an ordinance of the City of Denton, Texas, on second
reading to involuntarily annex approximately 2.1021 acres of land, contained in one
(1) of the fifteen (15) annexation areas, specifically land located within DH14;
providing for a penalty in the maximum amount of $2000.00 for violations thereof,
severability and an effective date.
City of Denton City Council Minutes
June 7, 2016
Page 8
Aimee Bissett, Director of Development Services, presented background information on the
ordinance. This was a second reading of the ordinance for involuntary annexation. The property
was being annexed as it was an isolated tract completely surrounded by the City. She read the
ordinance caption into the record.
Mayor Pro Tem Roden motioned, Council Member Gregory seconded to adopt the ordinance. On
roll call vote, Council Member Briggs "aye", Council Member Wazny "aye", Mayor Watts "aye",
Mayor Pro Tem Roden "aye", Council Member Gregory "aye", and Council Member Bagheri
"aye". Motion carried unanimously.
Ordinance No. 2016-159
B. ID 16-675 Consider adoption of an ordinance of the City of Denton, Texas, on second
reading to involuntarily annex approximately 712 acres of land, contained in one (1)
of the fifteen (15) annexation areas, specifically land located within PAA4; providing
for a penalty in the maximum amount of $2000.00 for violations thereof, severability
and an effective date.
Aimee Bissett, Director of Development Services, presented the background information on the
second reading of the annexation ordinance. A non-annexation agreement was offered to the
property owner but the owner did not sign the agreement. She read the ordinance caption into the
record.
Council Member Gregory motioned, Mayor Pro Tem Roden seconded to adopt the ordinance. On
roll call vote, Council Member Briggs "aye", Council Member Wazny "aye", Mayor Watts "aye",
Mayor Pro Tem Roden "aye", Council Member Gregory "aye" and Council Member Bagheri
"nay". Motion carried with a 5-1 vote.
C. ID 16-688 Consider nominations/appointments to the City’s Boards and
Commissions: Parks, Recreation and Beautification Board; Public Art Committee;
and Zoning Board of Adjustment.
Council Member Bagheri nominated Ed Steele for the Public Art Committee. Council Member
Wazny nominated David Higgins for the Zoning Board of Adjustment.
Willie Hudspeth spoke regarding the appointments. He felt diversity was needed on the
boards/commissions.
Mayor Pro Tem Roden motioned, Council Member Wazny seconded to approve the nominations.
On roll call vote, Council Member Briggs "aye", Council Member Wazny "aye", Mayor Watts
"aye", Mayor Pro Tem Roden "aye", Council Member Gregory "aye", and Council Member
Bagheri "aye". Motion carried unanimously.
7. PUBLIC HEARINGS
Ordinance No. 2016-160
A. ID 16-429 Hold a public hearing and consider adoption of an ordinance granting
approval, in accordance with Chapter 26 of the Texas Parks and Wildlife Code, of the
City of Denton City Council Minutes
June 7, 2016
Page 9
non-park use of a part of North Lakes Park for the purpose of installing and
maintaining an electric transmission, distribution, and communication line for the
City’s Electric Utility Infrastructure Upgrade Project; providing for a notice by the
City of Denton, Texas of non-park use for installation and maintenance of electric
transmission, distribution, and communication line and reservation of easement in the
event of sale of park; and providing an effective date. The Parks, Recreation and
Beautification Board recommends approval (5-0).
The Mayor opened the public hearing.
Jim Mays, Superintendent of Planning and Construction, presented the details of the ordinance
which would grant approval of a non-park use of a part of North Lakes Park. The purpose would
be for installing and maintaining an electric transmission, distribution, and communication line for
the Electric Utility Infrastructure Update Project. Chapter 26 of the Texas Parks and Wildlife Code
required the public hearing.
Willie Hudspeth spoke in opposition.
The Mayor closed the public hearing.
Mayor Pro Tem Roden motioned, Council Member Bagheri seconded to adopt the ordinance. On
roll call vote, Council Member Briggs "aye", Council Member Wazny "aye", Mayor Watts "aye",
Mayor Pro Tem Roden "aye", Council Member Gregory "aye", and Council Member Bagheri
"aye". Motion carried unanimously.
Ordinance No. 2016-161
B. ID 16-650 Hold a public hearing and consider adoption of an ordinance granting
approval, in accordance with Chapter 26 of the Texas Parks and Wildlife Code, of the
non-park use of a part of Northpointe Park for the purpose of installing and
maintaining an electric transmission, distribution, and communication line for the
City’s Electric Utility Infrastructure Upgrade Project; providing for a notice by the
City of Denton, Texas of non-park use for installation and maintenance of electrical
transmission, distribution, and communication line and reservation of easement in the
event of sale of park; and providing an effective date. The Parks, Recreation and
Beautification Board recommends approval (5-0).
The Mayor opened the public hearing.
Jim Mays, Superintendent of Planning and Construction, presented the details of the ordinance
which would grant approval of a non-park use of a part of North Lakes Park. The purpose would
be for installing and maintaining an electric transmission, distribution, and communication line for
the Electric Utility Infrastructure Update Project. Chapter 26 of the Texas Parks and Wildlife Code
required the public hearing.
Willie Hudspeth spoke in opposition.
The Mayor closed the public hearing.
City of Denton City Council Minutes
June 7, 2016
Page 10
Council Member Wazny motioned, Council Member Briggs seconded to adopt the ordinance. On
roll call vote, Council Member Briggs "aye", Council Member Wazny "aye", Mayor Watts "aye",
Mayor Pro Tem Roden "aye", Council Member Gregory "aye", and Council Member Bagheri
"aye". Motion carried unanimously.
C. Z16-0003a Hold a public hearing and consider adoption of an ordinance of the City
of Denton, Texas, regarding a rezoning request from Neighborhood Residential 3
District (NR-3) to Neighborhood Residential 6 District (NR-6) on approximately 0.6
acres, located on the northeast corner of North Bell Avenue and East Windsor Drive;
and providing for a penalty in the maximum amount of $2,000.00 for violations
thereof; providing a severability clause and an effective date. The Planning and
Zoning Commission recommends approval 4-2. (Z16-0003).
st
The Mayor opened the public hearing and noted that the item would be moved to the June 21
meeting.
No one spoke during the public hearing.
Council Member Gregory motioned, Council Member Wazny seconded to postpone the item to
st
the June 21 meeting. On roll call vote, Council Member Briggs "aye", Council Member Wazny
"aye", Mayor Watts "aye", Mayor Pro Tem Roden "aye", Council Member Gregory "aye", and
Council Member Bagheri "aye". Motion carried unanimously.
8. PRESENTATION FROM MEMBERS OF THE PUBLIC
A. Review of procedures for addressing the City Council. B. Receive Scheduled Citizen
Reports from Members of the Public.
1. ID 16-661 William Jones regarding trespassing by Code Enforcement and
Environmental Services personnel.
Mr. Jones presented a photo of their trailer that was torn down and requested consideration from
Council.
2. ID 16-629 Willie Hudspeth regarding the lack of hiring black firefighters, the
ethics ordinance, and the hiring of a city auditor.
Mr. Hudspeth spoke against speakers at the end of the council meetings and the lack of hiring of
African American firefighters.
9. CONCLUDING ITEMS
A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from
the City Council or the public with specific factual information or recitation of policy,
or accept a proposal to place the matter on the agenda for an upcoming
meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide
City of Denton City Council Minutes
June 7, 2016
Page 11
reports about items of community interest regarding which no action will be taken, to
include: expressions of thanks, congratulations, or condolence; information regarding
holiday schedules; an honorary or salutary recognition of a public official, public
employee, or other citizen; a reminder about an upcoming event organized or
sponsored by the governing body; information regarding a social, ceremonial, or
community event organized or sponsored by an entity other than the governing body
that was attended or is scheduled to be attended by a member of the governing body
or an official or employee of the municipality; or an announcement involving an
imminent threat to the public health and safety of people in the municipality that has
arisen after the posting of the agenda
Council Member Gregory requested an Informal Staff Report regarding hiring requirements for
the Fire Department and when changes went into effect.
Council Member Gregory asked about amending the procedures for speaking at the meetings with
no presentations at the end of meetings and no open mic segments.
Council Member Briggs asked about the regulations for speaking at the end of meetings.
Council Member Briggs requested a report on economic development incentives to local small
businesses.
Council Member Wazny questioned when the compensation study would be forwarded to Council.
Council Member Wazny requested that the ethics ordinance be placed back on an agenda.
Council Member Wazny requested consideration of a property tax freeze for individuals over 65.
Mayor Watts requested Customer Service contact Mr. Folmar regarding the due date on his bill
and report on due date changes.
B. Possible Continuation of Closed Meeting topics, above posted.
There was no continuation of the Closed Meeting.
With no further business, the meeting was adjourned at 8:14 p.m.
__________________________
CHRIS WATTS
MAYOR
CITY OF DENTON, TEXAS
__________________________
JENNIFER WALTERS
CITY SECRETARY
CITY OF DENTON, TEXAS
CITY OF DENTON CITY COUNCIL MINUTES
June 14, 2016
The City Council had lunch on Tuesday, June 14, 2016 at 11:30 a.m. in the Council Work Session
Room.
After determining that a quorum was present, the City Council convened in a Closed Meeting
Tuesday, June 14, 2016 at 12:00 noon in the Council Work Session Room at City Hall.
PRESENT: Council Member Hawkins, Council Member Briggs, Council Member Wazny,
Council Member Gregory, Mayor Pro Tem Roden, Council Member Bagheri, and
Mayor Watts.
ABSENT: None.
1. Closed Meeting
A. ID 16-763 Deliberations regarding a Personnel Matter under Government Code
Section 551.074 - Consultation with Attorneys under Government Code Section
551.071.
Consultation, discussion, and deliberation about the appointment, employment,
evaluation, reassignment, duties, discipline, or dismissal of the City Manager or hear
a complaint or charge regarding the City Manager; consultation with the City’s
attorneys regarding associated legal issues where discussion of these legal matters in
an open meeting would conflict with the duty of the City’s attorneys to the City of
Denton and the Denton City Council under the Texas Disciplinary Rules of
Professional Conduct of the State Bar of Texas, or would jeopardize the City’s legal
position in any administrative proceeding or potential litigation.
Following the completion of the Closed Meeting at 2:45 p.m., the City Council convened in a
Work Session.
1. Work Session Reports
A. ID 16-615 Receive a report; hold a discussion, and give staff direction regarding the
preliminary FY 2016-17 Proposed Budget, Capital Improvement Program, and Five Year
Financial Forecast.
Chuck Springer, Director of Finance, stated that the objective of the presentation was to present
preliminary estimates for the FY 2016-17 budget and receive clarification of Council budget
priorities. He presented budget overview procedures. The General Fund consisted of neighborhood
services, public safety, transportation and administrative and community services. He noted the
budget transparency items that were posted on the website such as a dedicated budget page on the
website, posting all presentations, proposed budget and budgetary agenda items. Budgetary dates
were reviewed. Budgetary themes included funding for strategic plan outcome/action steps,
continue street maintenance expansion, expand public safety response capacity, utility
infrastructure replacement and expansion, manage TMPA debt requirements in Electric Utility,
maintain competitive compensation plan, and maintain conservative budgetary and management
practices as recognized by the rating agencies.
City of Denton City Council Minutes
June 14, 2016
Page 2
A comparison to the prior year forecast was reviewed along with potential priorities to meet
expanding demands. The Budget Development in terms of the General Fund was reviewed along
with 2015 taxable values and tax year 2015 exemptions. Homestead exemptions were presented
as well as over 65 and disabled person tax limitation (tax freeze).
Street Improvement Fund information, Electric Utility Fund, Water Utility Fund, Wastewater
Utility Fund, Solid Waste and Recycling Fund, Tourist and Convention Fund, Debt Service Fund
and General CIP were discussed.
B. ID 16-695 Receive a report, hold a discussion, and give staff direction regarding the
Renewable Denton Plan, the financing thereof, and activities related to the future
power supply for Denton.
Phil Williams, DME General Manager, presented plant configuration options of twelve versus nine
units and the advantages of two sites.
Council discussed the possible emissions of twelve engines at one site, the impact on revenue due
to limitations of emissions, rate of savings, and congestion risks.
Bryan Langley, Assistant City Manager, presented debt options for the Renewable Denton Plan.
Two options were available - Certificates of Obligation and Revenue Bonds. For either option staff
was recommending a parameters ordinance. Once approved, it would allow staff to issue bonds
within certain terms. Maximum project cost estimates indicated that most cost details were known
but there were several relevant factors that were still not known such as interest rate, Euro/dollar
exchange rate and land acquisition costs and timeline. Staff would be requesting $265 million for
the debt request authorization. Staff expected the actual cost to be lower. Information concerning
the use of Revenue Bonds was reviewed as well as revenue bond refunding advantages.
Council discussed refunding of bonds and the release of restricted funds.
Langley continued with the advantages of the Certificates of Obligation option.
Council discussed a time frame for a possible petition to put the issue on a ballot for a citizen vote.
A matrix detailing a 20 year debt service comparison of Certificates of Obligation vs Utility
System Revenue Bonds was presented. Next steps were presented in terms of proceeding with the
financing of the project.
Council discussed revenue bonds versus COs for pledging of property taxes. It was noted that the
time was now to move forward by using Revenue Bonds as opposed to Certificates of Obligation
which could delay a vote in May with an impact on the rate payers.
Langley noted that there were three questions that Council needed to decide. They included
whether there was a desire for the project, the desired plant configuration whether that be 12 or 9
units on 1 or two sites and the desired financing.
City of Denton City Council Minutes
June 14, 2016
Page 3
Council discussed TMPA obligations on funding, renewable contracts for consideration with two
still in flux, renewable energy credits from various suppliers and the feasibility of phasing in more
units over time versus building the units all at once at one site.
Council consideration of the three questions were:
Council Member Gregory - yes for the project, 12 units on 2 sites and revenue bonds.
Council Member Wazny - yes for the project, 12 units on 1 site and revenue bonds.
Council Member Briggs – was not in favor of moving forward but if pressed for an opinion
would be yes for the project, 9 units on 1 site and Certificates of Obligation
Mayor Pro Tem Roden – yes for the project, 12 units on 2 sites and revenue bonds.
Council Member Hawkins – yes for the project, 12 units on 2 sites and revenue bonds.
Mayor Watts – yes for the project with a compromise of 9 units on 1 or 2 sites away from the
airport and revenue bonds.
Council Member Bagheri stated that the project deserved the route of Certificates of Obligation
and not Revenue Bonds. She was in favor of 1 site; scaled in phases.
Council discussed the above opinions noting that it appeared that the consensus appeared to be yes
for the project, 12 units, 1 site and revenue bonds.
Following the completion of the Work Session, the City Council convened in a Closed Meeting to
consider the specific items listed below under the Closed Meeting section of this agenda.
1. Closed Meeting:
A. ID 16-692 Consultation with Attorneys - Under Texas Government Code, Section
551.071
Consultation, discussion, deliberation and receipt of information from the City’s
attorneys involving legal matters relating to A-1 American Fence Incorporated’s
appeal to the award of a contract for substation precast security fences for the City of
Denton, and to provide the City’s attorneys with direction, where a public discussion
of these legal matters would clearly 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.
B. ID 16-696 Deliberations Regarding Certain Public Power Utilities: Competitive
Matters - Under Texas Government Code Section 551.086.
Discuss, deliberate, and give staff direction regarding the Renewable Denton Plan,
including public power competitive and financial matters pertaining to plans,
strategies, opportunities, and developments for generation improvements to the DME
system; discuss and deliberate strategies regarding same; discuss and deliberate
opportunities and strategies for the City to acquire purchased power and enter into
agreements regarding the same, in order to meet its future energy needs.
City of Denton City Council Minutes
June 14, 2016
Page 4
C. ID 16-754 Consultation with Attorneys - Under Texas Government Code Section
551.071.
Consult with the City’s attorneys regarding the present status of pending litigation
entitled: The City of Denton, Texas v. NRG Power Marketing, LLC, et al, Cause No.
15-01404-16, now pending before the 16th Judicial District Court in and for Denton
County, Texas; discuss, deliberate and provide the City’s attorneys with direction and
any recommendations regarding such legal matter. A public discussion of this legal
matter would conflict with the duty of the City’s Attorneys to the City of Denton,
Texas under the Texas Disciplinary Rules of Professional Conduct of the State Bar of
Texas.
D. ID 16-765 Deliberations Regarding Certain Public Power Utilities: Competitive
Matters – Under Texas Government Code Section 551.086.
Receive a presentation from staff regarding public power competitive and financial
matters related to the City’s participation in, and the overall operational and financial
aspects of, the Texas Municipal Power Agency; discuss and deliberate strategies
regarding same; discuss, deliberate and provide staff with direction. \[TMPA\]
Following the completion of the Closed Meeting, the City Council convened in a Special Called
Meeting.
1. Items for Individual Consideration
Ordinance No. 2016-162
A. ID 16-282 Consider adoption of an ordinance accepting competitive proposals and
awarding a public works contract for construction of Substation Pre-Cast Security
Fences for Denton Municipal Electric; providing for the expenditure of funds
therefor; and providing an effective date (RFP 5963-awarded to Walsh’s Hawk
Construction Company, LLC in the three (3) year not-to-exceed amount of amount of
$6,200,000). The Public Utilities Board recommends approval (5-0).
Council Member Gregory motioned, Council Member Hawkins seconded to adopt the ordinance.
On roll call vote, Council Member Briggs "aye", Council Member Wazny "aye", Mayor Watts
"aye", Mayor Pro Tem Roden "aye", Council Member Gregory "aye", Council Member Hawkins
“aye” and Council Member Bagheri "nay. Motion carried with a 6-1 vote.
2. Concluding Items
A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from
the City Council or the public with specific factual information or recitation of policy,
or accept a proposal to place the matter on the agenda for an upcoming
meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide
reports about items of community interest regarding which no action will be taken, to
include: expressions of thanks, congratulations, or condolence; information regarding
City of Denton City Council Minutes
June 14, 2016
Page 5
holiday schedules; an honorary or salutary recognition of a public official, public
employee, or other citizen; a reminder about an upcoming event organized or
sponsored by the governing body; information regarding a social, ceremonial, or
community event organized or sponsored by an entity other than the governing body
that was attended or is scheduled to be attended by a member of the governing body
or an official or employee of the municipality; or an announcement involving an
imminent threat to the public health and safety of people in the municipality that has
arisen after the posting of the agenda.
Council Member Briggs requested a staff report on the animal shelter in terms of the live release
rate, how many animals were returned to the shelter and number of dogs/cats killed per month.
Council Member Bagheri inquired about the possibility of a consolidation of the police/fire
dispatch center.
Council Member Bagheri asked for a report on how economic development incentives were being
distributed.
Council Member Bagheri suggested an expansion of the wildflower trail in North Lakes Park.
With no further business, the meeting was adjourned at 8:30 p.m.
__________________________
CHRIS WATTS
MAYOR
CITY OF DENTON, TEXAS
__________________________
JENNIFER WALTERS
CITY SECRETARY
CITY OF DENTON, TEXAS
CITY OF DENTON CITY COUNCIL MINUTES
June 21, 2016
After determining that a quorum was present, the City Council convened in a Work Session on
Tuesday, June 21, 2016 at 1:00 p.m. in the Council Work Session Room at City Hall.
PRESENT: Council Member Hawkins, Council Member Briggs, Council Member Wazny,
Mayor Watts, Mayor Pro Tem Roden, and Council Member Bagheri
ABSENT: Council Member Gregory
1. Citizen Comments on Consent Agenda Items
There were no citizen comments on Consent Agenda items.
Council Member Gregory arrived at the meeting.
2. Requests for clarification of agenda items listed on the agenda for June 21, 2016.
Council Member Hawkins highlighted Consent Agenda Item D indicating that it was a local
company that would be receiving the contract. He requested a clarification of Consent Agenda
Items H and I which were change order to current contracts.
Brent Heath, Executive Manager of Electric Delivery, presented an update on Item H. He noted
that it was a reduction of savings of $1 million.
City Manager Campbell stated that DME had done a significant amount of work to get to the
reduction.
Jim Maynard, Energy Product Division Manager, stated that a change order for Consent Agenda
Item I was needed because while doing a sewer construction project, a leaking water line was
discovered and it was decided to fix it at the same time as the sewer line project.
Mayor Pro Tem Roden asked about the Public Art Master Plan. He suggested that at some point
there be a public discussion on the plan and how it would be integrated into public art. There were
bond packages for public art and he questioned how that would work in the plan. He questioned
what the plan did to help make those decisions.
John Cabrales, Assistant City Manager, stated that the master plan identified opportunities and
parameters for the Public Art Committee going forward with public art. It did not address funding
at that was already set in place with policy for future bond packages or budget appropriations.
Currently what was lacking was a look at opportunities for recommendations for future funding of
public art.
Mayor Pro Tem Roden asked if the Public Art Committee was tasked with those decisions.
Cabrales stated that it included the community at large, the Public Art Committee, or any
organization that had access to the document and that could contact the Committee for suggestions.
Council Member Gregory asked if it would impede the consultant if the item were pulled from the
Consent Agenda until after a work session on the report.
City of Denton City Council Minutes
June 21, 2016
Page 2
Cabrales stated that there would be no impact.
Council Member Gregory requested that the item be pulled from the Consent Agenda and have
more discussion on the plan.
Council convened in a Closed Meeting at 1:12 p.m. to consider the following items:
B. ID 16-761 Consultation with Attorneys - Under Texas Government Code, Section
551.071.
Consult with the City’s attorneys regarding the present status of pending litigation
entitled: The City of Denton, Texas v. NRG Power Marketing, LLC, et al, Cause No.
15-01404-16, now pending before the 16th Judicial District Court in and for Denton
County, Texas; discuss, deliberate and provide the City’s attorneys with direction and
any recommendations regarding such legal matter. A public discussion of this legal
matter would conflict with the duty of the City’s Attorneys to the City of Denton,
Texas under the Texas Disciplinary Rules of Professional Conduct of the State Bar of
Texas.
F. ID 16-784 Consultation with Attorneys - Under Texas Government Code Section
551.071.
Consultation with City’s attorneys regarding ID 16-795 and ID 16-796 of the June
21, 2016 Agenda regarding associated legal issues where discussion of these legal
matters in an open meeting would conflict with the duty of the City’s attorneys to the
City of Denton and the Denton City Council under the Texas Disciplinary Rules of
Professional Conduct of the State Bar of Texas, or would jeopardize the City’s legal
position in any administrative proceeding or potential litigation.
Council reconvened in Open Session at 3:10 p.m. and continued with the Work Session Reports.
3. Work Session Reports
A. ID 16-701 Receive a report, hold a discussion, and give staff direction regarding
implementation of Roadway Impact Fees.
PS Arora, Wastewater Division Manager, presented updated information regarding roadway
impact fees. The item on the main agenda was a continuation of the public hearing. Council had
requested a comparison of the revenue generated with the roadway impact fees versus the existing
roadway exactions. DDC road exactions were inconsistent from year to year when compared to
the roadway impact fees, did not capture and charge the true traffic created by the development,
and roadway impact fees were based on development type and intensity so similar developments
were treated more equally.
Council discussed the comparison of road exactions per DDC versus road impact fees; the fact that
impact fees would be added to the price of a new home; whether the impact fee concept took away
some of the case by case analysis for related fees; the need to create a level playing field for the
City of Denton City Council Minutes
June 21, 2016
Page 3
various types of development so all paid an equitable amount; and area cities maximums versus
collected fees.
Arora reviewed the impact on platted properties in terms of a grace period based on State law. He
noted that preliminary plats did not create vesting per State law.
Council discussed the setting of the fee amount in the area of $2000-$2500. Council Members
Gregory and Hawkins indicated that they were in favor of the impact fees at $2000-$2500 rather
than the $3000. Council Member Wazny indicated that she was comfortable with the $2000 fee.
B. ID 16-711 Receive a report, hold a discussion and provide staff direction regarding the DME
Hickory Substation site, located at the intersection of West Hickory and South Bonnie Brae,
City of Denton, Denton, Texas, and concerning the options related to the station’s
configuration and aesthetic treatment. \[Hickory Substation\]
Brian Daskam, DME, reviewed the background information on the Hickory Substation site. He
displayed the recommendation of the Aesthetic Committee and the probable construction costs.
Council discussed the differences in the types of walls for the various types of substations.
Consensus was for the bottom right option as shown on the renderings.
C. ID 16-727 Receive a report, hold a discussion and give staff direction regarding City Council
committee nominations.
Jennifer Walters, City Secretary, reviewed with Council the current committee assignments, the
vacancies from former Council Member Johnson and preferences that were provided by Council.
Council discussed the committees and chose which committee they would like to serve on.
Walters noted that the committee list would be updated for Council approval in the regular
meeting.
D. ID 16-737 Receive a report, hold a discussion and provide staff with direction concerning
Road Diets and implementation of a Road Diet on Eagle Drive.
John Davis, Director of Engineering, presented the details of a road diet. The benefits of the road
diet were reviewed along with conflict point advantages. Key points for the Eagle Drive road diet
were presented in terms of advantages and disadvantages.
Council discussed safety for the intersection of Eagle and Carroll for cyclists; concern about
congestion with the reduction of traffic lanes; and comments from the Police Chief regarding the
proposal.
E. ID 16-758 Receive a report, hold a discussion and give staff direction regarding the
amendment of Chapter 18, Section 18-38, of the Code of Ordinances, Use of Wireless
Communication Devices While Driving.
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June 21, 2016
Page 4
Lee Howell, Chief of Police, presented an update on the proposal including statistics concerning
crash or near-crash involvement by a driver in the past year, by sex and age; Texas cities wireless
crash data; adjusted scale of Texas cities wireless crash trends; and the National Highway Traffic
Safety Administration blueprint to reduce distracted driving.
Council discussed enforcement of a ban; removal of the exception for I35; signage for the ban
within the city limits and ones that TxDOT would approve; delaying implementation for a certain
period of time; level of community conversation regarding the proposal and possible backlash until
there was more community involvement. It was noted that the ordinance started with the most
restrictive language instead of less restrictive such as education of youth.
Following the completion of the Work Session, the City Council convened in a Closed Meeting at
5:35 p.m. to consider specific items listed below under the Closed Meeting section of this agenda.
1. Closed Meeting:
A. ID 16-738 Deliberations regarding Real Property - Under Texas Government Code
Section 551.072; Consultation with Attorneys - Under Texas Government Code
Section 551.071.
Receive information from staff and discuss, deliberate, and provide staff with
direction regarding the potential acquisition of real property interests located in the
southwest area of the City of Denton, north of Farmer to Market Road 2449, east of
John Paine Road, south of Springdale Drive (on Hickory Creek), west of Interstate
35W; discussions had, deliberation, and direction given, by the Denton City Council
in an open meeting would have a detrimental effect on the position of the
governmental body in negotiations with a third party. Consultation with the City’s
attorneys regarding legal issues associated with the acquisition of the real property
interests described above; discussion of these legal matters in an open meeting would
conflict with the duty of the City’s attorneys to the City of Denton and the Denton
City Council under the Texas Disciplinary Rules of Professional Conduct of the State
Bar of Texas, or would jeopardize the City’s legal position in any administrative
proceeding or potential litigation. \[Underwood Substation\]
C. ID 16-770 Deliberations regarding Real Property - Under Texas Government Code
Section 551.072; Consultation with Attorneys - Under Texas Government Code
Section 551.071.
Receive information from staff and discuss, deliberate, and provide staff with
direction regarding the acquisition of real property interests located generally west of
Mayhill Road from E. University Drive to Colorado Blvd., in the City of Denton,
Denton County, Texas; where discussion had, deliberation, and direction given, by
the Denton City Council in an open meeting would have a detrimental effect on the
position of the governmental body in negotiations with a third party. Consultation
with the City’s attorneys regarding legal issues associated with the acquisition of the
real property interests described above; discussion of these legal matters in an open
meeting would conflict with the duty of the City’s attorneys to the City of Denton and
City of Denton City Council Minutes
June 21, 2016
Page 5
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 present
or potential administrative proceeding or lawsuit.
This item was not considered.
D. ID 16-771 Consultation with Attorneys - Under Texas Government Code Section
551.071.
Receive information from the City’s attorneys and discuss costs, status, strategy, and
potential resolution of the following eminent domain lawsuits related to the Mayhill
Road Widening and Relocation Project (all currently pending in the Probate Court,
Denton County, Texas): City of Denton v. RTS&M, LLC, et al.; and City of Denton
v. 551 Mayhill Joint Venture, et al.
This item was not considered.
E. ID 16-777 Deliberations regarding Real Property - Under Texas Government Code
Section 551.072; Consultation with Attorneys - Under Texas Government Code
Section 551.071.
Receive information from staff, discuss, deliberate, and provide staff with direction
regarding the potential acquisition of real property located at 301 E. McKinney,
Denton, Texas where deliberation in an open meeting would have a detrimental effect
on the position of the governmental body in negotiations with a third party.
Consultation with the City’s attorneys regarding legal issues associated with the
acquisition of the real property interests described above 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. \[Denton County
Courthouse Annex property tract(s) - no action item\]
Regular Meeting of the City of Denton City Council at 6:30 p.m. in the Council Chambers at City
Hall.
1.PLEDGE OF ALLEGIANCE
The Council and members of the audience recited the Pledge of Allegiance to the U. S. and Texas
flags.
2.PROCLAMATIONS/PRESENTATIONS
A. ID 16-757 Denton Lesbian, Gay, Bisexual, Transgender, Queer (LGBTQ) Pride
Month
City of Denton City Council Minutes
June 21, 2016
Page 6
Mayor Watts presented the proclamation.
3. PRESENTATION FROM MEMBERS OF THE PUBLIC
A. Review of procedures for addressing the City Council. B. Receive Scheduled Citizen
Reports from Members of the Public.
1. ID 16-775 Sharon Wilson presenting a video of a Wartsila natural gas power
plant.
Ms. Wilson presented her video of a Wartsila natural gas power plant. She discussed the images
shown in the video in terms of emissions displayed in particular hydrocarbons. The plants were
shown to be air polluters.
2. ID 16-783 Eric Pruett regarding a technical assessment on gas detection videos.
Mr. Pruett stated that the emissions shown in the video were greater than what was allowed. He
urged people to disagree to not miss out on good ideas.
3. ID 16-786 Pati Haworth regarding protecting City assets.
Ms. Haworth presented information on the Training Center and effects on the proposed
Community Event Center near the site. She noted facts and figures on the amount of training that
took place in the Training Center. The Community Event Center would cripple the Training Center
due to a lack of parking in the area. She urged Council to insist on an in-depth report by the
Training Center on how the Event Center would affect the training center.
C. Additional Citizen
1. Ken Gold - spoke on best practice for public debt.
2. Shula Armintor - spoke on the proposed gas plants and possible pollution caused by
them.
3. Jonah Armintor - spoke on the DME proposed gas plants and the cost of the plants.
4.CONSENT AGENDA
Council Member Hawkins motioned, Council Member Gregory seconded to adopt the Consent
Agenda and accompanying ordinances and resolutions with the exception of Item E. On roll call
vote, Council Member Hawkins "aye", Council Member Briggs "aye", Council Member Wazny
"aye", Mayor Watts "aye", Mayor Pro Tem Roden "aye", Council Member Bagheri "aye", and
Council Member Gregory "aye". Motion carried unanimously.
Ordinance No. 2016-163
A. ID 16-142 Consider adoption of an ordinance of the City of Denton, Texas providing
authorization for and ratification of a Municipal Maintenance Agreement with the
Texas Department of Transportation for the purpose of providing all required non-
City of Denton City Council Minutes
June 21, 2016
Page 7
roadway maintenance and established payment amounts to the City for certain rights-
of-way of state highway routes; and, providing an effective date.
Ordinance No. 2016-164
B. ID 16-292 Consider adoption of an ordinance accepting competitive proposals and
awarding a contract for credit card/debit card and check processing services for the
City of Denton and providing an effective date (RFP 5955-awarded to Wells Fargo
Merchant Services in the five (5) year not-to-exceed amount of $3,800,000, Tempus
Technologies, Inc. in the five (5) year not-to-exceed amount of $300,000 and
Telecheck Service, Inc. in the five (5) year not-to-exceed amount of $50,000 for a
total award of $4,150,000). The Audit/Finance Committee recommends approval (3-
0).
Ordinance No. 2016-165
C. ID 16-563 Consider adoption of an ordinance accepting competitive proposals and
awarding a contract for Electric Substation Galvanized Steel Structures for Denton
Municipal Electric; providing for the expenditure of funds therefor; and providing an
effective date (RFP 6026-awarded to R&C Welding, Fabrication, Trucking and Crane
in the three (3) year not-to-exceed amount of $1,500,000). The Public Utilities Board
recommends approval (5-0).
Ordinance No. 2016-166
D. ID 16-566 Consider adoption of an ordinance accepting competitive proposals and
awarding a contract for Creative and Media Marketing Services for the City of Denton
Economic Development Division; providing for the expenditure of funds therefor;
and providing an effective date (RFP 6019-awarded to ECA Berthume, LLC dba
Swash Labs in the three (3) year not-to-exceed amount of $300,000).
This item was not considered.
E. ID 16-659 Consider approval of a resolution adopting the City of Denton Public Art
Master Plan for the City of Denton, TX; and providing an effective date. The Public
Art Committee recommends approval (7-0).
Ordinance No. 2016-167
F. ID 16-714 Consider adoption of an ordinance authorizing the City Manager to execute
a Service Agreement with the University of North Texas on behalf of Denton
Community Television-DCTV, Mayborn School of Journalism under section 791.001
of the State of Texas Government Code for the funding of capital equipment related
to providing Public, Education, and Government cable television services within the
City of Denton in accordance with Federal Communications Commission (FCC)
regulations; authorizing the expenditure of funds therefor; and declaring an effective
date (File 6149- in the amount of $110,000).
Ordinance No. 2016-168
G. ID 16-715 Consider adoption of an ordinance of the City of Denton, Texas,
authorizing the City Manager to execute a Professional Services Agreement with
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June 21, 2016
Page 8
Parkhill, Smith, and Cooper for Professional Services related to the design,
construction, and regulatory approval of the City of Denton Landfill Expansion,
Phase 3B-D; and establishing an effective date (File 6145 in the not-to-exceed amount
of $197,250). The Public Utilities Board recommends approval (7-0).
Ordinance No. 2016-169
H. ID 16-716 Consider adoption of an ordinance authorizing the City Manager to execute
a Change Order to the contract between the City of Denton and Chapman
Construction Co., L.P. for transmission line removal for Denton Municipal Electric;
providing for the expenditure of funds therefor; and providing an effective date (RFP
5578C-Change Order in the negative amount of ($1,362,108.93) for a reduction in
the total five (5) year contract award aggregating to $51,337,891.07). The Public
Utilities Board recommends approval (5-0).
Ordinance No. 2016-170
I. ID 16-717 Consider adoption of an ordinance authorizing the City Manager to execute
Change Order #6 to the contract between the City of Denton and Circle C
Construction Company for the Pecan Creek Interceptor III Wastewater project;
providing for the expenditure of funds therefor; and providing an effective date (Bid
5767-Change Order #6 in the amount of $68,070 for a total contract award
aggregating to $3,118,144.69). The Public Utilities Board recommends approval (5-
0).
Ordinance No. 2016-171
J. ID 16-718 Consider adoption of an ordinance accepting competitive proposals and
awarding a public works contract for the RD Wells Substation Drainage
Improvements project; providing for the expenditure of funds therefor; and providing
an effective date (RFP 6104-awarded to DDM Construction Corporation in the not-
to-exceed amount of $547,221.17). The Public Utilities Board recommends approval
(5-0).
Ordinance No. 2016-172
K. ID 16-719 Consider adoption of an Ordinance accepting competitive proposals and
awarding a contract for the purchase of products and services for an on-site vehicle
parts facility for the City of Denton to be located at the Fleet Services Department;
providing for the expenditure of funds therefor; and providing an effective date (RFP
5641-awarded to Genuine Auto Parts/NAPA Integrated Business Solutions in the
annual amount not to exceed $3,000,000 for a three (3) year not-to-exceed amount of
$9,000,000).
Ordinance No. 2016-173
L. ID 16-722 Consider adoption of an Ordinance accepting competitive proposals and
awarding a contract for the rehabilitation and three (3) year maintenance of the Ozone
Generation System located at the Lake Ray Roberts Water Treatment Plant to Xylem
Water Solutions USA, Inc. in the not-to-exceed amount of $480,000 and a contract
for the cleaning and (3) year maintenance of the Ozone Generation System located at
City of Denton City Council Minutes
June 21, 2016
Page 9
the City of Denton Lake Lewisville Water Treatment Plant to Fin-Tek Corporation in
the not-to-exceed amount of $200,000; providing for the expenditure of funds
therefor; and providing an effective date (RFP 6043). The Public Utilities Board
recommends approval (7-0).
Ordinance No. 2016-174
M. ID 16-723 Consider adoption of an Ordinance accepting competitive proposals and
awarding a contract for the purchase of a Caterpillar Model 826K refuse compactor
for the City of Denton Landfill; providing for the expenditure of funds therefor; and
providing an effective date (RFP 5825-awarded to Holt CAT in the amount of
$1,017,197.92). The Public Utilities Board recommends approval (5-0).
Ordinance No. 2016-175
N. ID 16-724 Consider adoption of an ordinance accepting competitive proposals and
awarding a contract for flooring services for the City of Denton; providing for the
expenditure of funds therefor; and providing an effective date (RFP 6100-awarded to
FloorsourceTx, in a three (3) year not-to-exceed amount of $600,000).
Ordinance No. 2016-176
O. ID 16-725 Consider adoption of an Ordinance accepting competitive proposals and
awarding a contract for Veterinary and Animal Health Supplies for the City of
Denton’s Animal Services Shelter; providing for the expenditure of funds therefor;
and providing an effective date (RFP 6048-awarded to Midwest Veterinary Supply
Inc., in a three (3) year not-to-exceed amount of $225,000 and to Merck Animal
Health in a three (3) year not-to-exceed amount of $105,000 for a total award not-to-
exceed $330,000).
Ordinance No. 2016-177
P. ID 16-726 Consider adoption of an Ordinance accepting competitive proposals and
awarding a contract for the purchase of one (1) articulating water truck and one (1)
articulating dump truck for the City of Denton Landfill; providing for the expenditure
of funds therefor; and providing an effective date (RFP 6102- awarded to Kirby-Smith
Machinery, Inc. in the not-to-exceed amount of $1,100,966). The Public Utilities
Board recommends approval (5-0).
Ordinance No. 2016-178
Q. ID 16-728 Consider adoption of an ordinance of the City of Denton, Texas
authorizing the approval of a First Amendment to a contract with Redi-Mix Concrete
for the supply of ready mix concrete; providing for the expenditure of funds therefor;
and providing an effective date (RFP 4732-providing for an additional expenditure
amount of $800,000 for a total contract award of $1,250,000).
Ordinance No. 2016-179
R. ID 16-740 Consider adoption of an ordinance accepting competitive proposals and
awarding a public works contract for the construction of upgrades to the clerestory
windows at the City of Denton Civic Center; providing for the expenditure of funds
City of Denton City Council Minutes
June 21, 2016
Page 10
therefor; and providing an effective date (RFP 6129-awarded to CBS Roofing
Services in the not-to-exceed amount of $315,240).
Ordinance No. 2016-180
S. ID 16-741 Consider adoption of an ordinance of the City Council of Denton, Texas
authorizing the City Manager to execute an agreement among and between the City
of Bryan, Texas, the City of Denton, Texas, the City of Garland, Texas and the City
of Greenville, Texas regarding prepayment of fixed cost power purchase payments to
be paid to the Texas Municipal Power agency; and providing an effective date. The
Public Utilities Board recommends approval (6-0).
Ordinance No. 2016-181
T. ID 16-748 Consider adoption of an ordinance of the City of Denton, Texas,
authorizing the City Manager to execute a Professional Services Agreement with
Freese and Nichols, Inc. for Engineering Services related to the Hickory Creek
Interceptor Phases I and II project; and establishing an effective date (File 6137 in the
not-to-exceed amount of $654,135). The Public Utilities Board recommends approval
(5-0).
Ordinance No. 2016-182
U. ID 16-750 Consider adoption of an ordinance of the City of Denton authorizing an
agreement between the City of Denton, Texas and the Denton Festival Foundation;
authorizing the expenditure of funds therefor; and providing for an effective date.
($1,000)
Ordinance No. 2016-183
V. ID 16-751 Consider adoption of an ordinance of the City of Denton authorizing an
agreement between the City of Denton, Texas and Court Appointed Special
Advocates (CASA); providing for the expenditure of funds therefor; and providing
for an effective date. ($700)
Ordinance No. 2016-184
W. ID 16-790 Consider adoption of an ordinance of the City of Denton, Texas providing
for, authorizing, and approving the purchase of the Phoenix G2 Fire Station Alerting
System for the City of Denton Fire Department which is available from only one
source and in accordance with Chapter 252.022 of the Texas Local Government Code
such purchases are exempt from the requirements of competitive bidding; and
providing an effective date (File 6172-awarded to US Digital Designs, Inc. in the five
(5) year not-to-exceed amount of $346,361).
Ordinance No. 2016-185
X. ID 16-793 Consider adoption of an ordinance of the City Council of the City of
Denton authorizing the City Manager, or his designee, to execute a "Drainage
Improvement Works Agreement" between the City of Denton and Westpark Group,
LLC, for the improvement of drainage in and around the area east of S. Western Blvd.
and north of Peterbilt; and providing an effective date.
City of Denton City Council Minutes
June 21, 2016
Page 11
5. ITEMS FOR INDIVIDUAL CONSIDERATION
A. ID 16-555 Consider adoption of an ordinance of the City of Denton, Texas,
authorizing the City Manager to execute a Professional Services Agreement with
Sawko and Burroughs, P.C., for Professional Services related to collection of
delinquent taxes on behalf of the City of Denton; and establishing an effective date.
Bryan Langley, Assistant City Manager, stated that this ordinance was for the contract to collect
delinquent taxes. All fees associated with the contract were paid by the delinquent tax payer and
the City did not pay for the collection of the taxes. He reviewed the procedure for the request for
professional services. Staff’s recommendation was for the firm of Sawko and Burroughs.
Council discussed the guarantee of a collection rate.
The following individuals submitted Speaker Cards:
Richard Hays, 819 W Oak, Denton, 76201 presented information on why Council should
hire his firm instead of the recommended firm by staff.
Council discussion after the presentation centered on the guarantee collection rate, office staff from
the Hays firm in the Denton County Tax Office, and ways to contact his firm. They questioned if
Council was allowed to hear from people who participated in the RFQ process.
Cindy Spoon, 2210Westwood, Denton, spoke in opposition
Mayor Watts noted that five Comment Cards were submitted in opposition.
Mayor Watts asked for the values associated with the various guaranteed percentages.
Langley indicated that he did not have those values for this meeting.
Mayor Pro Tem Roden questioned what would happen if a motion to approve failed and if so,
would another process have to be done.
City Attorney Burgess stated that the item was posted just for the award to Sawko and Burroughs.
Council could direct staff to repost the item on a different agenda or award the contract to a
different firm.
Mayor Pro Tem Roden motioned to adopt the ordinance.
Council Member Wazny asked if the guarantee was part of the matrix and if not why not.
Langley stated that each firm was given specific directions on the minimum. This firm provided
additional information but the two numbers were not comparable. If all of the firms could do the
same as the Hays firm and exclude those accounts which were legally not collectable, the other
firms might be over that number.
City of Denton City Council Minutes
June 21, 2016
Page 12
City Attorney Burgess stated that the Council could provide an opportunity for staff to look at the
other three firms in terms of more analysis and do a clarification.
Mayor Pro Tem Roden withdrew his motion.
Mayor Pro Tem Roden motioned to continue the item to a date certain to get the information
requested by the Mayor for a guarantee of 70%. He wanted the other firms that responded to have
a chance to make the same kind of information available in terms of willing to guarantee 70% of
the collectable taxes.
Mayor Pro Tem Roden motioned, Council Member Gregory seconded to continue the item to the
th
June 28 Council meeting. On roll call vote, Council Member Wazny "aye", Mayor Watts "aye",
Mayor Pro Tem Roden "aye", and Council Member Gregory "aye". Council Member Hawkins
"nay", Council Member Briggs "nay", and Council Member Bagheri "nay". Motion carried with a
4-3 vote.
Ordinance No. 2016-166
B. A15-0016f Conduct the second of two readings and take final action on an ordinance
to annex an approximately 23.24 acre property generally located on the west side of
Geesling Road, approximately 700 feet south of East University Drive (US 380),
within the Moreau Forrest Survey, Abstract No. 417, in Denton County, Texas.
Aimee Bissett, Director of Development Services, presented the details of the proposed
annexation. This was the second of two public readings of the annexation ordinance. She presented
the background of the property’s annexation agreement. The developer wished to build on the
property which triggered the annexation. She read the caption of the ordinance into the record.
Council Member Hawkins motioned, Mayor Pro Tem Roden seconded to adopt the ordinance. On
roll call vote, Council Member Hawkins "aye", Council Member Briggs "aye", Council Member
Wazny "aye", Mayor Watts "aye", Mayor Pro Tem Roden "aye", Council Member Bagheri "aye",
and Council Member Gregory "aye". Motion carried unanimously.
C. ID 16-678 Consider adoption of an ordinance of the City of Denton, Texas amending
section 18-38 of the Code of Ordinances relating to the use of wireless communication
devices while driving; to prohibit the use of wireless communication devices while
operating a motor vehicle; providing a repealer clause; providing for a penalty not to
exceed $200 for violations of this ordinance; and providing for an effective date. The
Traffic Safety Commission recommends approval (5-0).
Council Member Wazny suggested continuing the item and delay the presentation to the August
th
16 Council meeting to provide more opportunity for clarification of the ordinance.
The following individuals submitted Speaker Cards:
Eric Pruett spoke in opposition.
Ron Seifert spoke in favor of delaying
City of Denton City Council Minutes
June 21, 2016
Page 13
Mayor Watts noted that there were nine Comment Cards submitted – two in support and seven in
opposition.
Council Member Wazny motioned, Council Member Gregory seconded to postpone the item to
th
the August 16 Council meeting. On roll call vote, Council Member Hawkins "aye", Council
Member Briggs "aye", Council Member Wazny "aye", Mayor Watts "aye", Mayor Pro Tem Roden
"aye", Council Member Bagheri "aye", and Council Member Gregory "aye". Motion carried
unanimously.
D. ID 16-729 Consider appointments to Council Committees.
Mayor Pro Tem Roden motioned, Council Member Wazny seconded to approve the appointments
to the Council committees as noted in the Work Session. On roll call vote, Council Member
Hawkins "aye", Council Member Briggs "aye", Council Member Wazny "aye", Mayor Watts
"aye", Mayor Pro Tem Roden "aye", Council Member Bagheri "aye", and Council Member
Gregory "aye". Motion carried unanimously.
Resolution No. R2016-014
E. ID 16-759 Consider approval of a resolution of the City Council of the City of Denton,
Texas regarding the Proposed "Renewable Denton Plan" Adopted as an Integral Part
of Providing Electric Service to Ratepayers in the Denton Municipal Electric Service
Territory.
Phil Williams, General Manager of DME, presented an update on the Renewable Denton Plan.
The RDP met the City Council direction for rates, renewables and reliability. He presented the
next steps involved in the process.
The following individuals submitted Speaker Cards:
Adam Dunstan – opposed
Tiffany Hudspeth – support
Ron Seifert – opposed
Elida Tamez – opposed
Eric Pruett – opposed
Hugh Coleman – support
David Wright – support
Rita Beving – opposed
Tod King – opposed
Ashley Harisko - opposed
Christiana Harris – opposed
Sean Jacobson – support
Jodi Ismert – opposed
Michael Hennen- opposed
Stephen Shade – opposed
Linda Carrasco – opposed
Brighton Caruthers – opposed
Adam Gawarecki – support
City of Denton City Council Minutes
June 21, 2016
Page 14
Phyllis Minton – opposed
Jane Piper Lunt – opposed
Christopher Fuhrmann – opposed
Carol Soph – opposed
Ed Soph – opposed
Arielle Harris – opposed
Jesse Hamner – opposed
Cindy Spoon – opposed
Lee Allison – support
Tara Hunter – opposed
Gena Felker – opposed
Deborah Armintor – opposed
Greg Johnson – support
John Ryan - support
Mayor Watts noted that there were 52 Comments Cards submitted against the item and 31 in
support.
Mayor Pro Tem Roden noted that many of the public comments spoke about renewables and did
not include gas plants. He asked for an explanation of renewables.
Williams stated that the plan was 70% renewables from physical sources of solar and wind farms
in the future.
Council discussed the need for this plan to hedge against spikes in wind and solar when they were
not available when needed and the citizen comments that this technology was soon to be outdated.
Dacen Ainser spoke in opposition.
Council Member Bagheri questioned how much life was left on the coal plant.
Williams stated that the mechanical life was approximately until the year 2030 but the real question
was of the economic life due to the low gas prices. He noted that Gibbons Creek was one of
cleaner plants of its age.
Council Member Bagheri questioned if gas prices had already hit bottom.
Williams stated that prices had increased some with projections indicating that they would
moderately increase as made in the DME original projections.
Council Member Bagheri asked if the renewable prices had hit bottom as well.
Williams stated that solar was coming in somewhat lower but wind seemed to be at the bottom.
Council Member Bagheri questioned if there would be a 2% increase every year for rate payers.
Williams replied that was a trend as each year the needs varied based on the weather. Over 20
years it was a 2% increase.
City of Denton City Council Minutes
June 21, 2016
Page 15
Council Member Gregory asked about the difference in the engines as noted in the video.
Williams stated that the others were built in an attainment area.
Council Member Gregory asked if the proposed engines were more efficient and quieter.
Williams stated yes.
Council Member Gregory asked about the consultant report regarding the number of units.
Williams stated that the proposal was for twelve units to take care of the next 20 years. The plan
was for more wind power plants and solar contracts. Twelve units would come to the economies
of scale and not have to come back at a later date with more costs. When the renewables were not
available and cost on market was too high, the units would be used.
Council commented that the plan was to backup renewables; on compressed air energy storage; on
negative pricing of renewables; on the situation if the plants were not built; and on buying times
on the market.
Mayor Watts stated that he was ok with nine units but not comfortable with twelve units; was in
favor of two sites; and struggled with the 20 year financing of debt but pay off as quickly as
possible.
Council discussed the options of one or two sites.
Council Member Gregory motioned to approve the resolution with one amendment in Section 3.
His proposed wording was “nothing expressed herein shall be deemed to limit the City’s use of
renewable energy in the future, to the amount of seventy percent (70%) of its load, and the City
Council specifically endorses and sets a goal of achieving one hundred percent (100%) renewable
by 2035, while continuing to offer competitive electric rates and electric reliability to its customers.
Mayor Pro Tem Roden asked if the Council went in this direction would this be getting the policy
direction first, then follow staff to complete the details. In the absence of anything in the resolution
relating to number of sites or units or where put them, what would be the direction moving forward.
City Attorney Burgess stated that if the language was omitted, staff would read as close to what
policy direction was provided in Council discussion and leave implementation open for staff to do.
Council could clarify the details if they wanted.
Mayor Pro Roden suggested that an amendment should be added understating that there were
going to be opportunities for purchasing property, purchasing of units and the number of those.
Council should decide on policy direction. His suggestion would be to amend the resolution to
include the number of units as opposed by staff understanding the wide latitude by Council to scale
up or down as seen fit.
Council Member Gregory felt that the details could be worked out moving forward. There was a
need clarify policy at this point.
City of Denton City Council Minutes
June 21, 2016
Page 16
Council Member Wazny wanted to clarify the number of sites and number of units. She did not
want to leave that it blank as such a decision would determine the cost. She was in favor of one
site.
Council Member Bagheri felt that twelve units on one site would be the worst possible option.
Council Member Gregory motioned, Mayor Pro Tem Roden seconded to approve the resolution
with twelve units on one site with 10% renewable by 2019. On roll call vote, Council Member
Hawkins "aye", Council Member Wazny "aye", Mayor Watts "aye", Mayor Pro Tem Roden "aye",
and Council Member Gregory "aye". Council Member Briggs "nay", and Council Member Bagheri
"nay". Motion carried with a 5-2 vote.
Mayor Watts noted that his vote was incorrectly cast.
On second roll call vote, Council Member Hawkins "aye", Council Member Wazny "aye", Mayor
Pro Tem Roden "aye", and Council Member Gregory "aye". Council Member Briggs "nay", Mayor
Watts "nay", and Council Member Bagheri "nay". Motion carried a 4-3 vote.
Ordinance No. 2016-187
F. ID 16-773 Consider adoption of an ordinance considering all matters incident and
related to the issuance, sale and delivery of up to $265,000,000 in principal amount
of "City of Denton Revenue Bonds, Series 2016" authorizing the issuance of the
Bonds; delegating the authority to certain City officials to execute certain documents
relating to the sale of the Bonds; approving and authorizing instruments and
procedures relating to said Bonds; and enacting other provisions relating to the
subject.
Chuck Springer, Director of Finance, stated that this was a parameters ordinance for $256 million
in Revenue Bonds. He detailed the provisions of the bonds.
Council discussed the term length of the bonds.
The following individuals submitted Speaker Cards:
Ron Seifert – opposed
Jodi Ismert – opposed
James Ramos – opposed
Deborah Armintor - opposed
Melissa Stevens – opposed
Kimberly Null – opposed
Cindy Spoon – opposed
Mayor Watts noted that 22 comment cards were submitted in support and 45 in opposition.
Additional speakers included Willie Hudspeth in opposition and David Wright in favor.
Council Member Bagheri felt that a debt of this nature should go to the voters for approval.
City of Denton City Council Minutes
June 21, 2016
Page 17
Council Member Hawkins asked about the renewable contracts.
Williams stated that they were able to verify the cost in the plan. In terms of the Request for
Proposal for the wind farms, one was already not available. The concern was as the time got closer
to the elimination of the production credits, the number of wind farms would go away and drive
cost up.
Mayor Pro Tem Roden motioned, Council Member Gregory seconded to adopt the ordinance. On
roll call vote, Council Member Hawkins "aye", Council Member Wazny "aye", Mayor Pro Tem
Roden "aye", and Council Member Gregory "aye". Council Member Briggs "nay", Mayor Watts
"nay", and Council Member Bagheri "nay". Motion carried with a 4-3 vote.
Resolution No. R2016-015
G. ID 16-795 A Resolution of the City Council of the City of Denton, Texas, authorizing
the Mayor of the City of Denton to sign a Notice of Non-Renewal of a certain
Employment Agreement with the City Manager, George Campbell, and to issue such
notice to George Campbell; expressing appreciation for the nearly ten years of
dedicated service and leadership of City Manager George Campbell to the City of
Denton Organization and to the community; and providing an effective date.
City Attorney Burgess stated that this item was a resolution to authorize a letter to the City
Manager noting non-renewal of his contract and expressed appreciation for his years of service.
Mayor Watts noted that there were 4 Comment Cards in support.
Council Member Briggs motioned, Council Member Wazny seconded to approve the resolution.
On roll call vote, Council Member Briggs "aye", Council Member Wazny "aye", Mayor Watts
"aye", and Council Member Bagheri "aye". Council Member Hawkins "nay", Mayor Pro Tem
Roden "nay", and Council Member Gregory "nay". Motion carried with a 4-3 vote.
Ordinance No. 2016-188
H. ID 16-796 An Ordinance approving a Professional Consulting Services Agreement,
Waiver and Release concerning employment between the City of Denton and George
Campbell; authorizing the Mayor to execute said Agreement; authorizing the
expenditure of funds therefore; and providing an effective date.
Council Member Briggs motioned, Council Member Wazny seconded to adopt the ordinance. On
roll call vote, Council Member Hawkins "aye", Council Member Briggs "aye", Council Member
Wazny "aye", Mayor Watts "aye", Mayor Pro Tem Roden "aye", Council Member Bagheri "aye",
and Council Member Gregory "aye". Motion carried unanimously.
6. PUBLIC HEARINGS
Ordinance No. 2016-189
A. ID 16-702 Continue a public hearing and consider adoption of an ordinance of the
City of Denton, Texas, adopting Roadway Impact Fees per service unit; establishing
procedures for the assessment, collection, computation, expenditure, refund and
City of Denton City Council Minutes
June 21, 2016
Page 18
general administration of roadway impact fees; providing for the establishment of
accounts for roadway impact fees; providing construction, severability, and conflict
clauses; and providing for an effective date.
Mayor Watts noted that this was a continuation of a prior public hearing.
PS Arora, Wastewater Division Manager, presented the information on the action that was needed
for this item. The proposed ordinance would set the fee for amount of the impact fee.
Council Member Wazny stated that she would like the fee at the $2000 amount.
Council Member Bagheri suggested a $2000 fee and a one year waiting period before instituting
the fee.
David Lehde spoke in favor of a lower fee amount.
The Mayor closed the public hearing
Mayor Pro Tem Roden motioned, Council Member Briggs seconded to adopt the ordinance at a
$2,000 fee level. On roll call vote, Council Member Hawkins "aye", Council Member Briggs
"aye", Council Member Wazny "aye", Mayor Watts "aye", Mayor Pro Tem Roden "aye", Council
Member Bagheri "aye", and Council Member Gregory "aye". Motion carried unanimously.
B. A15-0016f Conduct the second of two readings and take final action on an ordinance
to annex an approximately 23.24 acre property generally located on the west side of
Geesling Road, approximately 700 feet south of East University Drive (US 380),
within the Moreau Forrest Survey, Abstract No. 417, in Denton County, Texas.
This item was considered earlier under Items for Individual Consideration.
Ordinance No. 2016-190
C. Z16-0006a Hold a public hearing and consider adoption of an ordinance of the City
of Denton, Texas, regarding a rezoning request from Downtown Residential 1 (DR-
1) District to Downtown Residential 2 (DR-2) District on approximately 0.30 acres,
located on the southeast corner of West Eagle Drive and McCormick Street.; and
providing for a penalty in the maximum amount of $2,000.00 for violations thereof;
providing a severability clause and an effective date. The Planning and Zoning
Commission recommended approval of the request (6-0).
The Mayor opened the public hearing.
Aimee Bissett, Director of Development Services, presented the information on the rezoning
request. She provided information on the surrounding area, current zoning, Denton 2030 Plan
description of the area, consideration for rezoning, and public notification. The Planning and
Zoning Commission as well as staff recommended approval.
No one spoke during the public hearing.
City of Denton City Council Minutes
June 21, 2016
Page 19
The Mayor closed the public hearing.
Council Member Bagheri motioned, Council Member Hawkins seconded to adopt the ordinance.
On roll call vote, Council Member Hawkins "aye", Council Member Briggs "aye", Council
Member Wazny "aye", Mayor Watts "aye", Mayor Pro Tem Roden "aye", Council Member
Bagheri "aye", and Council Member Gregory "aye". Motion carried unanimously.
D. HL15-0005b Hold a public hearing and consider an application for a Historic
Landmark Designation for the property located at 1120 North Locust Street. The
subject site is located on the east side of North Locust Street, approximately 20 feet
south from the intersection of North Locust Street and Second Street. The Historic
Landmark Commission recommends approval 7-0. The Planning and Zoning
Commission recommends approval 7-0.
The Mayor opened the public hearing.
Aimee Bissett, Director of Development Services, presented information on the request for a
historic designation for the property located at 1120 North Locust. She provided information on
the location of the property and the designation criteria. The Planning and Zoning Commission as
well as the staff recommended approval.
No one spoke during the public hearing.
The Mayor closed the public hearing.
Council Member Hawkins motioned, Council Member Wazny seconded to approve the
designation. On roll call vote, Council Member Hawkins "aye", Council Member Briggs "aye",
Council Member Wazny "aye", Mayor Watts "aye", Mayor Pro Tem Roden "aye", Council
Member Bagheri "aye", and Council Member Gregory "aye". Motion carried unanimously.
7. PRESENTATION FROM MEMBERS OF THE PUBLIC
A. Review of procedures for addressing the City Council. B. Receive Scheduled Citizen
Reports from Members of the Public.
1. ID 16-780 Willie Hudspeth regarding the lack of African American firefighters.
Mr. Hudspeth presented information on the lack of African American firefighters in the Fire
Department. The firefighters union had written into the rules power to keep the Fire Department
segregated. He would return with further details.
9. CONCLUDING ITEMS
A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from
the City Council or the public with specific factual information or recitation of policy,
or accept a proposal to place the matter on the agenda for an upcoming
City of Denton City Council Minutes
June 21, 2016
Page 20
meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide
reports about items of community interest regarding which no action will be taken, to
include: expressions of thanks, congratulations, or condolence; information regarding
holiday schedules; an honorary or salutary recognition of a public official, public
employee, or other citizen; a reminder about an upcoming event organized or
sponsored by the governing body; information regarding a social, ceremonial, or
community event organized or sponsored by an entity other than the governing body
that was attended or is scheduled to be attended by a member of the governing body
or an official or employee of the municipality; or an announcement involving an
imminent threat to the public health and safety of people in the municipality that has
arisen after the posting of the agenda.
Council Member Gregory requested a report on the fees collected from gas well operators for leaks
following gas well drilling leak inspections by the third d party consultant, how many inspections
had been done in the past year, the results of the inspections and inspection charges.
Mayor Pro Tem Roden asked for a report regarding potential annexation of areas with proposed
development outside the city limits.
B. Possible Continuation of Closed Meeting topics, above posted.
There was no continuation of the Closed Meeting
With no further business, the meeting was adjourned at 12:38 a.m.
__________________________
CHRIS WATTS
MAYOR
CITY OF DENTON, TEXAS
__________________________
JENNIFER WALTERS
CITY SECRETARY
CITY OF DENTON, TEXAS
City Hall
City of Denton
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
Legislation Text
File #:ID 16-870,Version:1
AGENDA INFORMATION SHEET
DEPARTMENT:Materials Management
ACM:Bryan Langley
AGENDA DATE:July 19, 2016
SUBJECT
ConsideradoptionofanordinanceoftheCityofDenton,Texasauthorizingtheapprovalofanadditional
expenditureamountof$185,000foremergencymedicalsuppliesfortheCityofDentonFireDepartmentas
purchasedthroughacontractawardedtoBoundTreeMedicalthroughaCooperativePurchasingAgreement
withtheCityofCedarHill;providingfortheexpenditureoffundstherefor;andprovidinganeffectivedate
(File5427-providingforanadditionalexpenditureamountof$185,000foratotalawardnot-to-exceed
$560,000).
FILE INFORMATION
File5427forEmergencyMedicalSupplies(EMS)wasoriginallyawardedbyCouncilonFebruary4,2014in
theamountof$375,000.ThecontactwasawardedtoBoundTreeMedicalthroughaCooperativePurchasing
AgreementwiththeCityofCedarHill(Exhibit1).Thiscontractallowseachindividualfirestationtoorderand
maintainsuppliesasneededforparlevelandreplacement.Orderrequestsareplacedonlineandarereviewed
andapprovedbytheEMSBattalionChiefbeforetheorderisprocessed.Suppliesandmedicationsarethen
shipped directly to the requesting station.
Duetohigherthananticipatedsupplyexpendituresforallseven(7)MedicUnitscurrentlyinserviceandone
(1)reserveunit,supplementalfundingisneededtoensureacontinuoussupplyoftheseemergencyitems.
Contractitemssuchaslatexgloves,handsanitizers,alcoholwipes,andotherfirstaidkitsuppliesarealso
stockedintheDistributionCenterandareutilizedbyotherCitydepartments,whichcreatesafurtherneed.
Additionally,fundinghasbeenrequestedtobringinMedicUnit8intotheFireDepartment’sfrontlineservice
duringFiscalYear2016-2017.Therefore,staffisrecommendingtheapprovalofanadditionalexpenditure
amount of $185,000 to encompass the remaining contract period through March 26, 2017.
RECOMMENDATION
Approveanadditionalexpenditureof$185,000foremergencymedicalsuppliesforatotalcontractawardof
$560,000.
PRINCIPAL PLACE OF BUSINESS
Boundtree Medical
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ESTIMATED SCHEDULE OF PROJECT
Thedeliveryofspecificorderscanbecompletedin2-5daysafterreceiptofanorder.TheCedarHillcontract
with Bound Tree Medical expires on March 26, 2017.
FISCAL INFORMATION
ThesupplieswillbefundedfromtheGeneralFundaccount320100.6336forFireDepartmentsuppliesand
fromtheMaterialsManagementFundforDistributionCentersuppliesandchargedtoeachdepartmentbased
on usage.
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:4.1 Enhance public safety in the community
EXHIBITS
Exhibit 1: Original Contract
Exhibit 2: Ordinance
Respectfully submitted:
Chuck Springer, 349-8260
Director of Finance
For information concerning this acquisition, contact: Brian Glenn at 349-8834.
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Exhibit 1
Exhibit 1
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Exhibit 1
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EXHIBIT 2
ORDINANCE NO. __________
AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE APPROVAL OF
AN ADDITIONAL EXPENDITURE AMOUNT OF $185,000 FOR EMERGENCY MEDICAL
SUPPLIES FOR THE CITY OF DENTON FIRE DEPARTMENT AS PURCHASED THROUGH A
CONTRACT AWARDED TO BOUND TREE MEDICAL THROUGH A COOPERATIVE
PURCHASING AGREEMENT WITH THE CITY OF CEDAR HILL; PROVIDING FOR THE
EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE
5427-PROVIDING FOR AN ADDITIONAL EXPENDITURE AMOUNT OF $185,000 FOR A
TOTAL AWARD NOT-TO-EXCEED $560,000).
WHEREAS, on February 4, 2014, by Ordinance No. 2014-022, the City awarded a contract
to Boundtree Medical, in the amount of $375,000 for emergency medical supplies; and
WHEREAS, the Staff having recommended, and the City Manager having recommended to
the Council that an amendment be authorized to amend such contract agreement with respect to the
term of the agreement and an increase in the payment amount, and said fees under the proposed
contract are fair and reasonable and are consistent with and not higher than the recommended
and such fees do not exceed the maximum provided by law; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The First Amendment, increasing the amount of the contract between the City
and Boundtree Medical, which is on file in the office of the Purchasing Agent, in the amount of One
Hundred Eighty Five Thousand and 0/100 ($185,000) Dollars, is hereby approved and the
expenditure of funds therefor is hereby authorized in accordance with said amendment. The total
contract amount increases to $560,000.
SECTION 2. 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: _________________________________
EXHIBIT 2
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 16-799,Version:1
Agenda Information Sheet
DEPARTMENT:Denton Municipal Electric
CM/ ACM:Howard Martin, 349-8232
Date:June 28, 2016
SUBJECT
ConsideradoptionofanordinanceoftheCityofDentondeterminingthepublicuseandnecessityforthe
acquisitionoffeesimpletitletothesurfaceestateandrelatedrealpropertyinterestsasfurtherdefined
herein,includingawaiverofsurfaceusetothemineralestate,ofa117.145acres,whichconsistsoftwo
separatetracts,moreparticularlydescribedintheattachedExhibit"A"("propertyinterests"),withtractone
(113.417acres)beinggenerallylocatedsouthofJimChristalRoad,betweenthe9000and9300blocks,
andsituatedintheGibsonMyersSurvey,Abstract843,andtheMosesH.DavisSurvey,AbstractNo.377,
andtracttwo(3.728acres)beinggenerallylocatedsouthofthe9300blockofJimChristalRoad,situated
intheJohnson,Green,MyersandBrummettSurvey,AbstractNo.1699,andtheMosesH.DavisSurvey,
AbstractNo.377,bothtractsbeinginthecityofDenton,DentonCounty,Texas;authorizingtheCity
Manager,orhisrespectivedesignee,toacquirethepropertyinterestsbyagreementincludingmaking
initialandfinalofferstoowner(s)ofthepropertyinterests;authorizingtheuseofthepowerofeminent
domaintocondemnthepropertyinterestsifanagreementcannotbereachedwiththeowner(s);authorizing
theCityAttorney,orherdesignee,tofileeminentdomainproceedingsifnecessary;authorizingthe
expenditure of funding; makings findings; providing a savings clause; and providing an effective date.
BACKGROUND
Inanefforttoaddmorerenewablegenerationtoitsportfolio,DentonMunicipalElectric’s(DME)has
proposedtheRenewableDentonPlan,whichsetsagoalof70%greenenergyby2019.Akeycomponentof
theplanisaproposedquick-startgenerationfacility.Althoughthefacilitywouldbeonlyabout13%ofthe
overallproposedenergyportfolio,itwillprovideameasureofreliabilityandflexibilityaroundthe70%
renewableportionwithouthavingtoincreaseratestocustomers.ThisfacilitywillallowDMEtodispatch
generationattimeswhentherenewableenergyisnotavailableandwhenmarketpricedenergyishigh.This
proposed site will house the quick-start generation facility and the corresponding substation.
AnappraisalofthepropertywasperformedbyIntegraRealtyResourcesDFW,LLPfortheamountof
$2,928,625.00.Theappraisalincludescompensationtothelandownerfortheentire117.145acresinfee
simple interest for the purpose of constructing a quick-start generation facility and corresponding substation.
OPTIONS
1.Approve adoption of an ordinance to acquire the above subject property.
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2.Do not approve adoption of the ordinance and provide staff with further direction.
3.Table the matter for future action.
RECOMMENDATION
DME staff recommends approving adoption of the ordinance to acquire the subject property for the City of
Denton.
ESTIMATED SCHEDULE OF PROJECT
Depending on other variables, such as permitting and weather, DME staff estimates work on the site to begin in
early 2017, with anticipated completion of the quick-start generation facility in 2018.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
Reviewed extensively by the Public Utilities Board in the years 2013, 2014 and 2015. RDP approved by the
PUB on December 14, 2015. Reviewed extensively by the City Council in the years 2013, 2014, 2015 and
2016.
FISCAL INFORMATION
Integra Realty Resources DFW, LLP, performed an appraisal of the property and calculated the value of the
property to be $2,928,625.00.
EXHIBITS
1.Ordinance
2.Map
3.Motion
Respectfully submitted:
Phil Williams
General Manager, Denton Municipal Electric
Prepared by:
Smith Day
Compliance Manager
Denton Municipal Electric
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MOTION
City Council Agenda Item ______
(Renewable Denton Plan)
“I move that the City of Denton, after having made the offers required by State law,
use of the power of eminent domain, if needed, to acquire fee simple title to the
surface estate and related real property interests as further defined in the Ordinance,
including a waiver of surface use to the mineral estate, of 117.145 acres which
consists of two separate tracts located in Denton, Denton County, Texas, generally
south of Jim Christal Road, between the 9000 and 9300 blocks, and being more
particularly described on Exhibit “A” to the ordinance now under consideration and
on the overhead screen now being displayed to the audience, all of which is for a
valid public use necessary to provide the location for the Denton Energy Center
component of the City’s Renewable Denton Plan approved by resolution of the City
Council on June 21, 2016.”
City Hall
City of Denton
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
Legislation Text
File #:ADP16-0001b,Version:1
AGENDA INFORMATION SHEET
DEPARTMENT:Department of Development Services
ACM:Jon Fortune
DATE:July 19, 2016
SUBJECT
HoldapublichearingandconsiderapprovalofanAlternativeEnvironmentallySensitiveArea(ESA)Planfor
theVillagesofCarmelPhase4B.ThesubjectpropertyisgenerallylocatedonthenorthsideofPockrusPage,
eastofMonteVerdeWay,andwestofSwisherRoad.ThePlanningandZoningCommissionrecommends
approval (7-0).
BACKGROUND
ThesubjectpropertyislocatedwithinPhase4oftheVillagesofCarmel,anapproximately45-acreproperty
locatedonthenorthsideofPockrusPageRoadwhichwasrezonedin2015fromaNeighborhoodResidential
MixedUse(NRMU)DistricttoaNeighborhoodResidential6(NR-6)Districttoallowsingle-family
development. Within Phase 4 there are two areas of potential environmental importance:
UplandHabitat-AtthenorthwestcornerofthepropertyisanareaformerlylocatedwithinanUpland
HabitatESA.ThisdesignationincludestheremnantsoftheeasternCrossTimbersforestthatareatleast
tenacresinsizeandrequiresthat50%oftheESAremainprotectedfromresidentialdevelopment.The
UplandHabitatESAinPhase4wasremovedin2008,however,afterstaffconductedafieldassessment
oftheareaitwasdeterminedthatitdidnotmeetthetenacreminimumacreagerequirementtoqualify
as an ESA.
RiparianBuffer-Atthesoutheastcornerofthepropertyistheremnantofastreamwhichisdesignated
asaRiparianBufferESA.Thisdesignationrestrictsdevelopmentwithineither50or100feetofthe
centerlineofstreams,dependinguponthesizeofbasinthatisdrained.Staffconductedafield
assessmentofthestreamin2015andconfirmedtheexistenceofaRiparianBufferESAinthisarea.
Becausethestreamdrainsabasinoflessthanonesquaremile,protectionagainstdevelopmentextends
only within 50 feet of the centerline of this stream.
TheapplicantisrequestingtoremovetheRiparianBufferESAonthestreamtoallowdevelopmentofnine
additionalsingle-familyhomes.Asmitigationforthisremoval,theapplicantisproposingtopreservetrees
inside the former Upland Habitat ESA at a 1:1 ratio to those removed from the Riparian Buffer ESA.
Tocomplywiththepublichearingnoticerequirements,60noticesweresenttopropertyownerswithin200feet
ofthesubjectproperty,347courtesynoticesweresenttophysicaladdresseswithin500feetofthesubject
property,anoticewaspublishedintheDentonRecordChronicle,andsignswereplacedontheproperty.Staff
receivedtworesponsesinfavoroftherequest.Threemembersofthepublicspokeinsupportoftherequestat
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the Planning and Zoning Commission meeting on June 8, 2016.
OPTIONS
1.Approve as submitted.
2.Approve subject to conditions.
3.Deny.
4.Postpone consideration.
5.Table item.
RECOMMENDATION
The Planning and Zoning Commission recommends approval of this request (7-0).
The Development Review Committee recommends approval of this request.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
OnJune8,2016,thePlanningandZoningCommissionrecommendedapprovaloftheAlternativeESAPlan
request (7-0).
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.Staff Analysis
2.Location Map
3.Zoning Map
4.Future Land Use Map
5.ESA Map
6.Proposed ESA Plan
7.Site Photos
8.Notification Map & Responses
9.June 8, 2016, P&Z Meeting Minutes
10.Draft Ordinance
11.Presentation
Respectfully submitted:
Aimee Bissett
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Director of Development Services
Prepared by:
Mike Bell
Senior Planner
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City Hall
City of Denton
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
Legislation Text
File #:ADP16-0001a,Version:1
Planning Report
ADP16-0001/Villages of Carmel Phase 4B
City Council District 1
Planning & Zoning Commission
June 8, 2016
REQUEST:
HoldapublichearingandconsiderarecommendationtoCityCouncilregardinganAlternative
EnvironmentallySensitiveArea(ESA)PlanfortheVillagesofCarmelPhase4B.Thesubjectpropertyis
generallylocatedonthenorthsideofPockrusPageRoad,eastofMonteVerdeWay,andwestofSwisher
Road. (ESA16-0001, Villages of Carmel Phase 4, Mike Bell).
OWNER:
Justin Bono, Astra Carmel, LLC
APPLICANT:
Rodney Zielke, P.E., Z Professional Services
BACKGROUND:
ThesubjectpropertyislocatedwithinPhase4oftheVillagesofCarmel,anapproximately45-acreproperty
locatedonthenorthsideofPockrusPageRoadwhichwasrezonedin2015fromaNeighborhoodResidential
MixedUse(NRMU)DistricttoaNeighborhoodResidential6(NR-6)Districttoallowsingle-family
development. Within Phase 4 there are two areas of potential environmental importance:
UplandHabitat-AtthenorthwestcornerofthepropertyisanareaformerlylocatedwithinanUpland
HabitatESA.ThisdesignationincludestheremnantsoftheeasternCrossTimbersforestthatareatleast
tenacresinsizeandrequiresthat50%oftheESAremainprotectedfromresidentialdevelopment.The
UplandHabitatESAinPhase4wasremovedin2008,however,afterstaffconductedafieldassessment
oftheareaitwasdeterminedthatitdidnotmeetthetenacreminimumacreagerequirementtoqualify
as an ESA.
RiparianBuffer-Atthesoutheastcornerofthepropertyistheremnantofastreamwhichisdesignated
asaRiparianBufferESA.Thisdesignationrestrictsdevelopmentwithineither50or100feetofthe
centerlineofstreams,dependinguponthesizeofbasinthatisdrained.Staffconductedafield
assessmentofthestreamin2015andconfirmedtheexistenceofaRiparianBufferESAinthisarea.
Becausethestreamdrainsabasinoflessthanonesquaremile,protectionagainstdevelopmentextends
only within 50 feet of the centerline of this stream.
TheapplicantisrequestingtoremovetheRiparianBufferESAonthestreamtoallowdevelopmentofnine
additionalsingle-familyhomes.Asmitigationforthisremoval,theapplicantisproposingtopreservetrees
inside the former Upland Habitat ESA at a 1:1 ratio to those removed from the Riparian Buffer ESA.
SITE DATA:
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Phase4oftheVillagesofCarmelcontains45acresofundevelopedproperty.AFinalPlatforPhase4Aonthe
western17.5acresofthepropertywasapprovedbythePlanningandZoningCommissiononMay5,2015,and
clearing and grading work is currently underway in this area.
USE OF PROPERTY UNDER CURRENT ZONING:
ThesubjectpropertyislocatedwithinanNR-6Districtthatpermitsamaximumdensityofsixsingle-family
units per acre.
SURROUNDING ZONING AND LAND USES:
North:ThepropertytothenorthiszonedanNR-6Districtandalthoughcurrentlyundeveloped,hasreceived
plat approval for single-family homes within the Villages of Carmel Phase 5.
East:Thepropertytotheeastwilldedicatedasright-of-wayforthefutureextensionofPostOakBoulevard,a
six-lane,dividedroadway.PropertiesfarthertotheeastarezonedRuralResidential(RD-5X)andare
developed with single-family homes.
South:ThepropertytothesouthislocatedwithinPlannedDevelopment-117(PD-117)andincludessingle-
family homes within the Preserve at Pecan Creek.
West:ThepropertytothewestiszonedaNeighborhoodResidentialMixedUse12(NRMU-12)districtandis
developed with townhomes within the Villages of Carmel Phase 1.
COMPATABILITY OF REQUEST WITH SURROUNDING ZONING/LAND USES:
Surroundingpropertiesareallsingle-familydevelopments.TheproposedAlternativeESAPlanwouldhaveno
impact on the use of these properties.
COMPREHENSIVE PLAN:
DuringtheinputprocessforDentonPlan2030,aswellasthe1999DentonPlan,residentsrepeatedlyexpressed
thatpreservingthenaturalenvironmentofDentonisoneoftheirhighestpriorities.Asaresultofthe
environmentalprinciplesofthe1999DentonPlan,severalareaswithsignificantecologicalvalueasESA’s
wereidentifiedandtheseweresubsequentlyadoptedin2002.Theareasaresubjecttoregulationsthatlimit
land-disturbingactivityanddevelopmentinspecificnaturalresourceareas,andprotectthecity’swaterquality.
ESA’sprovideimportantplantandanimalhabitats,aswellasprovidecriticallinkagesforwildlife,astheyare
intended to link existing and planned open space within the city. ESA’s include the following areas:
100-YearFloodplain-AreawithintheFEMA100-yearfloodplaininitsnaturalstateoranareathat
has been graded, filled, or otherwise disturbed.
RiparianBuffers-Areaslocated100feetfromthecenterlineofstreamsdrainingabasinofgreater
than one square mile, and 50 feet from any streams that drain areas of one square mile or less.
Water-RelatedHabitat-Areasthataredesignatedforwetland,tree,andunderstorypreservationand
that include significant stands of water-related habitat.
UplandHabitat-AreasofaminimumoftenacresinsizethatcontainremnantsoftheeasternCross
Timbers Habitat.
DentonPlan2030outlinespoliciesandactionstocreateacohesivegreeninfrastructurenetwork,expandand
protecttreecanopy,preservehabitatandecosystems,improveairandwaterquality,andconservewater
resources.Afewoftheactionsrelatedtothesepoliciesthatrelatedtotheapplicant’srequestareprovided
below:
FurthertheESAprogramtocreateanintegratedsystemofpublicly-ownednaturalareasthatprotectthe
integrityofimportantconservationsites,protectcorridorsbetweennaturalareas,andpreserve
outstanding examples of Denton’s diverse natural environment.
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UsetheESAframeworkasbasisforguidinglandusedecisionsandprovidinganequitabledistribution
of natural resources throughout the city.
Encouragethepreservationoffloodplainandopenspacesasaccessasacommunity-widerecreational
resource instead of singular ownership by one person or a single neighborhood.
RequireESAAssessmentsfordevelopmentsiteswhereareasofhighecologicalvalueareproposedto
bedisturbedthatwilltriggerappropriatemanagementpracticesincludinganynecessarymitigation
actions.
Makebroaderuseofmitigationbankstofacilitatemarket-basedcompensationtolandownersthat
choose to help environmentally sensitive lands.
EstablishtreeparksinwhichtheCitypurchaseslandsidentifiedtohavesignificantamountsofhistoric
trees for long-term preservation.
DevelopaplanforconservationandpreservationoftheuniqueandendangerednativeCrossTimbers
Forestregiontrees,BlackjackOakandPostOak,whicharecriticaltothelocalwildlifeandnatural
ecosystem of Denton.
ContinuetoenforceandupdatetheESAregulationsinordertomanageimportantnaturalareasthat
preservewildlifehabitatandnativelandscapes,whileprovidingopportunitiesforeducation,scientific
research, nature interpretation, art, fishing, relaxation, wildlife observation, hiking and other activities.
PreservestreambuffersandthebottomlandhardwoodhabitatandwetlandsinaccordancewithESA
regulations.
CONSIDERATIONS:
1.TheapplicantisrequestingtoremoveapproximatelytwoacresofRiparianBufferESAatthesoutheast
corneroftheVillagesofCarmelPhase4.ThisESAdesignationisintendedtoprotecttheremnantofa
streamthatoncefedintoatributaryofLakeLewisville.Thenaturalstreamterminatesatthesouthendof
thepropertyneartheintersectionPockrusPageRoadofPostOakBoulevard,whereitisthencollectedinto
theCity’sstormwatersystem.ThenaturalstreamnolongerexiststothesouthofPockrusPageRoad,asit
waschannelizedalongtheeastsideofPostOakBoulevardin2001tofacilitatethePreserveatPecanCreek
SectionAandVillagesofCarmelPhase3.ThesedevelopmentsoccurredpriortotheadoptionoftheESA
protectionregulationsin2002andthereforewerenotrequiredtoprovideanymitigationforthe
channelization downstream.
2.StaffassessedtheRiparianBufferESAin2015anddeterminedthatthestreammeetsthestandardsfor
protection,howevertheapplicantcontendsthatthedrainageimprovementsrequiredwithintheremainderof
Phase4willeventuallyeliminateanywaterrunoffthatcurrentlyfeedsthisstream.Afterreviewing
engineeringplansassociatedwithPhase4,staffconcurswiththisassessment.OncetheremainderofPhase
4isdeveloped,thenaturalrunoffthatoncefedthestreamwillinsteadbecollectedintothestormwater
system,eventuallyeliminatingtheenvironmentalconditionsthatqualifyforESAprotection.Atthattime,
theapplicantcouldrequestanewassessmentoftheESAand,ifremoved,couldthenreplattheareaintothe
nine additional lots currently proposed.
3.InexchangefortheearlyremovaloftheRiparianBufferESA,theapplicantisproposingtopreserve
treeswithinanapproximatelytwoacrestandoftreesoncelocatedwithinanUplandHabitatESAatthe
northwestcornerofPhase4B.ForeveryinchoftreeremovedfromtheRiparianBufferESA,theapplicant
willpreserveoneinchwithintheoldUplandHabitatESA.Basedonthetreesurveyprovidedwiththe
PreliminaryPlat,thiswilltotalapproximately875inches.BecausethetwoESA’scontainroughlythesame
proportionoftreesizesandspecies,primarilyPostOaksandRedCedars,theproposedmitigationwould
allowforanapproximatelyeventradeofbothqualityandquantityoftrees.Theapplicantintendstouseany
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excessinchesoftreeswithinthestandabovethe1:1ratiotowardscompliancewiththeminimumtree
preservationrequirementsoftheTreeCode.ThenetresultwillleaveamajorityoftheformerUpland
Habitat ESA intact.
4.Furthermore,ifapproved,theapplicantwouldnolongerbepermittedtocredittheinchesoftreeswithin
thetreepreservetowardstheminimumpreservationrequirementsoftheTreeCode.Thiscreatesthe
additional benefit of increasing the total inches of trees preserved across the entirety of Phase 4B.
5.TheproposedtreepreserveareaisadjacenttotwootherheavilytreedcommonarealotswithinPhase
4AandPhase2CoftheVillagesofCarmel.ThetreesontheselotswerealsooncepartoftheUpland
HabitatESAandwereusedtomeetpreservationrequirementsoftheTreeCodeforthesephases.When
combined,thethreelotswouldprovideacommonareatreeparkavailabletoresidentsoftheVillagesof
Carmel Home Owners’ Association (HOA).
6.AlthoughacknowledgingthattheRiparianBufferandUplandHabitatESAdesignationshavedifferent
purposesandcannotbeequitablycomparedusingtreesalone,staffissupportiveoftheproposedmitigation
asitaffordsprotectionnotcurrentlyprovidedtoanimportantenvironmentalresource,createsacohesive
treeparkcentrallylocatedforresidentsoftheVillagesofCarmel,andincreasesthetotalnumberoftrees
preservedacrossPhase4.ThecostforthisprotectionistheforfeitureoftheRiparianBufferESAthatis
likely be eliminated in the future once the remainder of Phase 4 is developed.
7.TheproposedtreepreserveisintendedtobeownedandmaintainedbytheHOAoftheVillagesof
Carmel.Thisarea,unliketheadjacentcommonarealotsinPhases2Cand4A,mustbemanagedinits
natural state subject to Section 35.17.9 of the Denton Development Code.
STAFF RECOMMENDATION:
Staffrecommendsapprovaloftherequestasitiscompatiblewiththesurroundingpropertyandisconsistent
with the goals and objectives of the Denton Plan 2030.
OPTIONS:
1. Recommend approval as submitted.
2. Recommend approval subject to conditions.
3. Recommend denial.
4. Table the item.
PUBLIC NOTIFICATION:
Tocomplywiththepublichearingnoticerequirements,60noticesweresenttopropertyownerswithin200feet
ofthesubjectproperty,347courtesynoticesweresenttophysicaladdresseswithin500feetofthesubject
property,anoticewaspublishedintheDentonRecordChronicle,andsignswereplacedontheproperty.The
applicant did not host a neighborhood meeting.
PROJECT TIMELINE:
Application Received:January 20, 2016
st
1 Submittal Sent to DRC Members:January 27, 2016
Comments Released to Applicant:February 12, 2016
DRC Meeting with Staff:February 18, 2016
nd
2 Submittal Sent to DRC Members:February 23, 2016
Comments Released to Applicant:April 8, 2016
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Business Days under DRC Review:45
Business Day out to Applicant:7
Total Business Days:52
EXHIBITS:
Aerial Map
Zoning Map
Future Land Use Map
ESA Map
Proposed ESA Plan
Site Photos
Notification Map & Responses
Respectfully submitted:
Munal Mauladad
Deputy Director, Development Services
Prepared by:
Mike Bell
Senior Planner
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ADP16-0001
Site Location
0140280560
Feet
SITECOD
µ
ParcelsETJ
Roads
The City of Denton has prepared maps for departmental use. These are not official maps of the City of Denton and should not be used for legal, engineering or surveying purposes but rather
for reference purposes. These maps are the property of
the City of Denton and have been made available to the public based on the Public Information Act. The City of Denton makes every effort to produce and publish the most current and accurate
information possible. No warranties, expressed or
implied, are provided for the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement.
ADP16-0001
Zoning Map
NRMU-12
ETJ
RD-5X
NR-6
NRMU
NR-2
PD
0140280560
Feet
SITEETJNRMU-12
µ
NR-6PD
Parcels
NRMURD-5X
Roads
The City of Denton has prepared maps for departmental use. These are not official maps of the City of Denton and should not be used for legal, engineering or surveying purposes but rather
for reference purposes. These maps are the property of
the City of Denton and have been made available to the public based on the Public Information Act. The City of Denton makes every effort to produce and publish the most current and accurate
information possible. No warranties, expressed or
implied, are provided for the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement.
ADP16-0001
Future Land Use Map
Low
Residential
Moderate
Residential
Neighborhood
Mixed Use
Parks
/ Open
Space
Regional
Mixed
Community
Use
Mixed Use
0140280560
Feet
SITECommunity Mixed Use
Future Land Use
µ
Neighborhood Mixed Use
Low Residential
Parcels
Parks / Open Space
Moderate Residential
Roads
Regional Mixed Use
The City of Denton has prepared maps for departmental use. These are not official maps of the City of Denton and should not be used for legal, engineering or surveying purposes but rather
for reference purposes. These maps are the property of
the City of Denton and have been made available to the public based on the Public Information Act. The City of Denton makes every effort to produce and publish the most current and accurate
information possible. No warranties, expressed or
implied, are provided for the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement.
ADP16-0001
Environmentally Sensitive Area Map
Former Upland
Habitat ESA
Riparian
Buffer ESA
0140280560
Stream Buffers
Flood ZonesHabitats
Feet
AEUpland50 ft
µ
AE, FloodwayWater related100 ft
X, 0.2 PCT Annual Chance Flood HazardRemoved
X, Area of Minimal Flood Hazard
Undeveloped
The City of Denton has prepared maps for departmental use. These are not official maps of the City of Denton and should not be used for legal, engineering or surveying purposes but rather
for reference purposes. These maps are the property of
the City of Denton and have been made available to the public based on the Public Information Act. The City of Denton makes every effort to produce and publish the most current and accurate
information possible. No warranties, expressed or
implied, are provided for the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement.
Site Photos Riparian Buffer ESA
Site Photos Proposed Tree Preserve
ADP16-0001
Notification Map
500ft Buffer
200ft Buffer
0140280560
Feet
In FavorParcels
µ
SITERoads
The City of Denton has prepared maps for departmental use. These are not official maps of the City of Denton and should not be used for legal, engineering or surveying purposes but rather
for reference purposes. These maps are the property of
the City of Denton and have been made available to the public based on the Public Information Act. The City of Denton makes every effort to produce and publish the most current and accurate
information possible. No warranties, expressed or
implied, are provided for the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement.
Minutes
Planning and Zoning Commission
June 8, 2016
After determining that a quorum was present, the Planning and Zoning Commission of the City of
Denton, Texas convened in a Work Session on Wednesday, June 8, 2016 at 5:30 p.m. in the City
Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas at which the
following items were considered:
PRESENT: Chair Jim Strange, Commissioners: Gerard Hudspeth, Larry Beck, and
Andrew Rozell, Frank Dudowicz, Amber Briggle, and Devin Taylor.
ABSENT: None.
STAFF: Athenia Green, Mike Bell, Deborah Viera, Munal Mauladad, Julie Wyatt,
Shandrian Jarvis, and Jennifer DeCurtis.
WORK SESSION
1. Clarification of agenda items listed on the agenda for this meeting, and discussion of issues
not briefed in the written backup materials.
Chair Strange called the Work Session to order at 5:34 p.m.
Mike Bell, Senior Planner, presented Public Hearing Item 4A. Commissioner Briggle questioned
why this final replat comes before this Commission if it is located within the extraterritorial
jurisdiction. Bell stated if it is more than four (4) lots they have to come before the City with a
final replat.
Commissioner Rozell questioned the reason that it is on the Public Hearing and not as a Consent
Agenda Item. Bell stated the Texas Local Government requires it to go as a Public Hearing Item.
Roman McAllen, Historic Preservation Officer, presented Public Hearing Item 4B. Commissioner
Briggle stated she enjoys seeing this historic projects come before this Commission.
Mike Bell, Senior Planner, presented Public Hearing Item 4C. Deborah Viera, Environmental
Compliance Coordinator, provided details for the upland habitat area. Bell stated staff recommends
approval of this request.
Commissioner Beck questioned the proposed trees being removed on Monte Verde Way. Bell
stated they anticipate 90% of the trees to remain intact. Commissioner Beck referred to losing
riparian buffer through development, he questioned if staff should have seen this coming prior to
proposed development. Bell stated the protection is only for approximately 50 feet.
Commissioner Beck questioned if the thick tree area will be thinned out for the tree park. Bell
stated only within proposed plan area is required for preservation per the Environmentally
Sensitive Area. The underbrush will not be cleaned out within that area. The other area can be
cleared out to allow for walking trails.
Commissioner Hudspeth questioned protection in the future to prevent them from going in at a
later date and cutting down trees. Bell stated that area will be dedicated as a common area on the
plat, the Homeowners Association documents stated the area has to be protected.
There was no further discussion. Chair Strange closed the Work Session at 6:15 p.m.
REGULAR MEETING
The Planning and Zoning Commission convened in a Regular Meeting on Wednesday, June 8,
2016 at 6:30 p.m. in the City Council Chambers at City Hall, 215 E. McKinney at which time the
following items were considered:
Chair Strange called the Regular Meeting to order at 6:40 p.m.
1. PLEDGE OF ALLEGIANCE
A. U.S. Flag B. Texas Flag
2. CONSIDER APPROVAL OF THE PLANNING AND ZONING COMMISSION
MINUTES FOR:
A. Planning and Zoning Commission meeting minutes.
Commissioner Briggle referred to page one (1) lines 42-43 of the May 11, 2016, meeting minutes.
She requested that staff go back and review the minutes for clarification on what was said between
her and the applicant, Lee Allison, in regards to Environmentally Sensitive Areas and development
within the site. Munal Mauladad, Deputy Director of Development Services, stated staff would
review the minutes make any corrections and bring it back during the next meeting.
Commissioner Amber Briggle motioned, Commissioner Devin Taylor seconded to continue the
May 11, 2016, meeting minutes to the June 22, 2016 meeting. Motion approved (7-0).
Commissioner Devin Taylor "aye", Commissioner Amber Briggle "aye", Chair Jim Strange "aye",
Commissioner Frank Dudowicz "aye", Commissioner Larry Beck "aye", Commissioner Gerard
Hudspeth "aye", and Commissioner Andrew Rozell "aye".
Commissioner Larry Beck motioned, Commissioner Frank Dudowicz seconded to approve the
May 25, 2016 meeting minutes. Motion approved (6-0). Commissioner Devin Taylor "aye", Chair
Jim Strange "aye", Commissioner Frank Dudowicz "aye", Commissioner Larry Beck "aye",
Commissioner Gerard Hudspeth "aye", and Commissioner Andrew Rozell "aye". Commissioner
Amber Briggle abstained from the vote.
3. CONSENT AGENDA
A.
an approximately 15.81 acre property generally located at the southwest corner of Barthold
Road and Interstate 35 North, within the B.B.B. & C.R.R. Co. Survey, Abstract No. 141, in
the City of Denton, Denton County, Texas. (FP16-
B. Consider approval of a Final Plat of the Hickory Creek Ranch Apartments Addition. The
approximately 10.257 acre subject property is generally located on the west side of Teasley
Lane, approximately 600 feet north of Leatherwood, within the J. Dickson Survey, Abstract
No. 342. (FP15-0050, Hickory Creek Ranch Apartments Addition, Julie Wyatt)
Commissioner Devin Taylor motioned, Commissioner Larry Beck seconded to approve the
Consent Agenda. Motion approved (7-0). Commissioner Devin Taylor "aye", Commissioner
Amber Briggle "aye", Chair Jim Strange "aye", Commissioner Frank Dudowicz "aye",
Commissioner Larry Beck "aye", Commissioner Gerard Hudspeth "aye", and Commissioner
Andrew Rozell "aye".
4. PUBLIC HEARINGS
A. Hold a public hearing and consider approval of a Final Replat of Lots 1A-1E, Block 2, of the
East Ponder Estates. The approximately 9.99 acre property is generally located at the
southeast corner of H. Livery Road and Seaborn Road, within the John McGowan Survey,
Abstract No. 798, in the Extraterritorial Jurisdiction of the City of Denton, Denton County,
Texas. (FR16-0005, East Ponder Estates, Mike Bell)
Chair Strange opened the Public Hearing.
to present. There was no one to speak on the item. Chair Strange closed the Public Hearing.
Commissioner Devin Taylor motioned, Commissioner Andrew Rozell seconded to approve this
request. Motion approved (7-0). Commissioner Devin Taylor "aye", Commissioner Amber Briggle
"aye", Chair Jim Strange "aye", Commissioner Frank Dudowicz "aye", Commissioner Larry Beck
"aye", Commissioner Gerard Hudspeth "aye", and Commissioner Andrew Rozell "aye".
B. Hold a public hearing and consider an application for a Historic Landmark Designation for
the property located at 1120 North Locust Street, and provide a recommendation regarding
the appropriateness of the property to receive this designation to the Planning and Zoning
Commission and City Council. The subject site is located on the east side of North Locust
Street, approximately 20 feet south from the intersection of North Locust Street and Second
Street. The Historic Landmark Commission recommends approval 7-0. (HL15-0005, 1120
North Locust Street, Roman McAllen)
Chair Strange opened the Public Hearing.
Roman McAllen, Historic Preservation Officer, provided a brief presentation for this request.
There was no one to speak on this item. Chair Strange closed the Public Hearing.
Commissioner Briggle thanked the applicant for moving forward with this request. She stated she
always enjoys seeing these items come before this Commission.
Commissioner Taylor stated although this item is not currently located within a historic district
there are a lot of great historic properties and areas that get overlooked. He stated he is glad to see
another area of town preserved. There was no further discussion.
Commissioner Amber Briggle motioned, Commissioner Frank Dudowicz seconded to approve this
request. Motion approved (7-0). Commissioner Devin Taylor "aye", Commissioner Amber Briggle
"aye", Chair Jim Strange "aye", Commissioner Frank Dudowicz "aye", Commissioner Larry Beck
"aye", Commissioner Gerard Hudspeth "aye", and Commissioner Andrew Rozell "aye".
C. Hold a public hearing and consider a recommendation to City Council regarding an
Alternative Environmentally Sensitive Area (ESA) Plan for the Villages of Carmel Phase
4B. The subject property is generally located on the north side of Pockrus Page Road, east
of Monte Verde Way, and west of Swisher Road. (ESA16-0001, Villages of Carmel Phase
4, Mike Bell).
Chair Strange opened the Public Hearing.
Rod Zielke, applicant, ZPS Consulting Engineers, 1111 South Main Street, Grapevine, Texas.
Zielke stated he did not have a presentation, he was available for questions.
Commissioner Beck referred to the proposed retaining wall, he questioned what construction
would be needed to develop the wall and who would be the responsible party to maintain the wall.
s property,
maintain the wall since it will be located within an easement on the back of the lots.
Mike Bell, Senior Planner, and Deborah Viera, Environmental Compliance Coordinator, provided
the backup materials for this request.
Commissioner Taylor questioned the Environmentally Sensitive Area (ESA) identified in green
on the backup materials. Viera stated that area has been assessed and confirmed on the ground
currently. The current phase has not yet been confirmed. Viera stated ownership for the wall and
all other details are discussed in Subchapter 17 of the Denton Development Code. Bell completed
the remainder of the staff presentation, he stated staff recommends approval of this request.
The following individuals spoke during the Public Hearing:
David Hergenrader, 4521 Heron Pond Lane, Denton, Texas. Hergenrader stated he d
have concerns with the ESA area; however, he does have concerns with the developer not keeping
the area and streets clean. He provided pictures of the area after heavy rain runoff and the status
of the streets during that time. He stated he has worked with the Texas Commission on
Environmental Quality (TCEQ) in regards to the runoff and drainage issues on the site.
Commissioner Beck questioned erosion control in the area, Hergenrader stated the pictures he
provided show the only areas that contain a silt fence for erosion control.
Commissioner Hudspeth questioned where Hergenrader resides in regards to the subject site.
Hergenrader identified on the map, he stated the erosion control issues are throughout the entire
development. Commissioner Hudspeth questioned what control the City has in regards to this
concern. Jennifer DeCurtis, Deputy City Attorney, stated that would need to be discussed
individually or during a Closed Session.
necessary, however, he would like the citizen to be aware of what the City has control over and
what is out of their jurisdiction. DeCurtis stated the City can regular the drainage on site, she
deferred the citizen to Viera for additional information and clarification regarding drainage. Viera
provided clarification in regards to what the City has jurisdiction over. Hergenrader provided a
copy of the TCEQ documentation he received for the site. Chair Strange questioned if he supports
this request, Hergenrader stated he supports this request if the applicant completes the steps
properly.
Susan Sitzes, 3600 San Lucas Lane, Denton, Texas. Sitzes thanked staff for their
presentation. She questioned if the removal of the ESA would displace wildlife in the area. Viera
stated the habitats are known for being sheltered habitats for wildlife. During the field assessment
staff can note if there is any wildlife that could be endangered. The assessment did not show any
wildlife within the area. Viera stated there is possibility for wildlife within the area, however, we
work to keep the disturbance minimal so they are able to get back and forth within their habitat.
Sitzes stated she is in support of this request.
Joseph Courville, 3500 Monte Verde Way, Denton, Texas. Courville stated he is in support
of this request. He stated he is familiar with this site, he has done work with Keep Denton Beautiful
over the years. There is significant wildlife in the area and the more we can do for Denton to help
preserve the tree canopy will help protect the wildlife without running them into the county.
Justin Bono, Project Developer, 9212 Arbor Trail, Dallas, Texas. Bono stated he will
follow-up with the project manager. He stated he has not received any notices from the TCEQ.
Bono stated he will talk to the project manager onsite to ensure that the site is being managed
accordingly.
Commissioner Rozell requested clarification on the process the applicant came up with to
determine the proposal. Bono stated the development has been zoned and platted with two different
phases. He stated they felt it would make sense to preserve the trees in the area adjacent to the
large preservation. Commissioner Beck questioned the retaining wall materials. Bono stated they
would be masonry or stone.
Michele Berry, 3621 Oceanview Drive, Denton, Texas. Berry stated she supports having
the wildlife and woodland area in the development.
There was no further discussion. Chair Strange closed the Public Hearing. Commissioner Taylor
questioned the process for enforcement of the tree preservation. Bell stated the primary mechanism
used would be the Tree Preservation Plan. The Urban Forester would work through all of the
construction areas on the site. There is also protection within the deed restrictions of the
Commissioner Larry Beck motioned, Commissioner Frank Dudowicz seconded to approve this
request. Motion approved Commissioner Devin Taylor "aye", Commissioner Amber Briggle
"aye", Chair Jim Strange "aye", Commissioner Frank Dudowicz "aye", Commissioner Larry Beck
"aye", Commissioner Gerard Hudspeth "aye", and Commissioner Andrew Rozell "aye".
5. PLANNING & ZONING COMMISSION PROJECT MATRIX
A. Planning and Zoning Commission project matrix.
Commissioner Briggle questioned if the Tree Code would come back before this Commission
during the next regularly scheduled meeting. Munal Mauladad, Deputy Director of Development
Services, stated staff will request a continuance. She stated staff is still working to meet with the
Denton Community Development Alliance, gather information, develop a report, and allow time
to provide responses. Commissioner Briggle acknowledged.
Commissioner Rozell questioned if there is a priority order for the items on the matrix. Mauladad
stated the matrix was initiated as a result of several requests from Commissioners. There were
several lists at one time that have been complied into one list. There is no level of priority, however,
there are a few exceptions. Commissioner Rozell questioned if some of the completed items could
be removed. Mauladad stated staff opted to leave them on the matrix in order to give a general
idea as to where we are with the requests.
There was no further discussion, Chair Strange adjourned the Regular Meeting at 7:37 p.m.
City Hall
City of Denton
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
Legislation Text
File #:ID 16-824,Version:1
Agenda Information Sheet
DEPARTMENT:Development Services/Economic Development Division
CM/ ACM:Jon Fortune
Date:July 19, 2016
SUBJECT
HoldapublichearingandconsideradoptionofanordinanceoftheCityCounciloftheCityofDenton,Texas
authorizingtheCity’sparticipationintheTexasEnterpriseZoneProgrampursuanttotheTexasEnterprise
ZoneAct,Chapter2303,TexasGovernmentCode(“Act”),providingtaxincentives,anddesignatingaliaison
for communication with the interested parties; and providing an effective date.
BACKGROUND
TheTexasEnterpriseZoneProgramisaStateofTexaseconomicdevelopmenttooltopromotejobcreationand
capitalinvestmentineconomicallydistressedareasofthestate.Successfulapplicantsareeligibletoapplyfor
statesalesandusetaxrefundsonqualifiedexpenditures.Theprogramprovidesstatereimbursementcategory
levelsrelatedtothelevelofcapitalinvestmentandnumberofjobscreatedand/orretainedforeconomically
disadvantagedindividualsduringthedesignationperiod.KeyaspectsoftheTexasEnterpriseZone(TEZ)
Program are:
Thelocalcityorcountymustnominatethequalifiedcompanyasanenterpriseprojectandmustoffer
one or more forms of local tax incentive to the company.
ProjectsmaybephysicallylocatedinoroutsideofanEnterpriseZone.Thelocationdeterminesthe
percentofnewemployeesthatmustmeeteconomicallydisadvantagedorEnterpriseZoneresidence
requirements.
Theenterpriseprojectmustbenominatedforadesignationperiodofnotlessthanoneyearandupto
fiveyears,non-inclusiveofa90-daywindowpriortotheapplicationdeadline.Employmentandcapital
investment commitments must be incurred and met within this timeframe.
Dentoniseligibleforuptofourenterpriseprojectsplustwoadditionalbonusenterpriseprojectsper
State biennium.
ThelocalcommunitymustconductapublichearingandapproveanEnterpriseZonenominating
ordinance prior to submitting the application to the State.
TheStateacceptsapplicationsonaquarterlybasis.September1,2016,isthenextapplicationdeadline
date.
Applicationsarescoredoncriteriathatreflectthedistressofthearea,statepriority,andlocaland
private effort. The State may designate up to 105 enterprise zone projects each biennium.
Benefit to an Enterprise project:
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IfapprovedintheState’squarterlyapplicationcycle,theprojectwillreceiveenterprisezonedesignationforup
tofiveyears.Thecompanywouldreceivestatesalesandusetaxrefundsof$2,500perqualifiedjobupto500
jobs and a maximum refund of $1.25M dollars.
ThisprogramprovidestheCityanopportunitytoassistprojectsinreceivingasignificantstatetaxrefundand
further demonstrate the City’s support of a company’s investment in our community.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
OnMay24,2016theCityCouncilheldapublichearingandapprovedOrdinance2016-149authorizing
theparticipationintheTEZProgramandnominatingWinCoFoods.Thisprocessisbeingreplicated
sinceathirdpublicpostingatCityHall,whichisuniquetothisprogram,wasnotmetinthetimeframe
requiredinChapter176oftheTexasAdministrativeCode’srulesfortheOfficeoftheGovernor,
Economic Development and Tourism Office (OOGEDT).
Ordinance 2016-149 has been repealed.
FISCAL INFORMATION
Participating in the Texas Enterprise Zone Program has no fiscal impact to the City.
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
Exhibit 1 - Program Participation Ordinance
Exhibit 2 - Presentation
Respectfully submitted:
Aimee Bissett
Director of Development Services
Prepared by:
Erica Sullivan
Economic Development Analyst
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City Hall
City of Denton
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
Legislation Text
File #:A16-0002,Version:1
AGENDA INFORMATION SHEET
DEPARTMENT:Department of Development Services, Planning Division
ACM:Jon Fortune
DATE:July 19, 2016
SUBJECT
HoldapublichearingonthevoluntarypetitionforannexationintothecorporatelimitsoftheCityunderTexas
LocalGovernmentCodeSec.43.028(d)filedbyCHPHoldings,L.L.C.concerningapproximately0.375acres
generallylocatedonthenorthsideofCrawfordRoad,approximately675feeteastofI-35WCrawfordRoadon
ramp (A16-0002; Ranch View Specialty Hospital).
BACKGROUND
OnMarch29,2016,theCityofDentonreceivedanapplicationforaPreliminaryPlatforRanchViewSpecialty
Hospital,locatedatthenortheastcornerofI-35WandCrawfordRoad.Aconceptualsiteplansubmittedwith
thePreliminaryPlatreflectsanapproximately45,000square-foothospitalandadditionalfuturemedicaloffice
buildings to be constructed in phases.
Theproposeddevelopmentincludesthreetractsofland,twoofwhicharelocatedwithinthemunicipal
boundary,andonethatislocatedintheCityofDenton’sExtraterritorialJurisdiction(ETJ).Inordertofacilitate
continuityandconsistentregulationswithinthedevelopment,itwasmutuallyagreedthatthepropertyinthe
ETJbeannexed.Therefore,theowneroftheproperty,MatthewMacleod,ManagingMemberofCHP
Holdings, L.L.C., submitted a petition for annexation in writing on June 22, 2016.
PertheTexasLocalGovernmentCodeSec.43.028,amunicipalitymayannexanareaifitiscontiguoustothe
annexingmunicipality,one-halfmileorlessinwidth,andvacantandwithoutresidents.Theproposed
annexation area meets these requirements.
The tentative schedule for annexation is as follows:
August2,2016-CityCouncilconsidersinstitutionofannexationproceedingsandholdstheFirstReadingof
the Annexation Ordinance.
September 20, 2016 - Second Reading of the Annexation Ordinance.
No action is required on this item at this time.
STRATEGIC PLAN RELATIONSHIP
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TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision.
Theplaniscomprisedoffivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public
Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand
EnvironmentalStewardship.ThisspecificCityCouncilagendaitemcontributesmostdirectlytothefollowing
KFA and goal:
Related Key Focus Area:Economic Development
Related Goal:3.4 Encourage development, redevelopment, recruitment, and retention
EXHIBITS
1.Site Location/Aerial Map
2.Annexation Petition
3.Presentation
Respectfully submitted:
Aimee Bissett
Director of Development Services
Prepared by:
Julie Wyatt
Senior Planner
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A16-0002
Site Location
CRAWFORD
0115230460
Feet
SITE
µ
Parcels
Roads
Date: 7/5/2016
The City of Denton has prepared maps for departmental use. These are not official maps of the City of Denton and should not be used for legal, engineering or surveying purposes but rather
for reference purposes. These maps are the property of
the City of Denton and have been made available to the public based on the Public Information Act. The City of Denton makes every effort to produce and publish the most current and accurate
information possible. No warranties, expressed or
implied, are provided for the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement.
City Hall
City of Denton
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
Legislation Text
File #:ID 16-825,Version:1
AGENDA INFORMATION SHEET
DEPARTMENT:Department of Development Services/Economic Development Division
ACM:Jon Fortune
DATE:July 19, 2016
SUBJECT
ConsideradoptionofanordinanceoftheCityCounciloftheCityofDentonnominatingWinCoFoods,LLCtotheOffice
oftheGovernor,EconomicDevelopmentandTourism(“OOGEDT”)throughtheEconomicDevelopmentBank(“the
Bank”) as an Enterprise Project (“Project”); and providing an effective date.
BACKGROUND
TheTexasEnterpriseZoneProgramisaStateofTexaseconomicdevelopmenttooltopromotejobcreationand
capitalinvestmentineconomicallydistressedareasofthestate.Successfulapplicantsareeligibletoapplyfor
statesalesandusetaxrefundsonqualifiedexpenditures.Theprogramprovidesstatereimbursementcategory
levelsrelatedtothelevelofcapitalinvestmentandnumberofjobscreatedand/orretainedforeconomically
disadvantagedindividualsduringthedesignationperiod.KeyaspectsoftheTexasEnterpriseZone(TEZ)
Program are:
Thelocalcityorcountymustnominatethequalifiedcompanyasanenterpriseprojectandmustoffer
one or more forms of local tax incentive to the company.
ProjectsmaybephysicallylocatedinoroutsideofanEnterpriseZone.Thelocationdeterminesthe
percentofnewemployeesthatmustmeeteconomicallydisadvantagedorEnterpriseZoneresidence
requirements.
Theenterpriseprojectmustbenominatedforadesignationperiodofnotlessthanoneyearandupto
fiveyears,non-inclusiveofa90-daywindowpriortotheapplicationdeadline.Employmentandcapital
investment commitments must be incurred and met within this timeframe.
Dentoniseligibleforuptofourenterpriseprojectsplustwoadditionalbonusenterpriseprojectsper
State biennium.
ThelocalcommunitymustconductapublichearingandapproveanEnterpriseZonenominating
ordinance prior to submitting the application to the State.
TheStateacceptsapplicationsonaquarterlybasis.September1,2016,isthenextapplicationdeadline
date.
Applicationsarescoredoncriteriathatreflectthedistressofthearea,statepriority,andlocaland
private effort. The State may designate up to 105 enterprise zone projects each biennium.
Benefit to WinCo Foods:
ThepropertyincludedwithintheboundariesoftheproposedWinCoL.L.C.EnterpriseZonerepresentthe
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company’s77-acredistributioncentersiteat300S.WesternBoulevard.IfapprovedintheState’sSeptember
2016applicationcycle,theprojectwillreceiveenterprisezonedesignationfromSeptember1,2016to
September1,2021.WinCoFoods,LLChasaprojectedcapitalinvestmentof$90millionatthedistribution
centersiteduringthistimeframe.Atthisinvestmentlevel,thecompanywouldreceivestatesalesandusetax
refundsof$2,500perqualifiedjobupto500jobsandamaximumrefundof$1.25Mdollars.Thecompany’s
current plan to create 165 new full-time jobs represents a potential state refund to WinCo of $412,500.
ThisrequestrepresentsanopportunityfortheCitytoassistWinCoFoodsinreceivingasignificantstatetax
refund and further demonstrate the City’s support of the company’s investment in our community.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
OnMay24,2016,theCityCouncilheldapublichearingandapprovedOrdinance2016-149authorizing
theparticipationintheTEZProgramandnominatingWinCoFoods.Thisprocessisbeingreplicated
sinceathirdpublicpostingatCityHall,whichisuniquetothisprogram,wasnotmetinthetimeframe
requiredinChapter176oftheTexasAdministrativeCode’srulesfortheOfficeoftheGovernor,
Economic Development and Tourism Office (OOGEDT).
Ordinance 2016-149 has been repealed.
FISCAL INFORMATION
Nominating WinCo as an Enterprise Project has no fiscal impact to the City.
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
Exhibit 1 - Program Nomination Ordinance
Exhibit 2 - Presentation
Respectfully submitted:
Aimee Bissett
Director of Development Services
Prepared by:
Erica Sullivan
Economic Development Analyst
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City Hall
City of Denton
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
Legislation Text
File #:ID 16-872,Version:1
Agenda Information Sheet
DEPARTMENT:Development Services/Economic Development Division
CM/ ACM:Jon Fortune
Date:July 19, 2016
SUBJECT
ConsiderappointingaNominatingCommitteetorecommendappointeestoserveontheEconomic
Development Partnership Board.
BACKGROUND
EconomicDevelopmentPartnershipBoard(EDPB)membersservetwo-yeartermsandmayserveasmanyas
threeterms.TheordinanceestablishingtheEDPBrequiresthattheCityCouncilappointthreepersonstoserve
asanominatingcommittee,toincludetwoCityCouncilmembersandonepersonwhoisamemberofthe
ChamberofCommerce.CouncilmembersDaltonGregoryandKevinRodenandChambermemberVirgil
Strange served as the 2015 EDPB nominating committee.
AtitsJuly19,2016,meeting,theCityCouncilwillselectthe2016nominatingcommittee.TheChamber’s
nominee to the committee is Larry Parker.
Thecommitteeisaskedtoconfirmwitheachpotentialnomineehis/herwillingnesstoserve.Thenominating
committeewillthenmakeitsrecommendationtotheCityCouncilforappointmenttotheEDPBoardatits
August 18, 2016, meeting.
TheordinancerequiresthatEDPBmembersfallintospecificcategorieswhentheyareoriginallyappointedto
theBoard(seechartbelow).TheCityManager,thePresidentoftheChamberofCommerce,andtheDISD
Superintendent serve as ex-officio members and have no defined terms of service.
Current EDPB members are:
EDP Board MemberCategoryTerm Expires
Cleve Breedlove, ChairAviation2017
Marty Rivers, Vice ChairChamber of Commerce2016 (eligible)
Larry ParkerChamber of Commerce2017
Chris WattsCity Council2016 (eligible)
Greg JohnsonCity Council2017*
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Jim FykesTop 20 Taxpayer2017
John GilmerTop 20 Taxpayer2016 (eligible)
Neal SmatreskPresident of UNT2016** (eligible)
Carrell Ann SimmonsAt Large2016 (eligible)
John BainesDenton Black Chamber of Commerce2017
Dianne CostaHispanic Chamber of Commerce2016 (eligible)
*UndertheEDPBoardOrdinance(2015-074),CityCouncilmembersmayserveoutallthreetermsevenifthey
arenolongermembersoftheCityCouncilaftertheiroriginalappointment,aslongastheycontinuouslyserve
throughout the three terms.
**UndertheEDPBoardOrdinance(2015-074),thePresidentofUNTorhis/herdesigneeisnotrestrictedtothe
three-term limit. However, such member must be reappointed by the City Council for each term.
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
Exhibit 1 - EDP Ordinance
Respectfully submitted:
Aimee Bissett
Director of Development Services
Prepared by:
Caroline Booth
Assistant Director for Economic Development
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City Hall
City of Denton
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
Legislation Text
File #:ID 16-823,Version:1
Agenda Information Sheet
SUBJECT
Willie Hudspeth regarding the lack of African American firefighters.
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