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HomeMy WebLinkAbout2017-02-21 Agenda with BackupCit of Denton City Hall Y 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Meeting Agenda City Council Tuesday, February 21, 2017 12:30 PM Work Session Room & Council Chambers The City Council of the City of Denton, Texas will have lunch on Tuesday, February 21, 2017 at 12:30 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas. After determining that a quorum is present, the City Council of the City of Denton, Texas will convene in a Work Session on Tuesday, February 21, 2017 at 1:00 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered: 1. Citizen Comments on Consent Agenda Items This section of the agenda allows citizens to speak on Consent Agenda Items only. Each speaker will be given a total of three (3) minutes to address any items he/she wishes that are listed on the Consent Agenda. A Request to Speak Card should be completed and returned to the City Secretary before Council considers this item. 2. Requests for clarification of agenda items listed on the agenda for February 21, 2017. 3. Work Session Reports A. ID 17-227 Receive a report, hold a discussion, and give staff direction regarding the Stoke Denton entrepreneur center. Attachments: Exhibit 1- Stoke Membership Infomration Exhibit 2- Stoke Events and Tours Exhibit 3- Stoke Membership Agreement sample Exhibit 5- Presentation B. ID 17-106 Receive a report, hold a discussion, and give staff direction regarding multi -family development standards. Attachments: Exhibit 1 - Downtown Urban Core Zoning Map Exhibit 2 - Staff Presentation C. ID 17-214 Receive a report, hold a discussion, and give staff direction regarding the Council Appointee Performance Review (CAPR) Committee. Attachments: Exhibit 1 - Resolution R2004-020 Exhibit 2 - Resolution R2005-013 Exhibit 3 - Resolution R2007-043 D. ID 17-221 Receive a report, hold a discussion on the housing programs and other activities carried out by the Denton Housing Authority (DHA) and give staff direction regarding requests for resolutions from developers applying for state tax credit. City ofDenton Page 1 Printed on 2/17/2017 City Council Meeting Agenda February 21, 2017 Attachments: Exhibit 1 Denton Housing Authority Tax Credit Funding Memo E. ID 17-224 Receive a report, hold a discussion and give staff direction regarding a possible funding allocation for the Employ -2 -Empower Program to assist the homeless in gaining the skills, experience and confidence needed to find living -wage jobs. Attachments: Exhibit 1 - E2E-Project Presentation Exhibit 2 - E2E-Project Proposal NOTE: The City Council reserves the right to adjourn into a Closed Meeting on any item on its Open Meeting agenda consistent with Chapter 551 of the Texas Government Code, as amended, or as otherwise allowed by law. Regular Meeting of the City of Denton City Council at 6:30 p.m. in the Council Chambers at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered: 1. PLEDGE OF ALLEGIANCE A. U.S. Flag B. Texas Flag "Honor the Texas Flag — I pledge allegiance to thee, Texas, one state under God, one and indivisible." 2. PROCLAMATIONS/PRESENTATIONS A. ID 17-179 Resolution of Appreciation for Howard Martin B. ID 17-182 Resolution of Appreciation for Quentin Hix C. ID 17-248 4th Annual Beulah Harriss Day 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 17-247 Doug Campbell regarding recent road improvements and new bicycle lanes on Eagle Drive. C. Additional Citizen Reports - This section of the agenda permits any person not registered for a citizen report to make comments regarding public business on items not listed on the agenda. This is limited to two speakers per meeting with each speaker allowed a maximum of four (4) minutes. Such person(s) shall have filed a 'Blue Card" requesting to speak during this period prior to the calling of this agenda item. 4. CONSENT AGENDA Each of these items is recommended by the Staff and approval thereof will be strictly on the basis of the Staff recommendations. Approval of the Consent Agenda authorizes the City Manager or his designee to implement each item in accordance with the Staff recommendations. The City Council has received background information and has had an opportunity to raise questions regarding these items prior to consideration. Listed below are bids, purchase orders, contracts, and other items to be approved under the Consent Agenda (Agenda Items A — V). This listing is provided on the Consent Agenda to allow Council City ofDenton Page 2 Printed on 2/17/2017 City Council Meeting Agenda February 21, 2017 Members to discuss or withdraw an item prior to approval of the Consent Agenda. If no items are pulled, Consent Agenda Items A — V below will be approved with one motion. If items are pulled for separate discussion, they may be considered as the first items following approval of the Consent Agenda. A. ID 16-1281 Consider adoption of an ordinance of the City of Denton, a Texas home rule municipal corporation ("City"), approving the exchange of a 1.334 acre tract located in the N. Meisenhamer Survey, Abstract, No. 810, Denton, Denton County, Texas ("Property"), to Rayzor Investments, Ltd. ("Rayzor"), for permanent and temporary utility easements, also located in the N. Meisenhamer Survey, and reservations of permanent utility easements and dedication of right of way in the Property to the City, all with the equivalent value of One Hundred and Fifty Thousand Dollars and No Cents ($150,000.00) as stated in the contract of sale ("Contract"); authorizing the City Manager in accordance with Texas Local Government Code 272.001(k) to execute a deed to Rayzor together with any other documents necessary to exchange the Property for permanent and temporary utility easements and reservations of permanent utility easements and dedication of right of way; and, providing an effective date. [Bonnie Brae to North Lakes TM Line Rebuild (Easement Exchange)] Attachments: Exhibit 1 Transmission Line Easement Map Exhibit 2 Rayzor Sales Ordinance w exhibits Exhibit 3 - Additional information B. ID 17-131 Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a contract for the acquisition of (1) trommel, (1) sorting station, (1) mobile horizontal high speed grinder and (1) mobile slow speed shredder for use in landfill mining operations by the City of Denton Solid Waste Department; and providing an effective date (File 6212 -awarded to multiple vendors in the amount not to exceed $1,905,610). The Public Utilities Board recommends approval (5-0). Attachments: Exhibit 1 -Landfill Mining Equipment Schedule Exhibit 2 -Evalauation asnd Ranking Sheet Exhibit 3 -Equipment Funding List Exhibit 4 -PUB Minutes Exhibit 5 -Ordinance C. ID 17-162 Consider adoption of an ordinance approving the First Amendment to the Williams Trade Square parking spaces lease agreement between the City of Denton and Wells Fargo Bank, authorizing the City Manager to execute the First Amendment to the agreement; and providing and effective date. Attachments: Ordinance with First Amendment Exhibit 1- Site Map Exhibit 2- WF Resolution and Recovery plan Exhibit 3- Ordinance 2011-184 D. ID 17-169 Consider adoption of an ordinance approving a City sponsorship in an amount not City ofDenton Page 3 Printed on 2/17/2017 City Council Meeting Agenda February 21, 2017 to exceed $4,600 of in-kind services and resources for the 32nd Annual Texas Storytelling Festival to be held in the Civic Center located at 321 E. McKinney Street, beginning March 9-12, 2017; and providing an effective date. Attachments: AExhibit 1 Letter of Request Exhibit 3 Ordinance E. ID 17-171 Consider approval of the minutes of November 8, November 15, November 21, and December 5, 2016. Attachments: Exhibit 1 November 8 2016 Minutes Exhibit 2 November 15 2016 Minutes Exhibit 3 November 21 2016 Minutes Exhibit 4 December 5 2016 Minutes F. ID 17-189 Consider adoption of an ordinance awarding a contract for a twenty-four (24) month lease of approximately fifty-nine (59) black and white digital copiers for various City of Denton departments as awarded by the State of Texas Department of Information Resources (DIR) through the Go DIRect Program, Contract Number DIR-TSO-3101; providing for the expenditure of funds therefor; and providing an effective date (File 5280 awarded to Canon Solutions America, Inc. in the not -to -exceed amount of $132,000). Attachments: Exhibit 1 -Equipment and Pricing List Exhibit 2 -Agreement Exhibit 3 -Ordinance G. ID 17-190 Consider adoption of an ordinance of the City of Denton, Texas authorizing the approval of a second amendment to a contract between the City of Denton and LCG Consulting for Forward Market Modeling Software services for an additional three (3) year period, extending the contract approved by City Council on February 4, 2014 in the amount of $309,000 and a First Amendment approved by Purchasing staff on November 13, 2014 in the amount of $10,000; providing for the expenditure of funds therefor; and providing an effective date (File 5424 -providing for an additional expenditure amount not -to -exceed $309,000, with the total contract amount not -to -exceed $628,000). The Public Utilities Board recommends approval (5-0). Attachments: Exhibit 1 -Original Contract Exhibit 2 -First Amendment Exhibit 3 -PUB Minutes Exhibit 4 -Ordinance Exhibit 5 -Contract H. ID 17-191 Consider adoption of an ordinance of the City of Denton, Texas authorizing the approval of a third amendment to a contract between the City of Denton and Barco Construction, Inc. for Underground Electric Installation Services which was originally approved by Council on September 17, 2014 in the amount of City ofDenton Page 4 Printed on 2/17/2017 City Council Meeting Agenda February 21, 2017 $4,837,484.10 with a first and second amendment providing for additional line items but no change to the contract award amount approved by Purchasing staff, providing for the expenditure of funds therefor; and providing an effective date (File 5567 -providing for an additional expenditure amount not -to -exceed $1,209,371 with the total contract amount not -to -exceed $6,046,855.10). The Public Utilities Board recommends approval (6-0). Attachments: Exhibit 1 -Original Contract Exhibit 2 -First Amendment Exhibit 3 -Second Amendment Exhibit 4 -PUB Minutes Exhibit 5 -Ordinance Exhibit 6 -Third Amendment L ID 17-192 Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a contract for the acquisition of one (1) East "Unloader" trailer for the City of Denton Solid Waste 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 requirements of competitive bidding; and providing an effective date (File 6361 -awarded to East Manufacturing Corporation in the amount of $68,200). The Public Utilities Board recommends approval (5-0). Attachments: Exhibit 1 -Quote Exhibit 2 -Standardization Memo Exhibit 3 -PUB Minutes Exhibit 4 -Ordinance J. ID 17-193 Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a contract for the acquisition of one (1) boom mower attachment for the City of Denton Parks 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 requirements of competitive bidding; and providing an effective date (File 6370 -awarded to Tiger Corporation in the amount of $62,658). Attachments: Exhibit 1 -Quote Exhibit 2 -Standardization Memo Exhibit 3 -Ordinance K. ID 17-197 Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the purchase of electric substation class porcelain post insulators for Denton Municipal Electric to be stocked in the City of Denton Distribution Center; providing for the expenditure of funds therefor; and providing an effective date (RFP 6289 -awarded to Anixter Inc. in the three (3) year not -to -exceed amount of $340,000). City ofDenton Page 5 Printed on 2/17/2017 City Council Meeting Agenda February 21, 2017 Attachments: Exhibit 1 -Evaluation and Ranking Exhibit 2 -Ordinance Exhibit 3 -Contract L. ID 17-199 Consider adoption of an ordinance accepting competitive proposals and awarding a contract for data cabling services including design and installation, for City of Denton facilities; providing for the expenditure of funds therefor; and providing an effective date (RFP 6138 -awarded to T -Datacom, Inc.in the three (3) year not -to -exceed amount of $544,500). Attachments: Exhibit 1 -Evaluation and Ranking Sheet Exhibit 2 -Ordinance Exhibit 3 -Contract M. ID 17-200 Consider adoption of an ordinance ratifying the expenditure of funds by the City Manager for Weaver Consultants Group (WCG), Ft. Worth, Texas, to provide professional design, engineering, and emergency construction services for the installation of an expansion of the existing soil vapor extraction system for the corrective action to mitigate the exceedance of regulatory gas levels at the perimeter of the landfill, and in accordance with provisions of Section 252.022 of the Local Government Code exempting such purchases from requirements of competitive bidding; and providing an effective date (File 6330 -awarded to Weaver Consultants Group in the amount of $272,225). The Public Utilities Board recommends approval (5-0). Attachments: Exhibit 1 -Declaration of Emergency Exhibit 2 -PUB Minutes Exhibit 3 -Ordinance Exhibit 4 -Contract N. ID 17-201 Consider adoption an ordinance defining a 0.084 acre portion of a 9.5 acre blanket electric easement assigned to the City of Denton from Brazos Electric Power Cooperative, Inc., recorded in Volume 1106, Page 78 of the Deed Records of Denton County Texas, being originally conveyed by Billy W. Claytor and W.O. Claytor to Brazos River Transmission Electric Cooperative, Inc., recorded in Volume 357, Page 48, Deed Records, Denton County, Texas, easement located in the R.B. Longbottom Survey, Abstract No. 775; providing for severability and an effective date. [Blanket electric easement description refinement to provide for specific location of electric infrastructure] Attachments: EXHIBIT 1 - Location Map EXHIBIT 2 - Site Map EXHIBIT 3 - Applicant request letter EXHIBIT 4 - Ordinance O. ID 17-203 Consider a request for an exception to Section 17-20 (d) of the Noise Ordinance for the purpose of hosting the Denton Tacofest sponsored by Lucky Lou's, a local bar and grill. Live music will be played in the parking lot behind Lucky Lou's and Riprocks Bar and Grill, located at 1207 and 1211 W. Hickory St., on Saturday, City ofDenton Page 6 Printed on 2/17/2017 City Council Meeting Agenda February 21, 2017 April 1, 2017, from 3 p.m. to 7 p.m. An exception is specifically requested to increase sound levels from 70 to 75 decibels. Attachments: Exhibit 1 Letter of Request P. ID 17-209 Consider approval of a resolution by the City of Denton; authorizing participation in a coalition of similarly situated cities in connection with the statement of intent to change rate CGS and rate PT of Atmos Pipeline -Texas filed on or about January 6, 2017; authorizing participation in related rate proceedings; authorizing the retention of special counsel; requiring the reimbursement of municipal rate case expenses; finding that the meeting complies with the open meetings act; and making other findings and provisions related to the subject Attachments: Exhibit 1 Resolution Q. ID 17-222 Consider adoption of an ordinance establishing the authority of the City Auditor; and providing an effective date. Attachments: Exhibit 1 Ordinance R. ID 17-225 Consider adoption of an ordinance of the City of Denton, Texas, approving Amendment No. 1 to an interlocal cooperation agreement between the City of Denton and Denton County, Texas, regarding the construction of Metro Street and Improvements to Corbin Street, terminating the agreement; and providing an effective date. Attachments: Exhibit 1 Ordinance 2006-250 Exhibit 2 Proposed Ordinance S. ID 17-228 Consider adoption of an ordinance of the City of Denton, Texas authorizing the approval of a first amendment to a contract between the City of Denton and Clevest Solutions, Inc. for Mobile Workforce Management Software and Automatic Vehicle Location System for Denton Municipal Electric; providing for the expenditure of funds therefor; and providing an effective date (File 5821 -providing for an additional expenditure amount not -to -exceed $85,000, with the total contract amount not -to -exceed $451,000). The Public Utilities Board recommends approval (5-0). Attachments: Exhibit 1 -Original Contract Exhibit 2 -PUB Minutes Exhibit 3 -Ordinance Exhbit 4 -1st Amendment T. ID 17-250 Consider adoption of an ordinance amending Chapter 18 of the Code of Ordinances to revise the school safety speed zone for Sam Houston Elementary School along Teasley Lane, for Ryan Elementary School along Ryan Road and to remove the school safety speed zone for Selwyn School along W. University Drive (US 380); providing a penalty of a fine not to exceed two hundred dollars ($200.00); providing a severability clause, providing for publication; and declaring an effective date. The Traffic Safety Commission recommends approval (7-0). City ofDenton Page 7 Printed on 2/17/2017 City Council Meeting Agenda February 21, 2017 Attachments: Exhibit 1 Map of Teasley Lane at Lillian Miller Exhibit 2 Map of Ryan Road near Ryan Elementary Exhibit 3 Map of US380 near Selwyn School Exhibit 4 Ordinance - School SafetySpeed Zones.pdf U. ID 17-251 Consider adoption of an ordinance amending Chapter 18 of the Code of Ordinances to revise the speed limits along on W. University Drive (US 380) from IH 35 to the Westerly City limits; providing a penalty of a fine not to exceed two hundred dollars ($200.00); providing a severability clause, providing for publication; and declaring an effective date. The Traffic Safety Commission recommends approval (7-0). Attachments: Exhibit 1 - Speed Study Exhibit 2 - Map of West University (US 380) Exhibit 3 Ordinance Speed Limits US-380.pdf V. ID 17-265 Consider approval of an ordinance of the City of Denton, Texas, concurring with the City Manager's reorganization of the City of Denton's administrative departments and divisions; and providing an effective date. Attachments: Exhibit 1 Ordinance 5. ITEMS FOR INDIVIDUAL CONSIDERATION A. A16-0004 Consider adoption of an ordinance of the City of Denton, Texas setting dates, times, and place for public hearings on the proposed annexation of certain property generally located north of Ryan Road, west of FM 2181 (Teasley Lane) and Lake Forest Good Samaritan Village, and east of Country Club Road by the City of Denton, Texas, authorizing and directing the City Secretary to publish notice of such public hearings. Attachments: Exhibit 1 - Location Map Exhibit 2 -Zoning Map Exhibit 3 - Draft Ordinance Exhibit 4 - Staff Presentation B. ID 17-168 Consider adoption of an ordinance of the City of Denton, Texas, Nunc Pro Time, correcting an inadvertent mistake in Ordinance No. 2016-341 relating to an Economic Development Program Grant Agreement with Sally Beauty LLC pursuant to Chapter 380 of the Local Government Code for making grants of public money to promote Economic Development; providing for a severability clause; and providing for an effective date. Attachments: Exhibit 1 Ordinance C. ID 17-196 Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the City of Denton Employee Health Clinic and Operation Management Services; and providing an effective date (RFP 6198 -awarded to CareHere, LLC in the amount of $20.00 per employee per month (PEPM) for an estimated annual cost of $386,325 for management costs and $566,000 for salaries and supplies with a five (5) year total not -to -exceed $5,010,300). City ofDenton Page 8 Printed on 2/17/2017 City Council Meeting Agenda February 21, 2017 Attachments: Exhibit 1 -Evaluation and Ranking Sheet Exhibit 2 -Ordinance Exhibit 3 -Contract Exhibit 4 -Staff Presentation D. ID 17-243 Consider approval of a resolution of the City of Denton, Texas evidencing support for the proposed new construction of Palladium Denton Apartments in Denton; and authorizing such other actions necessary or convenient to carry out this resolution. Attachments: Exhibit 1 Resolution E. ID 17-245 Consider approval of a resolution of the City of Denton, Texas evidencing support for the proposed new construction of the Reserve at Sherman in Denton; and authorizing such other actions necessary or convenient to carry out this resolution. Attachments: Exhibit 1 Resolution 6. PUBLIC HEARINGS A. DCA 17-0004 Hold a public hearing and consider adoption of an ordinance of the City of Denton, a Texas, expressly repealing Sections 34-35, 34-36, and 34-37 of the Denton Code of Ordinances related to annexation and amending Subchapter 35.3 of the Denton Development Code by adding a periphery development annexation criteria section; providing for a penalty in the maximum amount of $2,000.00 for violations thereof, providing a severability clause, savings clause, and an effective date. The Planning and Zoning Commission recommends approval 6-1. Attachments: Exhibit 1 - Sections 34-35, 34-36, and 34-37.pdf Exhibit 2 - Draft Ordinance Exhibit 3 - Staff Presentation B. Z16 -0018b Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, to change the zoning classification from Regional Center Residential 1 (RCR-1) District to Employment Center Commercial (EC -C) District on approximately 5.3 acres of land generally located on the west side of the I-35 Southbound Service Road and 115 feet north of Barthold Road in the City of Denton, Denton County, Texas; adopting an amendment to the City's official zoning map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof, providing a severability clause and an effective date. The Planning and Zoning Commission has recommended approval (7-0) of the request. (Z16-0018) City ofDenton Page 9 Printed on 2/17/2017 City Council Meeting Agenda February 21, 2017 Attachments: Exhibit 1 - Staff Analysis Exhibit -Aerial Exhibit• Map Exhibit- Land UseMap • Permitted Permitted 7 - Proposed Zoning Map ExhibitExhibit - Public Notification ExhibitPresentation Exhibit0 - Draft Ordinance 7. CONCLUDING ITEMS A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. B. Possible Continuation of Closed Meeting topics, above posted. CERTIFICATE I certify that the above notice of meeting was posted on the bulletin board at the City Hall of the City of Denton, Texas, on the day of , 2017 at o'clock (a.m.) (p.m.) CITY SECRETARY NOTE: THE CITY OF DENTON CITY COUNCIL WORK SESSION ROOM AND COUNCIL CHAMBERS ARE ACCESSIBLE IN ACCORDANCE WITH THE AMERICANS WITH DISABILITIES ACT. THE CITY WILL PROVIDE SIGN LANGUAGE INTERPRETERS FOR THE HEARING IMPAIRED IF REQUESTED AT LEAST 48 HOURS IN ADVANCE OF THE SCHEDULED MEETING. PLEASE CALL THE CITY SECRETARY'S OFFICE AT 349-8309 OR USE TELECOMMUNICATIONS DEVICES FOR THE DEAF (TDD) BY CALLING 1-800 -RELAY-TX SO THAT A SIGN LANGUAGE INTERPRETER CAN BE SCHEDULED THROUGH THE CITY SECRETARY'S OFFICE. City ofDenton Page 10 Printed on 2/17/2017 City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-227, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Economic Development CM/ ACM: Bryan Langley Date: February 21, 2017 SUBJECT Receive a report, hold a discussion, and give staff direction regarding the Stoke Denton entrepreneur center. BACKGROUND During the FY 2014-15 budget process, the Economic Development Department submitted a supplemental budget request entitled "Tech Denton Economic Development Initiative." The purpose of the initiative was to "foster an environment that attracts the technology industry to Denton and fosters the growth of new technology companies." The initiative was focused around four major themes: an innovation district in central Denton; "Collide Village of Denton," a live -work -learn -play transit -oriented downtown development (this portion of the initiative ultimately became The Railyard and Stoke Denton); a "tech park" in Quakertown Park with outdoor wife; and tech events and programs. Objectives for the initiative included: • Support entrepreneurship and innovation • Create and retain successful innovative businesses • Create substantial investment in Denton businesses • Diversify and strengthen the tax base • Develop a workforce that is agile, technologically advanced, and employable • Increase the average household income in Denton • Gainfully employ graduates from Denton's universities in order to keep them living and working in Denton • Foster technology solutions to address community -wide needs • Encourage infill redevelopment/development and revitalization The initiative was intended to be a public-private partnership and involve stakeholders from the local technology, business, education, and nonprofit sectors. Its goal was to create a local environment in which entrepreneurs could start up and grow businesses, bringing knowledge-based, high -paying jobs to the community. Management Agreement with the Dallas Entrepreneur Center The Dallas Entrepreneur Center (DEC), a 501(c)(3) nonprofit organization, was created to help entrepreneurs start, build, and grow companies through education, mentorship, and community. The DEC functions as a business support hub for entrepreneurs by offering the knowledge and resources necessary for success - it City of Denton Page 1 of 5 Printed on 2/17/2017 povveied by I_egivt9i IN File #: ID 17-227, Version: 1 provides a physical location with direct access to tools, education, guidance, and like-minded peers. It has replicated its operating model in nine locations, including Denton. The DEC was engaged to manage the daily operations of Stoke Denton and associated programs. The term specified in the contract is October 30, 2016, through March 1, 2017. The agreement states it will be renewed annually for five years. In October 2016, the City authorized a $65,000 annual payment to the Dallas Entrepreneur Center for the hiring and management of a full-time Director for Stoke Denton. In September 2017, the effectiveness of the position will be evaluated to determine whether future funding is warranted. Stoke Denton, like other DEC locations, operates on a membership model. Memberships are offered with price points and benefits that are designed to meet the needs of businesses at different phases of development. Membership levels are: • Virtual ($75/month) o Access to Stoke -coordinated events, mentors, and members -only opportunities; two co -working or conference room bookings per month; access to the online member platform • Coworking ($20/day or $150/month) o M -F 8 a.m.-5 p.m. access; community desks; high-speed internet access; printer/copier/scanner services; conference room scheduling services; receive mail • Dedicated (Desk: $250/month; Office: $550/month; Pod of 4 Desks: $900/month) o All benefits included in the Coworking level; 24/7 access to Stoke; permanent location with locking storage; access to the online member platform; access to all Stoke coordinated events A Passport membership add-on, which allows a member to work out of any of the DEC's nine locations, is also available for an additional $100. Membership at Stoke Denton is open to entrepreneurs and businesses ranging from freelancers and consultants to startups and growing young companies; membership is not restricted to those working in the technology sector. The primary screening criteria for membership is that an individual or business is interested in being a part of the "entrepreneurial ecosystem" at Stoke Denton by participating in and contributing to the community of members. Membership agreements (contracts) at Stoke Denton are made directly between the member and the DEC; terms can be month-to-month (desks only) or 6 months or 12 months (offices). The DEC keeps 90 percent of membership fees generated by Stoke Denton and is to use them for "daily operations of the entrepreneurial space, including but not limited to the following: programming and event expenses; snacks, supplies, and other amenities and benefits; marketing and recruitment expenses." The other 10 percent of membership fees under are to be paid monthly to Rail Yard, Ltd., to be "credited towards the City's operating expense account." (Note: Due to the impracticality the 10% being paid to Rail Yard, Ltd. by the Dallas Entrepreneur Center and credited to the City, all parties agreed verbally that the Dallas Entrepreneur Center will pay the 10% directly to the City quarterly.) Currently, Stoke Denton is marketed via its website at stokedenton.com and through social media platforms Facebook, Twitter, Instagram, and Google Plus. Word-of-mouth through networks of members, mentors, and event attendees is an organic marketing opportunity that will increase as more members and mentors join and more events are held. At all its locations, the DEC tracks key metrics to measure success and to determine areas for improvement. For the first year of a new entrepreneur center, quantitative metrics such as the number of events held, number of City of Denton Page 2 of 5 Printed on 2/17/2017 povveied by I_egist9i I;, File #: ID 17-227, Version: 1 visitors, number of mentor sessions available/used, and number of entrepreneurs assisted can be used to establish a baseline upon which future goals can be based. While occupancy rates are tracked by the DEC, they can be a misleading metric in an entrepreneur center given that one important measure of success is the number of members who "graduate" or move out of the center due to the growth, stability, or sale of a business. Successful graduations will reduce occupancy rates temporarily. Further, pressure to keep occupancy rates high is counterintuitive to the cultivation of a mutually supportive community environment as it can drive the acceptance of members who aren't a good fit for the community simply to keep the numbers up. Summary of Project Occupancy and Activity From its opening on Aug. 1, 2016, to mid-February 2017, more than 400 people attended events and tours hosted at Stoke Denton. All seven of the offices are occupied, along with 9 of 34 dedicated desks and 12 of 20 coworking desks. There is one Virtual member and three Passport members. The full-time Director of Stoke Denton, who started on January 9, 2017, is focusing on member recruitment, hosting events in the space, and growing the mentorship program. Commercial Lease and Incentive with Rail Yard, Ltd. The Martino Group and Links Construction (two operating entities of Orison Holdings, LLC) began construction of the mixed-use Railyard development in mid -2015. The transit -oriented development consists of multi -family housing and restaurant/retail/office space inside a redeveloped 28,000 square -foot warehouse facility at 608 E. Hickory, The City entered into a five-year commercial lease agreement with Rail Yard, Ltd., (an operating entity of Orison Holdings, LLC) for about 9,000 square feet of space to be used for Stoke Denton. The term of the lease is March 1, 2016, to February 28, 2021. A security deposit of $17,280 was required, and monthly lease and NNN costs currently total about $11,000. Per square foot costs are anticipated to increase 3.5% per year. The City granted Rail Yard, Ltd. a $380,000 incentive (paid in annual installments of $76,000 for five years) out of the Tax Increment Reinvestment Zone Number One ("Downtown TIF") fund. PRIOR ACTION/REVIEW (Council, Boards, Commissions) April 7, 2014 - Economic Development staff presented program components of what would become the Tech Denton Economic Development Initiative during a joint meeting of the City Council and the Economic Development Partnership Board; staff was directed to develop the program July 31, 2014 - Staff presented a Budget Workshop to Council requesting $220,000 to fund the Tech Denton Economic Development Initiative August 19, 2014 - Staff presented a Work Session to Council regarding the request for $220,000 to fund the Tech Denton Economic Development Initiative October 1, 2014 - Tech Denton Economic Development Initiative is funded in the FY 2014-15 budget October 14, 2014 - The Economic Development Partnership Board recommended that staff proceed to the Tax Increment Reinvestment Zone Number One ("Downtown TIF") Board for a vote on using TIF funds for an incentive related to the Tech Denton Economic Development Initiative January 16, 2015 - The Tax Increment Reinvestment Zone Number One ("Downtown TIF") Board recommended approval of an incentive to Rail Yard Partners, Ltd. September 15, 2015 - Council adopts Ordinance 42015-300 approving a 5 -year commercial lease agreement with Rail Yard Partners, Ltd. for 608 E. Hickory, Suite 128 and a 5 -year incentive grant ($76,000 annually) to Rail Yard Partners, Ltd. October 30, 2015 - Council adopts Ordinance 42015-328 authorizing the City Manager to execute a City of Denton Page 3 of 5 Printed on 2/17/2017 povveied by I_egist9i I;, File #: ID 17-227, Version: 1 management agreement with the Dallas Entrepreneur Center for the management of the entrepreneur center to be located at 608 E. Hickory, Suite 128 TIMELINE FOLLOWING LAST COUNCIL ACTION March 1, 2016 - Commencement date of the commercial lease; approximate commencement date of the management agreement June 17, 2016 - Certificate of Occupancy issued for 608 E. Hickory, Suite 128 July 15, 2016 - Economic Development Program Administrator Julie Glover asked to serve as temporary director of Stoke Denton August 1, 2016 - Stoke Denton opens October 31, 2016 - The City authorizes a $65,000 annual payment made in quarterly installments to the Dallas Entrepreneur Center for the hiring and management of a full-time Director for Stoke Denton January 9, 2017 - The Dallas Entrepreneur Center's Director of Stoke Denton begins work FISCAL INFORMATION The attached "City Stoke Operating Budget and Expenditures" report from the Finance Department shows a grand total operating budget for Stoke of $675,751 and expenditures (FY 14-15 and FY 15-16 actuals plus FY 16-17 estimate) of $615,128. The budgeted numbers in each fiscal year include one FTE. The attached "City Stoke Revenues and Expenditures" report from the Finance Department reflects estimated FY 16-17 revenues of $60,132, including revenue to the Downtown TIRZ Fund and the City's General Fund from ad valorem taxes on The Railyard development and the DEC's remittance of 10% of membership fees to the City. This report also shows the expense for two years of the five-year Downtown TIRZ Incentive Grant to Rail Yard, Ltd., a total of $152,000. RECOMMENDATIONS Staff recommends establishing Stoke Denton baseline metrics for: number of events held, number of visitors, number of mentor sessions available/used, and number of entrepreneurs assisted. Initial baseline numbers captured over the next 6 months can then be used to set specific goals should the management agreement with the DEC continue. Staff recommends the following amendments to the management agreement with the Dallas Entrepreneur Center: • Modify the language regarding the term to read "may be renewed annually" instead of "will be renewed annually." • Change the agreement expiration date from March 1, 2017, to September 30, 2017. • Add a general 30 -day prior written notice termination option. • Add an "appropriations clause." • Specify remittance of the 10% of membership fees directly to the City of Denton instead of to Rail Yard, Ltd. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public City of Denton Page 4 of 5 Printed on 2/17/2017 povveied by I_egist9i I;, File #: ID 17-227, Version: 1 Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Economic Development Related Goal: 3.4 Encourage development, redevelopment, recruitment, and retention EXHIBITS Exhibit 1 - DEC Stoke Denton Membership Information Exhibit 2 - DEC Stoke Denton Events and Tours Information Exhibit 3 - Stoke Denton Sample Membership Agreement Exhibit 4 - City Stoke Operating Budget and Financial Summary Exhibit 5 - Presentation Respectfully submitted: Caroline Booth Director of Economic Development City of Denton Page 5 of 5 Printed on 2/17/2017 povveied by I_egist9i I;, �! Off, O Oc i! I O D 9! Oet Q 9! Ni !! O O a� 9! Oa � X00 '9! Oc i19 O 0 0 0 0 0 0 0 0 0 �70 00 O 0 O V O N O a/y N M V LO U) U) U) U) N N N N N Cl) Cl) Cl) Cl) Cl) O� O a �t O i R !O CL 'a 9! Of a� �t O 9! v O BOO 3 O U `9! 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CO O U D C C � J (D 0 (D (D C N (6 N O (D C (6 6) N E E (6 (6 U O) O O0 Q N 7 O Q (D U 7 (6 0) C _0 m c E (6 O O 7 .c: N -C 'C U � (D E > E C �3 N (6 C Q (n N N Docu5lgn Envelope ID: CA395BA5-44DB-4E53-8950-1 2ECOB5136132 Membership Agreement THIS MEMBERSHIP AGREEMENT (this "AZrqgmenr) is entered into on ithe"Effecti,ve Date") between Stoke Coworking, a d/b/a of the DallasEC __ ("You" Or "Your"), SPACE/ACCESS 20 Stoke" or "We'd and Stoke agrees to provide You With a non-exclusive right to access and use the space located at 608 East Hickory, Suite 128, Denton, Texas 76201 (the "Space"), in accordance with your Membership levet (hereafter defined) for the Term (hereafter defined) of this Agreement. Completion or acceptance of this Agreement does not create a tenancy, but prepaid usage to use the provided amenities in the Space. H. MEMBERSHIP TYPE Please select only cane membership level with the desired office arrangement ("'Membership Lever): o Virtual ti Co -Working — Mernber(s) — Desk(s) III. MEMBERSHIP TERM Please select only one initial term (the "Initial Term"): o Month -to -Month 0 — Month(s) X 6 Months K Dedicated Desk(s) Of Pod (4 Desks) o 12 Months From the Effective Date until the expiration of the Initial Term, the fees for Your Membership Lxvcl (the "Membership Fees ') are payable as a one-time payment or monthly, as indicated below., o One -Time Payment, in the amount of S cK Monthly, in the amount of $ per month This Agreement will automatically renew on a nionth-to-month basis following the expiration of the Initial Tenn (the Initial Term as extended is hereafter referred to as the "Term"). After expiration of the Initial Terni, the Membership Fees shall be due and payable on the first day of each month of the Term, and such fees for any partial months shall be pro -rated based on the number of days left in the month. After the Initial Term, the Term of this Agreement shall continue until terminated by either (i) Stoke at any time without notice for breach of the terms of this Agreement (e.g., non-payment of Membership Fees or other outstanding amounts), (ii) by either party upon at least thirty (30) days prior written notice delivered to the other party, or (iii) as otherwise provided for in this Agreement. We will automatically charge Your debit/credit card (as authorized pursuant to the "Automatic Billing Authorization Eo—rrW' attached hereto and incorporated herein by reference) for all Membership Fees and all other outstanding amounts payable to Stoke by You during the Term which are due an the first day of each month, THE TERMS AND CONDITIONS ON THE FOLLOWING PAGES ARE INCORPORATED HEREIN BY REFERENCE. YOU MUST ADHERE TO SUCH TERMS AND CONDITIONS AT ALL TIMES, AND FAILURE TO FOLLOW SUCH TERMS AND CONDITIONS CAN RESULT IN NON -RENEWAL OR Stoke Membership Agreement -`Denton DowiSign Envolopo IDCA3056A,6-44DB-4E-:53-895C-12ECOM6132 EVEN EARLY TERMINATION OF THIS AGREEMENT. BY SIGNING BELOW, YOU ARE APPROVING AND ACCEPTING THE TERMS AND CONDITIONS. Approval and acceptance signed by You: ,, '—%laned by: By: Name., Date: Approval and acceptance signed by Stoke: By: Name/Title: Trey Bowles. CEO Date: 10/1.4/2016 Stoke Membership Agreement—Denton DocuSign Envelope IDCA395BAS-44DB-4ES3-8950-12ECO8586132 AUTOMATIC BILLING 4UTHORIZATION FORM Credit/Debit Card: Card Type: 0 MasterCard VISA 0 AMEX 0 Discover 038 Credit card number Expires: 3-4 digit code Cardholder's name: (as shomi on credit card) Billina Addrvss Olum credit card statement) h - City, State, zip Date I (we) authorize Stoke to debit my (our) debit or credit card monthly for the agreed upon Membership Fees and all other outstanding amounts payable to Stoke, These debit entries will be made in payment of fixed and variable expense invoices as authorized by me (us) upon becoming a member(s) of Stoke, I (we) will be responsible for notifying Stoke of any exception I (we) might have to these, charges as documented by the invoices provided to me (us) each month. Such notification must be provided to Stoke no later than the fifth (5"') day of each month, Without provision of such notification, Stoke is authorized to proceed with the transactions against this account for payment in full of the amount of 'invoices provided, This authorization is to remain in full force and effect until the Stoke Membership, Agreement has been terminated in accordance with its terms and Stoke has a reasonable opportunity to act on the termination. Billing Authorization Form —Denton P-nvolopo IDCA39513A5-440BAESM95C-12ECOBSB6132 Stoke Membership Terms and Conditions Terms and Conditions. The services Stoke provides to You (including but not limited to the use of office space, access to Internet, etc.), are subject to the following Terms and Conditions. Stoke reserves the right to update the Terms and Conditions at any time without notice to You. Governing Lease. You acknowledge that the Space is also governed by the Office Lease (as may be inodified and amended, the "Office Lease"), wherein City of Denton leases 9,216 square feet of'space (the "Master Space"') ftom Rail Yard Partners, Ltd. (thc "Landlord") in the building at 608 East Hickory, Suite 128, Denton, Texas 76201 (the "Building'). You also acknowledge that You have been able to review the Office Lease and agree to be bound by all terms and conditions of such lease. You agree to reimburse Stoke upon request for any fees, penalties, or other sums incurred by Stoke under the Office Lease due to acts or omissions committed by You during your use of the Space. Access, You are provided with access to the Space during the standard hours of operation for the building in which the Space is located. Pursuant to the Office Lease, such hours are currently Monday through Friday, 9:00 a.m. through 5.,00 p.m.,- however, any person authorized by Stoke to access and use the Space under the Dedicated Membership Level ("Dedicated Member") shall have access to the Space twenty-four (24) hours per day, subject to the Office Lease. Dedicated Members are expected to secure the building when either they are the last person on the premises or any time after 5:00 p.m. Dedicated Members may be provided with one (1) key card to access the Space upon payment of a $30.00 deposit for such key card, Dedicated Member-, may request additional key cards, and if such request is approved by Stoke, they must make an additional deposit of $30.00 per key card, Failure to return all key cards at the termination of this Agreement will cause any deposit to be forfeited and retained by Stoke, You acknowledge and accept responsibility for the security of the doors and spaces you access. You shall have access to: (i) reasonable use of the conference rooms in the Space, subject to prior scheduling and availability, not to exceed two (2) hours per booking, and (ii) common areas of the Space under uniform conditions specified by Stoke to all Members within the Space, as may be modified in Stoke's sole, but reasonable., discretion. Service Charges. In addition to the Membership Fee, You shall pay to Stoke for an), additional services provided by Stoke to You that are not included as part of such Membership Fee (collectively, "Service Charyes," and together with Membership Fee, the "Fees"), Late Payment Charge and Interest/Automatic Billing Failure/Returned Check. A late payment charge in the amount of ten percent (10%) of the amount due (each a "fate Charge ') Shall be due and payable in the event that the Fees are not received in full by Stoke within five (5) days after the date such Fees are due. You agree to pay Stoke, in addition to the, Late Charge and interest referenced herein, any fees incurred by Stoke in the event Your Fees and other outstanding amounts payable to Stoke fail to be autornatically debited as authorized under the Autornatic Billing Authorization Form, or a check tendered by You to Stoke for payment hereunder is not honored for payment. Stoke may also avail itself to any other remedies we may have at law or in equity as a result of a dishonored check, Additionally, Stoke, in our sole discretion, may require all future payments to be made by certified funds, money order or wire transfer. Insurance. You shall carry, at all times during the Tenn, at a minimum, sufficient insurance Coverage to protect Your own contents, fixtures and furnishings (collectively, "Personal Properiv"). Coverage shall be on aspcclal form policy and shall include replacement cost of the Personal Property. hi addition, You shall keep in force at all times during the 'remi insurance providing general liability co wrage with minimum combined limits of one million dollars ($1,000,000.00) per occurrence mid. two million dollars ($2,000,000,00) in the aggregate for Wohly injury and property damage. Stoke shall be named as an additional insured on Your general liability coverage. In no own[ shall Stoke be liable for any damage to Your Personal Property, All coverage for You shall be written with an insurance carrier reasonably acceptable to Stoke, and You shall furnish Stoke with a certificate of insurance meeting the requirements hereunder upon Your occupancy of the Space. You shall be responsible for providing Stoke with a current insurance certificate for each of Your policies at the time of the renewal of any such Policy. Stoke Membership Agreement — Denton Do,uGlqn Envt:lupe 10. CA395BA5-44DB-4E53-8950-1 2ECOB5B6132 Cabling. Additional cable or telephone lines or related equipment of any kind, whether for television. intemet, satellite or LAN, may not be installed in the Space without the "Prior written consent of Stoke' which Stoke may grant or withhold in its sole but reasonable discretion. Stoke's consent shall be' conditioned on the payment of additional monthly fees should the cable, telephone lines or related equipment be positioned in or pass through the Master Space (outside of the Space) or the Building and shall also be subject to The following conditions: (i) If the cabling, telephone lines or equipment is not already included with a service provided by Stoke, then You shall pay all costs associated with the installation and maintenance thereof and You shall, at Stoke's request, be responsible for the removal of same at the end of (lie Term, (ii) You shall assume al I liability for the installation and use of the cabling, telephone lines and equipment. including damage or disruption to the business operations of other Members in the Space. Other Members in the Master Space, and other tenants of the Building. (iii) You shall be responsible for any increase in Stoke's insurance policies as a result of the installation and use of such equipment and cabling, and You shall confirm that Your insurance policies cover any damage or liability caused by same, (iv) At Stoke's option, all cabling and telephone lines installed in the ceiling or walls of the Space or Master Space shall become the prop", of Stoke at the expiration or earlier tenru-nation ofthe 'rerm, Automatic Renewalf1rears ination. Upon the expiration or the Initial Term, this Agreement will remain in force and be automatically renewed monthly, until terminated by either (i) Stoke at any time without notice for breach of the terms of this Agreement (e.g., non-payment of Membership Fees or other outstanding amounts), (ii) by either party upon at least thirty (30) days prior written notice delivered to the other party, or (iii) as otherwise provided for in this Agreement. You may terminate this Agreement only after completing all payments of the Initial Term. Notwithstanding anything to the contrary contained herein. the Term of this Agreement shall not extend beyond the term of the Office Lease, and upon expiration or termination of the Office Lease this Agreement shall automatically terminate. Termination will not end any obligation to pay Fees incurred before the effective date of the termination. Stoke may automatically terminate Your rights under this Agreement without notice if you fail to comply with any of the terms of this Agreement, including the Terms and Conditions, Upon termination of this Agreement, your access to the Space will terminate and you will no longer be entitled to any use of the Space, or any other membership benefit of Stoke. If You fail to vacate and to terminate Your use of tile Space after the termination of the Term, You shall be deemed a trespasser and in breach of this Agreement, and Stoke may immediately remove You and Your personal property from the Space. Delivery and Acceptance. The Space will be delivered to You in its "as is, where is" condition. Your acceptance (whether in writing or by use or occupancy) shall constitute Your recognition and acknowledgment that the Space and the furnishings provided thereiri are in a good state of repair and in a satisfactory condition. STOKE SHALL NOT BY LIABLE TO YOU FOR ANY CLAIMS, COSTS, DAMAGES, LIABILITY OR LOSSES INCURRED BY YOU FOR THE FOLLOWING REASONS: (1) DUE TO THE FAILURE OF, THE FEATINGT, COOLING, OR OTHER UTILITY EQUIPMENT, rNCLUI.)FNG VOICE AND DATA ACCESS, (ii) DUE TO OPERATING COSTS OR DUE TO THE NECESSITY OF REPAIR; (iii) DIJE TO THE REASONABLE DENIAL OF YOUR ACCESS 170 THE SPACE; OR (iv) DUE TO FAILURE TO PROVIDE SERVICES AS PROVIDED FOR IN THIS AGR_EEMENT. 10. Limitation of Liability, YOU AGREE THAT STOKE, THE CITY OF DENTON WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE OR SPECIAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR INCREASED COST OF OPERATIONS RESULTING FROM SERVICES PROVIDED UNDER THIS AGREEMENT. YOU AGREE THAT STOKE'S TOTAL LIABILITY SHALL BE LIMITED TO PROVEN DIRECT DAMAGES NOT TO EXCEED SEVEN HUNDRED FIFTY DOLLARS ($750.00). EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, STOKE MAKES NO REPRESENTATIONS OR Stoke Membership Agreement — Denton DocuSign Envelapp. ID: CA395BA5-44D[3-4E53-8950-1 2F-COB5B6132 WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY REPRESENTATION OR WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. H. Indemnification. YOU HEREBY INDEMNIFY AND AGREE TO DEFEND AND HOLD STOKE, THE CITY OF DENTON AND ITS AGENTS, EMPLOYEES, LICENSEES, DIRECTORS, OFFICERS, MEMBERS, PARTNERS AND CONTRACTORS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, DEMANDS, SUITS, LOSSES, COSTS AND EXPENSES (INCLUDING ATTORNEY'S FEES), JUDGMENTS AND LIABILITIES ARISING OUT OF OR IN ANY WAY RELATING TO YOUR BREACH OF OR FAILURE, TO PERFORM ANY OF YOUR OBLIGATIONS HEREUNDER OR FROM THE NEGLIGENCE OR WTr LFUL MISCONDUCT OF YOU OR YOUR AGENTS, EMPLOYEES, DIRECTORS, OFFICERS, MEMBERS, PARTNERS, LICENSEES, CONTRACTORS, CUSTOMERS, OR INVITEES OCCURRING IN CONNECTION WITH THE SPACE, THE SCOPE OF THIS INDEMNIFICATION SIIALL, AT STOKE'S OPTION, INCLUDE, BUT NOT BE LIMITED TO, DEFENSE WM-1 ATTORNEYS SATISFACTORY TO SUCH PARTY, OF ANY ACTION, SUIT, CLAIM OR PROCEEDING THAT MAY BE FILED, INSTITUTED OR BROUGHT AGAINST STOKE OR TO WHICH SUCH PARTY MAY BE MADE A PARTY. THE FOREGOING INDEMNIFICATION SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT. 12. Costs of Enforcement. You agree to pay Stoke all reasonable collection and attorney fees incurred by Stoke, whether incurred prior to or after the commencement of Formal legal action. Your obligation to pay Stoke is an independent covenant and shall be payable free from any expense, charge, deduction, offset, or counter -claim by reason of any obligation of Stoke or any other reason. All of the provisions of this Agreement shall be construed and interpreted accordingly. 13. Real Estate Brokers, Neither You nor Stoke has dealt with any broker or agent in connection with the negotiation or execution of this Agreement. You and Stoke shall each indemnify the other against all costs, attorneys' fees, liens and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. 14. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The signature of any party to any counterpart hereof will be deemed a sigriature to, and may be appended to, any other counterpart hereof. In the even( that any signature to this Agreement is delivered by facsimile transmission or by e-mail delivery of a ".pdt"forrriat data file, such signature will create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature page were an original diereof Once signed, this Agreement may be delivered by facsimile or ".pdf' format, and any reproduction of this Agreement rnade by reliable means (e.g., photocopy, facsimile or ".pdf' format) is considered an original. 15, Complete Agreement, There are no oral agreements between You and Stoke affecting this Agreement, and this Agreement supersedes and cancels any and all previous negotiations, arrangements, brochures, offers, agreements and understandings, oral or written, if any, between You and Stoke or displayed by Stoke to You with respect to the subject matter of this Agreement. There are no commitments, representations or assurances between You and Stoke or between any real estate broker and You other than those expressly set forth in this Agreement, and all reliance with respect to any commitments, representations or assurances is solely upon commitments, representations and assurances expressly set forth in this Agreement, This Agreement may not be amended or modified in any respect whatsoever except by an agreement in writing signed by You and Stoke, 16. General. "You" or "Your" means you individually and includes any of Your businesses, their subsidiaries, affiliates, employees, directors, officers, members, partners, agents and parent companies. Time is of the essence of this Agreement and each and all of its provisions. You may not assign, transfer or encumber this Agreement without the prior written consent of Stoke. If any provision of this Agreement is determined to Stoke Membership Agreement —Denton Mc= S:gn F- valope ID: CA30SHA5- 4DB-lE53-895C-12ECOB5B6132 be illegal or unenforceable, such determination shall not affect any other provision of this Agreement and all such other provisions shall remain in full force and effect. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. All notices or notifications which may or are required to be given by either party to the other hereunder shall be in writing and delivered in person or sent by United States mail, facsimile, or email. V. Authority to Execute Agreement. The person signing on Your behalf represents that he/she has the authority to execute this Agreement on Your behalf Stoke Membership Agreement — Denton City Stoke Operating Budget and Expenditures FY 2014-15 FY 2014-15 Budget Actual Variance Stoke Budget $ 220,000 - Building Rent and Utilities - - Rental Space Improvements - - DEC Personnel Payment - - Swash Labs/Advertising - 29,000 Other - - Total $ 220,000 $ 29,000 $ 191,000 FY 2015-16 FY 2015-16 2015-16 Budget Actual Stoke Budget $ 220,000 - Building Rent and Utilities - 62,757 Rental Space Improvements - 196,126 ** DEC Personnel Payment - - Swash Labs/Advertising - 51,875 Other - 13,810 $ 220,000 $ 324,568 $ (104,568) FY 2016-17 FY 2016-17 Budget Estimate Stoke Budget $ 235,751 - Building Rent and Utilities - 187,275 Rental Space Improvements - - DEC Personnel Payment - 48,750 Swash Labs/Advertising - 9,938 Other - 15,597 $ 235,751 $ 261,560 $ (25,809) Grand Total $ 675,751 $ 615,128 $ 60,623 * $103,841 was transferred to a capital project account in FY2014-15. ** $112,435 was transferred to a capital project in FY2015-16 and combined with the FY2014-15 resources and was used to pay for space improvements. City Stoke Revenues and Expenditures 2014-15 2015-16 2016-17* Revenues Actual Actual Estimate Totals Rental income to City (from DEC) Ad Valorem Downtown TIRZ Ad Valorem City Subtotal Revenues Expenses Building Rent and Utilities Rental Space Improvements DEC Personnel Payment Swash Labs/Advertising Downtown TIRZ Incentive Grant Other Subtotal Expenses Net Income (Loss) $ - $ - $ 3,988 $ 3,988 $ - $ - $ 48,654 $ 48,654 $ - $ - $ 7,490 $ 7,490 $ - $ - $ 60,132 $ 60,132 $ - $ (62,757) $ (187,275) $ (250,032) $ - $ (196,126) $ - $ (196,126) $ - $ (48,750) $ (48,750) $ (29,000) $ (51,875) $ (9,938) $ (90,813) $ - $ (76,000) $ (76,000) $ (152,000) $ - $ (13,810) $ (15,597) $ (29,407) $ (29,000) $ (400,568) $ (337,560) $ (767,128) $ (29,000) $ (400,568) $ (277,428) $ (706,996) *Expenses are projected through the end of the current fiscal year and include outstanding encumbrances. City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-106, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services ACM: Jon Fortune DATE: February 21, 2017 SUBJECT Receive a report, hold a discussion, and give staff direction regarding multi -family development standards. BACKGROUND On November 8, 2016, the City Council discussed Collegiate Housing often referred to as single room occupancy developments. Included in staff's presentation were recommendations to add a definition for Collegiate Housing in Subchapter 35.23 and to add Collegiate Housing as a land use in Subchapter 35.5 with associated limitations of the Denton Development Code (DDC). As an alternative the Council directed staff to review the multi -family development standards as it relates to parking ratios, building height limitations, and neighborhood compatibility. CONSIDERATIONS: 1. The City's housing stock currently comprises approximately 49,000 dwelling units, of which approximately 58 percent is single-family and 42 percent is multi -family. 2. Collegiate Housing developments are multiple dwelling units designed for college students. These developments are leased to students by the bedroom and generally include amenities that provide special features to students. The DDC does not specifically define Collegiate Housing and the use is categorized as multi -family which is defined as "a structure that contains three (3) or more dwellings and any ancillary uses". 3. Multi -family is a permitted use in the following Zoning Districts or with a Specific Use Permit (SUP) and/or limitations: • Rural Commercial (RC) with a Specific Use Permit (SUP) • Neighborhood Residential Mixed Use 12 (NRMU-12) with a limitation L(4) • Neighborhood Residential Mixed Use (NRMU) with a SUP and limitation L(4) • Downtown Residential 2 (DR -2) with a limitation L(5) • Downtown Commercial Neighborhood (DC -N) with a limitation L(5) • Downtown Commercial General (DC -G) with a limitation L(5) • Community Mixed Use General (CM -G) with a limitation L(4) and L(6) • Community Mixed Use Employment (CM -E) with a limitation L(4) and L(6) City of Denton Page 1 of 4 Printed on 2/17/2017 povveied by I_egivt9i IN File #: ID 17-106, Version: 1 • Regional Center Residential 1 (RCR-1) with a limitation L(4) • Regional Center Residential 2 (RCR-2) with a limitation L(4) • Regional Center Commercial Neighborhood (RCC -N) with a limitation L(4) and L(6) • Regional Center Commercial Downtown (RCC -D) with a limitation L(4) and L(6) L(4) = Multi -family is permitted only: 1. With a Specific Use Permit; or 2. As part of a Mixed -Use Development; or 3. As part of a Master Plan Development, Existing; or 4. If the development received zoning approval allowing multi -family use within one year prior to the effective date of Ordinance No. _2005-224; or 5. If allowed by a City Council approved neighborhood (small area) plan. L(5) = Within this district the density of apartments will be calculated as one bedroom equating to 0.5 units. L(6) = Permitted only on 2nd story and above, when an office, retail, or other permitted commercial use is on the ground floor along any avenue, collector, or arterial street, otherwise office or retail uses are not required. 4. The maximum building height for all developments is governed by the zoning district in which the building is located in and consist of the following; • RC: 65 feet • NRMU-12: 40 feet • NRMU: 65 feet • DR -2: 45 feet • DC -N and DC -G: 100 feet • CM -E and CM -G: 65 feet • RCR-1: 40 feet • RCR-2: 50 feet • RCC -N: 65 feet • RCC -D: 100 feet • Special Purpose Overlay District(s): Dependent on the overlay conditions 5. The maximum lot coverage for all developments is governed by the zoning district in which the building is located in and consist of the following; • RC: 35% except for agricultural buildings • NRMU-12:60% • NRMU:80% • DR -2:75% • DC -N and DC -G: 80% • CM -E and CM -G: 85% • RCR-1:55% • RCR-2:75% • RCC -N: 85% • RCC -D: 90% City of Denton Page 2 of 4 Printed on 2/17/2017 povveied by I_egist9i I;, File #: ID 17-106, Version: 1 • Special Purpose Overlay District(s): Dependent on the overlay conditions 6. Section 35.14.4.A.2 of the DDC provides parking standards for mixed density developments, which includes multi -family developments: • Efficiency/studio under 600 square feet 1.25 space/unit • 1 -bedroom units or efficiency/studio over 600 square feet 1.50 space/unit • 2 -bedroom units 1.75 space/unit • 3 -bedroom units 2.00 space/unit • 4 -bedroom units and more 1.00 space/bedroom • Retirement or senior living facilities 1.00 space/unit • Special Purpose Overlay District(s): Dependent on the overlay conditions 7. The Council's direction to review the multifamily development standards related to building height and parking ratios was a result of concern of the adjacency of multi -family developments to established residential neighborhoods, Historic Districts, and Overlay Districts and the impact of these and SRO developments. The areas of concern are primarily located within the DR -2, DC -N, and DC -G Districts which are typically found in Denton's urban core. The core area is depicted in the attached Downtown Urban Core Zoning Map. In order to be able to evaluate the physical impact of multifamily development in the urban core, it is recommended that an SUP be required for multi -family developments proposed within the DR -2, DC -N, and DC -G zoning districts. The SUP would be a tool to determine the appropriateness of the use and its functions. An SUP would also enable the creation of an alternative maximum building height, parking ratio, and site design standards to mitigate potential impacts of the use on the surrounding land use pattern. 8. The City recently selected Clarion to rewrite the DDC. Part of their scope of work is to review the DDC's development and design standards. A major task of their work will be to establish tailored standards for infill and redevelopment. RECOMMENDATION It is recommended that an SUP be required for multi -family developments proposed within the DR -2, DC -N, and DC -G zoning districts. The SUP would serve as the land use analysis tool to determine not just the appropriateness of the massing and scale of the proposed development but would also serve to determine the compatibility of the use as it relates to the surrounding zoning and land use pattern. PRIOR ACTION/REVIEW (Council, Boards, Commissions) November 8, 2016, City Council Work Session STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: City of Denton Page 3 of 4 Printed on 2/17/2017 povveied by I_egist9i I;, File #: ID 17-106, Version: 1 Related Key Focus Area: Economic Development Related Goal: 3.1 Develop targeted policies and incentives to achieve desired economic growth EXHIBITS 1. Downtown Urban Core Zoning Map 2. Staff Presentation Respectfully submitted: Munal Mauladad Director of Development Services Prepared by: Ron Menguita, AICP Long Range Planning Administrator City of Denton Page 4 of 4 Printed on 2/17/2017 povveied by I_egist9i I;, Denton Urban Core N U Q U) O LO L— a) 0 0 0 70 U N U N L 0 cn E 0 0 L 0 -I-- 0 0 0 L cn 0 0 CD N U Q cn O O All cn E 0 0 L 0 1 M N U Q cn O O cn 0 U L 0 0 cn L 0 0 E 0 L 0 City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON Legislation Text File #: ID 17-214, Version: 1 Agenda Information Sheet DEPARTMENT: Human Resources CM/ ACM: Bryan Langley Date: February 21, 2017 SUBJECT Receive a report, hold a discussion, and give staff direction regarding the Council Appointee Performance Review (CAPR) Committee. BACKGROUND Councilmember Briggs requested a work session to gain a better understanding of the CAPR Committee and its role. Staff has placed a work session item on the February 21, 2017, Council agenda in order to facilitate this discussion. To assist Council with the discussion, staff is providing information of the formation of the committee and its role, as established by resolution. The City Council formed a temporary subcommittee in February of 2004 to recommend performance review standards to the City Council for Council appointees (City Manager, City Attorney, and Municipal Judge). The first meeting was held on February 24, 2004, and consisted of Mayor Perry McNeil, Councilmember Bob Montgomery, and Councilmember Jack Thomson. Carla Romine, Director of Human Resources, was the ex - officio member. The CAPR Committee was formalized as a standing committee of the Council with the adoption of resolution R2004-020 on April 20, 2004. The resolution specified that the members shall consist of three City Councilmembers who shall serve at the pleasure of the City Council until successors are duly appointed by the Council, with the Director of Human Resources as an ex officio member. The duties of the Committee were outlined in section 3 of the resolution: The duties of the Committee include the ongoing (1) performance review of City Council appointees and (2) appointees' job descriptions, in order to make recommendations to the City Council to assist the Council in evaluating the job performance of the Council Appointees. On April 19, 2005, Council adopted resolution R2005-013 that established a standing process for the Council appointee reviews, with a review period of March 1" through February 28th. On December 11, 2007, Council adopted resolution R2007-043 that changed the review period to January I" through December 31st. The resolution also recognized that the City Charter was amended on November 7, 2006, to add the City Auditor to the list of Council appointees. Finally, the duties outlined in the resolution City of Denton Page 1 of 2 Printed on 2/17/2017 povveied by I_egivt9i IN File M ID 17-214, Version: 1 were expanded to include making recommendations regarding employment agreements, including renewals, of Council appointees. While there has not been another resolution, the review period for Council appointees was changed in 2012 to coincide with the fiscal year, October I" through September 301. There are no set meetings of the CAPR committee, although certain months are targeted as part of the review process. The number of meetings each year will vary depending on the issues that need to be addressed. For example, in addition to reviewing job descriptions, employment agreements, and goals/accomplishments for the review year, in the past, the CAPR committee initiated the recruitment processes for the Council appointee positions, as well as interviewed the top candidates and made recommendations on the finalist(s) to the entire Council. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Organizational Excellence Related Goal: 1.2 Develop a high-performance work force EXHIBITS 1- Resolution: R2004-020, establishment of CAPR Committee 2- Resolution: R2005-013, establishing process 3- Resolution: R2007-043, establishing committee and changing review timelines Respectfully submitted: Carla Romine Director of Human Resources City of Denton Page 2 of 2 Printed on 2/17/2017 povveied by I_egist9i I;, A. S:\Our Documents\Resolurions1041Council Appointee Performance Review Committee Resolution.DOC RESOLUTION NO. A RESOLUTION ESTABLISHING A STANDING COMMITTEE OF THE CITY COUNCIL OF THE CITY OF DENTON FOR COUNCIL APPOINTEE PERFORMANCE REVIEWS; APPOINTING THE INITIAL MEMBERS OF THE COMMITTEE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Denton City Council heretofore established a temporary subcommittee (the "Temporary Committee") to recommend performance review standards to the City Council for City Council appointees, being the city manager, city attorney and municipal court judge; and WHEREAS, the City Council finds that it is in the public interest to establish the sub- committee as a standing committee of the City Council; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The findings and recitations contained in the preamble of this resolution are incorporated herein by reference. SECTION 2 The City Council hereby establishes a standing committee to be called the Council Appointee Performance Review Committee (the "Committee"). The Committee shall consist of three City Council Members with the Director of Human Resources (the "Director") as an ex officio member. The initial members of the Committee shall be the same as the Temporary Committee which consists of Councilmember Bob Montgomery, Councilmember Perry McNeill, Councilmember Jack Thompson and ex officio member, Carla Romine, Director of Human Re- sources. The Committee members shall serve at the pleasure of the City Council until successors are duly appointed by the City Council and become qualified. The person holding the position of Director will automatically succeed as the ex officio member of the Committee. SECTION 3. The duties of the Committee include the ongoing (1) performance review of City Council appointees and (2) appointees' job descriptions, in order to make recommenda- tions to the City Council to assist the Council in evaluating the job performance of the Council Appointees. SECTION 4. This resolution shall become effective immediately upon its passage and approval. /� PASSED AND APPROVED this the aMf day of , 2004. EULINE BROCK, MAYOR ,.ik ATTEST: JENNIFER WALTERS, CITY SECRETARY B APPR ED AS O LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY BY: Page 2 SAOUR DOCUMENTS\Resolutions1051Council Performance Committee.DOC RESOLUTION NO. A RESOLUTION ESTABLISHING A STANDING PROCESS FOR CITY COUNCIL AP- POINTEE PERFORMANCE REVIEWS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to Resolution No. R2004-020 the Denton City Council established a Council Appointee Performance Review Committee (the "Committee") to make recommenda- tions to the City Council for City Council appointees, being the city manager, city attorney and municipal court judge; and WHEREAS, the City Council and Committee desire to establish a standing process for City Council appointee reviews which is set forth in Exhibit "A" attached hereto and made a part hereof by reference (the "Standing Process') WHEREAS, the City Council finds that it is in the public interest to establish the Stand- ing Process for Council appointee performance reviews; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The findings and recitations contained in the preamble of this resolution are incorporated herein by reference. SECTION 2 The City Council hereby establishes the Standing Process for performance reviews and evaluations of the city manager, city attorney and municipal court judge. SECTION 3. This resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of ��,(� , 2005. EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY . BY: APPRIED Ala TO LEGAL FORM: EDWIN M. SNYDE TERIM CITY ATTORNEY i BY: EXHIBIT "A" STANDING PROCESS FOR COUNCIL APPOINTEE PERFORMANCE REVIEWS Process Timeline 1. Appointees submit a listing of personal and professional goals January to the Committee for the performance year (March 1 — February 28) 2. Committee reviews the goals and makes recommendations for February changes; meets with appointee to discuss changes 3. Committee presents goals to City Council for input and February/March discussion 4. Committee meets with appointees to discuss any changes February/March Council may have; appointee signs goals which is filed in (following his/her personnel file Council meeting) 5. Committee may meet with appointees for a mid -year review September of goals; changes may be made to the goals based on feedback from the Council, Committee, or appointees 6. Appointees submit a report of accomplishments based on January established goals to Committee 7. Committee reviews accomplishments; meets with appointees February to discuss, especially if there are questions; 8. Committee presents report of accomplishments to Council for February/March review and discussion; Committee makes recommendations to Council as to any performance increases for appointees 9. Appointees meet with the full Council to review and discuss February/March the past year's accomplishments and receive any specific feedback. S:1Our Documents\Reso1utions1071CAPR Com Reso.DOC RESOLUTION NO. a� %— A RESOLUTION RE-ESTABLISHING A STANDING COMMITTEE OF THE CITY COUN- CIL OF THE CITY OF DENTON FOR COUNCIL APPOINTEE PERFORMANCE RE- VIEWS; APPOINTING THE MEMBERS OF THE COMMITTEE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on April 20, 2004, the Denton City Council heretofore established a com- mittee (the "Committee") by Resolution No. R2004-020 to recommend performance review standards to the City Council for City Council appointees, being the City Manager, City Attor- ney, and Municipal Court Judge; and WHEREAS, on November 7, 2006, the City Charter was amended to add the City Audi- tor to the list of Council appointees; and WHEREAS, the City Council finds that it is in the public interest to re-establish the Committee as a standing committee of the City Council; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The findings and recitations contained in the preamble of this Resolution are incorporated herein by reference. SECTION 2. The City Council hereby re-establishes a standing committee to be called the Council Appointee Performance Review Committee (the "Committee"). The Committee shall consist of three City Council Members with the Director of Human Resources (the "Direc- tor") as an ex officio member. The members of the Committee shall be Councilmember Bob Montgomery, Councilmember Jack Thomson, Deputy Mayor Pro Tem Joe Mulroy and ex officio member, Carla Romine, Director of Human Resources. The Committee members shall serve at the pleasure of the City Council until successors are duly appointed by the City Council and be- come qualified. The person holding the position of Director will automatically succeed as the ex officio member of the Committee. SECTION 3. The steps for the reviewing process are substantially in the form of Exhibit "A" which is attached hereto. SECTION 4. The duties of the Committee include the ongoing (1) performance review of City Council appointees and (2) appointees' job descriptions, in order to make recommenda- tions to the City Council to assist the Council in evaluating the job performance of the Council Appointees. Additionally, the Committee will make recommendations regarding employment agreements, including renewals, of council appointee positions. SECTION 5. This Resolution shall become effective immediately upon its passage and approval. s:lnur documentslresolutions\07lcapr cont reso.doc PASSED AND APPROVED this the day of 4&mmv '2007. ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: EDV Page 2 C r > PEPOIR. McNEILL, MAYOR scour documcntslmiscellancous107UO07 capr corn review timelines.doe EXHIBIT "A" STANDING PROCESS FOR COUNCIL APPOINTEE PERFORMANCE REVIEWS Process Timeline 1. Appointees submit a listing of personal and professional goals January to the Committee for the performance year (January 1 — December 31) 2. Committee reviews the goals and makes recommendations for February changes; meets with appointee to discuss changes 3. Committee presents goals to City Council for input and FebruarylMarch discussion 4. Committee meets with appointees to discuss any changes February/March Council may have; appointee signs goals which is filed in (following his/her personnel file Council meeting) 5. Committee may meet with appointees for a mid -year review September of goals; changes may be made to the goals based on feedback from the Council, Committee, or appointees 6. Appointees submit a report of accomplishments based on January established goals to Committee 7. Committee reviews accomplishments; meets with appointees February to discuss, especially if there are questions; 8. Committee presents report of accomplishments to Council for February/March review and discussion; Committee makes recommendations to Council as to any performance increases forappointees 9. Appointees meet with the full Council to review and discuss February/March the past year's accomplishments and receive any specific feedback. City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-221, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services ACM: Jon Fortune DATE: February 21, 2017 SUBJECT Receive a report, hold a discussion on the housing programs and other activities carried out by the Denton Housing Authority (DHA) and give staff direction regarding requests for resolutions from developers applying for state tax credit. BACKGROUND On January 10, 2017, a summary of the Texas Department of Housing & Community Affairs Tax Credit Program was presented to the City Council. The purpose of the item was to seek direction on how to proceed with current and future requests for resolutions from developers applying for state tax credit. The Council received project details proposed by two developers, Palladium USA and Ojala Holdings upon which they requested a discussion with DHA in order to understand how partnering with tax credit projects can help further DHA's mission of providing workforce and affordable housing. On February 7, 2017, DHA presented their mission and shared information on existing housing programs and partnerships. DHA also presented additional information on the state tax credit program and details on the projects that are applying for state tax credit. DHA is currently negotiating partnerships with four projects, two projects are applying for a 4 percent tax credit and two projects are applying for a 9 percent tax credit. During this meeting, the Council requested some additional information which is summarized in the attached memorandum. The two projects that are applying for a 9 percent tax credit are Palladium Denton and The Reserve at Sherman. The developers of these projects are requesting resolutions from Council during this meeting because their applications are due on March 1. Both projects are zoned Community Mixed Use General (CM -G). Multi- family is a permitted use in this zoning district with limitations L(4) and L(6). Both developers have informed the Planning Division that they will be applying for a zoning change and potentially a Specific Use Permit. L(4) = Multi -family is permitted only: 1. With a Specific Use Permit; or 2. As part of a Mixed -Use Development; or 3. As part of a Master Plan Development, Existing; or 4. If the development received zoning approval allowing multi -family use within one year prior to City of Denton Page 1 of 3 Printed on 2/17/2017 povveied by I_egivt9i IN File #: ID 17-221, Version: 1 the effective date of Ordinance No. _2005-224; or 5. If allowed by a City Council approved neighborhood (small area) plan. L(6) = Permitted only on 2nd story and above, when an office, retail, or other permitted commercial use is on the ground floor along any avenue, collector, or arterial street, otherwise office or retail uses are not required. In the event City Council decides to approve resolutions for the 9 percent tax credit projects, draft resolutions for each project has been placed on the same agenda. Details of the projects that are applying for the 9 percent tax credit are provided below: Palladium Denton: • Applying for a 9% Tax Credit • Developer: Palladium USA • Management: Palladium USA • Southeast corner of Loop 288 and Sherman Drive • Zoned Commercial Mixed Use General (CM -G) • 10 acres • Three -stories • 180 units • One, two, and three bedrooms • Surface parking lot The Reserve at Sherman: • Applying for a 9% Tax Credit • Developer: Miller Valentine Group - MV Residential, LLC • Management: Miller Valentine Residential Property Management • Northeast corner of Loop 288 and Sherman Drive • Zoned Commercial Mixed Use General (CM -G) • 10 acres • Three -stories • 120 units • One, two, and three bedrooms • Surface parking lot Before making a decision on the requests for resolutions, Council requested additional information from DHA regarding the following: • DHA's Memorandum of Understandings with the developers • Input from the county and Denton ISD • A breakdown of property taxes • Funding that DHA is expected to receive • How DHA plans to use the funding • DHA financials City of Denton Page 2 of 3 Printed on 2/17/2017 povveied by I_egist9i I;, File #: ID 17-221, Version: 1 OPTIONS The City Council has two options in responding to the 9 percent tax credit projects: • Approve a Resolution of Support • No Action PRIOR ACTION/REVIEW (Council, Boards, Commissions) January 10, 2017 - City Council Work Session February 7, 2017 - City Council Work Session STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Economic Development Related Goal: 3.1 Develop targeted policies and incentives to achieve desired economic growth EXHIBITS Exhibit 1 - Denton Housing Authority Tax Credit Funding Memo Prepared and respectfully submitted by: Ron Menguita, AICP Long Range Planning Administrator Barbara Ross Community Development Division Manager City of Denton Page 3 of 3 Printed on 2/17/2017 povveied by I_egist9i I;, i 0 DENTON215E. MCfCiMEY,DENT04 TEXAS 76207*(940)349.8307-FAX (940)349.8596 GI 'S OFFIGE MEMORANDUM DATE: February 15, 2017 TO: Todd Hileman, City Manager FROM: John Cabrales, Assistant City Manager SUBJECT: Denton Housing Authority Housing Tax Credit Resolution Issues ISSUE The Denton Housing Authority (DHA) has been before council in two recent work session discussions to ask the council not to issue any resolutions of support for any housing tax credit development applications in Denton, unless the developer and DHA have executed a Memorandum of Understanding (MOU) related to the proposed development. These discussions have raised several questions with council and below are answers to some of those questions. The information was provided by DHA, Denton ISD, Denton County and the Community Development Division. There is another council work session discussion scheduled for Feb. 21 and two germane action items that are resolutions of support for 9% housing tax credit development applications. QUESTIONS How is the funding from DHA derived from these projects? DHA enters into an MOU with a private housing tax credit developer, that among other things allows DHA to share in the developer fees and other cash flow that are derived from the sale of low income housing tax credits (if awarded) and bond revenues. These developer fees are usually deferred over a 15-17 year period. DHA has partnered with private developers on three of the eleven tax credit developments in the City. Currently DHA has Pecan Place (1993), Renaissance Courts (2004) and The Veranda (2015) (Exhibit 1). In the MOU agreement for the 150 unit Renaissance Courts, DHA owned the land and negotiated to receive 50% of the developer fees and 100% of the cash flow after 10 years. In total DHA has received $700,000 in developer fees from this project and has used it to pay asset management and loan refinancing fees. Renaissance Courts is expected to complete payment of loan to DHA by 2018. DHA does have the right of first refusal to purchase Renaissance Courts at the end of the 15 year compliance period, which is estimated to be 2020-21, and will need approximately $2 million for this purchase. "Dedicated to Quality Service„ www.citvofdenton.com In 2016 DHA entered into an MOU (Exhibit 3) on the 322 unit residential development known as The Veranda. As a result of the agreement, DHA will receive 35% of the developer fees and 50% of the other cash flow. On page 11 of Exhibit 3, there is a breakdown of the annual payments to DHA over a 17 year period. For year one of this agreement, DHA received approximately $122,500 for developer fees in the FY 2015-16. They will not receive any more developer fees until The Veranda reaches "stabilization" or "lease up," defined by the state as 90% of the units leased for three consecutive months. When stylization is reached, which is estimated to be November 2018, then they can resume collection of a portion of the developer fees annually, which are scheduled to end by the tenth year. However, in the tenth year, the cash flow payments begin and go until year 17, of which DHA receives 50%. DHA has the right of first refusal to purchases the property in year 15, and if they do purchase the property they will get 100% of the cash flow. Of the developer fees received thus far from The Veranda MOU, DHA has used these revenues to pay for construction monitoring and other repairs and upgrades at other DHA properties. DHA expects to receive additional developer fees in 2018. Some of these fees will be used to go towards the purchase of Renaissance Courts and other development opportunities. What is the funding that DHA is expecting to get for the two 9% tax credit projects? DHA has been in MOU discussion with Palladium for the proposed 180 unit Palladium development, and with MV Residential for the 120 Reserve at Sherman development. The proposed agreements have a 15 to 17 year developer fee and cash flow pay out with the following breakdown: - Developer = 50% DHA = 35% • Historically Underutilized Business (HUB) = 15% (This is a state mandated percentage if a HUB is brought on as a partner.) The two developers want to bring on a HUB as a partner because under the Texas Department of Housing & Community Affairs (TDHCA) scoring of housing tax credit applications, the developer will get an additional point for having a HUB partner. This will also impact the cash flow breakdown to the following. • Developer 48% • DHA 28% • HUB 14% • Tax Credit Investor 10% If DHA had land to offer up for these types of developments, then they would be able to negotiate a higher percentage of the developer fees or cash flow. For example, the Fort Worth Housing Authority (FWHA) has been able to negotiate 50% in developer fees and 50% in cash flow because they have used land owned by FWHA for the development. FWHA also has taken advantage of a Department of Housing and Urban Development (HUD) program to convert existing public housing units into Rental Assistance Demonstration (RAD) units. Under RAD, Housing Authorities are able to raise substantial amounts of capital to rehabilitate or redevelop deteriorating public housing developments. The RAD program operates by converting public housing subsidies into Section 8 vouchers that are attached to some of the units in the housing tax credit development. Also, the City of Ft Worth has approved a policy that all applicants for housing tax credits, partner with the housing authority or another public entity, require a percentage of RAD units or supportive housing units, and a minimum of market rate units. Denton Housing Authority does not have or own public housing units so they do not qualify for the RAD credits. How would the 5% funds the DHA mentioned going to United Way be used? How was 5% derived? Why not 10%, 50%? DHA has a need for programs and services to better improve the lives of the families they serve and to foster independence and self-sufficiency. These programs could include financial management, budget training, job training, childcare classes, counseling, help with utilities, etc. These programs are already available here in Denton, and DHA does not want to duplicate them. They also know that a lot of these agencies are losing local, state, and federal funds. However, revenues from developer fees could be used to keep families from becoming homeless. For example, if a voucher family's utilities are shut off, DHA is required to terminate them from the program, which could result in the family becoming homeless. Funds received from non-federal sources, such as developer fees, could be used to pay for utility bill and for other services that will help families stay in stable housing. DHA's ability to partner with a developer allows them to earn additional revue streams, and not just rely on the federal funding. Their ability to negotiate developer fees and cash flow from these types of projects also allows some of these funds to remain here locally. DHA understands that partnering with the United Way of Denton County and other non -profits makes sense because many of their clients are supported by local non-profit programs and services. An amount of 5% of annual revenues was being discussed, because DHA feels that they will need most of the funding from these agreements to purchase the development after the 15 years. They are already partnering with United Way by the providing the land for a new office building & community center and United Way in turn will provide space for DHA to use for meetings with their clients. DHA is also working with United Way to provide funds for Supportive Housing needs in the community. They also already partner with Giving HOPE, Inc. to provide funds for a Security Deposit & Application Fee program for clients searching for better housing. DHA proposes to allocate some of total developer fees ($1,265,000) for their current fiscal year (Exhibit 4, page 2) in the following way. • $63,250 to United Way agencies that provide services to DHA clients 0 $150,000 to United Way to develop a Pilot Housing Program $5,000 to Giving Hope for Security Deposit payments $450,000 reserve towards the purchase of Renaissance Courts The remaining balance will be used for DHA operations Is it true that in the past five years, no new affordable housing built? Since 1993, Denton has had eleven housing tax credit developments (see exhibit 1) with the last one being 322 multifamily unit development known as The Veranda. The Texas Department of Housing & Community Affairs (TDHCA) scores all housing tax credit applications within the rules outlined in their Qualified Action Plan (QAP). According to the QAP any housing tax credit development proposed in a community, whose population is greater than 100,000, and has more than 20 percent Housing Tax Credit Units per capita, shall be considered ineligible unless the Governing Body of the municipality passes a resolution of support. In other words, if a city has two times or more than the state average of affordable housing units ratio to the total household units in a city, then the developer will not get any points towards their application, unless they convince the city council to pass a resolution of support. At one time the City of Denton was over the threshold and resolutions of support were required by TDHCA, the City of Denton has been at two times or higher of said state average so we were not an attractive community for housing tax credit developers looking to score points on their application. However, due to the growth in population in Denton we recently dropped below this state average so developers are coming back to Denton to try and build these types of developments. Construction of Housing Tax Credit properties has been only one method used to support affordable housing in the Denton community. Over the past 32 years, the City of Denton has supported affordable housing by providing grants and very low-interest loans to low income homeowners who would probably not have been able to stay in their homes or may have been in a unit that had some significant and possibly dangerous problems. HUD funding has also been used to assist low and moderate -income households to purchase homes by providing funding for down payment and closing costs. Over the years, the City has worked with the Denton Affordable Housing Corporation, Habitat for Humanity and Cumberland Presbyterian Children's Home to provide affordable housing either through renovation, purchase and rehabilitation, or new construction. Habitat currently has a funding agreement with the City to build a unit on Alexander St. and DAHC has funding to renovate a six-plex on Bolivar Street. Though HUD funding has been reduced significantly in the last few years, the City continues to use the funds to support affordable housing in a variety of ways. Also, the QAP changes each year so developers must locate available land in a qualified census tract (QCT) in order to score enough points to receive an award. DHA has submitted pre - applications in previous years, but could never score enough points, based on the location of the land they owned near downtown and in northern Denton. According to the Census Bureau's 2015 American Community Survey (ACS), there are a total of 48,282 "housing units" in Denton. Occupied "Housing units" in Denton are listed at 45,529 and comprise 94.3%. Renter occupied units amount to 23,744 and comprise 52.2% of the occupied units (45,529). The ACS also shows an increase in rental households earning $15,000 - $49,000 from 2010 to 2015. There were 15,098 households in 2010, and 16,654 in 2015 for an increase of 1,556 households or 10.31%. Employment growth shows demand for 3,937 new rental units over the next five years based on a conservative 3.0% annual employment growth estimate. DHA current voucher holders experience a difficult time locating units to use the voucher, especially 1& 2 bedroom units. DHA has 3,000 families on their waiting list. They are expecting a reduction in HUD funding and may have to reduce their program from 1536 vouchers/assisted families to 1420. What amount of taxes is the city forgoing for each project? It is not known what the value of either the 180 unit Palladium development or the 120 unit Reserve at Sherman development will be. However, if we use the value of The Veranda development in the financial documents (Exhibit 3) it shows that the cost of the land acquisition and building is $47,568,010 million. Because of the developer's partnership with DHA, this development is tax exempt. Had the City been able to collect taxes for this property we estimate that had the development been completed for FY 2016-17 the taxes would have been approximately $325,051. Our Building Inspections (BI) Division uses a multiplier from the International code council as a way to provide values for different types of buildings. According to BI, they have given The Veranda project a multiplier of $107.72 per square foot, which gives the buildings a value of $45,953,760. The financials from this agreement estimate the land acquisition costs at $2,500,000 so when we add these two together for a total of $48,453,760, which is close to the values in the financial documents. It is important to note that a housing tax credit development only becomes tax exempt when it partners with a housing authority. Also, under state law DHA is only allowed to partner with two 9% developments per year, but it is not limited to the number of partnerships it can have with 4% developments. Financials for DHA Some additional financial information was requested from DHA. They have provided us with a one page overview of their FY 2016-17 Budget (Exhibit 4), their accountant's compilation report on their balance sheet as of January 31, 2017 (Exhibit 5) and their year-end auditor's report for FY 2014-15 (Exhibit 6), and their negotiation activities with housing tax credit developers (Exhibit 7). DHA's current budget shows total operating income of $3,643,160. Current budgeted expenses are $2,972,949, leaving a net operating income of $670,211. They also receive $11,000,000 in Housing Assistance Payments (HAP) funds to distribute annually to landlords, and these are restricted to HAP. DHA financial as of January 2016 (Exhibit 5) show the housing authority's assets and liabilities and income statement for the first four months of the fiscal year. Their total assets are $9,056,123. The majority of these assets are restricted (HUD funding) and most of the land is tied to the developments. The operating revenues for each program are listed on page 5 and show operating revenues and expenses for the current fiscal year. Why do Developers want to work with Housing Authorities? Private developers choose to work with local housing authorities in order to better structure their deals financially and to have a local connection to the community. Housing Authority's bring a wealth of community knowledge and experience and can better assist them in going through the planning process with the local municipalities. Property and sales tax exemptions allow developers to save thousands of dollars for supplies and materials and real estate tax. Sometimes these expenses alone can make the business performa unattractive for the development. Also, the instability of the current market has lowered the price for the sale of the tax credits, most recently from $1.06 to $.85. This means that the revenue from the sale of the credits will be much lower than expected, and thus partnering with a housing authority is much more desirable to a developer. Housing authorities also bring to the table a waiting list of potential applicants already looking for affordable housing and families on the wait list are provided rental opportunities with the development before opening it up to the general public. How are school districts and County allowed input? State law does not require applicants for tax credits to get "support" from the schools or the county. However, DHA does try to notify and work with the school so that they will know of potential population increase in the school in which the development will be located. DHA did receive a letter of support from the school superintendent for The Veranda. Staff did reach out to Denton County and Denton ISD (DISD) to solicit any concerns or input regarding the proposed 180 unit Palladium development and the 120 Reserve at Sherman development. Denton County Judge Mary Horn stated that she was not in support of the developments, and Commissioner Bobbie Mitchell stated that she was in support. DISD is supportive of affordable housing and is not opposed to these developments, but they do have concerns about the impact that the amount of children that these developments would place in their schools. They are also concerned about the impact to some of their programs such as the free and reduced lunch and Communities in Schools. As of the drafting of this memo, they had not submitted their letter they were drafting for council consideration. EXHIBIT 1 O U 7 O m N = d LL N N O N C E CL Z O LcLJ O C ry p LL Q O LU 0 0 � j Q LU 3k itJ O W O V m M O 0 iIJ O V O V M m M m M O O O M O O M M O O O W N � V M M iIJ M I� M d W V � V c0 c0 M c0 � c0 iIJ c0 O- O O O O O O N O N O iIJ O c v >. m m m m m m m >, m m m o co W C7 C7 C7 0 0 C7 C7 W C7 C7 C7 CL J � t6 w � O c0 O CO O V O N CO N O N N N N N N N O N M H 7 "6 V N c0 N iIJ c0 I� N Cfl H t6 O O N M M M I� iIJ CO CO J EH EH EH EA EA N U co co co co co co co co co co co co T c O U O d O O O O O O O O O O O O d p p p p p p p p p p p p _T U O d O O O O O O O O O O O O d p p p p p p p p p p p p p o o C0 _ a co c a _ N U p UW (o .-- W W U' W U' W J W 0 O N O O O w Y m (N 6 � N Q U � � m E r Z CO 0 o Q -o Q U m U CO z d m wo E O — @) 0 U U U O o a m 'o 1 N N o >. ami 10 U N N o t d O E N N t t p d U H d K d (3 K d K H H m CO CO O W CO m Q O O O O O O O N } N N N N N N N N p o 0 E U U U U U U U U U U U U R n H H H H H H H H H H H T 0 0 0 0 0 0 0 0 0 0 0 CL rn rn rn v v v v rn v rn rn � Q O M O N O O p rn rn rn � O O O O O O H K EXHIBIT 2 MEMORANDUM OF UNDERSTANDING BETWEEN DENTON PUBLIC FACILITY CORPORATION AND NRP HOLDINGS LLC "Denton Apartments" This Memorandum of Understanding (the "MOU") is between Denton Public Facility Corporation ("DPFC"), a Texas public facility corporation, and NRP Holdings LLC ("NRP"), an Ohio limited liability company, and is dated effective as of 2015. NRP is a developer of affordable housing in the State of Texas. DPFC is a public facility corporation whose mission, in part, is to provide safe, decent and sanitary housing for low-income persons. NRP and DPFC hereby agree to work cooperatively to develop affordable housing at the following location, in accordance with the terms of this MOU: Denton Apartments, a 322 unit multifamily apartment development to be located in the 2400 block of East McKinney Street, Denton, Denton County, Texas 76209 (the "Project"). In order to accomplish this purpose, the parties agree as follows: AGREEMENTS: A. Definitions. 1. Class B LP -An affiliate of NRP that, to the extent permitted by applicable law, will be admitted to the Partnership. 2. Closing — The initial closing and funding of Construction Loan and Equity financing to the Partnership. 3. Construction Loan - The loan identified in Section E1 hereof for the construction of the Project. 4. Developer - NRP Holdings LLC. 5. Development Fee - The fee paid to Developer in the amount set forth in Section L.1 hereof. 6. Equity - The equity financing of the Project identified in Section E.2 hereof. 1 tl 11838.00000314834-1344.9000.v7 7. General Partner - A single purpose entity affiliated with DPFC that will be admitted to the Partnership as general partner. S. Guarantor - One or more affiliates of the Class B LP which will guarantee the Construction Loan and Permanent Loan and Equity that shall be reasonably acceptable to the General Partner. 9. Investor LP -The provider of the Equity through a purchase of an Investment in the Partnership entitling the Investor LP to the Tax Credits, The Investor LP may, at Developer's option and with the consent of the General Partner, be a limited partnership formed by Developer. 10. Keystone - Keystone Services LLC, an Ohio limited liability company. 11. Manager - NRP Management LLC, an Ohio limited liability company. 12. Management Agreement - Property Management Agreement between the Partnership and Manager, the form of which is attached hereto as Exhibit „A„ 13. MOU - This Memorandum of Understanding between DPFC and NRP, 14. NRI' - NRP Holdings LLC, an Ohio limited liability company. 15. NRPC - NRP Contractors LLC, an Ohio limited liability company. 16. Partnership - McKinney Denton Apartments, Ltd. to be formed Texas limited partnership, which will be the limited partnership formed for the purpose of owning the Project. 17. Partnership Agreement - The Amended and Restated Partnership Agreement to be entered into among the General Partner, Class B LP, Developer and Guarantor and the Investor LP, to be drafted by counsel for the Investor LP. 18. Permanent Loan - The loan identified in Section E.1. 19. Pre -Development Loan -The loan identified in Section P.2. 20. QAP - Qualified Allocation Plan for 2015 Tax Credits issued by TDHCA. 21. Subordinate Loan(s) - The loan(s) identified in Section E.1, if any, which will be subordinate to the Construction Loan and Permwient Loan, 22. Tax Credits - Low Income Tax Credits allocated by TDHCA. 23. TDHCA - Texas Department of Housing and Community Affairs. 0 l 1838,000003\4834-1344-9000.v7 B. Summary of Compensation and Fees. 1. DPFC shall receive thirty-five percent (35%) of the Developer Fee. (See Section L.1 hereof) 2. Developer shall receive sixty-five percent (65%) of the Developer Fee. (See Section L.1.) 3. NRPC shall receive a general contractor fee, overhead, profit and general conditions as set forth in Section F.6. 4. Manager shall receive a Management Fee as set forth in Section G.1. 5. Keystone shall receive the fee set forth in Section H. C. Ownershio Structure. 1. The Partnership will be formed by Developer for the purpose of owning the Project. 2. The General Partner will become the sole general partner and will be admitted to the Partnership at Closing. To the extent permitted by applicable law as amended between the date hereof and Closing, the Class B LP will have certain control oversight and approval rights. Any such rights must be agreed to by DPFC and may not, in the opinion of DPFC's counsel, result in the Special LP being deemed a General Partner for exercising its rights under the Partnership Agreement (as hereinafter defined). 3. The duties of the General Partner and the Class B LP shall be set forth in the Partnership Agreement. 4. Title to the land for the Project shall be taken in the name of DPFC, or a subsidiary of DPFC, and DPFC, or such subsidiary shall then enter into a long-term ground lease (the "Ground Lease") with the Partnership as tenant holding an interest in the improvements that constitute the Project. Funding for the acquisition of the land will come from the financing of the Project, and may be paid to DPFC in the form of an up -front Ground Lease payment. Upon termination of the Ground Lease, ownership of the improvements constituting the Project shall revert to DPFC. 011838.000003\4634-1344-9000.v7 D. Due D liggrieg 1. As a condition to DPFC's participation with the Project, DPFC requires NRP to provide all due diligence information on the Project and its proposed financing and operations. 2. A proforma budget of the Project is attached to this MOU as Exhibit "B" entitled "Proforma Development Budget". DPFC and NRP acknowledge that the proforma is subject to change. DPFC further acknowledges that NRP shall be responsible for maintaining and updating the proforma budget, which shall be subject to review and approval by DPFC. E. Finuncin. 1. On behalf of the Partnership, Developer has applied for a reservation of up to Twenty Three Million Nine Hundred Fifteen Thousand Dollars ($23,915,000) in private activity bonds (the "Bonds') to be issued by DPFC ("Issuer"). If the Partnership receives a reservation of Bonds, Developer shall be responsible for selecting the manner in which the Bonds will be sold to facilitate debt financing for the Project and negotiating the Bond financing terms on behalf of the Partnership, provided that DPFC shall have the right to review and approve the financing arrangements and the terms and conditions of any Bond or loan document. 2. The Partnership will require a taxable bridge loan in the approximate amount of Fourteen Million Five Hundred Eighty Three Thousand Seven Hundred Eighty Seven Dollars ($14,583,787). NRP shall identify financing sources for the taxable bridge loan on behalf of the Partnership and coordinate all interaction with the Iender. The General Partner shall have the right to review and approve the financing arrangements and the terms and conditions of the financing arrangements of the taxable bridge loan, such approval not to be unreasonably withheld, conditioned or delayed. A commitment for the taxable bridge loan shall be in place prior to Closing (as hereinafter defined). The General Partner shall timely review and comment upon any documents related to the taxable bridge loan and shall timely execute any and all such documentation, 3. On behalf of the Partnership, Developer has applied for approximately One Million Six hundred Twenty One Thousand One Hundred Seventy Six Dollars ($1,621,176) in Tax Credits from TDHCA. The parties anticipate that the Investor LP will provide Equity in return for the benefit of the Tax Credits. NRP shall negotiate equity financing for the Project on behalf of the Partnership and coordinate all interaction with the Investor LP. DPFC shall have the right to review and approve the financing arrangements of the Equity, such approval not to be unreasonably withheld, conditioned or delayed. The Equity financing documents are expected to include the Partnership Agreement. The General Partner shall timely review and comment upon any documents related to the Equity and shall timely execute any and all such documentation at Closing. 011838.000003\4834-1344-9000.0 4. Developer shall pay all costs and fees associated with applying for the Bonds, the Loan, and Tax Credits, which costs, along with all other pre -development costs incurred by Developer (to the extent included within the approved budget), shall be reimbursed at Closing from the proceeds of the Bonds and Equity. In the event this MOU is terminated or the transaction fails to close as contemplated herein, Developer shall be solely responsible for all costs described above and DPFC and its affiliates shall have no responsibility for payment or reimbursement of such costs. 5. Guarantor shall provide any guarantees that may be required hi conjunction with the Loan financing or the Equity referenced in paragraphs E.1 and E.2 above. Because NRP is providing any ongoing compliance or other guaranties, NRP and DPFC shall enter into a Master Agreement, the form of which is attached hereto as Exhibit "C" providing for NRP's right to control certain decisions of the Partnership (including, but not limited to, those which could affect Guaranty liability) and for reimbursement of sums expensed by NRP as guarantor from sources available to the Partnership as provided in the Partnership Agreement. The Project will undergo audits from the Investor LP, provider of the Permanent Loan, provider of the Subordinate loan(s), and from the Partnership. The Partnership shall facilitate providing the necessary documents requested by the various parties to allow for the aforementioned third party audits. DPFC shall have reasonable access to records and financial reports for inspection and review. F. Design and Construction.. 1. Developer shall provide comprehensive development services to the Partnership pursuant to a Development Agreement to be entered into by the Partnership and Developer. 2. NRP has provided DPFC a detailed pro forma budget for the Project, a current copy of which is attached hereto as Exhibit "B". 3. NRP shall be responsible for obtaining the services of design professionals for the design of the site plan and design of the project. DPFC will be provided copies of the final plans and specifications for the Project, including all construction contracts. DPFC will have the right to review, comment and approve such plans, and specifications. 4. In order to secure an exemption from state sales tax for the acquisition of building materials, DPFC shall serve as the general contractor and enter into a master subcontractor agreement for the construction of the Project with NRPC. 5. The sub -contractor of the project will be NRPC, an affiliate of NRP. NRP shall provide the Partnership a standard AIA form Lump Sum contract in an amount and otherwise on terms and conditions acceptable to all parties, each acting reasonably, s 011838.00000314834-1344-9000.0 the form of which is attached to this MOU at Exhibit "D". In no event shall the amount of the general contract be less than shown in the Project proforma attached hereto. The lump sum payable to NRPC shall be an expense of the Partnership and shall be inclusive of a typical 6-2-6 construction profit (i.e., 6% builder profit, 2% overhead and 6% general conditions) all of which will be drawn on a percent complete based on the percent of work complete. The fixed price amount of the contract will also include a contractor's contingency of 5% solely for the use of NRPC and to be drawn as needed by approved change order to complete the work as needed. Any unused contingency at the completion of the project will be used to pay deferred development fee; provided, however, that General Partner shall not unreasonably withhold its approval of any construction draw request involving release of contingency. 6. NRP shall be responsible for obtaining all governmental approvals and permits needed in order to construct and operate the Project. 7, NRPC shall guarantee to the Partnership, the Investor LP and any lender, delivery of the Project on time and within the approved budget (as it may be amended or revised from time to time with appropriate approvals). 8. The Project shall be constructed so as to comply with ADA and Section 504 requirements, as applicable under federal and state law. 9. The Partnership will not accept any financing source which requires a bond from the general contractor or master subcontractor without DPFC's and NRP's approval. 10. In no event will the Project require a contingency in excess of five percent (5%) of hard costs without the approval of NRPC. 11. NRP shall be responsible for the preparation of the construction loan draws for the Project. 12. Ramel Consulting ("Consultant") shall participate in the construction loan draw meetings and monitor the design and construction activities for the Project. G. Manag-ement and Operation. NRP Management, LLC or such other Developer designated affiliate shall serve as the property manager ("Manager") for the Project, which will be memorialized in a management agreement (the "Management Agreement"), the form of which is attached hereto as Exhibit "A". At any time that there are compliance guaranties executed by any affiliate of NRP, the General Partner shall (i) have consent in any removal of the Manager and (ii) shall have approval of any subsequent Manager. Any approval of any subsequent Manager while there are compliance guaranties executed by any affiliate of NRP shall be accomplished by NRP presenting up to three (3) acceptable property management firms to the General Partner for review and approval. The amount of the 6 01 1838.000003\4634-1344.9000.v7 Management Fee shall be four and 75/100 percent (4.7536) of effective collected gross income and paid as outlined in the Property Management Agreement. Because the Project consists of new construction, prior to the receipt of a Certificate of Occupancy for the first residential building, the Manager will be compensated by monthly fees equal to Twenty Dollars ($20) per unit commencing with the first complete month after the first community employee commences to work at the Project, provided such date is typical for when an employee would commence working at similar projects. The parties understand that in no event shall the first community employee commence work any earlier than three to four months prior to the receipt of a Certificate of Occupancy. H. Accounting. Subject to termination for reasonable cause, Keystone, an affiliate of NRP, shall provide accounting services (including but not limited to : (i) bookkeeping, monitoring reporting requirements and processing construction loan draws and change orders, and (ii) preparation of and/or coordinating preparation of cost certification, carryover, 10% test, tax returns and the Partnership's audit and audited financial statements for filing or certification by the Partnership's outside accountants,) to the Project until the later of: (i) conversion to the Permanent Loan; (ii) receipt of the final installment of the Equity Financing; and (iii) receipt of Form 8609. Keystone shall receive a fee from the Partnership of Two Hundred dollars ($200) per,unit per year for such services, but in no event more than Twenty Thousand Dollars ($20,000) annually. I. Supportive Services. NRP will identify an appropriate provider of supportive services. The scope of such supportive services shall be consistent with the committed to services in the application for the Tax Credits. The fee for such supportive services will be as shown in the final proforma. Pursuant to the approved budget, DPFC shall monitor and approve the provision of such supportive services during the Tax Credit compliance period. Developer shall be responsible for providing any evidence of supportive services which may be required for the Tax Credit application. J. Community Sia ort. DPFC and NRP shall be jointly responsible for interfacing with the local governmental officials in connection with support for the Project. The parties will consult with each other and coordinate the response to any media inquiries and/or public opposition to the Project that may arise. K. Tax Exemption. The ownership structure contemplated herein is expected to generate an ad valorem tax exemption for the Project. DPFC, on behalf of the Partnership, shall work with the applicable appraisal district to obtain confirmation of the availability of such exemption. 7 01 1838.00000314834-1344-9000.0 L. Fees ,and Expenses. 1. As consideration for the services of the Developer in connection with the construction and development of the Project, Partnership shall in accordance with Partnership Agreement, pay a fee (the "Developer Fee") of up to Five Million Twenty Thousand Dollars ($5,020,000) or such maximum amount as may be permitted by all applicable laws, rules and regulations including those of TDHCA and lender, which Developer Fee shall include any Developer's overhead charged to the Project. NRP will receive 65% of the Developer Fee and DPFC will receive 35% of the Developer Fee. The obligations of the Partnership to pay the Developer Fee shall be non- recourse to the Partners of the Partnership but recourse to the assets of the Partnership. 2. The General Partner may be entitled to receive certain fees or priority distributions for its services in such capacity as set forth in the Partnership Agreement. Such amounts shall be payable from the Partnership's net cash flow, as provided in the Partnership Agreement. 3. After payment of the Developer Fee, the General Partner's fee, if any, and any other priority net cash flow payments established in the Partnership Agreement, the General Partner and the Class B LP shall split any remaining net cash flow distribution, 50% to the Class B LP and 50% to General Partner. 4. Neither party shall enter into any contractual relationship or agreement relating to the Project that would cause either financial or legal liability to the other, without the other party's prior written consent. M. Long Term Ownershig and Right of First Refusal Designation. At the end of the 15 -year Tax Credit compliance period, the General Partner, DPFC, or DPFC's designated affiliate shall have a right of first refusal to acquire the Project for a price equal to the outstanding indebtedness secured by the Project plus any exit taxes. In addition, the General Partner, or other DPFC affiliate shall have an option to acquire the Project at any time as necessary to obtain the required property tax exception on terms acceptable to the Equity and NRP. N. NRP Expenses.. 1. To the extent that NRP has advanced sums for the benefit of the Project which have not been reimbursed, DPFC may not take any action regarding the ownership, development, construction, management or finances of the Project (whether prior to or after Closing) without NRP's prior consent. NRP shall be entitled to priority reimbursement for all bona -fide reasonable out-of-pocket pre -development costs associated with the development of the Project (including any interest paid by NRP) upon the earlier of (i) Closing of the Construction Loan and Equity and (ii) the Project 01 183 8,00000314834-1344.9000.v7 receiving any pre -development loan or equity advance. 2. NRP shall have the right to identify Pre -Development Loan financing to the Partnership for reimbursement of Project expenses incurred by NRP, to be guaranteed by NRP subject to DPFC's review and approval. If NRP identifies and DPFC approves such a Pre -Development Loan, NRP shall execute loan documents evidencing the Pre -Development Loan on behalf of the Partnership without creating any liability to DPFC or its affiliates. The fees and interest of such Pre -Development Loan shall be expenses of the Partnership. O. DPFC Expenses, NRP acknowledges that it is the parties' intent that DPFC bear no out of pocket expenses in connection with the Project, provided that such reasonable expenses shall be considered Project expenses and shall be shown in the Development Budget. DPFC shall provide the amount of the fee for the Consultant to NRP for inclusion in the Proforma Development Budget. DPFC shall have reasonable access to records and financial reports for inspection and review, P. Miscellaneous, 1. This MOU reflects the entire understanding between the parties and may only be amended by DPFC or NRP in writing, signed by both parties. This MOU is not merely an "agreement to agree". 2. Each party hereto is prohibited from assigning any of its interests, benefits or responsibilities hereunder to any third party or related third party, without the prior written consent of the other party, such consent not to be unreasonably withheld, conditioned or delayed. 3. The parties agree to execute such documents and do such things as may be necessary or appropriate to facilitate the development of the Project and the consummation of their agreement herein. 4. This MOU may be executed in several counterparts, each of which shall be deemed to be an original copy and all of which together shall constitute one agreement binding on all parties hereto, notwithstanding that all the parties shall not have signed the same counterpart. 5. THIS MOU SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF TEXAS, EXCLUSIVE OF CONFLICT OF LAWS PRINCIPLES. 6. In case any one or more of the provisions contained in this MOU for any reason are held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provision hereof, and this MOU 9 0l 183 8,000003\4834-1344-9000.v7 will be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 7. The parties hereto submit exclusively to the jurisdiction of the state and federal courts of Denton County, Texas, and venue for any cause of action arising hereunder shall he exclusively in the state and federal courts of Denton County, Texas. 8. Should any party employ an attorney or attorneys to enforce any of the provisions hereof, to protect its interest in any manner arising under this MOU, or to recover damages for the breach of this MOU, the non -prevailing party in any action pursued in courts of competent jurisdiction (the finality of which is not legally contested) agrees to pay to the prevailing party all reasonable costs, damages and expenses, including specifically, but without implied limitation, attorneys' fees, expended or incurred by the prevailing party in connection therewith. 9. The subject headings contained in this MOU are for reference purposes only and do not affect in any way the meaning or interpretation hereof. 10. This MOU shall continue until terminated upon the occurrence of one of the following conditions; (i) DPFC and NRP sign a mutual consent to terminate this Agreement, (ii) The transactions contemplated hereby are not closed by July 31, 2016; (iii) The terms of the Loan and Equity financing for the Project are unacceptable to DPFC, in its sole discretion, and DPFC provides Developer notice of such fact and a 30 -day opportunity to provide financing terms that are acceptable to DPFC and Developer, but Developer does not do so; (iv) DPFC's Board of Directors does not approve the Project; (v) Developer fails to deliver Checklist items as required herein; (vi) Either party breaches its obligations under tivs MOU, the non- binding party provides the breaching party notice of such fact and a 15 -day opportunity to cure, and the breaching party fails to do so; or (vii) Either party files for bankruptcy protection, makes an assignment for the benefit of creditors, has a receiver appointed as to its assets or generally becomes insolvent. Upon termination of this MOU for DPFC's breach hereof, or DPFC's violation of item (vii) above, DPFC shall reimburse NRP for all of its bonafide reasonable out of pocket pre development costs associated with development of the Project, with interest as indicated above. Upon termination of this MOU for any other reason, neither party shall have any ongoing obligation to the other with respect to this MOU and the Project. 10 011838.000003\4834-1344-9000.v7 13. In addition, the provisions of this MOU with respect to the Project, other than those provisions which expressly survive the termination hereof, will be terminated and suspended when the General Partner is admitted to the Partnership Agreement and DPFC and NRP and their affiliates, as applicable, enter into definitive agreements with respect to the governance of the Partnership and the development, construction, financing, and operation of the Project as contemplated herein. If this MOU is terminated for any reason and neither DPFC nor any of its affiliates (i) acts as General Partner in regard to the Project or (ii) acquires any ownership interest in the Project, NRP shall retain all rights to control the Project, including the right to identify any alternate general partners, guarantors, and developers and to re -apply for an allocation of tax credits for the Project. DPFC agrees, upon termination of this MOU, to execute any document reasonably requested by NRP to give effect to the provisions of this paragraph. The provisions of this paragraph shall survive termination of this MOU. 14. The parties acknowledge that, the General Partner, DPFC and its affiliates will be represented in this transaction by Coats Rose Yale Ryman & Lee, PC ("General Partner Counsel"). All costs of General Partner Counsel and Consultant will be considered Costs hereunder and paid as provided herein. The Partnership, Developer, the Special LP, and their affiliates will be represented by separate counsel whose fees will also be an expense of the Partnership reflected in the Proforma Development Budget and will not be entitled to rely on General Partner Counsel for representation in this matter, [REMAINDER OF PAGE INTENTIONALLY BLANK] 011838.00000314834-1344-9000.0 RIMMM, M, DENTON PU�BLIC F ICfLITY CORPOR TO, Name: Title: NRP HOLI)INQ` By: ame: Dardel B. Markson Title:Auftlorizecl Revresontative 011838.000003\4834-1344-9000,v7 EXHIBIT "A" FORM OF MANAGEMENT AGREEMENT (TO BE ATTACHED) !3 011838.000003W834 -1344.9000.v7 EXHIBIT "B" PROFORMA DEVELOPMENT BUDGET (TO BE ATTACHED) 14 011838,000003\4834-1344-9000.v 7 EXHIBIT "C" FORM OF MASTER AGREEMENT (TO BE ATTACHED) 011838.00000314834-1344.9000.x7 EXHIBIT "D" PARTNERSHIP STANDARD AIA FORM STIPULATED SUBCONTRACT AND MASTER SUBCONTRACT (TO BE ATTACHED) 16 011838.00000314834-1344.9000,v7 EXHIBIT 3 Zi N D a) U 0 O W O@ W h W W z} ®s®® NNNN o M � r 0 I, O M h r Lo O O W O 0 CO) 0 0 0 0 0 N O W O V O 0 0 0 an O N O N O 0) O O O O0)an000O�fDO W O �°M S) d' 00 O N 0 aO 0 h e0 lb 7 00 M Lo O M O O W 00 U) v C' r M h Co h 0) O M Ui ad) N h M Lo N r N 00 LC) M P- h CO V N N r r adz ad! r� N (D N PD 69 U93 O 00 O O O O O O O O O M (o O CO 00 O 0000U) 0 (o 00N Lo 00) L q Lq 0000 an W O OH 7 O M a s M Or N to 2 to h N O M C O OW Lo O 00 00 )fl V M O 0) U7 co ad) 0) O adz N h Cl) )O N tl' M 0) O M f' M N co r r- L6 (o N Ef) Ef! 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Exp. And Debt Srvc. Denton Apartments 4%.Current 6 4/18/2016 1:50 PM Annual % Per Unit M $ 3,342,348 100.0% $ 10,380 (253,574) -7.6% (787) - 0.0% - 3,088,774 92.4% 9,592 38,640 1.2% 120 3,127,414 93.6% 9,712 148,552 4.75% $ 461 402,500 12.9% 1,250 128,800 4.1% 400 32,200 1.0% 100 16,100 0.5% 50 136,850 4.4% 425 48,300 1.5% 150 193,200 6.2% 600 32,200 1.0% 100 17,380 0.6% 54 88,550 2.8% 275 17,983 0.6% 56 1,262,615 40.4% 3,921 80,500 2.6% 250 1,343,115 42.9% 4,171 42.9% 1,784,299 57.1% 5,541 1,493,469 47.8% 4,638 $ 290,830 9.3% $ 903 9.3"/ 1.195 $ 945,528 G s [. N e D R 1 na n. m oN n 1Sg 4= ui. ss� rn� w+ um lollNll � � •@ sR..� a� �o Z10 u wh _ ur W yam¢ �u`I n N 4 ,�'m¢ 7u1` ym4 7w Nm¢ 7u5 „md mow` 5m�'� sur t+ a� e P l w 1 l 4 � f V! pr en h rix r V11<;9 P y Moom rq. e5 $� N E , 1 C W W o Wb wr W:. u, w, �� � 8 & rra � :•r � §u, r MN 210� s b� WINn, m� W N_ M Rim! ottd r tN cl . E M uWi. iJ Gy-, C N Nm W wr w ..Ws i n i '� h W � � Wr W6 w W. ur •v V N N a .� �. 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Y! a r a a..''...,0) .7 ` N M N r- LO M r (A r• O r O \° r Imo- M O r r r r r r cq Z LO r C d...(`7 O d, O (D r` M r- N m O b O M M M(D(D M M sea O r ct M eJ' LO M r` P` O M L8) r (D O b (C3 w L a Nr•rrrr(V MLn MMMN(DO tCO N It 0 r' M br NNMM N M L(7 O N d- r- (D N M ItM M N ® N M r r N N N N N N N N N N N N N'•L- F'- r yM M - LD r (D ( to (D ((] MMMN(0 O';e`.r` w ® r - Or NNMMC4 V' r N M .4 L(7 (D i-- ' :t N N N N N N N P w y y W ® V =L Lq N r- r r N M M a a Y Y a Y ! r a r- O N (T d' O d' O 4 _ iv. e-: N M M W r 04 'IT M r- N O 4'y N M r N N N N N N CL r Cl) m s O� ! a Y a! Y Y!! M M O M M O O N M w ° M I`- r- CD ui Cl! O M S d' r N M LO (D 0 M () N co O N 143, M M M m Q N i M ® d LL y V a a,. Gl a ! a m ad- It 0 M w r� h ! Y t a t r LO y��L MONmr-mNA (0D ro 04: NMMMMMC'N r- ci Q t O M (D N r• 0 r- r- LO O O co et N I- M N O ® �L y !n rM0 CA Nu7r 03Nd N t y M NMMMMM "tM N V ,4 N Ld') CL a O LO (D P� M �OrrdLO(Dr- rr r r r r ® U C O LJ Depreciation Analysis Denton Apartments, Denton, TX DEPRECIATION SCHEDULE (With 50% Bonus Depreciation if applicable) Total Construction Costs 28,181,918 Total Depreciable Basis 40,128,276 Ratio Asset/ Depr Basis Allocated Personal Property - 5 year 7.9200% 3,178,148 Site Work - 15 year 15.8995% 6,380,209 Total 9,558,357 With Soft Cost Allocation 4/18/2016 1:50 PM 3,178,148 6,380,209 9,558,357 Denton Apartments 4%.Current 12 Allocated Allocated Total Personal Property Site Work Per Allocated 1st Year Depreciation 635,630 319,010 954,640 2nd Year 1,017,007 606,120 1,623,127 3rd Year 610,204 545,508 1,155,712 4th Year 366,123 491,276 857,399 5th Year 366,123 442,148 808,271 6th Year 183,061 397,487 580,548 7th Year 376,432 376,432 8th Year 376,432 376,432 9th Year 377,070 377,070 10th Year 376,432 376,432 11th Year 377,070 377,070 12th Year 376,432 376,432 13th Year 377,070 377,070 14th Year 376,432 376,432 15th Year 376,432 376,432 16th Year 188,858 188,858 3,178,148 6,380,209 9,558,357 Denton Apartments 4%.Current 12 7 W ►i El M 0 0 W N (O O WI- d 0 0 O P` W ma 0 W W r (O LO N O W V' 't W,-* P- Ln ti V' W r O ` (O d 0 0 W N W d PN O (6 C P•- M L6(O W (O P` Ln W d h•- (O W M M W () O N O d r r.. 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N M LO 0 1` W d O r N M r c `J C W o f° 0 aQ ® 0 O ro U W C c r N M Ln (O P` W d O r N MLO (O P` F O y 1� P�- d ti P` P�- .D O r- d O (4 (;} co M r O N t - r r W N 1- W co r LO M W co (O r (!} r O W r- 9 9 c ar U c m E cu CL Q C c CD EXHIBIT 4 7Fiscal Year 2016-1 Budget 10 [ a TA !■ Veranda Bond Issuance 162,00 Veranda Ann & Income 27,000 Developer Fee (O 4 &) 566000 Bond Issuance Oja 2 464,00 Annual Income :#&5 *2000 Section ! Admin Fees 1,175,891 Tenant RentaIncome 920,460 Other Re ®°° 281,809 Total Operating Income 3,643,160 � Administration 2o211,634 Tenant Services 7,200 Utilities 7,500 Maintenance 260,300 Other General Expenses 154,314 Non -Routine Expense f»### Total Operating Expense 2,771,949 CAPITAL EXPENSES epai« and Replacement 201,000 Tota ?_/:« <».f<<± 211I0+ Net Operating Income 670,211 MMIM I j=rL1.717 a • Fiscal Year 2016-17 ..M -. 14XMMMT7. =- 1 - . - 11EVELOPER FEES Veranda Bond Issuance 162,000 IncomeVeranda Annual 1 l 1' Fee (Ojala) 566,000 Bond Issuance (0jala) 464,000 IncomeDeveloper Annual •0 46,000 TotalDeveloper 111 COMMUNITY CONTRIBUTIONS PilotUnited Way Partnership (5%) Assistance Program . ! -•v Reserve for Purchase of I M EXHIBIT 5 "I IFMIMMI"11MUM Denton Housing Authority 1225 Wilson Steet Denton, TX 76205 m p - 9 U -b Ln 0 0 C�, (0 %0 Ln In Ou 88888888888 8 8$88888 8 8 9 C) cs tN 4A. 0 L Ln 0 0 C�, (0 %0 Ln In Ou r%j tA 40- LA co 4A. 4ft 0 E d 16 C; C; pl: MY fl-� ti rj M ui ri 'D cp 0 0 c) a) r -z pz Ln W 20 w O c r CL FL L Ln 0 0 C�, 40- LA co E d 16 C; C; pl: MY fl-� ti rj M ui ri 'D cp 0 0 c) a) r -z pz Ln W 20 w O c r CL FL LA co MEMENIRRAF9 P m- C; O 6 cs LM Li CN AA - fa IR en g 4p, cS 6 .4 CQ ILn t lr, i LD' ti r4 Cti N 4A - C:) 0 ri 40D - LAX Q Qe 6 6 W 40t. 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Lq rm M CD Vc; LA rn M rm g �g 6 m Ln %D N Ci 4A, r sm o 9 ro CLU: w a cFn C r_ m 2 U3 M- k17 COD I �11 9 - M G� 00 C, 888 8 9 � Ln Fi pg 0, 8 m ai K c0 Zn A oco 0 qr Go v- cl (q ul Ln N co Ln in 0 m 'r N 88888 88 888 gas 8 8 888 Ch S A n p n Ln Ln Ln 888 888 cy! 888 r4 Cd uln rz ka en 9 9 CS 6 6 6 C; 6 V: co lw co m M m ww Ir r; 14 0% in� 'I U, Ifrya, v�i � V.- rl g I, " C, 8 8 q en m Ir � :� E� 0, 8 m ai K c0 �n Ln A oco 0 qr Ln v- cl (q ul Ln N co rV, , cn r� in 0 m 'r N LA Ln Ch cy; 'I U, Ifrya, v�i � V.- rq 88 9 $ co N Ln 4 .ti I�n M R1 KI c0 w oco 0 0 14 v- cl (q ul Ch k�ll EXHIBIT 6 ■NUN I kirtwil" m: . a FINANCIAL STATEMENTS FOR THE YEARS ENDED SEPTEMBER 30, 2015 AND 2014 TABLE OF CONTENTS FINANCIAL SECTION Page Independent Auditors' Report ...................... .......- .,..,- ......... ..,,.,...,...,.. 1 Management's Discussion and Analysis,,,,.,-- ............. ...... 3 Statements of Net Position ........................ ......... --.... 8 Statements of Revenues, Expenses and Changes in Net Position ............................... 9 Statements of Cash Flows ., ..,.,......- ...... ........ —. ,,,.,,... .,,,,..,, ...,.,,,.,,..,... 10 Notes to the Financial Statements .,, ....—.. ......... ......... ........ 12 FEDERAL AWARDS SECTION Independent Auditors' Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards ................................................... 19 Independent Auditors' Report on Compliance with Requirements That Could Have A Direct and Material Effect on Each Major Program and on Internal Control Over Compliance in Accordance with OMB Circular A-133 .............................................. 21 Schedule of Findings and Questioned Costs ,,,,.,.,, .................... ................. 23 Corrective Action Plan ...................... ........ , ........ ,..,.., .,...,.,., ..,.,.... 24 Schedule of Status of Prior Findings-- ................... ......... ......... ......... ................. 25 Schedule of Expenditures of Federal Awards................................................................ 26 Notes to Schedule of Expenditures of Federal Awards .................................................. 27 HUD Financial Data Schedule ............................................. ,,.,, ....,.,,,......., 28 AMERICAN INSTITUTE OF HANKINS, EASTUP, DEATON, CERTIFIED PUBLIC TEXAS SOCIETY PUBLIC ACCOUNTANTSCERTIFIED PUBLIC INDEPENDENT AUDITORS' REPORT Board of Commissioners Housing Authority of the City of Denton, Texas Denton, Texas Report of the Financial Statements 902 NORTH LOCUST P,O. BOX 977 DENTON, TX 76202-0977 TEL (940) 387-8563 FAX (90) 383=4746 We have audited the accompanying financial statements of the Housing Authority of the City of Denton, Texas ("the Authority"), which comprise the statements of net position as of September 30, 2015 and 2014, and the related statements of revenues, expenses and changes in net position, and cash flows for the years then ended, and the related notes to the financial statements. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America. This includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinions In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Housing Authority of the City of Denton, Texas as of September 30, 2015 and 2014, and the changes in its net position and its cash flows for the years ended in accordance with accounting principles generally accepted in the United States of America. Other Matters Required Supplementary Information Accounting principles generally accepted in the United States of America require that the management's discussion and analysis on pages 3 through 7 be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Other Information Our audit was conducted for the purpose of forming an opinion on the financial statements that collectively comprise Housing Authority of the City of Denton, Texas' basic financial statements. The HUD Financial Data Schedule is presented for purposes of additional analysis and is not a required part of the basic financial statements. The schedule of expenditures of federal awards is presented for purposes of additional analysis as required by the U.S. Office of Management and Budget Circular A-133, Audits of States, Local Governments, and Non -Profit Organizations, and is also not a required part of the basic financial statements. The HUD Financial Data Schedule and the schedule of expenditures of federal awards are the responsibility of management and were derived from and relate directly to the underlying accounting and other records used to prepare the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the HUD Financial Data Schedule and the schedule of expenditures of federal awards are fairly stated in all material respects in relation to the basic financial statements as a whole. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated June 24, 2016 on our consideration of Housing Authority of the City of Denton, Texas' internal control over financial reporting and on our test of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Govemment Auditing Standards in considering Housing Authority of the City of Denton, Texas' internal control over financial reporting and compliance. f I �4m, Ccw�,J, Hankins, Eastup, Deaton, Tonn & Seay, PC Denton, Texas June 24, 2016 HOUSING AUTHORITY OF THE CITY OF DENTON, TEXAS MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2015 The following is an analysis of the financial performance of the Housing Authority of the City of Denton, Texas (the "Authority"). It is intended to provide the reader with an overview of the Authority's financial activities for the fiscal year ended September 30, 2015. The information contained in this MD&A should be considered in conjunction with the Authority's basic financial statements. Financial Highlights The Authority's total assets decreased from $6,989,951 to $6,259,781, a decrease of $730,170 or 10.4%. The unrestricted net position balance is $2,012,275 at September 30, 2015. This represents a decrease of $229,259, or 10.2% from the previous year. Unrestricted net position represents the amount of available funds for future appropriations. Operating revenues decreased from $12,762,871 to $10,973,856, a decrease of $1,789,015 or 14.0% primarily due to the decrease in the Section 8 Voucher funding. Operating expenses increased by $33,585 to $11,840,527 for the current year. The increase was primarily due to increased maintenance costs. Using this Annual Report This annual report consists of basic financial statements and notes to the financial statements. Management's Discussion and Analysis provides a narrative of the Authority's financial performance and activities for the year ended September 30, 2015. The basic statements provide readers with a broad overview of the Authority's finances. The notes provide additional information that is essential to a full understanding of the data provided in the basic financial statements. 3 The basic financial statements consist of three statements. The Statement of Net Position provides information on all the Authority's assets and liabilities, with the difference between the two reported as net position. Over time, increases or decreases in net position may serve as a useful indicator of whether the financial situation of the Authority is improving. 2. The Statement of Revenues, Expenses and Changes in Net Position presents information showing how the Authority's net position changed during the most recent fiscal year. All changes in net position are reported as soon as the underlying event giving rise to the change occurs, regardless of the timing of related cash flows. Certain revenues and expenses are reported in this statement that will result in cash flows in future periods. 3. The Statement of Cash Flows presents information showing how the Authority's cash changed during the most recent fiscal year. It shows the sources and uses of cash. The Authority's housing programs include the Housing Choice Voucher Program, Management Program, and DHAP. The Housing Choice Voucher Program provides rental assistance to aid low income families to afford decent, safe and sanitary rental housing. The Authority provides rental assistance in the form of a Housing Assistance Payment to a landlord on behalf of the tenant. The DHAP program ended, however, the Authority still holds funds totaling $81,827 related to that program that are currently restricted. The Authority currently has 1,526 baseline units available. Funds are provided by HUD to provide rental assistance payments. The Authority is provided an administrative fee for the purpose of covering the administrative costs of the program. The fee is preset by HUD on an annual basis. The Authority administers a management fund designed to perform asset management responsibilities for additional properties. Payment for the Authority's administrative office and other rental properties support the Management Program. The Authority organized the Denton Public Facility Corporation (DPFC) in December 2012 to receive and operate a twenty-four unit low-income housing facility. The Authority owned a portion of the general partner of Denton Senior Housing Development, L.P. which held the facility. After the fifteen -year compliance period related to tax credits expired, the limited partner transferred the entire interest in the facility to DPFC. The Authority must operate the facility under the supervision of the Texas Department of Housing and Community Affairs for an additional fifteen years. Renaissance Courts is a multi -family project that received a tax' credits award from Texas Department of Housing and Community Affairs for the development of a 150 unit town -home style, affordable housing project. The development provides for mixed income and market rate rents. The Authority formed Renaissance Courts Public Facility Corporation to serve as the general partner of Renaissance Courts, L.P. a limited partnership to fund and operate the project. Funding comes from the limited partners purchasing the tax credits and a HUD insured 221 (d)4 mortgage. Operation of Renaissance Courts is managed by an outside management group and funded from rental revenues. The Authority received a developer fee this fiscal year and is still to receive additional deferred developer fees in the future, based on the project's cash flow. 4 Authority Activities & Highlights The Authority's overall financial position and operations for the past two years are summarized below based on the information in the current and prior financial statements. The table below lists the asset and liability comparisons for the years ended September 30, 2015 and September 30, 2014. Statement of Net Position Assets The decrease in current assets -unrestricted was due to a decrease in cash as a result of lower administrative fee income. The decrease in current assets -restricted, is due the Authority receiving less funds from HUD than it expended for tenant rents. The increase in capital assets was due to technology purchases and major renovations at Heritage Oaks Apartments. Other non-current assets is a receivable from a related housing development. The Authority advanced funds to refinance existing debt on the development. Liabilities Current liabilities increased primarily due to an increase in accounts payable and accrued compensated absences. Net Position The Authority's unrestricted net position decreased slightly as the Authority spent unrestricted cash on fixed assets. The net investment in capital assets increased due to major renovations at Heritage Oaks. Restricted net position decreased due to a decrease in housing assistance funding from HUD. 5 Chanae % _ Cateaory FYE 2015 FYE 2014 _ Current Assets — Unrestricted $ 1.937.382 $ 2,150,768 9.9% Current Assets - Restricted 257.421 1.035,522 -75.1 %'' Caoital Assets (Net of Deoreciation� 3,851.376 3,590,058 7.3%. Other Non -Current Assets 213,603 213,603 0.0% Total Assets 6,259,782 6,989,951 -10.4% Current Liabilities 109,355 99,895 9.5% Non -Current Liabilities 29,356 22,942 28.0% Total Liabilities 138;711122.837 12.9% Unrestricted 2.012,275 2,241,534 -10.2°!° Net Investment in Caoital Assets 3,851,375 3,590,058 7.3% Restricted 257,421 1035,522 -75.1% Total Net Position $ 6,121,071 Ts 6,867,114 Assets The decrease in current assets -unrestricted was due to a decrease in cash as a result of lower administrative fee income. The decrease in current assets -restricted, is due the Authority receiving less funds from HUD than it expended for tenant rents. The increase in capital assets was due to technology purchases and major renovations at Heritage Oaks Apartments. Other non-current assets is a receivable from a related housing development. The Authority advanced funds to refinance existing debt on the development. Liabilities Current liabilities increased primarily due to an increase in accounts payable and accrued compensated absences. Net Position The Authority's unrestricted net position decreased slightly as the Authority spent unrestricted cash on fixed assets. The net investment in capital assets increased due to major renovations at Heritage Oaks. Restricted net position decreased due to a decrease in housing assistance funding from HUD. 5 Statement of Revenues & Expenses Total Expenses 0 11,840,527 P 11,808,971 < 0.3% Results of Operations Revenues Operating revenues of the Authority are generated principally from dwelling rents, Section 8 Administrative fees, HUD grants, and rental assistance payments. The Authority's revenues decreased by $1,670,650. The primary reason for the decrease in revenue was a decrease in Section 8 voucher funding, decreased payments from other housing authorities and less insurance proceeds from storm damages, partially offset by an increase in tenant revenue. Tenant revenue increased due to an improved lease out percentage at Heritage Oaks. Interest income decreased due to decreasing interest rates paid by banks. The decrease in other revenue is due to decreased payments received from other housing authorities with clients living in the Authority's boundaries and a decrease in insurance payments due to prior year storms, E=xpenses Total expenses increased by $31,556 over the prior year. Administrative expenses decreased due to broad cost cutting across several areas including salaries, legal, postage and others. Utilities increased as North Texas had a warmer summer than the previous year. Ordinary maintenance increased due to additional maintenance issues with Heritage Oaks. The decrease in general expense was due to a decrease in bad debt. The increase in depreciation expense was due to technology purchases and renovations at Heritage Oaks. Housing assistance payments barely changed as the Authority continued working on keeping their vouchers utilized. C. Change Ufa Cateaory FYE 2015 FYE 2014 HUD ODeratina Grants $ 9.931,026 $ 11,082,544 -10.4°/x' Tenant Revenue 770.371 687,096 12.1% Interest Income 1,703 2,263 -24.7°/x' Other Revenue 391,384 993,231 -60.6%' Total Revenue 11,094,484 12.765;134_ -13.1% Administration 1,118,295 1.181.798 -5.4% Tenant Services 5,144 5.661 -9.1% Utilities 107,162 100,673 6.4% rdinary Maintenance 467,062 372;318 25.4% General Expense 26.181 57,942 u.... -54.8% Depreciation 239.676 221.126 8.4% Housinq Assistance Payments 9.877.007 9,867.424 0.1% Loss on disoosition of asset - 2.029 -1 D0.0°/a Total Expenses 0 11,840,527 P 11,808,971 < 0.3% Results of Operations Revenues Operating revenues of the Authority are generated principally from dwelling rents, Section 8 Administrative fees, HUD grants, and rental assistance payments. The Authority's revenues decreased by $1,670,650. The primary reason for the decrease in revenue was a decrease in Section 8 voucher funding, decreased payments from other housing authorities and less insurance proceeds from storm damages, partially offset by an increase in tenant revenue. Tenant revenue increased due to an improved lease out percentage at Heritage Oaks. Interest income decreased due to decreasing interest rates paid by banks. The decrease in other revenue is due to decreased payments received from other housing authorities with clients living in the Authority's boundaries and a decrease in insurance payments due to prior year storms, E=xpenses Total expenses increased by $31,556 over the prior year. Administrative expenses decreased due to broad cost cutting across several areas including salaries, legal, postage and others. Utilities increased as North Texas had a warmer summer than the previous year. Ordinary maintenance increased due to additional maintenance issues with Heritage Oaks. The decrease in general expense was due to a decrease in bad debt. The increase in depreciation expense was due to technology purchases and renovations at Heritage Oaks. Housing assistance payments barely changed as the Authority continued working on keeping their vouchers utilized. C. Capital Assets As of September 30, 2015, the Authority's investment in capital assets was $ 3,851,375. This investment includes land, building, building improvements, office equipment, and maintenance equipment. The increase in capital assets is the result of technology purchases and renovations at Heritage Oaks. Future Economic Factors The Authority will continue to use excess HAP funds and HUD held reserves to cover funding shortfalls from HUD. The Authority will continue to receive developer fee revenues from Renaissance Courts and income from commercial buildings. The Authority has formed Denton Public Facility Corporation to develop 322 multi -family units of affordable housing using tax credits and tax-exempt bonds. The Authority expects to earn developer and management fees and bond issuance fees from this development. The Authority will work with developers to construct more affordable housing to earn additional developer fee revenues. The Authority also plans to sell vacant land that cannot be used for affordable housing development and use those funds for operational and development purposes. Request for Information This financial report is designed to provide a general overview of the Authority's accountability for all those interested. If you should have additional questions regarding the financial information, contact the Executive Director at Denton Housing Authority, 1225 Wilson Street, Denton, TX 76205. STATEMENTS OF NET POSITION - PROPRIETARY FUND TYPE SEPTEMBER 30, 2015 AND 2014 ASSETS Current Assets: Cash and cash equivalents Cash and cash equivalents - restricted Accounts receivable - net Accounts receivable - HUD Investments Prepaid expenses Total Current Assets Non -Current Assets: Due from related party - net Capital assets Land Building and improvements Furniture and equipment Construction in progress Accumulated depreciation Total Capital assets Total Non -Current Assets Total Assets LIABILITIES Current Liabilities: Accounts payable Accrued salaries payable Security deposits payable Total Current Liabilities Long -Term Liabilities: Accrued compensated absences - non-current NET POSITION Net investment in capital assets Restricted Unrestricted Total Net Position 2015 $ 1,465,866 257,421 5,809 66,270 380,234 19,203 2,194, 803 213,603 1,203,916 8,167,700 348,378 9,116 (5,877,734) 3,851,376 4,064,979 6,259,782 33,478 50,377 25,500 109,355 29,356 3,851,376 257,421 2,012,274 $ 6,121,071 The accompanying notes are an integral part of this statement L 2014 $ 1,720,687 1,035,522 6,133 24,007 379,450 20,491 3,186,290 213,603 1,203,916 7,694,337 329,863 (5,638,058) 3,590,058 3,803,661 6,989,951 27,763 50,082 22;050 99,895 22,942 3,590,058 1,035,522 2,241,534 $ 6,867,114 STATEMENTS OF REVENUES, EXPENSES AND CHANGES IN NET POSITION - PROPRIETARY FUND TYPE FOR THE YEARS ENDED SEPTEMBER 30, 2015 AND 2014 Operating Revenue: Tenant revenue Federal housing grants Management income and other operating revenue Total Operating Revenues Operating Expenses: Administration Housing assistance payments Tenant services Utilities Maintenance Insurance Bad debt expense Depreciation Total Operating Expenses Operating Income (Loss) Non -Operating Revenues (Expenses) Interest income Insurance proceeds Gain/(loss) on disposition of asset Total Non -Operating Revenues (Expenses) Change in net position Net Position, Beginning of Year Net Position, End of Year 2015 $ 770,371 9,931,026 272,459 10,973,856 1,118,295 9,877,007 5,144 107,162 467,062 26,066 115 239,676 11, 840, 527 (866,671) 1,703 118,925 120,628 (746,043) 6, 867,114 2014 $ 687,096 11,082,544 993,231 12,762,871 1,181,798 9,867,424 5,661 100,673 372,318 26,346 31,596 221,126 11,806,942 955,929 2,263 (2,029) 234 956,163 5,910,951 $ 6,121,071 $ 6,867,114 The accompanying notes are an integral part of this statement (r] STATEMENTS OF CASH FLOWS - PROPRIETARY FUND TYPE FOR THE YEARS ENDED SEPTEMBER 30, 2015 AND 2014 Cash Flows From Operating Activities Cash received from HUD Cash received from tenants and other housing authorities Cash received from other sources Cash payments for rent and utility assistance Cash payments for administrative and operating expenses Net cash provided (used) by operating activities Cash Flows From Investing Activities Interest on investments Cash from special item Acquisition of capital assets Sale (Purchase) of investments Net cash provided (used) by investing activities Cash Flows From Capital and Related Financing Activities Cash advanced to related party Net cash provided (used) by capital and related financing activities Net Increase (Decrease) in Cash and Cash Equivalents Cash and Cash Equivalents, Beginning of Year Cash and Cash Equivalents, End of Year (includes restricted cash of $257,421 and $1,035,522 at September 30, 2015 and 2014, respectively) The accompanying notes are an integral part of this statement 10 2015 2014 $ 9,888,763 $ 11,027,103 1,013,328 1,217,797 33,276 435,848 (9,877,048) (9,867,424) (1,710,091) (1,722,630) (651,772) 1,090,694 1,703 2,263 118.925 - (500,994) (207,385) (784) (902) (381,150) (206,024) (213,603) (213,603) (1,032,922) 671,067 2,756,209 2,085,142 $ 1,723,287 $ 2,756,209 STATEMENTS OF CASH FLOWS - PROPRIETARY FUND TYPE (CONTINUED) FOR THE YEARS ENDED SEPTEMBER 30, 2015 AND 2014 2015 2014 Reconciliation of Net Operating Income to Cash Provided by Operating Activities: Net operating income (loss) $ (866,671) $ 955,929 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities Depreciation 239,676 221,126 Decrease (increase) in accounts receivable -net 324 1,465 Decrease (increase) in accounts receivable -HUD (42,263) (24,007) Decrease (increase) in prepaid expenses 1,288 (16,633) Increase (decrease) in accounts payable 5,715 (20,992) Increase (decrease) in accounts payable - HUD - (31,434) Increase (decrease) in accrued salaries payable 6,709 1,790 Increase (decrease) in security deposits payable 3,450 3,450 Net Cash Provided by Operating Activities $ (651,772) $ _ 1,090,694 The accompanying notes are an integral part of this statement 11 HQ,V.St 1. .A9i.TH RITY OF H t .E-. T A NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED SEPTEMBER 30, 2015 AND 2014 NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Reoortino Entitv The Housing Authority of the City of Denton, Texas (the "Authority") is a governmental entity with the purpose of providing low income families with reasonable assistance for housing, giving consideration and care for their well-being, and promoting family self- sufficiency to all families without discrimination. The Authority primarily serves the residents of Denton County, Texas. The Authority's primary funding source is the U.S. Department of Housing and Urban Development under the Section 8 Rental Voucher Program. Basis of Presentation The activities of the Authority are similar to those of proprietary funds of local cities and therefore are reported as an enterprise fund in accordance with governmental accounting and financial reporting principles issued by the Governmental Accounting Standards Board (GASB). Accordingly, transactions are accounted for using the accrual basis of accounting. Under Alternative 1 of GASB Statement No. 20, Accounting and Financial Reporting for Proprietary Funds and Other Governmental Entities That Use Proprietary Fund Accounting, the Authority has elected to apply all standards issued on or before November 30, 1989, by the Financial Accounting Standards Board (FASB), in addition to all GASB standards. The Authority records capital assets at cost and provides for depreciation using the straight-line method over the respective estimated useful lives. Furniture and equipment are depreciated over five years. Buildings and improvements are depreciated over thirty to forty years. The cost of normal maintenance and repairs is charged to operating expenses as incurred. Income Taxes The Authority is not subject to income taxes. Cash and Cash Equivalent Cash equivalents consist of highly liquid investments with an initial maturity of three months or less. Cash and cash equivalents — restricted represents excess HAP and DHAP funds. See Restricted Net Position. 12 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED SEPTEMBER 30, 2015 AND 2014 NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Restricted Net Position The Authority receives payments from the U.S. Department of Housing and Urban Development ("HUD") in monthly installments as determined at the beginning of the year based on anticipated needs. At the end of the year, HUD determines how much of the advanced funds were earned by the Authority. Differences in the amounts advanced and the amount earned create excess HAP funds. The Authority must calculate the excess HAP funds, but keeps the excess funds to use towards any funding shortages in future periods. The funds may only be used in connection with the rental voucher program. The Authority calculated the excess funding of $257,421 and $1,035,522 as of September 30, 2015 and 2014, respectively, which it shows as restricted net position in the statement of net position and as cash and cash equivalents — restricted. The balances of the restricted net position accounts for voucher programs are as follows: Excess HAP — Section 8 Voucher Excess HAP — DHAP Total restricted assets — voucher programs See also Note 3. Compensated Absences 2015 2014 $ 175,594 $ 953,695 81,.827 81,827 $ 257,421 $ 1,035,522 Regular, full-time employees receive compensation for vacations, holidays, illness, and certain other qualifying absences. Compensated absences, which have been earned but not paid, have been accrued in the accompanying basic financial statements. For all compensated absences, the liability is valued using pay rates in effect at the end of the Authority's fiscal year. Payments made to vendors for services that will benefit future fiscal periods are recorded as prepaid expenses. 13 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED SEPTEMBER 30, 2015 AND 2014 NOTE 1 = SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates, judgments and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Fair Value of Financial Instruments The Authority values cash, cash equivalents, investments, receivables and current liabilities at their carrying amounts reported in the financial statements due to the short maturities of those instruments. Management has evaluated subsequent events through June 24, 2016, the date on which the financial statements were available to be issued. NOTE 2 — REPORTING ENTITY The Authority, for financial purposes, includes all of the accounts relevant to the operations of the Authority. The financial statements presented herein do not include agencies which have been formed under applicable state laws or separate and distinct units of government apart from the Authority. The Authority is governed by a five member Board of Commissioners, who are appointed by the City of Denton, Texas City Council. NOTE 3 — DEPOSITS AND INVESTMENTS Deposits, including those in restricted assets, are defined as cash or cash equivalents on deposit with financial institutions. At September 30, 2015, the carrying amount of the Authority's deposits was $1,723,287 and the bank balance was $1,743,348. The bank deposits were held with financial institutions and are required to be insured or collateralized with securities held by banks in their trust departments, not in the Authority's name. At September 30, 2015, all of the Authority's deposits were covered by FDIC insurance or pledged securities. At September 30, 2014, the carrying amount of the Authority's deposits was $2,756,209 and the bank balance was $2,765,115. The bank deposits were held with financial institutions and are required to be insured or collateralized with securities held by banks in their trust departments, not in the Authority's name. At September 30, 2014, all of the Authority's deposits were covered by FDIC insurance or pledged securities. 14 flQU5J-N�Q,AU..jjj LL.Y OF DENTON NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED SEPTEMBER 30, 2015 AND 2014 NOTE 3 — DEPOSITS AND INVESTMENTS (CONTINUED) Cash and cash equivalents consist of the following at September 30: 2015 14 Cash and cash equivalents — unrestricted $ 1,465,866 $ 1,720,687 Cash and cash equivalents - restricted 257.421 1,035,522 Total cash and cash equivalents $ 1,723,287 $ 2,756 209 Investments The Authority's investments consist of bank certificates of deposit. The certificates of deposit total $380,234 and $379,450 at September 30, 2015 and 2014, respectively. The certificates of deposit are insured up to $250,000 per financial institution. Custodial Credit Risk Custodial credit risk, for deposits and investments that are certificates of deposits, is the risk that, in the event of a bank failure, the Authority's deposits may not be returned. As of September 30, 2015 and 2014, the Authority's deposits were either collateralized or covered by FDIC insurance. For sixteen days during the fiscal year ended September 30, 2015 deposits exceeded FDIC insurance and pledged collateral. The largest amount exceeding FDIC insurance and pledged collateral was $881,868. For sixteen days during the fiscal year ended September 30, 2014 deposits exceeded FDIC insurance and pledged collateral. The largest amount exceeding FDIC insurance and pledged collateral was $799,682. Interest Rate Risk Interest rate risk is the risk that changes in interest rates will adversely affect the fair value of an instrument. The Authority's investments were in certificates of deposits with maturities no longer than two years. Credit Risk Credit risk is the risk that an issuer or other counterparts to an investment in debt securities will not fulfill its obligation. The Authority's deposits and investments exceeded FDIC insurance and pledged securities coverage sixteen days during the years ended September 30, 2015 and 2014, respectively. Concentration of Credit Risk Concentration of credit risk is the risk of loss attributed to the magnitude of the Authority's investment in a single issuer. The Authority's deposits and investments exceeded FDIC insurance and pledged securities coverage sixteen days during the years ended September 30, 2015 and 2014, respectively. 15 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED SEPTEMBER 30, 2015 AND 2014 NOTE 4 — C'apital Asset Activity Capital asset activity for the Authority for the year ended September 30, 2015, was as follows: Balance Retirement/ Balance Oct.1 Additions Adjustment Sept. 30 Capital assets not being depreciated: Land $ 1,203,916 $ - $ $ 1,203,916 Construction in progress 9,116 9116 Total assets not being depreciated 1,203,916 9,116 1,213,032 Capital assets being depreciated: Buildings and improvements 7,694,337 473,363 8,167,700 Furniture and equipment 329,863 18,515 348,378 Total capital assets being depreciated 8,024,200 491,878 - 8,516,078 Less accumulated depreciation for: Buildings and improvements (5,391,063) (203,752) - (5,594,815) Furniture and equipment _ (246,995)(35,924) - (282,919) Total accumulated _ depreciation (5,638,058) (239,676) _ (5,877,734) Total capital assets being depreciated, net 2,386,142 252,202 - 2,638,344 Total capital assets, net $ 3,590,058 $ 261,318 $ - $ 3,851,376 NOTE 5 — RISK MANAGEMENT The Authority is exposed to various risks of loss related to theft of, damage to, and destruction of assets; injuries to employees; and natural disasters. The Authority manages its risk of these types of losses through the purchase of commercial insurance. There were no significant reductions in insurance coverage from the previous year, nor have there been settlements in excess of insurance coverage for any of the past three fiscal years. 16 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED SEPTEMBER 30, 2015 AND 2014 NOTE 6 — EMPLOYEE RETIREMENT PLAN The Authority maintains an employee retirement plan for all full-time employees after 90 days of employment. The plan is a defined contribution plan. The Authority contributes 7% of eligible employees' compensation, and employees may make voluntary contributions of up to 10% of their compensation. For the year ended September 30, 2015 and 2014, the authority recorded $36,513 and $43,670, respectively, as retirement contribution expense. NOTE 7 — RELATED PARTY TRANSACTIONS In October of 2004, the Authority formed Renaissance Courts Public Facility Corporation, a not-for-profit entity, to become a general partner in Renaissance Courts, L.P. The Authority transferred low-income housing credits obtained from the Texas Department of Housing and Community Affairs to Renaissance Courts Public Facility Corporation, who in turn, transferred them to Renaissance Courts, L.P. Renaissance Courts, L.P. is a partnership formed to build and operate a 150 unit housing project in Denton, Texas. An outside management group manages the housing project which opened in the summer of 2006. In the event Renaissance Courts Public Facility Corporation is dissolved, any remaining assets, after all of the obligations of the corporation are paid, will be transferred to the Authority. The Authority's directors are also the directors of the Renaissance Courts Public Facility Corporation. In 2014, the Authority advanced funds to the project to facilitate refinancing debt on the project. The advance totaled 213,603 and is shown as due from related party on the statement of net position. NOTE 8 — ACCOUNTS RECEIVABLE Accounts receivable at September 30, 2015 and 2014 consists of the following: Tenant receivables Receivables due from other Housing Authorities Receivables due from tenants from fraudulent activity Other receivables Less allowance for doubtful accounts Total 17 2015 2014 $ 1,331 $ -- 2 9,043 9,742 16,674 2,946 (24,185) $ 5,809 20,459 (24,070) $ 6,133 iV o 3 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED SEPTEMBER 30, 2015 AND 2014 Note 9 — Inter -program Receivables and Payables Inter -program balances at September 30, 2015 and 2014 consisted of the following individual program receivables and payables: These accounts were eliminated in the preparation of the general-purpose financial statements. Note 10 —Special Item The Authority was a majority owner in Denton Housing Partners, Inc. the general partner to the Denton Senior Housing Development, L.P. which owned and operated a twenty- four (24) unit low income housing facility for tenants meeting certain income qualifications and are at least sixty-three (63) years of age. Effective December 20, 2012, the limited partner transferred and assigned 100% of its limited partner interest in the partnership to Denton Public Facility Corporation (DPFC). DPFC agreed to accept the transfer and assignment and to release the limited partner from certain of its obligations. DPFC is a public facility corporation and instrumentality of the Housing Authority of the City of Denton, Texas. The Authority now accounts for the assets and liabilities in DPFC as its own as a separate program. 18 2015 2014 Program _ bl Receivable Pa able ....._ e _- Receivable Payable Housing Choice Voucher Program: Business Activities $ - $ 6,013 $ - $ 4,630 New Construction Program 3,442 - - 117 Senior Housing Program 504 - _ - Senior Housing Program: Business Activities - 35,698 - 82,764 Housing Choice Voucher Program - 504 - - New Construction Program: Housing Choice Voucher Program - 3,442 117 - Business Activities: Housing Choice Voucher Program 6,013 - 4,630 - Senior Housing Program 35,698 - 82,764 - $ 45,657 $ 45,657 $ 87,511 $ 87,511 These accounts were eliminated in the preparation of the general-purpose financial statements. Note 10 —Special Item The Authority was a majority owner in Denton Housing Partners, Inc. the general partner to the Denton Senior Housing Development, L.P. which owned and operated a twenty- four (24) unit low income housing facility for tenants meeting certain income qualifications and are at least sixty-three (63) years of age. Effective December 20, 2012, the limited partner transferred and assigned 100% of its limited partner interest in the partnership to Denton Public Facility Corporation (DPFC). DPFC agreed to accept the transfer and assignment and to release the limited partner from certain of its obligations. DPFC is a public facility corporation and instrumentality of the Housing Authority of the City of Denton, Texas. The Authority now accounts for the assets and liabilities in DPFC as its own as a separate program. 18 FEDERAL AWARDS SECTION Members: = -- -- 902 NORTH LOCUST AMERICAN INSTITUTE OF S'_ EASTUP, ? P.O. BOX 977 CERTIFIED PUBLIC�T 1 DENTON, TX 76202-0977 ACCOUNTANTS TEXAS SOCIETY OF CERTIFIED A PROFESSIONAL CORPORA'r[ON TEL (940)387-8563 -•• FAX (940) 383.4746 PUBLIC ACCOUNTANTS m— — CERTIFIED PUBLIC ACCOUNTANTS INDEPENDENT AUDITORS' REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS Board of Commissioners Housing Authority of the City of Denton, Texas Denton, Texas We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in the Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of the Housing Authority of the City of Denton, Texas (the "Authority") as of and for the year ended September 30, 2015, and the related notes to the financial statements, which collectively comprise the Authority's basic financial statements and have issued our report thereon dated June 24, 2016. Internal Control Over Financial ReporQn_q In planning and performing our audit of the financial statements, we considered the Authority's internal control over financial reporting (internal control) to determine the audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Authority's internal control. Accordingly, we do not express an opinion on the effectiveness of the Authority's internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies in internal control, such that there is a reasonable possibility that a material misstatement of the Authority's financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or, significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. 19 As part of obtaining reasonable assurance about whether the Authority's financial statements are free of material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Authority's internal control or on compliance. This report is an integral part of the audit performed in accordance with Government Auditing Standards in considering the Authority's internal control and compliance. Accordingly, this communication is not suitable for any other purpose. C00l-��, Oead,,iawK d Se�w� Hankins, Eastup, Deaton, Tonn & Seay, PC Denton, Texas June 24, 2016 20 Members: 902 NORTH LOCUST AMERICAN INSTITUTE OF HANKINS, EASTUP, DEATON, P•0. BOX 977 CERTIFIED PUBLIChr DENTON, TX 76202-0977 ACCOUNTANTS Lr TEXAS SOCIETY OF CERTIFIED A PROFESSIONAL CORPORATION TEL. (940) 367-8563 Pm' FAX (9401 363-4746 USLICACCDUNTANTS CERTIFIED PUBLIC ACCOUNTANTS INDEPENDENT AUDITORS' REPORT ON COMPLIANCE FOR EACH MAJOR PROGRAM AND ON INTERNAL CONTROL OVER COMPLIANCE REQUIRED BY OMB CIRCULAR A-133 Board of Commissioners Housing Authority of the City of Denton, Texas Denton, Texas We have audited Housing Authority of the City of Denton, Texas' compliance with the types of compliance requirements described in the OMB Circular A-133 Compliance Supplement that could have a direct and material effect on each of Housing Authority of the City of Denton, Texas' major federal programs for the year ended September 30, 2015. Housing Authority of the City of Denton, Texas' major federal programs are identified in the summary of auditors' results section of the accompanying schedule of findings and questioned costs. Management's Responsibility Management is responsible for compliance with the requirements of laws, regulations, contracts, and grants applicable to its federal programs. Auditor's Re ponsiblr Our responsibility is to express an opinion on compliance for each of Housing Authority of the City of Denton, Texas' major federal programs based on our audit of the types of compliance requirements referred to above. We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; and OMB Circular A-133, Audits of States, Local Governments, and Non -Profit Organizations. Those standards and OMB Circular A-133 require that we plan and perform the audit to obtain reasonable assurance about whether noncompliance with the types of compliance requirements referred to above that could have a direct and material effect on a major federal program occurred. An audit includes examining, on a test basis, evidence about Housing Authority of the City of Denton, Texas' compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion on compliance for each major federal program. However, our audit does not provide a legal determination of Housing Authority of the City of Denton, Texas' compliance. 21 In our opinion, Housing Authority of the City of Denton, Texas complied, in all material respects, with the types of compliance requirements referred to above that could have a direct and material effect on each of its major federal programs for the year ended September 30, 2015. Report on Internal Control Over Compliance Management of Housing Authority of the City of Denton, Texas is responsible for establishing and maintaining effective internal control over compliance with the types of compliance requirements referred to above. In planning and performing our audit of compliance, we considered Housing Authority of the City of Denton, Texas' internal control over compliance with the types of requirements that could have a direct and material effect on each major federal program to determine the auditing procedures that are appropriate in the circumstances for the purpose of expressing an opinion on compliance for each major federal program and to test and report on internal control over compliance in accordance with OMB Circular A-133, but not for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, we do not express an opinion on the effectiveness of Housing Authority of the City of Denton, Texas' internal control over compliance. A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or combination of deficiencies, in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of a federal program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance. Our consideration of internal control over compliance was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies. We did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of OMB Circular A-133. Accordingly, this report is not suitable for any other purpose. 1c d s� Hankins, Eastup, Deaton, Tonn & Seay, PC Denton, Texas June 24, 2016 22 SCHEDULE OF FINDINGS AND QUESTIONED COSTS FOR THE YEAR ENDED SEPTEMBER 30, 2015 1. Summary of Auditors' Results a. Type of auditors' report issued on the financial statements: Unmodified. b. Financial statements — internal control over financial reporting: Material weakness (es) identified: No Significant deficiencies identified that are not considered to be material weakness: No c. Noncompliance which is material to the financial statements: None d. Federal Awards — internal control over major programs: Material weakness (es) identified: No Significant deficiencies identified that are not considered to be material weakness: No e. Type of auditors' report issued on compliance for major federal award programs: Unmodified. f. Did the audit disclose findings which are required to be reported under Section .510(a)2-7 of OMB Circular A-133: No g. Major programs include: Section 8 — Rental Voucher Program, CFDA number 14.871 h. Dollar threshold used for distinguishing between Type A and Type B programs: $300,000. I. Low risk auditee: Yes 2. Findings Related to the Financials Statements None 3. Other Findings None 23 CORRECTIVE ACTION PLAN FOR THE YEAR ENDED SEPTEMBER 30. 2015 CORRECTIVE ACTION PLAN N/A 24 wG RR SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS FOR THE YEAR ENDED SEPTEMBER 30, 2015 FEDERAL GRANTOR/ Federal PASS-THROUGH GRANTOR/ CFDA Federal PROGRAM OR CLUSTER TITLE Number FYnPnriitllreR U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT Section 8 — Rental Voucher Program Total U.S. Department of Housing and Urban Development 14,871 $ 9,931,026 9,931,026 Total Expenditures of Federal Awards $ 9,931,026 26 i A NOTES TO SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS FOR THE YEAR ENDED SEPTEMBER 30, 2015 NOTE A - BASIS OF PRESENTATION The accompanying schedule of expenditures of federal awards includes the federal grant activity of the Housing Authority of the City of Denton, Texas and is presented on the accrual basis of accounting. 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O V)- O r1 Vi c c 0, �t 0, Kt 0 Ql 0 al O 0 0 ri O O O O f C: i 2 QLn V Ln O Ln O Ln Ln O Ln 00 C � c a W a O LU LU W LL Ln � Ln Lr) Ln Lf) Lf) Ln M CD LP) bD c a W Q LUL LUL J D_ d LL O LL Q L v L v CD Y M y m O O O N LLLn O U ~ Z C-4 M LO N t.0 r -I 00 r -I 'D c I W E m � m co W cB c H � N � acB z O co m O — a cr- > H Z� W 2c L m _0 0 N c � C L O W > LL ci Y � = Y L t Ln N Q> CL ` 2 a_ cr- '.. City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-224, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Community Development CM/ ACM: John Cabrales Date: February 21, 2017 SUBJECT Receive a report, hold a discussion and give staff direction regarding a possible funding allocation for the Employ -2 -Empower Program to assist the homeless in gaining the skills, experience and confidence needed to find living -wage jobs. BACKGROUND Employment empowers people experiencing homelessness. Meaningful and sustainable employment is a key component to creating and maintaining housing stability. However, individuals experiencing homelessness face obstacles to finding and maintaining employment. Connecting them with job training and placement programs is critical to ensure they have the tools needed to exit homelessness for long-term stability. Denton City Council members expressed interest in pursuing a similar program to Albuquerque's program called "There's a Better Way". City staff was asked for ideas regarding how to implement a program that creates employment opportunities for the homeless in Denton. In November, 2016, a planning group of City staff and local nonprofits was assigned the task of drafting a project proposal and identifying the level of interest for implementation from other community partners. The planning group met regularly through February 2017. The group reviewed similar projects offered in Albuquerque, Amarillo, and Denver. As a result, the group has drafted a proposal for a pilot project called Employ -2 -Empower. This program will help the literally homeless gain the skills, experience and confidence needed to find living - wage jobs through assistance such as the following: I. Help people develop a job history. 2. Provide training and experience to develop soft skills. 3. Connect people to long-term employment opportunities. The group is making a recommendation to the City Council to provide $42,000 in funding to be leveraged with cost sharing options provided by multiple community partner agencies through in-kind service delivery. In addition, the project will require City departments to identify work projects that are suitable for workers enrolled in the program. City of Denton Page 1 of 3 Printed on 2/17/2017 povveied by I_egivt9i IN File #: ID 17-224, Version: 1 The project is based on collaboration of many organizations including cost-sharing with local nonprofit agencies with each one bringing an important level of expertise and resource that complements the project. In order to identify the level of interest in support from local agencies, the group distributed a Letter of Intent (LOI) to identify potential partners for the program. The LOI was broadcast to community organizations. As a result of the LOI submissions, there was sufficient support for the project through multiple community partners in the identified areas of expertise and resources available. Please see Exhibit 2 Employ -2 -Empower Project proposal for a description of key elements of the project as well as the projects recommended collaborations. Should Council decide to proceed with this pilot project, staff will begin the request for proposal process in order to determine who would be the lead non-profit to contract with the City. OPTIONS Staff recommends moving forward. RECOMMENDATION Direct staff to go forward with the Employ -2 -Empower pilot project, provide $42,000 in funding and direct City departments to identify and coordinate with the Employ -2 -Empower project manager for work projects. ESTIMATED SCHEDULE OF PROJECT May 1, 2017 to April 30, 2019. PRIOR ACTION/REVIEW (Council, Boards, Commissions) The activities of the planning group are described above. There has been no other actions taken. FISCAL INFORMATION $42,000 in current FY 2016-17 Budget BID INFORMATION N/A STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Safe, Liveable & Family -Friendly Community Related Goal: 4.5 Provide support to citizens in need through social service agencies and programs In the 2016-17 Strategic Plan, this relates to Goal 5 of Strategic Outcome 43- By 2020, reduce Denton's homeless population by 20%. EXHIBITS 1. E2E-Project Presentation City of Denton Page 2 of 3 Printed on 2/17/2017 povveied by I_egist9i I;, File #: ID 17-224, Version: 1 2. 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LL LLJ LLJ CL Lli r.L uj Qdry 6. 0 12; LLJ > LL 0 Lu LLJ uj LD LL Li- z CLr* Lu 0 Ln ui LL CL V) LLJ V) ui LL LL.j Lin CL Exhibit 2 PROJECT NAME — Employ to Empower CASE STATEMENT Employment empowers people experiencing homelessness. Meaningful and sustainable employment is a key component to creating and maintaining housing stability. However, individuals experiencing homelessness face obstacles to finding and maintaining employment. Connecting them with job training and placement programs is critical to ensure they have the tools needed to exit homelessness and for long-term stability. OVERVIEW AND PURPOSE This program will help the literally homeless gain the skills, experience and confidence needed to find living -wage jobs. 1. Help people develop a job history. 2. Provide training and experience to develop soft skills. 3. Connect people to long-term employment opportunities. ADDITIONAL BACKGROUND: 1. Albuquerque and Amarillo have started programs where the City funds jobs for chronically homeless people. These programs have grown dramatically over the last three years. Key elements are: a. Twice a week, a city van rolls through Albuquerque, N.M., stopping at popular panhandling locations. b. Driver asks panhandlers if they want a day job. Work pays $9 an hour, higher than the state's $7.50 minimum wage. Limited to $600 annually to avoid paying withholding. c. City's public works department can employ up to 10 people a day for beautification projects, such as pulling weeds and picking up litter. Program is called "There's a Better Way'. 2. Some Denton City Council leaders have an expressed interest in pursuing a similar program. City staff were asked for ideas how to implement it. 3. Recommendation is to identify cost sharing options through in-kind service delivery. 4. In November, 2016 a planning group of city staff and local nonprofits was assigned the task to draft a project proposal and identify level of interest for implementation from other community partners. 5. If interest warrants further development then the planning group would provide a presentation to Denton City Council to pursue funding. PROPOSAL VERSION DATE: February 14, 2017 EMPLOY TO EMPOWER (E2E) DENTON'S EMPLOYMENT EMPOWERMENT PROGRAM FOR PERSONS EXPERIENCING HOMELESSNESS PROPOSED PROJECT GUIDELINES 1. Program costs will be shared with the city and participating agencies by Cash and In -Kind. Please see page 4, PROJECT AREAS OF EXPERTISE (Project Domains) FOR POTENTIAL PARTNERSHIP Section. 2. Form a multi -agency governance structure. a. Appointed Steering Committee Members: i. Cathy Brown, Monsignor King Outreach Center ii. Betty Kay, Monsignor King Outreach Center iii. Courtney Cross, United Way iv. Brenda Jackson, Our Daily Bread V. Pat Smith, Serve Denton vi. Michael Pirtle, Vision Ministries 3. The Steering Committee will provide governance over the program (tentative). 4. The program will begin with up to ten people who complete a one page application (Attached). People approved will be eligible for work assignments two days a week up to six -months. 5. Initial budget is proposed for $40,000 which support 4,000 man-hours of labor and 10% admin fee for payroll processing. Each worker must be able to work 2 days a week, and will be asked to commit to six months in the program unless they find a job sooner. 6. Workers will earn a paid wage of $9 per hour. 7. At 2 days/week x 26 weeks = 52 days x 8 hours/day x $9/hour = $3,744 per person less withholding. $40,000 would support 10 people. Assumptions: Funding would be transferred to a nonprofit for disbursement. Constraints: Amount of funding available. PROPOSAL VERSION DATE: February 14, 2017 EMPLOY TO EMPOWER (E2E) DENTON'S EMPLOYMENT EMPOWERMENT PROGRAM FOR PERSONS EXPERIENCING HOMELESSNESS PROPOSED PROGRAM GUIDELINES 1. The appointed steering committee will review and approve applicants into the program. 2. Applicants: a. Must be 18 years or older b. Must be currently homeless c. Must be willing to attend and participate in a job skills development course d. Priority will be given to candidates that have state issued ID and Social Security card e. Must agree to initial drug test and if selected for the program, a random drug -test. i. If a drug testis failed, candidate must meet with a counselor, and ii. Candidate must submit a second test will be administered within 30-60 days 3. Applicants will complete an application (ATTACHMENT2) and if accepted into the program will sign a term of employment letter for a term not to exceed six months. 4. City departments will identify work requirements to a Program Manager. 5. One hour a day would be spent participating in paid jobs/life skills training program. Upon completion, participants will receive a certificate they can include on their resume. 6. Proposed Schedule: a. Workers would be picked up at a prearranged location or locations b. Attend 1 hour training class (with a breakfast option) c. Travel to work location d. Bring lunch prepared by a Community Partner e. Workers will be returned to same pick-up location at the end of the work day. 7. Program manager will make a recommendation to the Steering Committee for termination. The Steering Committee must agree by simple majority that termination is necessary. For the following reasons: a. Failure to pass any drug screening. b. Poor work performance. c. Failure to report for work assignments unexcused. PROJECT TIMELINE NOTICES OF PRESENTATION FOR PARTNERSHIP (APRIL LOI PUBLISHED (DEC PROGRAM 20 7) 2016) SUPPORTIFUNDING FINALIZE MQU'S REQUEST - DENTON (APRIL 2017) CITY COUNCIL (FEB 2017) ads ' 1 Dec 1 Jan 1 Feb I Mar 1 Apr 1 May LOO DUE (JAN 2017) REVIEwIACCIEPT PROGRAM PARTNERS PRClGRAM LAUNCH (FEB•MAR 2017) (MAY 2017) PROPOSAL VERSION DATE: February 14, 2017 EMPLOY TO EMPOWER (E2E) DENTON'S EMPLOYMENT EMPOWERMENT PROGRAM FOR PERSONS EXPERIENCING HOMELESSNESS PROJECT AREAS OF EXPERTISE (Project Domains) FOR POTENTIAL PARTNERSHIP The project is based on collaboration of many organizations including cost-sharing with local nonprofit agencies who will bring an important level of expertise and resource that complements the project. In order to identify the level of interest in support from local agencies, a Letter of Intent will be distributed to identify potential partners for the program. • Fiscal Agent The project is seeking a community partner to receive project funds and handle salary, and pay wages to the people in the program. While in-kind donation is preferred, the budget can include a 10% admin fee if needed for the "Fiscal Agent' partner. ■ City of Denton will be funding partner. ■ Serve Denton has submitted an LOI to manage funding award. It will employ and pay wages to people in the program. • Project Management The project is seeking a community partner to provide a person to manage the workers in the program. Person must be available 16 hours each week to manage the people on work days matching people with jobs and providing transport. In addition, there will be some hours to process applications, collect jobs, and perform data collection. ■ Vision Ministries has submitted an LOI to provide, in-kind, a project manager who will be available 16 hours each week to manage the people on work days. ■ City of Denton will provide jobs. • Assistance for Workers The performance of weekly work and the search for long-term employment may require tools, gloves, supplies, clothing, etc. The project is seeking a community partner who can provide donations for these work related needs. ■ Vision Ministries and Monsignor King Outreach Center have each submitted an LOI to provide, in-kind, the require tools, gloves, supplies, clothing, etc. as needed for job projects. • Job Skills Training for Workers The project is seeking a community partner to provide job skills training for workers. Partner should be able to offer trainer and space for training 1 hour a day 2 days a week. Partner should have training curriculum and existing jobs skills training program that includes employment related skills and soft skills training. For example, employment related training might include resume writing and interviewing. Soft skills training might include topics like respect for authority, conflict resolution, taking responsibility, teamwork, perseverance, effective communication, integrity, and excellence. ■ Multiple partners will be engaged to offer different training components throughout the project. Participants without a GED will also be connected with DISD's Adult Education and Literacy program for opportunities to enroll at no cost into a GED program. PROPOSAL VERSION DATE: February 14, 2017 EMPLOY TO EMPOWER (E2E) DENTON'S EMPLOYMENT EMPOWERMENT PROGRAM FOR PERSONS EXPERIENCING HOMELESSNESS • Transportation for Workers The project is seeking a community partner to provide transportation to and from training and work site(s) for two days a week. Partner would need to provide vehicle, insurance, maintenance, and gas for local travel. ■ Serve Denton has submitted an LOI to provide, in-kind, a van for the purpose of transportation of workers to and from housing, training facility, and job sites fuel, maintenance and minimum insurance for the vehicle. Vision Ministries' project manager will be the van driver. • Lunch for Workers The project is seeking a community partner to provide a sack lunch for the for the two work days each a week for up to 10 workers per day. ■ Our Daily Bread has submitted an LOI to provide, in-kind, breakfast and lunch 2 days a week for up to 10 persons as needed per scheduled work day. • Housing for Workers The project is seeking a community partner to provide extended shelter stay for workers enrolled in the project up to 10 per night. ■ Monsignor King Outreach Center has submitted an LOI to provide, in-kind, overnight housing in the shelter for persons enrolled in the Employ to Empower program up to 10 persons a night. • Workforce Connection The project is seeking a community partner to provide connections to long-term employment opportunities. Referrals, references, networking opportunities, and mentors can help achieve the goal of workers enrolled in the program to obtain long-term employment. ■ Multiple resources will be employed to seek long-term employment options. Program Manager and Housing provider will work with participants to connect to local employment resources. Some examples might include NCTC's Certificate Programs, Denton ISD's Adult Education and Literacy Program, the Chamber of Commerce Businesses, Texas Workforce Commission, and more. • Other Partners Welcome The project is seeking other community partners who may have other skills and expertise to offer the project. i.e. Education, Skills/Trade Training Programs ■ Some examples include the United Way's Bank on Denton and VITA programs that will help persons in the program manage earned income and file taxes at the end of the year on the income earned in the program. Solutions of North Texas will provide drug testing and day counseling (outpatient drug treatment) for persons who test positive for drugs. Monsignor King Outreach Center will provide basic sex offender background check as required to stay in the facility overnight. Referrals to Coordinated Entry (CE) for housing services will also be made. PROPOSAL VERSION DATE: February 14, 2017 EMPLOY TO EMPOWER (E2E) DENTON'S EMPLOYMENT EMPOWERMENT PROGRAM FOR PERSONS EXPERIENCING HOMELESSNESS ATTACHMENT 1, LETTER OF INTENT APPLICATION PROCESS FOR PARTICIPATING AGENCIES Interest parties will submit a Letter of Intent at https://www.surveymonkey.com/rIE2E2017 by Friday, January 13, 2017. Questions may be directed to: Michael Pirtle at Pirtle@dentonbible.org EMPLOY 2 EMPOWER Letter of Intent (LOI) PARTICIPATING AGENCIES WILL NEED TO: • Be a 501 (c)3 • Have an understanding of the Homeless Population and Services • Provide services In -Kind (Small 10% Admin for Fiscal Agent if requested) • Sign MOU - Memorandum of Understanding Partnership Agreement for up to 12 months. PARTNER INFORMATION CONTACT: AGENCY: ADDRESS: C, S Z: PHONE: EMAIL: WEBSITE: MISSION STATEMENT: Please provide your agency's mission and vision statement. NARRATIVE: Please explain why you would like to partner with this project. Please include, how you serve the homeless or an area related to the project's objectives. PROJECT AREAS OF EXPERTISE (Project Domains) Please select the area of interest for your organization. You are not limited so please feel free to select any that apply. If an option is selected then please provide a brief description of what agency can/will provide. For description of each please visit: link. • Fiscal Agent • Project Management • Assistance for Workers • Job Skills Training for Workers • Transportation for Workers • Lunch for Workers • Workforce Connection • Housing for Workers • Other Partners Welcome PROPOSAL VERSION DATE: February 14, 2017 3 �,A ,' 6 O Y l C..' Employ to Empower Candidate Application Name: Male❑ Female❑ Address: City: State: Zip Code: Phone: Email: Date of Birth: Ethnicity: Are you eligible to work in the United States? Yes ❑ Will you be able to provide the following forms? ❑ Birth Certificate ❑ Social Security Card ❑ Driver's License ❑ or Non -Driver ID SS# Please list any physical handicaps or other special needs. Educational Background Information: Circle the highest grade achieved 4 5 6 7 8 9 10 11 12/GED Vocational Training College Previous Work Experience: Please list the type of work you have done in the past: Are you willing to take a drug test? Yes ❑ No ❑ Current Employment Status: Check all that apply: Unemployed ❑ Full-time job ❑ Part-time job ❑ Disability ❑ If employed, name of employer: Current wage: (optional) Current Housing -Status: Housing Arrangements: Rent Apartment ❑ Rent House ❑ Own Home ❑ Homeless ❑ Other ❑ If other, please explain Training Information: What type of job are you hoping to get? Other hobbies and interests: Applicant Signature Date City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com DEN, ` ON File #: ID 17-179, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Resolution of Appreciation for Howard Martin City of Denton Page 1 of 1 Printed on 2/9/2017 povveied by I_egivt9i IN City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com DEN, ` ON File #: ID 17-182, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Resolution of Appreciation for Quentin Hix City of Denton Page 1 of 1 Printed on 2/9/2017 povveied by I_egivt9i IN City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com DEN, ` ON Legislation Text File #: ID 17-248, Version: 1 Agenda Information Sheet SUBJECT 41 Annual Beulah Harriss Day City of Denton Page 1 of 1 Printed on 2/17/2017 povveied by I_egivt9i IN City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com DEN, ` ON File #: ID 17-247, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Doug Campbell regarding recent road improvements and new bicycle lanes on Eagle Drive. City of Denton Page 1 of 1 Printed on 2/17/2017 povveied by I_egivt9i IN City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 16-1281, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Denton Municipal Electric CM/ ACM: Howard Martin Date: February 21, 2017 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home rule municipal corporation ("City"), approving the exchange of a 1.334 acre tract located in the N. Meisenhamer Survey, Abstract, No. 810, Denton, Denton County, Texas ("Property"), to Rayzor Investments, Ltd. ("Rayzor"), for permanent and temporary utility easements, also located in the N. Meisenhamer Survey, and reservations of permanent utility easements and dedication of right of way in the Property to the City, all with the equivalent value of One Hundred and Fifty Thousand Dollars and No Cents ($150,000.00) as stated in the contract of sale ("Contract"); authorizing the City Manager in accordance with Texas Local Government Code 272.001(k) to execute a deed to Rayzor together with any other documents necessary to exchange the Property for permanent and temporary utility easements and reservations of permanent utility easements and dedication of right of way; and, providing an effective date. [Bonnie Brae to North Lakes TM Line Rebuild (Easement Exchange)] BACKGROUND Denton Municipal Electric (DME) Capital Improvement Plan includes a project to reconstruct its electric transmission system. DME has identified several projects that are critical to maintaining reliability and allowing Denton to continue to grow. Reconstruction of approximately 1.2 miles of existing 69kV transmission line from the North Lakes Substation south to Bonnie Brae Substation is needed to provide the capacity to meet the requirements of contingency planning criteria. The line will be reconstructed as 138kV. Rayzor Investments Ltd owns approximately 88,635 sq. ft. of property needed to meet the easement requirement for the new 138kV transmission line. The City of Denton owns, through recent land acquisitions for this project, approximately 58,109 sq. ft. of property to the north side of the easements needed. Through negotiations with the land owner and representatives, DME has negotiated to trade the City owned piece of property for the needed easements owned by Rayzor Investments Ltd. OPTIONS 1. Approve the ordinance to acquire the easement. 2. Do not approve the ordinance and direct that other actions be taken. RECOMMENDATION DME recommends that the City Council approve the proposed ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) City of Denton Page 1 of 2 Printed on 2/17/2017 povveied by I_egivt9i IN File #: ID 16-1281, Version: 1 The Public Utility Board recommended approval of the transmission route August 10, 2015. The route was presented and approved by City Council on September 1, 2015. The Public Utility Board voted in favor of approving this transaction on August 8, 2016. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Public Infrastructure Related Goal: 2.3 Promote superior utility services and facilities EXHIBITS Transmission Line Easement Map 2. Ordinance 3. Additional Information Respectfully submitted: Phil Williams General Manager Prepared by: Elizabeth Bell Denton Municipal Electric City of Denton Page 2 of 2 Printed on 2/17/2017 povveied by I_egist9i I;, League nail & perkins SVCe-f-,T....7e,5uite3R0 Denton Municipal Electric ��q Denlen, h 940.383.8026N 40.383. Bonnie Brae to North Lakes TL tnp 940.3 R3.41T1 ph 940 3R3 ROR6 fx TBPE Registration No F-R30 Collinsworth Tract Easement —tnpin ORDINANCE NO. 2017 - AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME RULE MUNICIPAL CORPORATION ("CITY"), APPROVING THE EXCHANGE OF A 1.334 ACRE TRACT LOCATED IN THE N. MEISENHAMER SURVEY, ABSTRACT NO. 810, DENTON, DENTON COUNTY, TEXAS ("PROPERTY"), TO RAYZOR INVESTMENTS, LTD. ("RAYZOR"), FOR PERMANENT AND TEMPORARY UTILITY EASEMENTS, ALSO LOCATED IN THE N. MEISENHAMER SURVEY, AND RESERVATIONS OF PERMANENT UTILITY EASEMENTS AND DEDICATION OF RIGHT OF WAY IN THE PROPERTY TO THE CITY, ALL WITH THE EQUIVALENT VALUE OF ONE HUNDRED AND FIFTY THOUSAND DOLLARS AND NO CENTS ($150,000.00) AS STATED IN THE CONTRACT OF SALE ("CONTRACT"); AUTHORIZING THE CITY MANAGER IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE 272.001(k) TO EXECUTE A DEED TO RAYZOR TOGETHER WITH ANY OTHER DOCUMENTS NECESSARY TO EXCHANGE THE PROPERTY FOR PERMANENT AND TEMPORARY UTILITY EASEMENTS AND RESERVATIONS OF PERMANENT UTILITY EASEMENTS AND DEDICATION OF RIGHT OF WAY; AND, PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton has acquired numerous property interests on N. Bonnie Brae St. between W. University St. and Riney Rd. and along Riney Rd. for the relocation and reconstruction of the existing transmission line; WHEREAS, the City purchased 1.334 acres located at the northeast corner of N. Bonnie Brae St. and Riney Rd. in the N. Meisenhamer Survey, Abstract No. 810, Denton, Denton County, Texas ("Property") for the relocation and reconstruction of its electric transmission line along N. Bonnie Brae St.; WHEREAS, the City plans to use a portion of the Property for the location of an electric transmission line, lay down area for the transmission line reconstruction in the area, and future street right of way; WHEREAS, the City needs additional electric utility easements on the east side of Bonnie Brae St., and south of the Property, on property owned by Rayzor Investments, Ltd.; WHEREAS, Rayzor has made an offer to obtain the Property from the City in exchange for the City receiving permanent and temporary electric utility easements south of the Property and the reservation of a permanent electric easement and dedicated right of way on the Property being conveyed to Rayzor; WHEREAS, the equivalent values of the respective property interests obtained by both the City and Rayzor is $150,000.00; and WHEREAS, on September 20, 2016, the City, under Local Government Code, Section 272.001(k), passed a resolution (Resolution No. R2016-032) stating the conditions and circumstances for the exchange of the Property directly to Rayzor and the public purpose achieved by said exchange; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee, is authorized to (i) execute on behalf of the City the Contract of Sale ("Contract"), between the City and Rayzor, in the form attached as Exhibit "l", the Special Warranty Deed (which contains a reservation of an electric utility easement in favor of the City) that conveys the Property to Rayzor, Tract Clearance Statement, and Release of Rights and Interest, all of which are attached to the Contract, and any other documents required by the title company to close the transaction; (ii) accept the Street Right -of - Way Dedication Deed, Utility Easement, and Temporary Construction Easement, all of which are attached to the Contract, from Rayzor; and, (iii) make expenditures in accordance with the terms of the Contract. SECTION 2. The matters set forth in the preamble of this ordinance are incorporated into the body of this ordinance as findings by the City Council. 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 CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS,CIT ATTORNEY By: , 2017. EXHIBIT "1" CONTRACT OF SALE THIS CONTRACT OF SALE ("Contract") is dated the day of 2017 ("Effective Date"), and is made by and between RAYZOR INVESTMENTS, LTD., a Texas limited partnership ("Rayzor") and the CITY OF DENTON, a Texas home rule municipal corporation ("Denton"). RECITALS A. Denton owns a certain 1.334 -acre tract of land located in the N. Meisenhamer Survey, Abstract No. 810, City of Denton, Denton County, Texas, said tract more particularly described in Exhibit "A" attached hereto ("Fee Tract"). B. Rayzor owns certain tracts of land referred to as Section 3, Tract Thirteen and Section 3, Tract Fourteen in a Deed recorded in Volume 1796, Page 601 of the Deed Records of Denton County, Texas, and certain areas generally located along the west portion of said tracts are proposed for electrical utility use by Denton, said areas more particularly described in Exhibit "B" attached hereto ("Utility Line Areas"). C. Denton desires to grant and convey to Rayzor fee simple title in and to the Fee Tract, subject to reservations of easement and right-of-way in favor of Denton, as further provided in this Contract. D. Rayzor desires to grant and convey to Denton certain easement interests in and to the Utility Line Areas, as further provided in this Contract. NOW THEREFORE, in consideration of the exchange of real property, mutual covenants and agreements set forth in the Contract, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Rayzor and Denton hereby agree to the following: ARTICLE I: CONVEYANCES OF PROPERTY On the Closing Date (as hereinafter defined), Denton shall grant and convey the Denton Fee Tract to Rayzor, in exchange for Rayzor granting and conveying certain easement interests in and to the Utility Line Areas, subject to the terms and provisions set forth below: 1.1 Conveyance of the Fee Tract to Rayzor. Denton agrees to grant and convey to Rayzor, and Rayzor agrees to accept from Denton, the Fee Tract pursuant to the Special Warranty Deed ("Deed") attached hereto as Exhibit "C", together with all of Denton's rights and interests in and to all roads, streets, alleys, surface water privileges, association rights and easements belonging or appurtenant to the Fee Tract, rights of way, licenses, interests, and other rights and appurtenances appertaining thereto, as provided in the Deed, subject to a Bonnie Brae/Riney Tract Exchange Rayzor Investments, Ltd. — City of Denton Page 11 reserved electrical utility easement ("Reserved Easement") covering an area more particularly described in Exhibit "C" of the Deed (that area, the "Reserved Easement Area"). 1.1.1 Rayzor Obligation to Dedicate Right Of Way From Portion of Fee Tract. Rayzor shall dedicate to Denton a portion of the Fee Tract for the purposes of construction and operation of a paved public street and related purposes, subject to the Street Right -Of -Way Dedication Deed ("Dedication Deed") attached hereto as Exhibit "D", said dedicated portion more particularly described in Exhibit "A" of the Dedication Deed and referred to herein as the "Dedication Street Area". 1.1.2 Denton Obligation to Raze Improvements and Clear Fee Tract. Before Closing, Denton shall raze and clear the Fee Tract of all improvements, and shall, as a condition to Closing, deliver written confirmation that the Fee Tract has been cleared of all improvements and that all refuse and debris has been cleaned from the Fee Tract (such confirmation, the "Tract Clearance Statement"), such Tract Clearance Statement pursuant to the form attached hereto as Exhibit "E". 1.2 Conveyance of Easements to Denton. Rayzor agrees to grant and convey to Denton, and Denton agrees to accept from Rayzor the following: (i) an electrical utility easement ("Utility Easement") covering the Utility Line Areas pursuant to the form of easement instrument attached hereto as Exhibit "F" (that instrument, the "Utility Easement Instrument"); and (ii) a temporary work easement ("Temporary Work Easement") pursuant to the form of temporary easement instrument attached hereto as Exhibit "G" (that instrument, the "Temporary Work Easement Instrument"), the areas covered by and subject thereto being more particularly described in Exhibit "A" of the Temporary Work Easement Instrument (that area, the "Temporary Work Easement Areas"). The Utility Line Areas and Temporary Work Easement Area are herein collectively referred to as the "Denton Easement Areas". 1.3 Release of Right of Entry and Grant of Possession. The parties acknowledge that Denton holds a certain Right of Entry and Grant of Possession instrument ("Right of Entry"), which applies to the Denton Easement Areas and which was previously granted by Rayzor in contemplation of permanent grants of easement to Denton. At Closing, Denton shall deliver an instrument for the release of the Right of Entry ("Release Instrument"), a form of which is attached hereto as Exhibit "H". ARTICLE II: EQUAL EXCHANGE 2.1 Exchange of Equally Valued Property. The parties stipulate and agree that the conveyances of the real property interests described in Article I hereinabove is an exchange of real property interests of substantially equal value, and accordingly, no additional monetary payments are due from either party to the other. Bonnie Brae/Riney Tract Exchange Rayzor Investments, Ltd. — City of Denton Page 12 2.2 Stipulated Real Property Values. The fair market value of the Fee Tract is $150,000.00. The fair market value of the Utility Easement is $150,000.00. ARTICLE III: TITLE AND SURVEY 3.1 Title Commitment. 3.1.1 Denton may cause to be issued a current Commitment for Title Insurance (the "Denton Title Commitment") for the Denton Easement Areas, or any portion thereof, issued by Title Company. The Denton Title Commitment shall set forth the state of title to the Denton Easement Areas, or any portion thereof, including a list of any defects, encumbrances and other exceptions to title, and outstanding claims, interests or equities of any nature. 3.1.2 Rayzor may cause to be issued a current Commitment for Title Insurance (the "Rayzor Title Commitment") for the Fee Tract issued by Title Company. The Rayzor Title Commitment shall set forth the state of title to the Fee Tract, including a list of any defects, encumbrances and other exceptions to title, and outstanding claims, interests or equities of any nature. 3.2 Survey. Either party may, at its expense, cause a current on the ground survey of the Fee Tract and/or Denton Easement Areas, or any part thereof, as applicable, to be prepared (the "Survey") by any surveyor approved by both parties. In any case, the Survey description of the Denton Easement Areas shall be used to describe the easement areas covered by the Utility Easement and/or Temporary Work Easement, and shall be the descriptions of such areas set forth in the Denton Title Policy, and the Survey description of the Fee Tract shall be used to describe the Fee Tract area as used in the Deed, and shall be the description of the Fee Tract set forth in the Rayzor Title Policy. 3.3 Efforts to Cure. Rayzor and Denton agree to take good faith efforts to assist the other in curing or satisfying any exceptions or defects depicted or revealed in the Denton Title Commitment, Rayzor Title Commitment and/or Survey, as applicable, as set forth by written notice to Rayzor (if objected to by Denton) or Denton (if objected to by Rayzor) ("Objections"). Neither party shall be obligated to expend funds in such efforts or incur any liability or otherwise incur any economic burden. In the event Denton and Rayzor cannot cure the Objections, whether applying to the Denton Title Commitment or the Rayzor Title Commitment, prior to Closing, either party may elect to either (i) terminate this Contract; or (ii) waive the uncured Objections, which shall become Permitted Exceptions (as defined below), and upon such waiver, close the transaction contemplated by this Contract. The term "Permitted Exceptions" as used herein shall mean (i) easements, restrictions, claims, rights of way, encroachments or other encumbrances or other matters whatsoever affecting the Property as shown in the Title Commitment or Survey, but excluding any matters which were subject to Objections and cured, Bonnie Brae/Riney Tract Exchange Rayzor Investments, Ltd. — City of Denton Page 13 (ii) all municipal or other governmental zoning laws, regulations and ordinances, if any, affecting the herein -described Fee Tract or Denton Easement Areas, as applicable, (iii) all reservations, terms or conditions as provided in the Deed and/or Utility Easement, and (iv) any other matters affecting the Fee Tract and/or the Denton Easement Areas which are of public record or would be disclosed by a physical inspection and/or an accurate survey of the Fee Tract or Denton Easement Areas, as applicable. 3.4 Title Policy. At Closing, either party, at such party's sole expense, may cause a standard Texas Owner Policy of Title Insurance ("Title Policy"), along with a T-19.1, T-19.2 or T-19.3 endorsement, as applicable, to be furnished to the extent available. Any Title Policy shall be issued in the amount of the fair market value of the Fee Tract and/or Denton Easement Areas and insuring that (i) if such policy is purchased, Denton holds valid easement rights in the Denton Easement Areas, subject only to the Permitted Exceptions, and (ii) if such policy is purchased, Rayzor holds indefeasible fee simple title to the Fee Tract, subject only to the Permitted Exceptions. ARTICLE IV: AS -IS SALE 4.1 AS -IS Exchange. 4.1.1. Denton expressly acknowledges that the Utility Easement and Temporary Work Easement are being sold, conveyed, granted and accepted AS -IS, WHERE -IS WITH ALL FAULTS, and, except as expressly set forth in Article VI, below, Rayzor makes no representations or warranties, express or implied, with respect to the physical condition or any other aspect of the Denton Easement Areas or any real property encumbered by the Utility Easement and Temporary Work Easement. EXCEPT AS PROVIDED IN ARTICLE VI, BELOW, DENTON HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY AND ALL ACTUAL OR POTENTIAL RIGHTS IT MIGHT HAVE REGARDING ANY FORM OF WARRANTY, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF QUANTITY, QUALITY, CONDITION, HABITABILITY, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE RELATED TO THE DENTON EASEMENT AREAS, ANY IMPROVEMENTS THEREON OR THE PROPERTY CONDITIONS THEREOF, SUCH WAIVER BEING ABSOLUTE, COMPLETE, TOTAL AND UNLIMITED IN ANY WAY. 4.1.2. Rayzor expressly acknowledges that the Fee Tract is being sold, conveyed, granted and accepted AS -IS, WHERE -IS WITH ALL FAULTS, and, except as expressly set forth in Article VI, below, Denton makes no representations or warranties, express or implied, with respect to the physical condition or any other aspect of the Fee Tract or any real property encumbered by the Fee Tract except as set forth in Section 1.1.2. EXCEPT AS PROVIDED IN ARTICLE VI, BELOW, RAYZOR HEREBY Bonnie Brae/Riney Tract Exchange Rayzor Investments, Ltd. — City of Denton Page 14 UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY AND ALL ACTUAL OR POTENTIAL RIGHTS IT MIGHT HAVE REGARDING ANY FORM OF WARRANTY, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF QUANTITY, QUALITY, CONDITION, HABITABILITY, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE RELATED TO THE FEE TRACT, ANY IMPROVEMENTS THEREON OR THE PROPERTY CONDITIONS THEREOF, SUCH WAIVER BEING ABSOLUTE, COMPLETE, TOTAL AND UNLIMITED IN ANY WAY. 4.2 Information Disclaimer. Any and all information related to the Fee Tract and/or Denton Easement Areas provided by either party to the other shall be delivered as an accommodation only, without any representation or warranty as to the completeness or accuracy of the data or other information contained therein, and all such Information is furnished solely as a courtesy. 4.3 Survival. Notwithstanding anything herein to the contrary, all of the terms and provisions of Article IV, Sections 4.1 and 4.2 shall survive the Closing. ARTICLE V: INSPECTION 5.1 Tests. Until the Closing, the parties mutually agree to allow the other party, its agents, employees and contractors, as applicable, at their sole risk and expense, to enter upon the Denton Easement Areas and/or Fee Tract, as applicable, during normal business hours (and subject to advance notice as required below) for inspections, surveying, engineering and other reasonable testing and inspection purposes ("Tests"). All such inspections may include both non -intrusive inspections and studies (such as non -intrusive "Phase I Level' type tests with respect to environmental matters) which do not involve borings or any sampling of any material or media, including soil, surface water, or ground water and intrusive "Phase 11 Level' environmental or other intrusive testing or any borings or sampling of any material or media, including soil, surface water, or ground water. Either party shall repair any damage to any property area entered by such party for Test purposes. ARTICLE VI: REPRESENTATIONS AND WARRANTIES 6.1 Representations and Warranties of Denton and Rayzor. Denton and Rayzor represent and warrant to each other that they have the power to execute, deliver and perform under this Contract, have taken all actions necessary to authorize the execution, delivery and performance of this Contract and that the parties executing this Contract and the conveyance documents exhibited hereto for and on behalf of Denton and Rayzor have been duly authorized by Denton and Rayzor to act in such capacity. Bonnie Brae/Riney Tract Exchange Rayzor Investments, Ltd. — City of Denton Page 15 ARTICLE VII: CLOSING 7.1 Date and Place of Closing. The "Closing" (herein so called) shall take place in the offices of Republic Title of Texas, Inc., 550 Bailey Avenue, Suite 100, Fort Worth, Texas 76107 ("Title Company"). The "Closing Date" (herein sometimes called), shall occur before 5:00 PM on February 28, 2017, unless otherwise mutually agreed to in writing by Denton and Rayzor (with the City Manager of Denton to have authority to agree to any such extension on behalf of Denton acting in his sole discretion). The Closing Date as defined in this Section 7.1, subject to possible extension by mutual written agreement as provided above, is the deadline by which Closing must occur and is intended to prevail over any conflicting terms provided in this Contract or the Exhibits attached hereto. 7.2 Items to be Delivered at the Closing. (a) At the Closing, Denton shall deliver to the Title Company, the following items: (i) The Deed for the Fee Tract, in form and substance identical to that attached hereto as Exhibit "C", subject only to the Permitted Exceptions, executed by Denton and acknowledged. (ii) The Tract Clearance Statement, in form and substance identical to that attached hereto as Exhibit "E", executed by the applicable department of the City of Denton. (iii) The Release Instrument, in the form and substance identical to that attached hereto as Exhibit "H", executed by Denton and acknowledged. (iv) Other items reasonably requested by the Title Company as administrative requirements for consummating the Closing. (b) At the Closing, Rayzor shall deliver to the Title Company, the following items: (i) The Dedication Deed for the Dedication Street Area, in form and substance identical to that attached hereto as Exhibit "D", executed by Rayzor and acknowledged. (ii) The Utility Easement Instrument, in form and substance identical to that attached hereto as Exhibit "F". (iii) The Temporary Work Easement Instrument, in form and substance identical to that attached hereto as Exhibit "G". Bonnie Brae/Riney Tract Exchange Rayzor Investments, Ltd. — City of Denton Page 16 (iv) Other items reasonably requested by the Title Company as administrative requirements for consummating the Closing. 7.3 Adjustments at Closing. Notwithstanding anything to the contrary contained in this Contract, the provisions of this Section 7.3 shall survive the Closing. The following items shall be adjusted or prorated between Rayzor and Denton with respect to the Fee Tract: 7.3.1 General Proration. Ad valorem and similar taxes and assessments (the "Taxes") relating to the Fee Tract for the year in which the Closing occurs shall be prorated as of the Closing Date, in accordance with Section 26.11 of the Texas Tax Code. In this regard the Title Company shall have each taxing unit certify Rayzor's prorated tax liability for the year of closing which amounts will be paid by Rayzor prior to delinquency. 7.4 Possession at Closing. Possession of the Fee Tract shall be delivered to Rayzor at Closing, subject to the Permitted Exceptions and Denton's reserved rights therein. The rights of possession and use of the Utility Easement Area and the Temporary Work Easement Area, as contemplated under the Utility Easement Instrument and Temporary Work Easement Instrument, shall be delivered to Denton at Closing, subject to the terms and conditions of such instruments. 7.5 Costs of Closing. Each party is responsible for paying the legal fees of its counsel, in negotiating, preparing, and closing the transactions contemplated by this Contract. Rayzor is responsible for paying its own attorneys' fees. Rayzor is responsible for paying (i) its own attorneys' fees, (ii) the cost to record the Deed to be delivered at Closing, (iii) the cost of its Survey, if any, and (iv) the costs of the Title Policy covering the Fee Tract, including any premiums and endorsements relating thereto. If the responsibility for such costs or expenses associated with closing the transaction contemplated by this Contract are not identified herein, such costs or expenses shall be the responsibility of Denton at Closing. ARTICLE VIII: DEFAULTS AND REMEDIES 8.1 Rayzor's Defaults and Denton's Remedy. 8.1.1 Rayzor's Defaults. Rayzor is in default under this Contract on the occurrence of any one or more of the following events: (i) Rayzor fails to deliver at Closing, the items specified herein at Section 7.2(b) for any reason other than a default by Denton or termination of this Contract by Denton pursuant to the terms hereof prior to Closing. 8.1.2 Denton's Remedy. If Rayzor is in default under this Contract, Denton, as Denton's sole and exclusive remedies for the default, may, at Denton's sole option, Bonnie Brae/Riney Tract Exchange Rayzor Investments, Ltd. — City of Denton Page 17 terminate this Contract by written notice delivered to Rayzor, whereupon neither party shall have any further rights or obligations hereunder. 8.2 Denton's Default and Rayzor's Remedy. 8.2.1 Denton's Default. Denton is in default under this Contract on the occurrence of any one or more of the following events: (i) Denton fails to deliver at Closing, the items specified in Section 7.2(a) of this Contract for any reason other than a default by Rayzor under this Contract or termination of this Contract pursuant to the terms hereof prior to Closing. 8.2.2 Rayzor's Remedy. If Denton is in default under this Contract, Rayzor, as Rayzor's sole and exclusive remedy for the default, may terminate this Contract by written notice delivered to Denton, whereupon neither party shall have any further rights or obligations hereunder. ARTICLE IX: MISCELLANEOUS PROVISIONS 9.1 Notice. Unless otherwise specified in a recorded instrument of conveyance of the Property under this Contract, all notices, demands, requests, and other communications required hereunder shall be in writing, and shall be deemed to be delivered, upon the earlier to occur of (a) the date provided if provided by telephonic facsimile, and (b) the date of the deposit of, in a regularly maintained receptacle for the United States Mail, registered or certified, return receipt requested, postage prepaid, addressed to the applicable party's address as follows in the signature pages hereto. 9.2 Delegation of Authority. Authority to take any actions that are to be, or may be, taken by Denton under this Contract are hereby delegated by Denton, pursuant to approval of this Contract by the City Council of Denton, Texas, to (i) the General Manager of Denton Municipal Electric, or his designee and (ii) the City Manager of Denton, Texas, or his designee. 9.3 Exhibits. The following Exhibits are attached hereto and made a part hereof: • Exhibit "A" — Description of the Fee Tract • Exhibit "B" — Description of the Utility Line Areas • Exhibit "C" — Form of Deed • Exhibit "D" — Form of Dedication Deed • Exhibit "E" — Form of Tract Clearance Statement • Exhibit "F" — Form of Utility Easement Instrument • Exhibit "G" — Form of Temporary Work Easement Instrument • Exhibit "H" — Form of Release Instrument Bonnie Brae/Riney Tract Exchange Rayzor Investments, Ltd. — City of Denton Page 18 IN WITNESS WHEREOF, this Contract is hereby executed as of the Effective Date. [Balance of page intentionally left blank — Signatures of the parties follow below.] Bonnie Brae/Riney Tract Exchange Rayzor Investments, Ltd. — City of Denton Page 19 RAYZOR SIGNATURE PAGE 7M RAYZOR INVESTMENTS, LTD., a Texas limited partnership By: The Rayzor Company, a Texas corporation, its general partner By: Philip A. B,� er, Vice President 1 e„/ Executed by Rayzor on the c ' day of ' �'6 2017. Notice address: P.O. Box 336 Denton, Texas 76202 Phone: (940) 387-8711 Fax: (940) 566-1591 Bonnie Brae/Riney Tract Exchange Rayzor Investments, Ltd. — City of Denton Page 1 10 DENTON SIGNATURE PAGE DENTON: CITY OF DENTON, a Texas municipal corporation M HOWARD MARTIN, INTERIM CITY MANAGER, pursuant to Ordinance No. 2016 - Executed by City of Denton on the day of 2017. ATTEST: JENNIFER WALTERS, CITY SECRETARY MN APPROVED AS TO LEGAL FORM: AN ITA BURGESS, CITY ATTORNEY 3VI Notice address: City of Denton, Texas - City Attorney 215 E. McKinney Street Denton, Texas 76201 Tel. No. (940) 349-8333 Fax No. (940) 382-7923 Bonnie Brae/Riney Tract Exchange Rayzor Investments, Ltd. — City of Denton Page 111 RECEIPT OF AGREEMENT BY TITLE COMPANY By its execution below, Title Company acknowledges receipt of an executed copy of this Contract. Title Company agrees to comply with, and be bound by, the terms and provisions of this Contract to perform its duties pursuant to the provisions of this Contract and comply with Section 6045(e) of the Internal Revenue Code of 1986, as amended from time to time, and as further set forth in any regulations or forms promulgated thereunder. TITLE COMPANY: Printed Name: Title: Contract receipt date: Bonnie Brae/Riney Tract Exchange Rayzor Investments, Ltd. — City of Denton , 2017 Page 1 12 EXHIBIT "A" Description of the Fee Tract Attached Hereto Bonnie Brae/Riney Tract Exchange Rayzor Investments — City of Denton Exhibit "A" Exhibit "A" LEGAL DESCRIPTION BEING a 1.334 acre tract of land situated in the N. Meisenhamer Survey, Abstract No. 810, City of Denton, Denton County, Texas, and being known as that tract of land described in a Deed to Deborah Collinsworth, as recorded in Document No. 99-127801 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a 1/2 inch iron rod found for comer in the East line of Bonnie Brae Street (a variable width right-of-way), said point being the Southwest comer of the above cited Collinsworth tract, said point also being in the North line of a called 26.466 acre tract of land described as Section 3, Tract Thirteen in a Deed to Rayzor Investments, Ltd., as recorded in Volume 1796, Page 601 of the Deed Records of Denton County, Texas, from which the Northwest comer of said 26.466 acre tract bears North 89°27'53" West a distance of 1.65 feet; THENCE North 00°36'10" East (North — Deed) along the East line of said Bonnie Brae Street, for a distance of 210.92 feet (210.70'— Deed) to a 1/2 inch capped iron rod found for corner at the intersection of the East line of said Bonnie Brae Street with the South line of Riney Road (a variable width right-of- way), said point being the Northwest comer of said Collinsworth tract; THENCE South 89°2449" East (East — Deed) along the South line of said Riney Road, for a distance of 275.64 feet (275.67'— Deed) to a 5/8 inch iron rod with cap stamped "TNP" set for comer at the Northeast comer of said Collinsworth tract; THENCE South 00°35'11" West (South — Deed) departing the South line of said Riney Road, and along the East line of said Collinsworth tract, passing the Northwest comer of Lot One, Block One per the Final Plat of B.F. Price Addition, as recorded in Cabinet C, Page 126 of the Plat Records of Denton County, Texas, at a distance of 10.00 feet, and continuing along the East line of said Collinsworth tract and the West line of said Lot One, for a total distance of 210.67 feet (210.70'— Deed) to a 1/2 inch iron rod with cap stamped "Alliance" found for comer at the Southeast comer of said Collinsworth tract and the Southwest comer of said Lot One, said point also being in the North line of said 26.466 acre tract; THENCE North 89°27'53" West (West — Deed) along the South line of said Collinsworth tract and the North line of said 26.466 acre tract, for a distance of 275.70 feet (275.67'— Deed) to the POINT OF BEGINNING, and containing 1.334 acres of land, more or less. TNP Project No. DME13222 — Collinsworth ALTA Survey EXHIBIT "B" Description of the Utility Line Areas Attached Hereto. Bonnie Brae/Riney Tract Exchange Rayzor Investments — City of Denton Exhibit "B" EXHIBIT "A" LEGAL DESCRIPTION ELECTRIC EASEMENTS Rayzor Investments, Ltd. Tract ELECTRIC EASEMENT NO. 1 BEING a 1.558 acre tract of land situated in the N. Meisenhamer Survey, Abstract No. 810, City of Denton, Denton County, Texas, and being a part of a called 76.36 acre tract of land described as Section Three, Tract Fourteen per Deed to Rayzor Investments, Ltd., as recorded in Volume 1796, Page 601 of the Deed Records of Denton County, Texas, and being more particularly described as follows: COMMENCING at a point for the Northwest corner of North Lakes Fire Station Addition, per the Final Plat recorded in Cabinet G, Page 330 of the Plat Records of Denton County, Texas, said point being in the East line of Bonnie Brae Street, a variable width right-of-way as dedicated by said Plat of North Lakes Fire Station Addition, said point also being in the South line of said 76.36 acre Tract Fourteen; THENCE South 88°39'43" East, along the North line of said North Lakes Fire Station Addition and the South line of said Tract Fourteen, for a distance of 25.00 feet to the POINT OF BEGINNING; THENCE North 00°37'52" East, departing the North line of said North Lakes Fire Station Addition and the South line of said Tract Fourteen, for a distance of 665.40 feet to a point for corner; THENCE North 00°42'43" East, for a distance of 931.56 feet to a point for corner located at the intersection with the South line of a called 0.631 acre tract of land as established by Denton City Council Ordinance No. 93-086 for Street and Utility purposes, and recorded in Document No. 93-035030 of the Real Property Records of Denton County, Texas; THENCE South 88°33'39" East, along the South line of said 0.631 acre tract, for a distance of 42.50 feet to a point for corner; THENCE South 00°4243" West, departing the South line of said 0.631 acre tract, for a distance of 930.99 feet to a point for corner; THENCE South 00°37'52" West, for a distance of 665.89 feet to a point for comer located at the intersection with the North line of Lot 1, Block 1 of said North Lakes Fire Station Addition, and the South line of said Tract Fourteen, from which a concrete monument found at an angle point in the North line of said Lot 1 bears South 88°39'43" East a distance of 165.63 feet; THENCE North 88°39'43" West, along the North line of said Lot 1 and the South line of said Tract Fourteen, passing the Northwest corner of said Lot 1, at a distance of 39.29 feet, and continuing for a total distance of 42.50 feet to the POINT OF BEGINNING, and containing 1.558 acres of land, more or less. ELECTRIC EASEMENT NO. 2 BEING a 1.360 acre tract of land situated in the N. Meisenhamer Survey, Abstract No. 810, City of Denton, Denton County, Texas, and being a part of a called 26.466 acre tract of land described as Section Three, Tract Thirteen per Deed to Rayzor Investments, Ltd., as recorded in Volume 1796, Page 601 of the Deed Records of Denton County, Texas, and being more particularly described as follows: COMMENCING at a 1/2 inch iron rod with cap stamped "Alliance" found at the Southeast comer of a called 1.334 acre tract of land described in a Deed to the City of Denton, Texas, as recorded in Document No. 2016-25144 of the Official Records of Denton County, Texas, said point also being in the North line of said 26.466 acre Tract Thirteen; THENCE North 89°27'53" West, along the North line of said Tract Thirteen and the South line of said 1.334 acre tract, for a distance of 209.84 feet to the POINT OF BEGINNING; THENCE South 00°27'15" West, departing the North line of said Tract Thirteen and the South line of said 1.334 acre tract, for a distance of 419.97 feet to a point for corner; THENCE South 00°42'43" West, for a distance of 974.15 feet to a point for comer located at the intersection with the North line of a called 0.631 acre tract of land as established by Denton City Council Ordinance No. 93-086 for Street DME13222 — Rayzor Investments Tract - Electric Easements Page 1 of 11 and Utility purposes, and recorded in Document No. 93-035030 of the Real Property Records of Denton County, Texas; THENCE North 88°33'39" West, along the North line of said 0.631 acre tract, for a distance of 42.50 feet to a point for corner; THENCE North 00°42'43" East, departing the North line of said 0.631 acre tract, for a distance of 973.52 feet to a point for corner; THENCE North 00°27'15" East, for a distance of 419.93 feet to a point for corner at the intersection with the North line of said Tract Thirteen and the South line of said 1.334 acre tract, from which a 1/2 inch iron rod found at the Southwest corner of said 1.334 acre tract bears North 89°27'53" West, a distance of 23.35 feet; THENCE South 89°27'53" East, along the North line of said Tract Thirteen and the South line of said 1.334 acre tract, for a distance of 42.50 feet to the POINT OF BEGINNING, and containing 1.360 acres of land, more or less. NOTE. Bearings are referenced to grid north o/ the Texas Coordinate System o/ 1983 (North Central Zone; NAD83 (2011) Epoch 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (CORS) via Real Time Kinematic (RTK) survey methods. Distances represent surface values utilizing an average combined scale factor of 1.000147317 to scale from grid to surface. DME13222 — Rayzor Investments Tract - Electric Easements Page 2 of 11 OF �P��•�SreRfTF Todd B. Turner, R.P.L.S. No. 48599 Teague Nall $ Perkins •••••••••••'••'•••RNER TDDD B TURNER 1517 Centre Place Drive, Suite 320 ••v•••••••••••••••••. Denton, Texas 76205 t'i�AA4859 940-383-4177 l,9ko� f S 5��� Date: August 17, 2016 DME13222 — Rayzor Investments Tract - Electric Easements Page 2 of 11 LEGEND A CALCULATED POINT O 112 IRON ROD FOUND UNLESS NOTED OTHERWISE ,CV, CONTROLLING MONUMENT ® TELEPHONE UTILITY LQ POWER POLE E GUY WIRE UTILITY SIGN UNLESS NOTED OTHERWISE FOM I FIBER OPTIC MARKER EASEMENT BOUNDARY PROPERTY LINE ------ EXISTING EASEMENT "- APPROXIMATE SURVEY LIVE C, EXISTING CENTERLINE EDGE OF ASPHALT — OHE— — OVERHEAD ELECTRIC %ADOPT A oC�` Vl),'EXISTING 15' WATER LINE EASEM VOL. 4795, PG. 830 R,P.R.D.C.T. EXHIBIT "B" MATCHLINE SEE SH. 4 OF 11 EXISTING 15' GTE SOUTHWEST EASEMENT ` VOL. 3079, PG. 632 D.R.D.C.T. t � CONC. DRIVE I EXISTING 15' ELECTRIC EASEMENT VOL. 519, PG. 165 32.5 D.R.D.C.T. CR o Ln O i• (a a. 3 (a U U "� 00 (a (a00 W RAYZOR INVESTMENTS, LTD. ��� C4 N SECTION 3, TRACT FOURTEEN to to PART OF CALLED 76.36 ACRES 1` 1` VOL. 1796, PG. 601 D.R.D.C.T. CT• 0 SA VE AND EXCEPT VOL 697, PG. 217 55' N e ELECTRIC EASEMENT No. 1 SIDEWALK AND PUBLIC UTILITY EASEMENT VOL. 2542, PG. 51 D.R.D,C.T. POINT OF COMMENCING EE No. 1 aw.wi.a® to SIZ gg 's, ".Ec LL SIGN --�- — ~ o S 88°3943" & 25.00' -q tno l!9 W r DRIVE<i Q IR W� 0 50 100 Z Q oz SCALE: 1" = 50' m NOTES: 1. Bearings of lines shown hereon are referenced to Grid North of the Texas Coordinate System of 1983 (North Central Zone: NAD83(2011) EPOCH 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (CORS) via Real Time Kinematic (RTK) methods. The d stances shown hereon represent surface values utilizing an Average Combination Factor of 1-000147317 to scale from grid to surface. 2. This exhibit was prepared without the benefit of a current title commitment. Additional easements, right"f-way and/or other matters of record may affect this tract that are not shown hereon '"quo nail & parkins 1517 Cenhe Piave Drive, Who 926 Darden, Texor 7620S v 940.383.4177 ph 940.387.8026 Ix tnp www.Mpirc. 1.558 ACRES LL1Eff] D142 N 88'39'143" W 50. APPROXIMATE SURVEY UNE --PROPERTYUNE S 88°3943" E 165.63' POINT OF BEGINNING "`EES LOT 1, BLOCK 1 NORTH LAKES FIRE STATION ADDITION CAB. G, PG. 330 P.R.D.C.T. CONCRETE MONUMENT (CM) 1.538 ACRE ELECTRIC EASEMENT NO. 1 SITUATED IN THE N. MEISENHAMER SURVEY, ABSTRACT NO. 810 CITY OF DENTON, DENTON COUNTY, TEXAS DME13222 SHEET 3 OF 11 EXHIBIT "B" EXISTING 15' ELECTRIC EASEME VOL. 519, PG. 165 PD.R.D.C.T. EXISTING 15' GTE SOUTHWEST EASEMI VOL. 3079, PG. 632 D.R.D.C.T. 0 50 100 W W3 SCALE: 1" = 50' c ' H o LEGEND m CALCULATED POINT O 1/2 IRON ROD FOUND UNLESS NOTED OTHERWISE CONTROLLING MONUMENT © TELEPHONE UTILITY 1,Q POWER POLE E GUY HARE UTILITY SIGN UNLESS NOTED OTHERNASE POM FIBER OPTIC MARKER EASEMENT BOUNDARY PROPERTY LINE EXISTING EASEMENT APPROXIMATE SURVEY LINE t EXISTING CENTERLINE EDGE OF ASPHALT —OHE— — OVERHEAD ELECTRIC NOTES EXISTING 15' WATER LINE EASEMENT VOL. 4795, PG. 830 R.P.R.D.C.T. r V 00 Fa' A �Ao 2' 55' W N M 0 O O a —MATCHLINE SEE SH. 5 OF 11 EXISTING 20' ENERGY ASSETS OPERATING COMPANY EASEMENT DOC. NO, 2007-142652 R.P.R.D.C.T. GAS SIGN ELECTRIC / EASEMENT No. i 1.558 ACRES RAYZOR INVESTMENTS, LTD. SECTION 3, TRACT FOURTEEN PART OF CALLED 76.36 ACRES VOL, 1796, PG. 601 D.R.D.C.T. SAVE AND EXCEPT VOL. 697, PG. 217 MATCHLINE - SEE SH. 3 OF 11 1. Bearings of lines shown hereon are referenced to Grid North of the Texas Coordinate System of 1983 (North Central Zone; NAD83(2011) EPOCH 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (CORS) via Real Time Kinematic (RTK) methods, The distances shown hereat represent surface values utilizing an Average Combination Factor of 1.000147317 to scale from grid to surface. 2. This exhibit was prepared without the benefit of a current title Commitment. Additional easements, rights-of-way ancVor other matters of record may affect this tract that are not shown hereon. league nall $ perkins 1317 Centre Placa Dd-, Salm 320 np Deaton, Texas 76203 v 940.383.4177 ph 940.383.80261. Y C•. b ,"f-tnplaC.(aT . 0 .. �p•............ o A s T Eq ••..; f' GJ:• F0 1 U, •••• TODD•B.• TURNER �•••• ••y...•......•.......... V.. :A 485 0 '•.9 ! S 1 pa�Oo la oro 1.558 ACRE ELECTRIC EASEMENT NO.1 SITUATED IN THE N. MEISENHAMER SURVEY, ABSTRACT NO. 810 CITY OF DENTON, DENTON COUNTY, TEXAS DME13222 SHEET 4 OF 11 EXHIBIT "B" 0 50 100 SCALE: 1" = 50' TRINITYENEF GAS SIGN EXISTING 16 ELECTRIC EASEMENT VOL. 519, PG. 165 D.R.D.C.T. EXISTING 15' GTE SOUTHWEST EASEMENIT VOL. 3079, PG. 632 D.R.D.C.T. tnp�> 55' EXISTING 15' WATER UNE EASEMENT VOL. 4795, PG. 830 RP.R.D.C.T. i 32.3.1 .ZD 0 V - CV) O) W O O 0 I, a MATCHLINE SEE SH. 6 OF 11 EXISTING 20' ENERGY ASSETS OPERATING COMPANY EASEMENT DOC. NO. 2007-142652 R.P.R.D.C.T. NOTES: MATCHLINE - SEE SH. 4 OF 11 1. Bearings of lines shown hereon are referenced to Grid North of the Texas Coordinate System of 1983 (North Central Zone: NA083(2011) EPOCH 2010) as derived [orally from Western Data Systems Continuously Operating Reference Stations (CORS) via Real Time Kinematic (RTK) methods. The distances drown hereon represent surface values utilizing an Average Combination Factor of 1.000147317 to scale from grid to surface. 2. th•• T S T F F v?_ • , Lj1 2. This exhibit was prepared without the benefit of a current title commitment. Additional easements, rights-of-way and/or other matters of record may affect this tract that are not shown hereon.. teague nail & perkins 1317 Centro Placa Drive, Suits 320 DeMoe, Texas 76203 940.303.4177 ph 940.383.0026 fx tnpwww.rnpi-A" RAYZOR INVESTMENTS, LTD. SECTION 3, TRACT FOURTEEN PART OF CALLED 76.36 ACRES VOL. 1796, PG. 601 D.R.D.C.T. SAVE AND EXCEPT VOL 697, PG. 217 ELECTRIC EASEMENT No. 1 9.558 ACRES LEGEND ® CALCULATED POINT 0 1/2 IRON ROD FOUND UNLESS NOTED OTHERWASE cmi CONTROLLING MONUMENT ® TELEPHONE UTILITY POWER POLE E GUY WRE UTILITY SIGN UNLESS NOTED OTHERWSE FOM FteER OPTIC MARKER EASEMENTSOUNOARY PROPERTY LINE EXISTING EASEMENT — — APPROXIMATE SURVEY LINE F EXISTING CENTERLINE s 1 a EDGE OF ASPHALT ----OHE-- '— OVERHEAD ELECTRIC Tto'e:. ER a 1.558 ACRE ass J� ELECTRIC EASEMENT NO. 1 SITUATED IN THE vliy N. MEISENHAMER SURVEY, ABSTRACT NO. 810 j CITY OF DENTON, DENTON COUNTY, TEXAS �� DME13222 SHEET 5 OF 11 EXHIBIT "B" 55' EXISTING 15' WATER LINE EASEMENT VOL. 4795, PG. 830 R.P.R.D.C.T. EXISTING 15' ELECTRIC EASEMENT VOL. 519, PG. 165 D.R.D.C.T. II II l) EXISTING 15' GTE SOUTHWEST EASEMENT VOL 3079, PG. 632 D.R.D.C.T. it t0 LO 30cc Uj M = o m O W y Z Z f �) Z tnp m i) 3 �I 0 50 100 . � ^ lie,, SCALE: 1 — 50' r, a C M M Re N 0 O O aJ —MATCHLINE SEE SH. 7 OF 11 EXISTING 20' ENERGY ASSETS OPERATING COMPANY EASEMENT DOC. NO. 2007-142652 R.P.R.D.C.T. ELECTRIC EASEMENT No. 1 1.558 ACRES RAYZOR INVESTMENTS, LTD. SECTION 3, TRACT FOURTEEN PART OF CALLED 76.36 ACRES VOL. 1796, PG. 601 D.R.D.C.T. SAVE AND EXCEPT VOL 697, PG. 217 NOTES: MATCHLINE - SEE SH. 5 OF 11 1. Bearings of lines shown hereon are referenced to Grid North of the Texas Coordinate System of 1983 (North Central Zone: NAD83(2011) EPOCH 2010) as derived locally from Western Data Systems Continuously Operating Reference O F Stations (CORS) via Real Time Kinematic (RTK) methods The distances shown . ++••'•.... hereon represent surface values utilizing an Average Combination Factor of �Q;+G 1 RFo •+'9 1 M47317 to scale from grid to surface.�. • ? •to 2. This exhibit was prepared without the benefit of a current Idle commitment. Additional easements, rights-of-way and/or other matters of record may affect this tract that are not shown hereon. teague nail & perkins tnp1$17 Car** Place Drive, Suht 720 otnton, Taw. 76205 940.7/3,4177 Ph 040.383,8026 19 TODD B. TURNER ................ v...... LEGEND A CALCULATED POINT O 112 IRON ROD FOUND UNLESS NOTED OTHERVIASE CK CONTROLLING MONUMENT ® TELEPHONE UTILITY 79. POVLER POLE E GUY WARE UTILITY SIGN UNLESS NOTED OTHERYISE FOM I FWER OPTIC MARKER EASEMENT BOUNDARY PROPERTY LINE ^— EXISTING EASEMENT ^^ APPROXIMATE SURVEY LINE q EXISTING CENTERLINE a EDGE OF ASPHALT --OHE— — OVERHEAD ELECTRIC 1.558 ACRE ELECTRIC EASEMENT NO. 1 SITUATED IN THE FA N. MEISENHAMER SURVEY, ABSTRACT NO. 810 CITY OF DENTON, DENTON COUNTY, TEXAS DME13222 SHEET 6 OF 11 LEGEND I6 CALCULATED POINT O 1/2 IRON ROD FOUND UNLESS NOTED OTHERVASE Gu CONTROLLING MONUMENT ® TELEPHONE UTILITY POVIER POLE F GUYNNiE 4 UTILITY SIGN UNLESS NOTED OTHERVNSE FOM I FIBER OPTIC MARKER EASEMENT BOUNDARY PROPERTY LINE EXISTING EASEMENT APPROXIMATE SURVEY LINE r, EXISTING CENTERLINE EDGE OF ASPHALT --OHE— — OVERHEAD ELECTRIC ! a ` IIOt � tnp t STORM DRAIN MANHOLE j a it 55' 0 50 100 SCALE: 1" = 50' APPROXIMATE SURVEY UNE itMy DRAINAGE EASEMENT DOC. NO. 93-035031 Tit ^_R.P.R.D.C.T. PROPERTYUNE ' CITY OF DENTON BTO!>-"- 0.631 ACRES ------ 086 SIGN c ( ORDINANCE N0.93-(� ' " CONC. CURB FSR STREET AND UTILITY PURPOSES DOC. NO.93-035030 . P.R.D.C.T. Ag� 25.00'W r-2 R. S 88°3339" E 536.26' 4 W M 'v 0 O Q 132.4' 01 16' PUBLIC UTILITY EASEMENT O EXHIBIT CV) "B11 I S 88'33'39" E 1 42.50' RAYZOR INVESTMENTS, LTD. SECTION 3, TRACT FOURTEEN 3 PART OF CALLED 76.36 ACRES !h VOL. 1796, PG. 601 cc D.R.D.C.T. c�tit°r`\.J� ca `t7'c ' O I y _ EASEMENT No. 1 9.558 ACRES RAYZOR INVESTMENTS, LTD. cc SECTION 3, TRACT THIRTEEN I I CALLED 26.466 ACRES VOL. 1796, PG. 601 m D.R.D.C.T. W W EXISTING 15 ELECTRIC EASEMENT 1111 Q] VOL. 519, PG. 165 Z Q D.R.D.C.T. ZzO EXISTING 15 GTE SOUTHWEST EASEMENT VOL. 3079, PG. 632 m D.R.D.C.T. STORM DRAIN MANHOLE j a it 55' 0 50 100 SCALE: 1" = 50' APPROXIMATE SURVEY UNE itMy DRAINAGE EASEMENT DOC. NO. 93-035031 Tit ^_R.P.R.D.C.T. PROPERTYUNE ' CITY OF DENTON BTO!>-"- 0.631 ACRES ------ 086 SIGN c ( ORDINANCE N0.93-(� ' " CONC. CURB FSR STREET AND UTILITY PURPOSES DOC. NO.93-035030 . P.R.D.C.T. Ag� 25.00'W r-2 R. S 88°3339" E 536.26' 4 W M 'v 0 O Q 132.4' 01 16' PUBLIC UTILITY EASEMENT O DOC. NO.93035032 CV) R.P.R.D.C.T. I S 88'33'39" E 1 42.50' RAYZOR INVESTMENTS, LTD. SECTION 3, TRACT FOURTEEN PART OF CALLED 76.36 ACRES !h VOL. 1796, PG. 601 D.R.D.C.T. SAVE AND EXCEPT VOL 697, M. 217 0 O ELECTRIC y _ EASEMENT No. 1 9.558 ACRES MATCHLINE - SEE SH. 6 OF 11 NOTES: 1. Bearings of lines shown hereon are referenced to Grid NOM of the Texas Coordinate System of 1983 (North Central Zone: NAD83(2011) EPOCH 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (CORS) via Real Time Kinematic (RTK) methods. The distances shown hereon represent surface values Utilizing an Average Combination Factor of 1.000147317 to scale from grid to surface. 2. This exhibit was prepared without the benefit of a current title commitment. Additional easements, rights-of-way and/or other matters of record may affect this tract that are not shown hereon. League nail & parkins 1317 Centre., Drive.05 320 Denton, Te.oe 76T03 940.383.4177 Ph 940.383.80261. tnpwww.lnpinc.com UNE BEARING I DISTANCE L2 I S 88'33'39" E 1 42.50' 1.558 ACRE ELECTRIC EASEMENT NO. 1 SITUATED IN THE N. MEISENHAMER SURVEY, ABSTRACT NO. 810 CITY OF DENTON, DENTON COUNTY, TEXAS DME13222 SHEET 7 OF 11 EXHIBIT "B" I CONIC, GRAVEL DRIVE DRIVE I t 1.65' I L1 23.35' 1/2'IRF SP h (CM) 0 50 100 SCALE: 1" = 50' LEGEND ® CALCULATED POW O V! IRON ROD FOUND UNLESS NOTED OTHERWSE C CONTROLLING MONUMENT ® TELEPHONE UTILITY POWER POLE E GUY WIRE a UTILITY SIGN UNLESS NOTED OTHERWISE FOM I FIBER OPTIC MARKER EASEMENT BOUNDARY PROPERTY LINE ----- EXISTING EASEMENT APPROXIMATE SURVEY LINE rt EXISTINGCENTERLINE EDGE OF ASPHALT --OHE— — OVERHEAD ELECTRIC F� N o`er)• � 3 Fo r � H� GTE t� •> TELE Lo j (I� EXISTING 15' ELEC IC EAS TFOM VOL. 619, PG. 165 D.R.D.C.T. zIW I SIGN RIGHT LANE MUST TURN O EXISTING 16' GTE SOLITHWIST EASE VOL, 3079, PG. 632 D.R.D.C.T. ENT I 0 50 100 SCALE: 1" = 50' LEGEND ® CALCULATED POW O V! IRON ROD FOUND UNLESS NOTED OTHERWSE C CONTROLLING MONUMENT ® TELEPHONE UTILITY POWER POLE E GUY WIRE a UTILITY SIGN UNLESS NOTED OTHERWISE FOM I FIBER OPTIC MARKER EASEMENT BOUNDARY PROPERTY LINE ----- EXISTING EASEMENT APPROXIMATE SURVEY LINE rt EXISTINGCENTERLINE EDGE OF ASPHALT --OHE— — OVERHEAD ELECTRIC F� o`er)• � 3 Fo r � H� W� Lo j (I� WW m zIW LU Z O _ I w � N O 0 32.7' 55' "^— PROPERTYLlNE (/ (POINT OF BEGINNING EE N� POINT OF) COMMENCING EE.�. N 1!2"GIBE ALLIANCE" (CM) F, O) T11 � FRAME HOUSE ; CITY OF DENTON, TEXAS CALLED 1.334 ACRES DOC. NO. 2016-25144 O.R. D.C.T. N 89027'53" W 209.84' � RAYZOR INVESTMENTS, LTD.LO SECTION 3, TRACT THIRTEEN CALLED 26.466 ACRES VOL. 1796, PG. 601 Irl D.R.D.C.T. t1 - C4 0 0 0 co ELECTRIC '400 EASEMENT No. 2 1.360 ACRES �O�ill I go NOTES. MATCHLINE -SEE SH. 9 OF 11 1. Bearings of lines shown hereon are referenced to Grid North of the Teras Coordinate System of 7983 (Noah Central Zona: NAD83(2011) EPOCH 2010) as OF derived locally from Western Data Systems Continuously Operating Reference '(�;.•••••••.,! Stations (CORS) via Real Time Krnttrrla9D (RTK ettC methods, The distances shownIST ERFO 9� hereon represent surface values utiSizin an Average ,gam 7.000147317 to scale from grid to surface. iwl 2 This exhibit was prepared without the benefit of a current title commitment TODD B. TURNER Additional easements, rights•of•way and/or other matters of record may affect this "y """"""""' ";'• tract that are not shown txrLs�n, : •0 4859 teague Hall & parkins �•� .�• 1517 Centre ►len Wive, Seip 710 U Rv ti Deni°n, Tee°. 76105 ittnp 940.383.4177 ph two.aes.eozar. „ www.tnptnc.c°m LINE BEARING DISTANC� L1 S 89'2753" E 42.50' 1.360 ACRE ELECTRIC EASEMENT NO.2 11 SITUATED IN THE N. MEISENHAMER SURVEY, ABSTRACT N0.810 CITY OF DENTON, DENTON COUNTY, TEXAS DME13222 SHEET 8 OF EXHIBIT "B" EXISTING 15' GTE SOUTHW15ST VOL. 3079, PG. 632 D.R.D.C.T. I LEGEND A CALCIR.ATED POINT O 1Q IRON ROD FOUND UNLESS NOTED OTHERNISE cu CONTROLLING MONUMENT M TELEPHONE UTILITY POKER POLE E GUY WIRE UTILITY SIGN UNLESS NOTED OTHERWSE FOM I FIBER OPTIC MARKER EASEMENTBouNDARY PROPERTY LINE EXISTING EASEMENT APPROXIMATE SURVEY LINE F EXISTING CENTERLINE EDGE OF ASPHALT --�01 E—' — OVERHEAD ELECTRIC 1. Bearings of lines shown hereon are referenced to Grid North of the Texas li Coordinate System of 1983 (North Central Zone: NAD83(2011) EPOCH 2010) as MATCHLINE SEE SH. 8 OF 11 w Q% w Ci Q;• t S T ER''• i" «. 4 LO T M ■ 560 ACRE 2. This exhibit was prepared without the benefit of a current title commitment.............................. CD Additional easements, rights-of-way and/or other matters of record may affect this r tract that are not shown teen CD z tnpl� 1I w ;i m Rv � CITY OF DENTON , DENTON COUNTY, TEXAS C ZI'� ZQ r O t ": 0 m� 0 Cr) 0 ( CONIC. DRIVE z 1 EXISTING 15' ELECTRIC EASEIE �z co VOL 519, PG. 165 ELECTRIC D.R.D.C.T. EXISTING 15' GTE SOUTHW15ST VOL. 3079, PG. 632 D.R.D.C.T. I LEGEND A CALCIR.ATED POINT O 1Q IRON ROD FOUND UNLESS NOTED OTHERNISE cu CONTROLLING MONUMENT M TELEPHONE UTILITY POKER POLE E GUY WIRE UTILITY SIGN UNLESS NOTED OTHERWSE FOM I FIBER OPTIC MARKER EASEMENTBouNDARY PROPERTY LINE EXISTING EASEMENT APPROXIMATE SURVEY LINE F EXISTING CENTERLINE EDGE OF ASPHALT --�01 E—' — OVERHEAD ELECTRIC 20 32.3 _ RAYZOR INVESTMENTS, LTD. SECTION 3, TRACT THIRTEEN 55'��''_.A.,: CALLED 26.466 ACRES „� VOL. 1796, PG. 601 D.R.D.C.T. 1. Bearings of lines shown hereon are referenced to Grid North of the Texas r z N Coordinate System of 1983 (North Central Zone: NAD83(2011) EPOCH 2010) as MATCHLINE SEE SH. 8 OF 11 w Q% w Ci Q;• t S T ER''• i" «. 4 LO T M ■ 560 ACRE 2. This exhibit was prepared without the benefit of a current title commitment.............................. CD Additional easements, rights-of-way and/or other matters of record may affect this r tract that are not shown teen CD z tnpl� 1I w ;i N Rv � CITY OF DENTON , DENTON COUNTY, TEXAS C-4 r O t ": 0 a` 0 Cr) 0 z �z co ELECTRIC EASEMENT No. 2 " "r} 9.360 ACRES 20 32.3 _ RAYZOR INVESTMENTS, LTD. SECTION 3, TRACT THIRTEEN 55'��''_.A.,: CALLED 26.466 ACRES „� VOL. 1796, PG. 601 D.R.D.C.T. NOTES: MATCHLINE - SEE SH. 10 OF 11 1. Bearings of lines shown hereon are referenced to Grid North of the Texas r z N Coordinate System of 1983 (North Central Zone: NAD83(2011) EPOCH 2010) as r Q% w Ci Q;• t S T ER''• i" «. 4 scale grid surface. ■ 560 ACRE 2. This exhibit was prepared without the benefit of a current title commitment.............................. TODD B. TURNER Additional easements, rights-of-way and/or other matters of record may affect this r tract that are not shown teen ••••' v~••••••••••••• `•:' z tnpl� 1I w ;i CV) a Rv � CITY OF DENTON , DENTON COUNTY, TEXAS N �s o d' ` T p 0 50 100 Cr) SCALE: 1"= 50' NOTES: MATCHLINE - SEE SH. 10 OF 11 1. Bearings of lines shown hereon are referenced to Grid North of the Texas Coordinate System of 1983 (North Central Zone: NAD83(2011) EPOCH 2010) as derived locally from Western Data Systems Continuously Operating Reference Q% Stations (CORS) via Real Time Kinematic (RTK) methods. The distances shown............ hereon Average Combination Factor Q;• t S T ER''• i" represent surface values Utilizing an of 1.000147317 to from to G ; scale grid surface. ■ 560 ACRE 2. This exhibit was prepared without the benefit of a current title commitment.............................. TODD B. TURNER Additional easements, rights-of-way and/or other matters of record may affect this r tract that are not shown teen ••••' v~••••••••••••• `•:' ELECTRIC EASEMENT NO.2 Teague Hall &parkins 4859 '• F •• SITUATED IN THE N. MEISENHAMER SURVEY, ABSTRACT NO. 810 1317 Centre Place Drive, 05 22o tnpDenten, Texas 76205 .., 940.383,4177 ph 940,282.8026 Ix Rv � CITY OF DENTON , DENTON COUNTY, TEXAS ,.. T .X www.Mplx.aern ! DME13222 SHEET 9 OF 11 LEGEND ® CALCULATED POINT O It21RON ROD FOUND UNLESS NOTED OTHERVdSE 'GLc` CONTROLLING MONUMENT ® TELEPHONE UTILITY 1& POKER POLE E GUY WIRE a UTILITY SIGN UNLESS NOTED OTHERWISE FOM I FIBER OPTIC MARKER EASEMENT BOUNDARY PROPERTY LINE EXISTING EASEMENT — — APPROXIMATE SURVEY LINE F EXISTING CENTERLINE EDGE OF ASPHALT —OHE— — OVERHEAD ELECTRIC CONC. RAINAC FLUME (I W� 1 H IIO w Z �IQ �Oz o0 Qj II EXISTING 15' GTE SOUTHWEST I VOL. 3079, PG. 632 D.R.D.C.T. EXHIBIT "B" ,- 55' N M W al 32.2' EXISTING 15' ELEAIC EASEMENT VOL. 519, PG. 165 D.R.D.C.T. MATCHLINE SH. 9 OF 11 RAYZOR INVESTMENTS, LTD. SECTION 3, TRACT THIRTEEN CALLED 26.466 ACRES VOL. 1796, PG. 601 D.R.D.C.T. iA r O Ogg g N O O ELECTRIC / EASEMENT No. 2 9.360 A CRSS Mp a� , 0 50 100 .� SCALE: 1"= 50' NOTES: MATCHLINE - SEE SH. 11 OF 11 1, Bearings o1 lines shown hereon are referenced to Grid North of the Texas Coordinate System of 1983 (North Central Zone: NA083(2011) EPOCH 2010) as derived locally from Western Data Systems Continuously Operating Reference Real Q F ',Kl••••'•••• T�f` Stations (CORS) via Time Kinematic (RTK) methods. The distances shown hereon represent surface values utilizing an Average Combirmtion Factor of I S T ERF• 1 000147317 to from to �Q;•�p •� O :9� scale grid surface, y� "•'•••'••••••'••'••'•••"'••• 1.360 ACRE 2. This exhibil was prepared without the beneftofacwreMtitle commitment, TODD B. TURNER Additional easements, rights-of-way andfor other matters of record may affect this hereon. •"'�•••••••••••••••• ••••� •• ELECTRIC EASEMENT NO Z frac! that are not shown �• 0 485�; league naI18L Perkins �'» SITUATED IN THE np I517 Cenbe Place Dri", S.;Ie 320 Deafen, Texas 76205 URv / N. MEISENHAMER SURVEY, ABSTRACT NO. 810 CITY OF DENTON, DENTON COUNTY, TEXAS va.s6aA1nP1 v4o.aa�.e@s6►xo t WoDME13222 SHEET 10 OF 11 EXHIBIT "B" EXISTING 15' ELECTRIC EA VOL. 519, PG. 165 EXISTING 15' GTE SOUTHWEST VOL. 3079, PG. 632 l D.R.D.C.T. cc x W � �m 3 til - W Q Z cr �O z 0 m STC 0 50 100 SCALE: 1"= 50' LEGEND ® CALCULATED PONT O iR IRON ROD FOUND UNLESS NOTED OTHERWSE CM CONTROLLING MONUMENT Q TELEPHONE UTILITY POKER POLE E GUY WIRE UTILITY SIGN UNLESS NOTED OTHERWISE FOM I FIBER OPTIC MARKER EASEMENT BOUNDARY PROPERTY LINE ^^^® EXISTING EASEMENT — — APPROXIMATE SURVEY LINE 4, EXISTING CENTERLINE EDGE OF ASPHALT OVERHEADELECTRIC NOTES: 1. Bearings of lines shown hereon are referenced to Grid North of the Texas Coordinate System of 1983 (North Central Zone: NAD83(2011) EPOCH 2010) as derived locally from Western Data Systems Continuously Oparaling Reference Stations (CORS) via Real Time Kinematic (RTK) methods. The distances shown hereon represent surface values utilizing an Average Combination Factor of 1.000147317 to scale from grid to stnface- 2. This exhibit was prepared without the benefit of a current title commitment - Additional easements, rights-of-way and/or other matters of record may affect this tract that are not shown hereat. teague nall 8t- perkins I S 17 Centre Place Drire, S.';M 720 Den/an, T*-. 76205 940.287.41" ph 940.787.80261. tnpz _ w.nw.tnp{ric.tom MATCHLINE SEE SH. 10 OF 11 RAYZOR INVESTMENTS, LTD. SECTION 3, TRACT THIRTEEN CALLED 26.466 ACRES VOL. 1796, PG. 601 D.R.D.C.T. ELECTRIC EASEMENT No. 2 1.360 ACRES CITY OF DENTON —?- 0.831 ACRES . ORDINANCE NO. 93-088 e FOR STREET AND UTILITY PURPOSES " DOC. NO.93-035030 R.P.R.D.C.T. LINE BEARING I DISTANCE L2 I N 88'33'39" W 1 42.50' RAYZOR INVESTMENTS, LTD. SECTION 3, TRACT FOURTEEN CALLED 76.36 ACRES VOL. 1796, PG. 601 D.R.D.C.T. F..OF..; ................... TODD B. TURNER ki° "11.560 ACRE ELECTRIC EASEMENT NO.2 SITUATED IN THE / N. MEISENHAMER SURVEY, ABSTRACT NO. 810 CITY OF DENTON, DENTON COUNTY, TEXAS DME13222 SHEET 11 OF 11 EXHIBIT "C" Form of Deed Attached Hereto. Bonnie Brae/Riney Tract Exchange Rayzor Investments — City of Denton Exhibit "C" SPECIAL WARRANTY DEED NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. THE STATE OF TEXAS § § KNOW ALL PERSONS BY THESE PRESENTS: COUNTY OF DENTON § CITY OF DENTON, a Texas home rule municipal corporation ("Grantor"), for good and valuable consideration to it paid by RAYZOR INVESTMENTS, LTD., a Texas limited partnership ("Grantee"), whose mailing address is P.O. Box 336, Denton, Texas 76202, the receipt and sufficiency of which are hereby acknowledged and confessed, has GRANTED, BARGAINED, SOLD, and CONVEYED, and by these presents does GRANT, BARGAIN, SELL, and CONVEY unto the Grantee that certain tract of land ("Land") described in Exhibit "A" hereto, together with all improvements thereon and all of Grantor's rights and interest, if any, in and to all roads, streets, alleys, privileges, association rights and easements belonging or appurtenant to the Land, and all development entitlements, permits, licenses and existing approvals of any governmental authority relating to the development, construction, use or operation of the Land (herein collectively called the "Property"). This Deed is executed by Grantor and accepted by Grantee subject to the following: (i) Assumed Taxes as hereinafter defined, (ii) any and all restrictions, reservations, covenants, conditions, rights-of-way, easements, and encumbrances of public record, (iii) the encumbrances and other matters listed in Exhibit "B" hereto, and (iv) all municipal or other governmental zoning laws, regulations and ordinances, if any, affecting the Property (collectively, the "Permitted Encumbrances"). Grantor's Retained Easement: Grantor hereby retains from the conveyance of the Property the following perpetual and continuing easement rights within portions of the Property (the "Retained Easement"; the areas subject to the Retained Easement, the "Retained Easement Areas"), which Retained Easement is reserved for the benefit of Grantor as follows: A non-exclusive easement and right of use (the "Utility Easement") in, over, across, through, and under the area or areas described or depicted on Exhibit "C" attached hereto ("Utility Easement Area") for any of the following the purposes: installing, erecting, operating, maintaining and/or servicing one or more above ground electric transmission and/or distribution power and/or communication lines, each consisting of a variable number of wires and cables, along with all necessary, convenient or desirable appurtenances, attachments and supporting structures, including without limitation, foundations, guy wires and guy anchorages, and structural components (collectively, the "Facilities"). Grantor will have the right to remove from the Retained Easement Areas, such fences, buildings, trees and vegetation and other obstructions as may now or hereafter be found upon Special Warranty Deed City to RIL Page 1 said Retained Easement Areas; but only to the extent necessary to complete the construction of the above described Facilities and maintain same thereafter; provided, however Grantor will take reasonable efforts that are necessary to minimize interference with and removal of any of such items. The easement rights reserved herein include, subject to the herein below limitations, the right and privilege at all times of the Grantor herein, it or its agents, employees, workmen and representatives to have ingress, egress, and regress in, along, upon and across said Retained Easement Areas for the purpose of making additions to, improvements on and repairs to said Facilities or any part thereof. Notwithstanding the foregoing, except for poles, surface structures, and appurtenances affixed to the surface of the ground in order to provide direct structural support reasonably necessary and ancillary to the operation of aerial Facilities, all Facilities will be located above said Retained Easement Areas at or above a vertical height that conforms to Denton Municipal Electric Standards and that meets or exceeds minimum vertical heights required by the National Electric Safety Code. Grantee shall have for itself, its successors and assigns, all rights in and to the Retained Easement Areas not herein specifically reserved by Grantor and the right to use and enjoy the surface and subsurface thereof for any and all purposes whatsoever, so long as the exercise of such rights and such use does not unreasonably interfere with the rights herein reserved by Grantor, and these Grantee rights shall specifically include the right of passage over the Retained Easement Areas. Grantee, its successors and assigns shall have the right to use the Retained Easement Areas for the location, construction, reconstruction, relocation and operation of such pipelines, transmission lines, drainage lines and other utility lines and facilities ("Grantee Facilities"), including the right to construct on the surface of the Retained Easement Areas, landscaping at or above grade (including turf, perennials, annuals and ground cover, but excluding trees), paving and fencing (the "Permitted Improvements") and to use the surface of the Retained Easement Areas for the parking of motor vehicles and trailers, all as necessary or desired in connection with Grantee's use and/or development of the Property so long as Grantee's use of such groundspace does not unreasonably interfere with the rights herein retained by Grantor. In the event that Grantee, or Grantee's successors and assigns, chooses to locate Grantee Facilities within the Retained Easement Areas then the following shall apply: (i) Grantee's installation of any of Grantee's Facilities within the Retained Easement Areas shall be subject to the Denton Development Code and shall be subject to removal if the same interfere with the rights herein retained by Grantor. (ii) such Grantee Facilities shall only cross the Retained Easement Areas at not less than a 45 degree angle and no greater than a 90 degree angle to the centerline of the Retained Easement Areas, and there shall be no longitudinal installation of any of Grantee Facilities, including, but not limited to, fencing and pipelines of any type, within the Retained Easement Areas. (iii) if such Grantee Facilities are underground they shall be installed so as to maintain reasonable clearance from any existing or proposed Facilities. (iv) prior to construction or installation of Grantee Facilities within the Retained Easement Areas by Grantee or its successors or assigns, complete construction plans depicting the proposed Grantee Facilities shall be submitted to the City Engineer of the City of Denton ("City Engineer") for approval. Such approval will not be unreasonably withheld, conditioned or delayed. Any Special Warranty Deed City to RIL Page 2 installation or construction of non -approved Grantee Facilities shall be at -risk for future adjustment or relocation at the sole cost and expense of the owner of the Grantee Facilities. (v) within 60 days after completion of construction of Grantee Facilities, Grantee, or its successors or assigns, shall submit to the City Engineer complete as -built construction plans of the Grantee Facilities. (vi) if the installation of the Grantee Facilities disturbs the Facilities or Access Improvements (a "Grantee Installation Disturbance"), then upon completion of the installation of the Grantee Facilities, Grantee shall promptly restore the Facilities to substantially the same condition as existed immediately prior to the installation of the Grantee Facilities using industry standard materials and methods; provided, however, in remedying any Grantee Installation Disturbance, Grantee will not be required to incur any cost or obligation to improve, expand or upgrade the Facilities to a state or condition exceeding the condition that existed immediately prior to the installation of the Grantee Facilities, including without limitation any improvements, expansions or upgrades to the Facilities necessary to comply with then -current applicable federal, state, municipal, or other laws, statutes, codes, restrictions, regulations, ordinances and orders, which improvements, expansions or upgrades shall be Grantor's responsibility and at its sole cost and expense. (vii) in all cases where there will be joint use of the Retained Easement Areas by Grantee and Grantor, or their successors or assigns, such parties agree to act reasonably, in good faith and in full cooperation with the other(s) to assure that the parties' respective facilities and operations within the Retained Easement Areas will not conflict or create safety issues caused by such joint usage and will not endanger or interfere with the construction, efficiency or convenient operation and maintenance of the respective facilities so installed and operated. Grantor, at its sole cost and expense, shall perform or cause to be performed all work necessary in connection with any Facilities (the "Work") in a good and workmanlike manner in conformance with sound and acceptable engineering practices as expeditiously as possible. In performing the Work or causing the Work to be performed, Grantor shall make adequate provisions for the safety and convenience of Grantee, its agents, representatives, employees, licensees, and invitees, and shall cause all of the Work to be cleaned up promptly in order to minimize disruption or inconvenience, and coordinate the Work with Grantee's contractors and subcontractors. Grantor shall at all times construct, keep, maintain, use, operate or remove the Facilities in a safe manner and in full compliance with all applicable federal, state, municipal, or other laws, statutes, codes, restrictions, regulations, ordinances and orders. Grantee shall have no obligation monetary or non -monetary, to maintain the Retained Easement Areas. Once easement activities of Grantor hereunder have commenced, Grantor shall take reasonable steps to prosecute the completion of its Facilities or other activities diligently and continuously and in a manner designed to expedite the completion of its Facilities and activities and to avoid unreasonable or material interference with the business activities of Grantee. To the extent safety permits as solely determined by Grantor, Grantor shall provide Grantee, its agents, employees and invitees with reasonable access over and across the Retained Special Warranty Deed City to RIL Page 3 Easement Areas, for vehicular and pedestrian traffic, to and from the Property and public rights of way adjoining the Property. Grantee agrees to assume and be solely responsible for payment of all ad valorem and similar taxes and assessments affecting the Property for the year 2017 (the "Assumed Taxes") and Grantee covenants and agrees to pay such amounts to the appropriate taxing authorities on or before delinquency thereof and shall indemnify and hold Grantor harmless from and against any and all such taxes and subsequent assessments and all interest and penalties thereon. TO HAVE AND TO HOLD the Property together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee, its legal representatives, successors, and assigns forever; and Grantor does hereby bind itself, its legal representatives, successors, and assigns to WARRANT AND FOREVER DEFEND all and singular the Property, subject to the Permitted Encumbrances, unto Grantee, its legal representatives, successors, and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof by, through or under Grantor, but not otherwise. WITNESS THE EXECUTION HEREOF on the dates indicated in the acknowledgements below, but to be effective for all purposes as of the day of , 2017. [Signature Page Below] Special Warranty Deed City to RIL Page 4 Special Warranty Deed Signature Page GRANTOR: CITY OF DENTON, a Texas home rule municipal corporation M Howard Martin, Interim City Manager Executed by City of Denton on the day of 2017. ATTEST: JENNIFER WALTERS, CITY SECRETARY M - APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY M Notice Address: City of Denton, Texas - City Attorney 215 E. McKinney Street Denton, Texas 76201 Tel. No. (940) 349-8333 Fax No. (940) 382-7923 After recording, return to: Rayzor Investments, Ltd. c/o The Rayzor Company P.O. Box 336 Denton, Texas 76202 Special Warranty Deed City to RIL Page 5 EXHIBIT A Property Description LEGAL DESCRIPTION BEING a 1.334 am tract of land situated In the N. Melsenhamer Survey. Abstract No. 810, City of Denton, Denton County, Texas, and being known as that traict of land described In a Dead to Deborah Collinsworth, as recorded In Document No. 90-127WI of the Real Property Records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a 1/2 inch iron rod found for corner in the East line of Bonnie Brae Street (a variable width dohl-of-way), said point being the Southw*st comer of the above cited Collinsworth tract, said point also being in the North line of a called 26,466 acre tract of tend described as Section 3, Tract Thirteen In a Deed to Raynor Investments, Ltd,, as recorded In Volume 1796, Page 601 of the Deed Records of Denton County, Texas, from which the Northwest comer of said 26,466 acre tract bears North 89'2753" West a distance of 1.65 lea, THENCE North OW36'110* East (Noilh — Deed) along the East line of said Bonnie Brae Street, for a distance of 210.92 feet (210,70'— Deed) to a 112 Inch capped iron rod found for corner at the intersection of the East line of said Bonnie Brae Street with the South line of Riney Road (a variable width right-of- way), said point being the Northwest comer of said Collinsworth tract, THENCE South 89'244T East (East — Deed) along the South line of said Riney Road, for a distance of 275,64 feet (275.67— Deed) to a 5/8 inch iron rod with cap stamped 'TNP' set for corner at the Northeast comer of said Collinsworth tract; THENCE South 66"35'11* West (South — Deed) departing the South line of said Riney Rand along the East line of said Cotlinsworth tract, passing the Northwest corner of Lot One, Block One per the Final Plot of B.F. Price Addition, as recorded in Cabinet C, Page 126 of the Plat Records of Denton County, Texas, at a distance of 10.00 feet, and continuing along the East line of said Collinsworth tract and the West fine of said Lot One, for a total distance of 210.67 feet f210.70'— Deed) to a 112 Inch iron rod with cap stamped, 0AIIiame* found for corner at the Southeast comer of sold Collinsworth tract and the Southwest corner of said Lot One, said point also being in the North line of said 26.466 acre tract; THENCE North 89'27'53" West (West —trod) along the South line of said Collinsworth tract and the North line of said 26,466 acre tract, for a distance of 27570 feet (275.67'— Deed) to the POINT OF BEGINNING, and containing 1.334 acres of land, more or toss. Special Warranty Deed City to RIL Exhibit "A" EXHIBIT B [Copy and Paste Title Commitment Special Exceptions, If Any] Special Warranty Deed City to RIL Exhibit "B" EXHIBIT "C" Utility Easement Area Legal Description and Map Drawing Attached Hereto Special Warranty Deed City to RIL Exhibit "C" ELECTRIC EASEMENT RESERVATION City of Denton Tract BEING a 0.491 acre tract of land situated in the N. Meisenhamer Survey, Abstract No. 810, City of Denton, Denton County, Texas, and being part of a called 1.334 acre tract of land described in a Deed to the City of Denton, Texas, as recorded in Document No. 2016-25144 of the Official Records of Denton County, Texas, and being more particularly described as follows: COMMENCING at a 1/2 inch iron rod found for corner in the East line of Bonnie Brae Street (a variable width right-of- way), said point being the Southwest comer of the above cited 1.334 acre tract, said point also being in the North line of a called 26.466 acre tract of land described as Section 3, Tract Thirteen in a Deed to Rayzor Investments, Ltd., as recorded in Volume 1796, Page 601 of the Deed Records of Denton County, Texas, from which the Northwest corner of said 26.466 acre tract bears North 89°27'53" West a distance of 1.65 feet; THENCE South 89°27'53" East along the South line of said 1.334 acre tract and the North line of said 26.466 acre tract, for a distance of 23.35 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner at the POINT OF BEGINNING for the herein described easement; THENCE North 00°27'15" East departing the South line of said 1.334 acre tract and the North line of said 26.466 acre tract, for a distance of 178.53 feet to a 5/8 inch iron rod with cap stamped "TNP" set for comer; THENCE North 45°34'43" East for a distance of 28.22 feet to a 5/8 inch iron rod with cap stamped "TNP" set for comer, THENCE South 89°17'49" East for a distance of 232.80 feet to a 5/8 inch iron rod with cap stamped "TNP" set for comer in the East line of said 1.334 acre tract, said point also being in the West line of Lot One, Block One per the Final Plat of B.F. Price Addition, as recorded in Cabinet C, Page 126 of the Plat Records of Denton County, Texas, from which a 5/8 inch iron rod with cap stamped "TNP" found for the Northeast corner of said 1.334 acre tract bears North 00°35'11" East a distance of 12.88 feet; THENCE South 00°35'11" West along the East line of said 1.334 acre tract and the West line of said Lot One, for a distance of 62.50 feet to a point for comer, from which a 1/2 inch iron rod with cap stamped "Alliance" found for the Southeast comer of said 1.334 acre tract and the Southwest comer of said Lot One bears South 00°35'11" West a distance of 135.29 feet; THENCE North 89°17'49" West departing the East line of said 1.334 acre tract and the West line of said Lot One, for a distance of 210.16 feet to a point for comer; THENCE South 00°27'15" West for a distance of 135.91 feet to a point for comer in the South line of said 1.334 acre tract and the North line of said 26.466 acre tract; THENCE North 89"27'53" West along the South line of said 1.334 acre tract and the North line of said 26.466 acre tract, for a distance of 42.50 feet to the POINT OF BEGINNING, and containing 0.491 acres of land, more or less. NOTE., Bearings are referenced to grid north of the Texas Coordinate System of 1983 (North Central Zone; NAD83(2011) Epoch 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (CORS) via Real Time Kinematic (RTK) survey methods. Distances represent surface values utilizing an average combination scale factorof 1.000147317 to scale from grid to surface. 0.491 Acre Electric Easement Reservation - City of Denton Tract Page 1 of 2 OF" Todd B. Turner, R.P.L.S. No. 4859 yA4 °�sTe' Teague Nall & Perkins ��"-"---"-----" 1517 Centre Place Drive, Suite 320 rood a. Tu Denton, Texas 782059 485 940-383-4177 c Date: May 16, 2016 oss. 0.491 Acre Electric Easement Reservation - City of Denton Tract Page 1 of 2 FF I/ W13 W C9 Q W� Oz IN NOTES: NORTH LAKES SUBSTATION ADDITION DOC. NO. 2015-148 P.R.D.C.T. LOT3 PER JUDGEMENT VOL 524, PG. 119 D.R C.T. RINEY ROAD---,, (VARIABLE W/DTWR- ]GHT-OFWA10 S 89017'49" E NU ELECTRIC EASEMENT RESERVATION 'NPOINT OF BEING 0.491 ACRES SITUATED IN THE N. MEISENHAMER SURVEY, ABSTRACT NO. 810 URS CITY OF DENTON, DENTON COUNTY, TEXAS W MOINNINO RAYZOR IWESTMENTIS, LTD. SECTION 3, TRACT THIRTEEN CALLED 26.486 CRES I 798, PG.601 / W / A4 OUSTING IT aTE SOUTHWEST EASEMENT VOL 3079. PG. 632 D.R.D.C.T. EXISTING 19 QEFJI5EASEMENT41 VOL. 619,, PG. PO.185 I6 D.RD.C.T. 0 I 60 120 SCALE: 1" = 60' 1. Bearings of lines shown hereon are referenced to Grid North of the Texas Coordinate System of 1983 (North Central Zone: NAD63(2011) EPOCH 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (CORS) via Real Time Kinematic (RTK) methods. The distances shown hereon represent surface values utilizing an Average Combination Factor of 1.000147317 to scale from grid to surface. 2. This survey was prepared with benefit of that certain Title Commitment, GF No. 156339, with effective dale of February 9, 2016, provided by Tolle Resources Guaranty Company. For easements, rightscflvay aldfor other matters of record that may affect this tract, the surveyor relied Soley on said title commitment League nall S perkins 1517 Cunha Place Drive, 05 320 Donlon, Texas 76205 np 940.967A177 ph %0.363.6076 rn v177 ph PMc.o•m TALP.L.S. Flan Na. 10011601 gqdw bp�3CD O LOT 1 ret aa�j°� � o D � �Qa �oo �Rh df 1 SURVEYUNE ASPHALT �B•CJRF 7NP' _ 1 ./ PAVEIJENT / Ir, -12.88' LOT ONE BLOCK ONE 0) B.F. PRICE ADDITION N CAB. C. P0.128 P.R.D.C.T. a ��a ao° �qo 11f�D c DS o ie 0 9 112, Cm AutaNCF' LEGEND ® I CALCULATED POINT O 112 IRON ROD FOUND UNLESS NOTED OTHERWSE O 6A CAPPED IRON ROD STAMPED 'TNP' SET CONTROLLING MONUMENT ® ELECTRIC METER (EM) POWER POLE (PP) a UTILITY SIGN UNLESS NOTED 07HERVASE O.R.D.C.T. OFFICIAL RECORDS DENTON COUNTYTEXAS P.R.D.C.T. PLAT RECORDS DENTON COUNTY TEXAS D.R.D.C.T. DEED RECORDS DENTON COUNTY TEXAS EASEMENTBOUNDARY PROPERTY LINE �—� EXISTING EASEMENT LINE — — APPROXIMATE SURVEY LINE —OHE— — —OHE— — — EXISTING OVERHEAD ELECTRIC UNE LINE TABLE LINE I BEARING DISTANCE Lt N 45'34'43" E 28.22' L2 I N 89-27-53- W 42.50 EXHIBIT "B" TODD B. TURNER ELECTRIC EASEMENT RESERVATION 0 4859 �f lS' east... Q '9ti •••S y BEING 0.491 ACRES SITUATED IN THE N. MEISENHAMER SURVEY, ABSTRACT NO. 810 URS CITY OF DENTON, DENTON COUNTY, TEXAS DME13222 SHEET 2 OF 2 EXHIBIT "D" Form of Dedication Deed Attached Hereto. Bonnie Brae/Riney Tract Exchange Rayzor Investments — City of Denton Exhibit "D" STREET RIGHT-OF-WAY DEDICATION DEED NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON § THAT RAYZOR INVESTMENTS, LTD., a Texas limited partnership (whose mailing address is P.O. Box 336, Denton, Texas 76202), hereinafter called "Grantor," for and in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration to Grantor in hand paid by the CITY OF DENTON, TEXAS, a home rule municipal corporation (whose mailing address is 215 E. McKinney Street, Denton, Texas 76201), hereinafter called "Grantee," the receipt and sufficiency of which is hereby acknowledged, and for which no lien is retained, express or implied, does GRANT, GIVE and CONVEY unto the Grantee all of Grantor's interest, if any, in that certain tract or parcel of land containing approximately 0.190 acres of land, situated in the City of Denton, Denton County, Texas, as more particularly described in Exhibit "A" attached hereto and made a part hereof for all purposes, together with all improvements situated thereon and all, and singularly the rights and appurtenances thereto and any and all right, title and interest of Grantor in and to any adjacent streets, alleys or rights-of-way, hereinafter collectively called the "Property." The Property is conveyed to Grantee to be used only for the following purposes (collectively, the "Permitted Purposes"): the construction, operation, use, maintenance, repair, alteration and replacement of a paved public street, and for all other purposes for which a public street is commonly used, including installing, repairing, maintaining, altering, replacing, relocating and operating utilities in, into, upon, over, across and under said Property. This conveyance is given and accepted subject to any and all restrictions, reservations, covenants, conditions, rights-of-way, easements, and encumbrances, of record, if any, and all municipal or other governmental zoning laws, regulations and ordinances, if any, affecting the herein -described Property and any other matters affecting the Property which would be disclosed by a physical inspection of the Property or an accurate survey of the Property (herein called the "Permitted Encumbrances"). Grantor hereby retains and reserves, for Grantor and its successors and assigns forever, all of the subsurface minerals of every kind and nature, including but not limited to oil, gas, and casing- head gas (the "Reserved Resources"), located in, under, and that may be produced from the Property. Grantor waives and releases, on behalf of Grantor and Grantor's successors and assigns, all rights of ingress and egress and all other rights to enter upon or to use the surface of the Property or any part thereof for purposes of exploring for, developing and/or producing the Reserved Resources in and under the Property; provided, however, nothing herein shall prevent Grantor or its successors and assigns from exploring for, developing and/or producing the Reserved Resources in and under the Property by pooling or by directional drilling under the Property from well sites located on other property. In no event shall Grantor have any liability or responsibility for any surface damage or injury to property or person as a result of the exploration and/or production of the Reserved Dedication Deed Page 1 Resources by any mineral lessee of Grantor, and Grantee agrees that Grantee shall pursue any such claims solely against such mineral lessee, however, any and all mineral lessee(s) shall exercise due regard for the Grantee's surface rights granted herein including reasonable measures to insure direct support of the surface estate. TO HAVE AND TO HOLD all of Grantor's right, title and interest in and to the Property unto the Grantee, its successors and assigns forever, so that neither Grantor nor its successors or assigns shall have, claim or demand any right or title to the Property or appurtenances or any part thereof. EXECUTED this day of 2017. RAYZOR INVESTMENTS, LTD., a Texas limited partnership By: The Rayzor Company, A Texas corporation, its general partner in Philip A. Baker, Vice President STATE OF TEXAS § COUNTY OF DENTON § This instrument was acknowledged before me this day of , 2017 by Philip A. Baker, Vice President of The Rayzor Company, a Texas corporation, general partner of Rayzor Investments, Ltd., a Texas limited partnership, on behalf of said limited partnership. Notary Public, State of Texas Printed name: My commission expires: Dedication Deed Page 2 Accepted this day of , 2017 for the City of Denton, Texas (Resolution No. M Paul Williamson Real Estate Manager After recording, please return to: City of Denton Utilities Engineering Department 901-A Texas Street Denton, Texas 76209 Attn: Paul Williamson Dedication Deed Page 3 EXHIBIT "A" Description of the Property [Attached Hereto] Dedication Deed Exhibit "A" EXHIBIT "A" DEDICATION TRACT City of Denton Tract BEING a 0.190 acre tract of land situated in the N. Meisenhamer Survey, Abstract No. 810, City of Denton, Denton County, Texas, and being part of a called 1.334 acre tract of land described in a Deed to the City of Denton, Texas, as recorded in Document No. 2016-25144 of the Official Records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a 1/2 inch iron rod found for corner in the East line of Bonnie Brae Street (a variable width right-of- way), said point being the Southwest comer of the above cited 1.334 acre tract, said point also being in the North line of a called 26.466 acre tract of land described as Section 3, Tract Thirteen in a Deed to Rayzor Investments, Ltd., as recorded in Volume 1796, Page 601 of the Deed Records of Denton County, Texas, from which the Northwest comer of said 26.466 acre tract bears North 89°27'53" West a distance of 1.65 feet; THENCE North 00°36'10" East along the East line of said Bonnie Brae Street, for a distance of 210.92 feet to a 1/2 inch capped iron rod found for comer at the intersection of the East line of said Bonnie Brae Street with the South line of Riney Road (a variable width right-of-way), said point being the Northwest comer of said 1.334 acre tract; THENCE South 89°2449" East along the South line of said Riney Road, for a distance of 275.64 feet to a 5/8 inch iron rod with cap stamped "TNP" found for the Northeast comer of said 1.334 acre tract; THENCE South 00°35'11" West departing the South line of said Riney Road, and along the East line of said 1.334 acre tract, passing the Northwest comer of Lot One, Block One per the Final Plat of B.F. Price Addition, as recorded in Cabinet C, Page 126 of the Plat Records of Denton County, Texas, at a distance of 10.00 feet, and continuing along the East line of said 1.334 acre tract and the West line of said Lot One, for a total distance of 12.88 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner, from which a 1/2 inch iron rod with cap stamped "Alliance" found for the Southeast corner of said 1.334 acre tract and the Southwest comer of said Lot One bears South 00°35'11" West a distance of 197.79 feet; THENCE North 89°17'49" West departing the East line of said 1.334 acre tract and the West line of said Lot One, for a distance of 232.80 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner; THENCE South 45°34'43" West for a distance of 28.22 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner; THENCE South 00°27'15" West for a distance of 178.53 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner in the South line of said 1.334 acre tract and the North line of said 26.466 acre tract; THENCE North 89°27'53" West along the South line of said 1.334 acre tract and the North line of said 26.466 acre tract for a distance of 23.35 feet to the POINT OF BEGINNING, and containing 0.190 acres of land, more or less. NOTE: Bearings are referenced to grid north of the Texas Coordinate System of 1983 (North Central Zone, NAD83(2011) Epoch 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (CORS) via Real Time Kinematic (RTK) survey methods. Distances represent surface values utilizing an average combination scale factor of 1.000147317 to scale from grid to surface. Field work was completed in May 2016. 7. Todd B. Turner, R.P.L.S. No. 4859 ••""'••'••••"•"'•" Teague Nall & Perkins ..V.Mo.a._tu T 1517 Centre Place Drive, Suite 320 %A 4859 Denton, Texas 76205 eq%to' s'°r� 940-383-4177 �� S Date: May 16, 2016 Revised: January 6, 2017 (Rename as Dedication Tract) 0.190 Acne Dedication Tract Page 1 of 2 POINT O BEOINNINO 1/2' iRF LL r Q W JU m W� Z NORTH LAKES SUBSTATION ADDITION P. R.D.C.T. .T.st LOT 3 LOT 1 �( o�' o�Op axe VvM00 o �'I OCS77MG RIGHT -0I -WAY CHAW UNKFENCE EXISTING 13' ELECTRIC EASEMENT ��aARe N7REFENC6 PER JUDGEMENT VOL 624, PG. 119 x x x x D.RD.C.T. RINEY ROAD A`'�'r/—" 47EBuRvEyL"''E (VARIABLE WIDTH RIGHT-OF-WAY) — AspwlT — -� t'.IRF•d` SPI)LJA!?� O a g" 275. C/RFRNP' .., ./, PANBLBJy>M/ ITICATV (coq S , -.F- x �, rTee N 891749" W 23.2.80' NORTHWST CORNER DEDICATION LO ONEATTIOO.W TRACT N 0.190 ACRES N B!! \ W ti spy CITY OF DENTON ) LOT ONE C Tee f� CALLED 1.334 ACRES T- BLOCK ONE O Opti DOC. NO.2016-25144 B.F. PRICE ADDITION f� O.R D.C.T. ' R CAB. C. P(3.126 :ri • fes r:i:i:(ii:'}::ri:i.: A(ETAL P.RD.C.T. OrSTORM �FPAP ::.: �: :irriO TER"OOD i e. . . . Q x BARBI�IRE PIP �•—x co go o E�...... CO) h DECKD DOO CONC: PEN OPoVE E"' ec�ae %i, 'A LCRF IANCE' WIRE FENCE L3 S 89027153"E 252.34' i BEARING sT L1 VOL 1708, PG. 601 BEARS RAYZOR INVESTMENTS, LTD. N 8912T63'W- 1.63' SECTION 3. TRACT THIRTEEN 28.22' CALLED 28 4W ACRES N 89'27'53" W w VOL. 1796, PG. 601 EXISTING 1S ELECTRIC EASEMENT DRD.C.T. w � 14UOD PP BEARING FOM EXISTING16' GTE SOUTHWEST EASEMENT L1 S 00'35'11" W VOL 3079. PG. 632 L2 ( 28.22' D.R.D.C.T. N 89'27'53" W w EXISTING 1S ELECTRIC EASEMENT VOL 519,PG. 165 1 t DRD.R.D..T. C.T. CM R 0 60 120 W� NOTES: SCALE: 1" = 60' 1. Bearings of lines shown hereon are referenced to Grid North of the Texas Coordinate System of 1963 (North Central Zone: NAD83(2011) EPOCH 2010) as derived locally from Westem Data Systems Continuously Operating Reference Stations (CORS) via Real Time Kinematic (RTK) methods. The distances shown hereon represent surface values utilizing an Average Combination Factor of 1.0001 4 731 7 to scale from grid to surface. Field work was completed in May 2016. 2. This survey was prepared with benefit of that certain Title Commitment, GF No. 156339, with effective data of February 9, 2016, provided by Title Resources Guaranty Company. For easements, rights-of-way andlor other matters of record that may affect this tract, the surveyor relied solely on said title commitment. teague nail & perkins '...,, 1317 Centre Waco I s 76 Supe 320 tnpDenton, Texas 70203 940.383.4177 ph 940.763.8020 Fa 1. www.tnplrrccom T.B.P.L.S. Fina No. 10011601 U\PROJECTS\DME13222 DME CIP Support\Bonnie Brae to North Loke. TL\md\h tnp ,, LEGEND A CALCULATED PO NT O 12 IRON ROD FOUND UNLESS NOTED OTHERNBSE 0 WO CAPPED IRON ROD STAMPED -rNPSET (014 CONTROLLING MONUMENT ® ELECTRIC METER (EM) POWER POLE (PP) UTILITY SIGN UNLESS NOTED OTHERWSF O.R.D.C.T. OFFICIAL RECORDS DENTON COUNTY TEXAS P.R.D.C.T. PLAT RECORDS DENTON COUNTY TEXAS D.R.D.C.T. DEED RECORDS DENTON COUNTY TEXAS EASEMENT BOUNDARY PROPERTY UNE EXISTING EASEMENT LINE — — APPROXIMATE SURVEY LINE SHE— — • OHE— — — EXISTING OVERHEAD ELECTRIC LINE Vl� •*1� RFo 9 .................... TODD S. TURNER LINE TABLE LINE BEARING DISTANCE L1 S 00'35'11" W 12.88' L2 S 45'34'43" W 28.22' L3 N 89'27'53" W 23.35' EXHIBIT "B" DEDICATION TRACT �As' so�vBEING 0.190 ACRES SITUATED IN THE s O N. MEISENHAMER SURVEY, ABSTRACT NO.810 UR`IF'y CITY OF DENTON, DENTON COUNTY, TEXAS 13222 COD DEDICATION TRACT.dwg DME13222 SHEET 2 OF 2 EXHIBIT "E" Form of Tract Clearance Statement Attached Hereto. Bonnie Brae/Riney Tract Exchange Rayzor Investments — City of Denton Exhibit "E" TRACT CLEARANCE STATEMENT THIS TRACT CLEARANCE STATEMENT ("Statement") is made effective as of _, 2017, by the Department of the CITY OF DENTON, a Texas municipal home rule corporation ("Denton") for the purpose of confirming to RAYZOR INVESTMENTS, LTD., a Texas limited partnership (the "Rayzor") that the Property (defined below) has been cleared and cleaned. A. Rayzor is acquiring from Denton certain property, approximately 1.334 acres in area, situated in the southeast corner of the intersection of Bonnie Brae Street and Riney Road, in Denton, Texas (the "Property"). Denton has agreed to raze and clear the Property of all improvements and deliver written confirmation that all improvements and that all refuse and debris have been cleaned from the Property ("Clearance Work"). Section 1. Denton represents to Rayzor that its Clearance Work on the Property is complete, and Denton further represents and certifies that it has completed the following: Denton razed all improvements which existed on the Property prior to Rayzor's acquisition thereof, including a house, storm shelter, and other permanent structures. Denton cleared all other improvements and paved areas from the Property. Denton has cleaned all refuse and debris from the Property and confirms that the Property has not been damaged or polluted by Denton's Clearance Work. Section 2. Upon execution of this Statement, Rayzor hereby acknowledges its reasonable satisfaction with Denton's performance of the improvement Clearance Work described in Section 1, subject to Denton's representations. IN WITNESS WHEREOF, the parties have executed this Statement in the manner appropriate to each, effective as of the date referenced in the first paragraph hereof. RAYZOR: RAYZOR INVESTMENTS, LTD., a Texas limited partnership By: The Rayzor Company, a Texas corporation, its general partner Philip A. Baker, Vice President: DENTON: City of Denton, a Texas home rule municipal corporation By: Name: Title: Dept.: EXHIBIT "F" Form of Utility Easement Instrument Attached Hereto. Bonnie Brae/Riney Tract Exchange Rayzor Investments — City of Denton Exhibit "F" UTILITY EASEMENT NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON § THAT, RAYZOR INVESTMENTS, LTD., whether one or more, hereinafter called "Grantor," for good and valuable consideration to Grantor in hand provided by the CITY OF DENTON, TEXAS, hereinafter called "Grantee," the receipt and sufficiency of which are hereby acknowledged, does by these presents grant, bargain, sell and convey to the Grantee, a perpetual easement and the free and uninterrupted use, liberty and privilege of the passage in, along, upon, under and across certain property areas, owned by Grantor and situated in Denton County, Texas, and being more particularly described on Exhibit "A" and illustrated on Exhibit "B" attached hereto and made a part hereof by reference as if fully set forth herein (such property areas, collectively, the "Utility Easement Property"). The property areas owned by Grantor and situated in Denton County, Texas which includes and adjoins the Utility Easement Property is referred to as the "Grantor's Property". All of Grantor's Property, which is outside of the Utility Easement Property, is herein after referred to as "Grantor's Adjoining Property." 1. As used herein, the term "Grantor" shall include not only Grantor, but the successors and assigns of Grantor. As used herein, the term "Grantee" shall include not only Grantee, but the successors and assigns of Grantee. As used herein, the term "City" refers to the City of Denton, Texas. 2. And it is further agreed that Grantee, in consideration of the benefits above set out, will have the right to remove from the Utility Easement Property, such fences, buildings, trees and vegetation and other obstructions as may now or hereafter be found upon said Utility Easement Property; but only to the extent necessary to complete the construction of the below described Facilities and maintain same thereafter; provided, however Grantee will take reasonable efforts that are necessary to minimize interference with and removal of any of such items. 3. The easement rights granted herein are for the purposes of installing, erecting, operating, maintaining and/or servicing: (i) one or more above ground electric transmission and/or distribution power and/or communication lines, each consisting of a variable number of wires and cables, along with all necessary, convenient or desirable appurtenances, attachments and supporting structures, including without limitation, foundations, guy wires and guy anchorages, and structural components. 4. The matters described in the above paragraph (i) are collectively referred to herein as the "Facilities". The easement rights granted herein include, subject to the herein below limitations, the right and privilege at all times of the Grantee herein, it or its agents, employees, workmen and representatives to have ingress, egress, and regress in, along, upon Utility Easement — Page 1 and across said Utility Easement Property for the purpose of making additions to, improvements on and repairs to said Facilities or any part thereof. 5. Notwithstanding the foregoing, except for poles, surface structures, and appurtenances affixed to the surface of the ground in order to provide direct structural support reasonably necessary and ancillary to the operation of aerial Facilities, all Facilities will be located above said Utility Easement Property at or above a vertical height that conforms to Denton Municipal Electric Standards and that meets or exceeds minimum vertical heights required by the National Electric Safety Code. 6. Grantor hereby further reserves to itself, its successors and assigns, all rights in and to the Utility Easement Property not herein specifically granted to Grantee and the right to use and enjoy the surface and subsurface thereof for any and all purposes whatsoever, so long as the exercise of such rights and such use does not unreasonably interfere with the rights herein granted to Grantee. Grantor specifically reserves the right of passage over the Utility Easement Property. Grantor RESERVES AND RETAINS THE RIGHTS BY, TO AND FOR THE BENEFIT OF GRANTOR, ITS SUCCESSORS AND ASSIGNS to use the Utility Easement Property for the location, construction, reconstruction, relocation and operation of such pipelines, transmission lines, drainage lines and other utility lines and facilities ("Grantor Facilities") and Grantor retains the right to construct on the surface of the Utility Easement Property, landscaping at or above grade (including turf, perennials, annuals and ground cover, but excluding trees), paving and fencing (the "Permitted Improvements") and to use the surface of the Utility Easement Property for the parking of motor vehicles and trailers, all as necessary or desired in connection with Grantor's use and/or development of the Grantor's Property so long as Grantor's use of such groundspace does not unreasonably interfere with the rights herein granted to Grantee and complies with the Denton Development Code. In the event that Grantor, or Grantor's successors and assigns, chooses to locate Grantor Facilities within the Utility Easement Property pursuant to Grantor's reservation of its right to do so then the following shall apply: (i) Grantor's installation of any of Grantor's Facilities within the Retained Easement Areas shall be subject to the Denton Development Code and shall be subject to removal if the same interfere with the rights herein retained by Grantee. (ii) such Grantor Facilities shall only cross the Utility Easement Property at not less than a 45 degree angle and no greater than a 90 degree angle to the centerline of the Easement Property, and there shall be no longitudinal installation of any of Grantor Facilities, including, but not limited to, fencing and pipelines of any type, within the Utility Easement Property. (iii) if such Grantor Facilities are underground they shall be installed so as to maintain reasonable clearance from any existing or proposed Facilities. (iv) prior to construction or installation of Grantor Facilities within the Utility Easement Property by Grantor or its successors or assigns, complete construction plans depicting the proposed Grantor Facilities shall be submitted to the City Engineer of the City, for approval. Such approval will not be unreasonably withheld, conditioned or delayed. Any installation or construction of non -approved Grantor Facilities shall be at -risk for future adjustment or relocation at the sole cost and expense of the owner of the Grantor Facilities. Utility Easement — Page 2 (v) within 60 days after completion of construction of Grantor Facilities, Grantor, or its successors or assigns, shall submit to the City Engineer complete as -built construction plans of the Grantor Facilities. (vi) if the installation of the Grantor Facilities disturbs the Facilities (a "Grantor Installation Disturbance"), then upon completion of the installation of the Grantor Facilities, Grantor shall promptly restore the Facilities to substantially the same condition as existed immediately prior to the installation of the Grantor Facilities using industry standard materials and methods; provided, however, in remedying any Grantor Installation Disturbance, Grantor will not be required to incur any cost or obligation to improve, expand or upgrade the Facilities to a state or condition exceeding the condition that existed immediately prior to the installation of the Grantor Facilities, including without limitation any improvements, expansions or upgrades to the Facilities necessary to comply with then -current applicable federal, state, municipal, or other laws, statutes, codes, restrictions, regulations, ordinances and orders, which improvements, expansions or upgrades shall be Grantee's responsibility and at its sole cost and expense as set forth hereinbelow. (vii) in all cases where there will be joint use of the Utility Easement Property by Grantee and Grantor, or their successors or assigns, such parties agree to act reasonably, in good faith and in full cooperation with the other(s) to assure that the parties' respective facilities and operations within the Utility Easement Property will not conflict or create safety issues caused by such joint usage and will not endanger or interfere with the construction, efficiency or convenient operation and maintenance of the respective facilities so installed and operated. 7. The grant of easement rights hereunder is made subject to any of the following as they relate to the Easement Property: (i) any prior mineral conveyances or reservations of public record, (ii) easements, restrictions, claims, rights of way, encroachments or other encumbrances or other matters of public record, (iii) all municipal or other governmental zoning laws, regulations and ordinances and (iv) any other matters affecting this Easement or the Utility Easement Property which are of public record or would be disclosed by a physical inspection of the Utility Easement Property and/or an accurate survey of the Utility Easement Property. 8. The easement for the Utility Easement Property as provided for herein is made on an "AS IS" basis, and Grantee expressly acknowledges that, in consideration of the agreements of Grantor herein, Grantor MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW. The easement rights conveyed hereunder do not include any right or interest whatsoever in any minerals in, under or that may be produced from the Utility Easement Property. 9. Grantee, at its sole cost and expense, shall perform or cause to be performed all work necessary in connection with the Facilities (the "Work") in a good and workmanlike manner in conformance with sound and acceptable engineering practices as expeditiously as possible. In performing the Work or causing the Work to be performed, Grantee shall make adequate provisions for the safety and convenience of Grantor, its agents, representatives, employees, licensees, and invitees, and shall cause all of the Work to be cleaned up promptly in order to minimize disruption or inconvenience, and coordinate the Work with Grantor's contractors and subcontractors. Grantee shall at all times construct, keep, maintain, use, operate or remove the Facilities in a safe manner and in full compliance with all applicable Utility Easement — Page 3 federal, state, municipal, or other laws, statutes, codes, restrictions, regulations, ordinances and orders. Grantor shall have no obligation, monetary or non -monetary, to maintain the Utility Easement Property. Once easement activities of Grantee hereunder have commenced, Grantee shall take reasonable steps to prosecute the completion of its Facilities or other activities diligently and continuously and in a manner designed to expedite the completion of its Facilities and activities and to avoid unreasonable or material interference with the business activities of Grantor, and at all times during the period of construction and/or repair, to the extent safety permits as solely determined by Grantee, Grantee shall provide Grantor, its agents, employees and invitees with reasonable access over and across the Utility Easement Property, for vehicular and pedestrian traffic, to and from Grantor's Adjoining Property. This Utility Easement, together with the terms and provisions of this grant, shall be binding and conclusive upon and inure to the benefit of and be enforceable by the respective parties hereto and their successors, heirs, assigns, executors, administrators and legal representatives, and shall constitute a covenant running with the land for the benefit of Grantee. The rights hereby granted may be assigned, either in whole or in part, to an assignee or assignees designated by Grantee, including, without limitation, other governmental agencies, and/or one or more public and/or private utility service providers; provided however, said assignment shall not relieve or mitigate Grantee's liability for any damage to Permitted Improvements and/or Adjoining Property Improvements. Grantee agrees, by the acceptance and recordation of this Utility Easement, to the terms, conditions and limitations contained herein. TO HAVE AND TO HOLD unto the said City of Denton, Texas as aforesaid for the purposes aforesaid the premises above described. [The balance of this page is intentionally left blank — signature page follows below.] Utility Easement — Page 4 Witness my hand to be effective this day of RAYZOR INVESTMENTS, LTD., a Texas limited partnership By: The Rayzor Company, a Texas corporation, its general partner in Philip A. Baker, Vice President ACKNOWLEDGMENT THE STATE OF TEXAS § COUNTY OF DENTON § 20 This instrument was acknowledged before me on the of , 20_, by Philip A. Baker, Vice President of The Rayzor Company, a Texas corporation, general partner of Rayzor Investments, Ltd., a Texas limited partnership, on behalf of said limited partnership. Notary Public - State of Texas Accepted this day of 2017 for the City of Denton, Texas (Resolution No. ). By: Paul Williamson Real Estate Manager After recording, please return to: City of Denton Utilities Engineering Department 901-A Texas Street Denton, Texas 76209 Attn: Paul Williamson Utility Easement — Page 5 EXHIBIT "A" Legal Description of Utility Easement Property See attached description. Utility Easement Exhibit "A" EXHIBIT "A" LEGAL DESCRIPTION ELECTRIC EASEMENTS Rayzor Investments, Ltd. Tract ELECTRIC EASEMENT NO. 9 BEING a 1.558 acre tract of land situated in the N. Meisenhamer Survey, Abstract No. 810, City of Denton, Denton County, Texas, and being a part of a called 76.36 acre tract of land described as Section Three, Tract Fourteen per Deed to Rayzor Investments, Ltd., as recorded in Volume 1796, Page 601 of the Deed Records of Denton County, Texas, and being more particularly described as follows: COMMENCING at a point for the Northwest corner of North Lakes Fire Station Addition, per the Final Plat recorded in Cabinet G, Page 330 of the Plat Records of Denton County, Texas, said point being in the East line of Bonnie Brae Street, a variable width right-of-way as dedicated by said Plat of North Lakes Fire Station Addition, said point also being in the South line of said 76.36 acre Tract Fourteen; THENCE South 88°39'43" East, along the North line of said North Lakes Fire Station Addition and the South line of said Tract Fourteen, for a distance of 25.00 feet to the POINT OF BEGINNING; THENCE North 00°37'52" East, departing the North line of said North Lakes Fire Station Addition and the South line of said Tract Fourteen, for a distance of 665.40 feet to a point for corner; THENCE North 00°42'43" East, for a distance of 931.56 feet to a point for corner located at the intersection with the South line of a called 0.631 acre tract of land as established by Denton City Council Ordinance No. 93-086 for Street and Utility purposes, and recorded in Document No. 93-035030 of the Real Property Records of Denton County, Texas; THENCE South 88°33'39" East, along the South line of said 0.631 acre tract, for a distance of 42.50 feet to a point for corner; THENCE South 00°42'43" West, departing the South line of said 0.631 acre tract, for a distance of 930.99 feet to a point for comer; THENCE South 00°37'52" West, for a distance of 665.89 feet to a point for comer located at the intersection with the North line of Lot 1, Block 1 of said North Lakes Fire Station Addition, and the South line of said Tract Fourteen, from which a concrete monument found at an angle point in the North line of said Lot 1 bears South 88°39'43" East a distance of 165.63 feet; THENCE North 88°39'43" West, along the North line of said Lot 1 and the South line of said Tract Fourteen, passing the Northwest corner of said Lot 1, at a distance of 39.29 feet, and continuing for a total distance of 42.50 feet to the POINT OF BEGINNING, and containing 1.558 acres of land, more or less. ELECTRIC EASEMENT NO. 2 BEING a 1.360 acre tract of land situated in the N. Meisenhamer Survey, Abstract No. 810, City of Denton, Denton County, Texas, and being a part of a called 26.466 acre tract of land described as Section Three, Tract Thirteen per Deed to Rayzor Investments, Ltd., as recorded in Volume 1796, Page 601 of the Deed Records of Denton County, Texas, and being more particularly described as follows: COMMENCING at a 1/2 inch iron rod with cap stamped "Alliance" found at the Southeast comer of a called 1.334 acre tract of land described in a Deed to the City of Denton, Texas, as recorded in Document No. 2016-25144 of the Official Records of Denton County, Texas, said point also being in the North line of said 26.466 acre Tract Thirteen; THENCE North 89027'53" West, along the North line of said Tract Thirteen and the South line of said 1.334 acre tract, for a distance of 209.84 feet to the POINT OF BEGINNING; THENCE South 00°27'15" West, departing the North line of said Tract Thirteen and the South line of said 1.334 acre tract, for a distance of 419.97 feet to a point for corner; THENCE South 00°42'43" West, for a distance of 974.15 feet to a point for comer located at the intersection with the North line of a called 0.631 acre tract of land as established by Denton City Council Ordinance No. 93-086 for Street DME13222 — Rayzor Investments Tract - Electric Easements Page 1 of 11 and Utility purposes, and recorded in Document No. 93-035030 of the Real Property Records of Denton County, Texas; THENCE North 88°33'39" West, along the North line of said 0.631 acre tract, for a distance of 42.50 feet to a point for corner; THENCE North 00°42'43" East, departing the North line of said 0.631 acre tract, for a distance of 973.52 feet to a point for corner; THENCE North 00°27'15" East, for a distance of 419.93 feet to a point for corner at the intersection with the North line of said Tract Thirteen and the South line of said 1.334 acre tract, from which a 1/2 inch iron rod found at the Southwest corner of said 1.334 acre tract bears North 89°27'53" West, a distance of 23.35 feet; THENCE South 89°27'53" East, along the North line of said Tract Thirteen and the South line of said 1.334 acre tract, for a distance of 42.50 feet to the POINT OF BEGINNING, and containing 1.360 acres of land, more or less. NO Bearings are referenced to grid north of the Texas Coordinate System of 1983 (North Central Zone; NAD83 (2011) Epoch 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (CORS) via Real Time Kinematic (R7K) survey methods. Distances represent surface values utilizing an average combined scale factor of 1.000147317 to scale from grid to surface. ••o•Fy,tirF Todd B. Turner, R.P.L.S. No. 4859 r Teague Nall 8 Perkins . ER IM���•��������••�••�RN 1517 Centre Place Drive, Suite 320 v ...� Denton, Texas 76205 t'° 4859 940-383-4177l9khhF 5 S t o+ Date: August 17, 2016 N •••••• D SURA DME13222 — Rayzor Investments Tract - Electric Easements Page 2 of 11 EXHIBIT "B" Drawing of Utility Easement Property See attached drawings. Utility Easement Exhibit "B" LEGEND Z "I co W O 4 A CALCULATEDPOINT O 112 IRON ROD FOUND MUSS NOTED OTHERWISE cv, MONUMENT TELEPHONE unun L1 POWER POLE 42.50' ECONTROLLING GUYWIRE UTILITY SIGN UNLESS NOTED OTHERIMSE FOM FIBER OPTIC MARKER EASEMENT BOUNDARY PROPERTY NE 11 �--- EXISTING EASEMENT — — APPROXIMATE SURVEY LINE EXISTING CENTERLINE -� y EDGE OF ASPHALT ADOPTA OVERHEAD ELECTRIC CONC. DRIVE SIDEWALK AND PUBLIC UTILITY EASEMENT VOL. 2542, PG. 51 D.R.D.C.T. POINT OF COMMENCING EE No. 1 55 3 •SPEEI EXHIBIT "B" MATCHLINE SEE SH. 4 OF 11 I........... ( �}--- EXISTING 15' GTE SOUTHWEST EASEMENT VOL. 3079, PG. 632 I ; D.R.D.C.T. h � � I EXISTING IV ELECTRIC EASEMENT VOL. 519, PG. 165 � a D.R.D.C.T. t o2 ��, " lea 0q ,A O�{ r/ Vol W RAYZOR INVESTMENTS LTD. SECTION 3 TRACT FOURTEEN N , �.f� � PART OF CALLED 76.36 ACRES f� ti VOL. 1796, PG. 601 M 0 D.R.D.C.T. c .. O p SAVE AW E)CCEPT VOL 697, PG. 217 z v �E ELECTRIC EASEMENT No. 1 LL SIGN -}.-- ~ Q S 88°3943" EA" y 25.00'.....x,,. W °cONC, tnooRr► m WJ 0 50 100 Z Oz SCALE: 1"= 50' m NOTES: 1. Bearings of lines shown hereon are referenced to Grid North of the Texas Coordinate System of 1983 (North Central Zone: NAD83(2011) EPOCH 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (CORS) via Real Time Kinematic (RTK) methods. The distances shown hereon represent surface values utilizing an Average Combination Factor of 1,000147317 to scala from grid to surface. 2. This exhibit was prepared without the benefd of a Current title Commitment. Additional easements. rights-of-way and/or other matters of record may effect this tract that are not shown hereon_ League null & parkins 1517 Cenhe Place Drive, Sure 320 np Denton, Texas 76205 s. 940.303.4177 ph 940.3a3.110261x >^, m ,.,.'-;a:3 www.lnpirlecom 1.558 ACRES LINE BEARING DISTANCE L1 N 88'39'43" W 42.50' ADOPTA SPOT'- SIGN U' O ( U' lee 55' W' EXISTING L�� } 15' WATER LINE EASEMENT VOL. 4795, PG. 830 R.P.R.D.C.T. CONC. DRIVE SIDEWALK AND PUBLIC UTILITY EASEMENT VOL. 2542, PG. 51 D.R.D.C.T. POINT OF COMMENCING EE No. 1 55 3 •SPEEI EXHIBIT "B" MATCHLINE SEE SH. 4 OF 11 I........... ( �}--- EXISTING 15' GTE SOUTHWEST EASEMENT VOL. 3079, PG. 632 I ; D.R.D.C.T. h � � I EXISTING IV ELECTRIC EASEMENT VOL. 519, PG. 165 � a D.R.D.C.T. t o2 ��, " lea 0q ,A O�{ r/ Vol W RAYZOR INVESTMENTS LTD. SECTION 3 TRACT FOURTEEN N , �.f� � PART OF CALLED 76.36 ACRES f� ti VOL. 1796, PG. 601 M 0 D.R.D.C.T. c .. O p SAVE AW E)CCEPT VOL 697, PG. 217 z v �E ELECTRIC EASEMENT No. 1 LL SIGN -}.-- ~ Q S 88°3943" EA" y 25.00'.....x,,. W °cONC, tnooRr► m WJ 0 50 100 Z Oz SCALE: 1"= 50' m NOTES: 1. Bearings of lines shown hereon are referenced to Grid North of the Texas Coordinate System of 1983 (North Central Zone: NAD83(2011) EPOCH 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (CORS) via Real Time Kinematic (RTK) methods. The distances shown hereon represent surface values utilizing an Average Combination Factor of 1,000147317 to scala from grid to surface. 2. This exhibit was prepared without the benefd of a Current title Commitment. Additional easements. rights-of-way and/or other matters of record may effect this tract that are not shown hereon_ League null & parkins 1517 Cenhe Place Drive, Sure 320 np Denton, Texas 76205 s. 940.303.4177 ph 940.3a3.110261x >^, m ,.,.'-;a:3 www.lnpirlecom 1.558 ACRES LINE BEARING DISTANCE L1 N 88'39'43" W 42.50' APPROXIMATE SURVEY UNE ,---PROPERTYUNE Ll I-- S 88°3943" E 165.63' :POINT OF BEGINNING "'EE No. 1 LOT 1, BLOCK 1 -'� NORTH LAKES FIRE STATION ADDITION CAB. G. PG. 330 P.R.D.C.T. CONCRETE MONUMENT (CM) OF Q.,. 1srER . ...................... TODD S. TURNER i q 4859 _ 1.558 ACRE ELECTRIC EASEMENT NO. 1 PSITUATED IN THE N. MEISENHAMER SURVEY, ABSTRACT NO. 810 Z W 1� CITY OF DENTON, DENTON COUNTY, TEXAS A DME13222 SHEET 3 OF 11 EXHIBIT "B" I " EXISTING 15' ELECTRIC EA VOL. 519, PG. 165 tnp D.R.D.C.T. EXISTING 15' GTE SOUTHWEST E VOL. 3079, PG. 632 D.R.D.C.T. 0 50 100 W �3SCALE: 1 - 50 H It LEGEND , A nm 11.111 ATFn POWT O 1R IRON ROD FOUND UNLESS NOTED OTHERWISE Cra' CONTROLLING MONUMENT Q TELEPHONE UTILITY POWER POLE E GUY WIRE a UTILITY SIGN UNLESS NOTED OTHERWISE FOM I FIBER OPTIC MARKER EASEMENT BOUNDARY PROPERTY LINE -� EXISTING EASEMENT APPROXIMATE SURVEY LWE EXISTING CENTERLINE EDGE OF ASPHALT —OHE— OVERHEADELECTRIC NOTES: EXISTING 15' WATER LINE EASEMENT VOL. 4795, PG. 830 R.P.R.D.C.T. 55' CD qT w N M 0 O CD a, N M O O CD ZIE MATCHLINE SEE SH. 5 OF 11 EXISTING 20' ENERGY ASSETS OPERATING COMPANY EASEMENT DOC. NO. 2007-142652 R.P.R.D.C.T. Nm' ENERGr OAS SIGN ELECTRIC EASEMENT No. 1 1.558 ACRES RAYZOR INVESTMENTS, LTD. SECTION 3, TRACT FOURTEEN PART OF CALLED 76.36 ACRES VOL. 1796, PG. 601 D.R.D.C.T. SA VE AND EXCEPT VOL. 697, PG. 217 Oja5M^ t�00 0 MATCHLINE - SEE SH. 3 OF 11 1. Bearings of lines shown hereon are referenced to Grid North of the Texas Coordinate System of 1983 (North Central Zone: NAD83(2011) EPOCH 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (CORS) via Real Time Kinematic (RTK) methods. The distances shown hereon represent surface values utilizing an Average Combination Factor of 1.000147317 to scale from grid to surface. 2. This exhibit was prepared without the benefit of a current title commitment, Additional easements, rights-of-way andfor other matters of record may affect this tract that are not shown hereat. +eague nail & perkins 1117 Centra Piece Dei-, Suits 720 Denson, Te■o. 76201 tnp 940.987.4177 ph 940.963.0026 f: � www.lnpirrc.tom s T �Q �R�•.;� Cl C �LJI TODD•B.• TURNER . nv..•....•••.•••••..•..� •• : 0 485 S 1 a 1.588 ACRE ELECTRIC EASEMENT NO.i SITUATED IN THE N. MEISENHAMER SURVEY, ABSTRACT NO, 810 CITY OF DENTON, DENTON COUNTY, TEXAS DME13222 SHEET 4 OF 11 EXHIBIT "B" 0 50 loo SCALE: 1" = 50' TRINITY EN FA GAS SIGN (1,11 EXISTING 15' ELECTRIC EASEMENT VOL. 519, PG. 165 D.R.D.C.T. 1 1111 EXISTING 15' GTE SOUTHWEST EASEMENT VOL. 3079, PG. 632 D.R.D.C.T. pq�. 55' EXISTING 15' WATER LINE EASEMENT VOL. 4795, PG. 830 R.P.R.D.C.T. VJ- 32.3'1 W N O Q tD I[ '10*f 1� MATCHLINE SEE SH. 6 OF 11 EXISTING 20' ENERGY ASSETS OPERATING COMPANY EASEMENT DOC. NO. 2007-142652 R.P.R.D.C.T. NOTES: MATCHLINE - SEE SH. 4 OF 11 1. Bearings of lines shown hereon are referenced to Grid North of the Texas Coordinate System of 1983 (North Central Zone: NADM201I) EPOCH 2010) as10 derived locally from Western Data Systems Continuously Operating Reference `�,++•O F T� Stations (CORS) via Real Time Kinematic (RTK) methods. The disterces shown Q +•d \ S 7 ER+• �Zro\ hereon represent surface values utilizing an Average Combination Factor of 't 1•(` FO 1.000147317 to scale from grid to surface. C0 2. This exhibit was prepared without the benefit of a current title commitment, Additional easements, rights-of-way anWor other matters of record may affect this tract that are not shown hereon. league nail & perkins tnp1317 Comte Plom DA", Suite 320 D -A", Tex., 74205 940.383.4177 ph 940.31113.8026 fx TODD B. TURNER A RAYZOR INVESTMENTS, LTD. SECTION 3, TRACT FOURTEEN PART OF CALLED 76.36 ACRES VOL. 1796, PG. 601 D.R.D.C.T. SAVE AND EXCEPT VOL 897, PG, 217 ELECTRIC EASEMENT No. 1 1.558 ACRES 0 'CCJ� *G LEGEND A CALCULATED POINT O 1 r2 IRON ROD FOUND UNLESS NOTED OTHERVNSE CM CONTROLLING MONUMENT ® TELEPHONE UTILITY POiAER POLE E GW WIRE UTILITY SIGN UNLESS NOTED OTHERWISE FOM I FIBER OPTIC MARKER EASEMENT BOUNDARY PROPERTY LINE ---- EXISTING EASEMENT APPROXIMATE SURVEY LINE r1 EXISTING CENTERLINE u EDGE OF ASPHALT ---OHE— — OVERHEADELECTRK: 1.558 ACRE ELECTRIC EASEMENT NO. 1 SITUATED IN THE t`11�'-1 N. MEISENHAMER SURVEY, ABSTRACT NO. 810 t �Ij W4 CITY OF DENTON, DENTON COUNTY, TEXAS DME13222 SHEET 5 OF 11 EXHIBIT "B" 55' Qy EXISTING 15' WATER LINE EASEMENT VOL. 4795, PG. 830 R.P.R.D.C.T. 1 EXISTING 15' ELECTT RIC EASEMENT VOL. 519, PG, 185 D.R.D.C.T. II �� tI EXISTING 15' GTE SOUTHWEST EASEMENT VOL. 3079, PG. 632 D.R.D.C.T. _MATCHLINE SEE SH. 7 OF 11 EXISTING 20' ENERGY ASSETS OPERATING COMPANY EASEMENT DOC. NO. 2007-142652 R.P.R.D.C.T. yz RAYZOR INVESTMENTS, LTD. SECTION 3, TRACT FOURTEEN PART OF CALLED 76.36 ACRES VOL. 1796, PG. 601 D.R.D.C.T. SAVEAND EXCEPT VOL 697, PG. 217 NOTES: MATCHLINE - SEE SH. 5 OF 11 1. Bearings of lines shown hereon are referenced to Grid North of the Texas Coordinate System of 1953 (North Central Zone: NADP2011) EPOCH 2010) as derived locally from Western Data Systems Continuously Operating Reference O F Stations (CORS) via Real Time Kinematic (RTK) methods. The distances shown "•' '•. T�` hereon represent surface values utilizing an Average Combination Factor of Q '•G L RFO F. 1.000147317 to state from grid to surface, Gl.t � • _N 2. This exhibit was prepared without the benefit of a Current Lille commitment. Additional easements, rights-ot-way andfor other matters of record may affect this tract that are not shown hereon. League nail & parkins 1$17 Centre Ploce Drive, Suite 320 Denten, To as 76205 `.�;. 940.363.4177 ph 940.333.80261. TODD B. TURNER LEGEND ® CALCULATED POINT O In RON ROD FOUND UNLESS NOTED OTHERWISE (CM; CONTROLLING MONUNIEW ® TELEPHONE UMIT1' POWER POLE f GUY HARE 1 UTILITY SIGN UNLESS NOTED OTHERWASE FOM I FIBER OPTIC MARKER EASEMENT BOUNDARY PROPERTY LME EXISTING EASEMENT — — APPROXIMATE SURVEY LINE rr EXISTING CENTERLINE a EDGE OF ASPHALT --Q►{E— — OVERHEAD ELECTRIC 1.858 ACRE ELECTRIC EASEMENT NO. 1 SITUATED IN THE �A N. MEISENHAMER SURVEY, ABSTRACT NO. 810 �•�> { CITY OF DENTON, DENTON COUNTY, TEXAS DME13222 SHEET 6 OF 11 I ELECTRIC �1 I. EASEMENT No. 1 00 1.558 ACRES yz RAYZOR INVESTMENTS, LTD. SECTION 3, TRACT FOURTEEN PART OF CALLED 76.36 ACRES VOL. 1796, PG. 601 D.R.D.C.T. SAVEAND EXCEPT VOL 697, PG. 217 NOTES: MATCHLINE - SEE SH. 5 OF 11 1. Bearings of lines shown hereon are referenced to Grid North of the Texas Coordinate System of 1953 (North Central Zone: NADP2011) EPOCH 2010) as derived locally from Western Data Systems Continuously Operating Reference O F Stations (CORS) via Real Time Kinematic (RTK) methods. The distances shown "•' '•. T�` hereon represent surface values utilizing an Average Combination Factor of Q '•G L RFO F. 1.000147317 to state from grid to surface, Gl.t � • _N 2. This exhibit was prepared without the benefit of a Current Lille commitment. Additional easements, rights-ot-way andfor other matters of record may affect this tract that are not shown hereon. League nail & parkins 1$17 Centre Ploce Drive, Suite 320 Denten, To as 76205 `.�;. 940.363.4177 ph 940.333.80261. TODD B. TURNER LEGEND ® CALCULATED POINT O In RON ROD FOUND UNLESS NOTED OTHERWISE (CM; CONTROLLING MONUNIEW ® TELEPHONE UMIT1' POWER POLE f GUY HARE 1 UTILITY SIGN UNLESS NOTED OTHERWASE FOM I FIBER OPTIC MARKER EASEMENT BOUNDARY PROPERTY LME EXISTING EASEMENT — — APPROXIMATE SURVEY LINE rr EXISTING CENTERLINE a EDGE OF ASPHALT --Q►{E— — OVERHEAD ELECTRIC 1.858 ACRE ELECTRIC EASEMENT NO. 1 SITUATED IN THE �A N. MEISENHAMER SURVEY, ABSTRACT NO. 810 �•�> { CITY OF DENTON, DENTON COUNTY, TEXAS DME13222 SHEET 6 OF 11 I �1 I. F �C! GSC) �\ g o W y WZ .;� m Ix O 4 N O O Wy Z Z3 Q �)z 326' 0 50 100 0 el� SCALE: 1" = 50' a I yz RAYZOR INVESTMENTS, LTD. SECTION 3, TRACT FOURTEEN PART OF CALLED 76.36 ACRES VOL. 1796, PG. 601 D.R.D.C.T. SAVEAND EXCEPT VOL 697, PG. 217 NOTES: MATCHLINE - SEE SH. 5 OF 11 1. Bearings of lines shown hereon are referenced to Grid North of the Texas Coordinate System of 1953 (North Central Zone: NADP2011) EPOCH 2010) as derived locally from Western Data Systems Continuously Operating Reference O F Stations (CORS) via Real Time Kinematic (RTK) methods. The distances shown "•' '•. T�` hereon represent surface values utilizing an Average Combination Factor of Q '•G L RFO F. 1.000147317 to state from grid to surface, Gl.t � • _N 2. This exhibit was prepared without the benefit of a Current Lille commitment. Additional easements, rights-ot-way andfor other matters of record may affect this tract that are not shown hereon. League nail & parkins 1$17 Centre Ploce Drive, Suite 320 Denten, To as 76205 `.�;. 940.363.4177 ph 940.333.80261. TODD B. TURNER LEGEND ® CALCULATED POINT O In RON ROD FOUND UNLESS NOTED OTHERWISE (CM; CONTROLLING MONUNIEW ® TELEPHONE UMIT1' POWER POLE f GUY HARE 1 UTILITY SIGN UNLESS NOTED OTHERWASE FOM I FIBER OPTIC MARKER EASEMENT BOUNDARY PROPERTY LME EXISTING EASEMENT — — APPROXIMATE SURVEY LINE rr EXISTING CENTERLINE a EDGE OF ASPHALT --Q►{E— — OVERHEAD ELECTRIC 1.858 ACRE ELECTRIC EASEMENT NO. 1 SITUATED IN THE �A N. MEISENHAMER SURVEY, ABSTRACT NO. 810 �•�> { CITY OF DENTON, DENTON COUNTY, TEXAS DME13222 SHEET 6 OF 11 LEGEND A CALCULATED POWT O 12 IRON ROD FOUND UNLESS NOTED OTHERWISE .Cy CONTROLLING MONUMENT ® TELEPHONE UTILITY POV.ER POLE ( GUY WIRE 4 UTILITY SIGN UNLESS NOTED OTHERWSE FOM I FIBER OPTIC MARKER EASEMENT BOUNDARY PROPERTY LINE EXISTING EASEMENT APPROXIMATE SURVEY LWE F EXISTING CENTERLINE a EDGE OF ASPHALT OVERHEAD ELECTRIC �� 0 tnp STORM DRAIN` �. MANHOLE 4 55' 0 50 100 SCALE: 1" = 50' APPROXIMATE SURVEYLINE raaL, EXHIBIT BEARING "B" L2 S 88'33'39" E 1 42.50' Lu t/1 Q RAYZOR INVESTMENTS, LTD. SECTION 3, TRACT THIRTEEN I CALLED 26.466 ACRES I VOL. 1796, PG. 601 D.R.D.C.T. p ; I I EXISTING 15' ELECTRIC EASEMENT VOL. 519, PG. 165 D.R.D.C.T. EXISTING 15' GTE SOUTHWEST EASEMENT VOL. 3079, PG. 632 ID.R.D.C.T. 20' DRAINAGE EASEMENT DOC. NO. 93-035031 R.P.R.D.C.T. PROPERTYLINE ' CITY OF DENTON STOP T—� 0.631 ACRES---------- SORDINANCE NO. 934)W SIGN CONC. CURB kl FgR STREET AND UTILITY PURPOSES s. DOC. NO.93-035030 P.R.D.C.T. 25.00' LZ S 88°33'39" RE 536.26' PROPERTYLINE 01 C M M d' N d' O O a — "C' \— — -- ---- — MATCHLINE - SEE SH. 6 OF 11 NOTES: 1. Bearings of lines shown hereon are referenced to Grid North of the Texas Coordinate System of 1983 (North Central Zone: NAD83(2011) EPOCH 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (CORS) via Real Time Kinematic (RTK) methods. The distances shown hereon represent surface values utilizing an Average Combination Factor of 1.000147317 to scale from grid to surface. 2. This exhibit was prepared without the benefit of a current title commitment. Additional easements, rights -d -way and/or other matters of retard may affect this tract that are not shown hereon. teague nail & perkins 1517 Cents Plot. Dive, $one 320 Denton, Texes 76205 moi . 940.203.4177 ph 940.383.11026 f. tnp _Mpi-Am 16' PUBLIC UTILITY EASEMENT DOC. NO. 934M2 R.P.RD.C.T. RAYZOR INVESTMENTS, LTD. SECTION 3, TRACT FOURTEEN PART OF CALLED 76.36 ACRES VOL. 1796, PG. 601 D.R.D.C.T. SAVEAND EXCEPT VOL. 697, PG. 217 ELECTRIC EASEMENT No. 1 1.558 ACRES LINE BEARING DISTANCE L2 S 88'33'39" E 1 42.50' Of r p .•�.... STeR'F{. TODD B. TURNER .V.....................�,... : 0 4859 �DO. 1.558 ACRE 9•�'•F�, S' ELECTRIC EASEMENT NO. 1 SITUATED IN THE N. MEISENHAMER SURVEY, ABSTRACT NO. 810 CITY OF DENTON, DENTON COUNTY, TEXAS DME13222 SHEET 7 OF 11 EXHIBIT "B" CITY OF DENTON, TEXAS I FRAAIE,`CALLED 1.334 ACRES D% HOUSE DOC. NO. 2016-25144 CONC. GRAVEL O.R.D.C.T, DRIVE DRIVE ( f 1.65' 23.35' 1 L1 N 89°2753" W 209.84' } ` r a _' �t ` PROPERTY LINE .t SP to"IRF POINT OF BEGINNING EE_ POINT OF COMMENCING EE No. 2 GTE 1/2' CIRF 'ALLIANCE' s mr TELE((C"a w ti FOM t Y EXISTING W ELECT IC EASE 4T VOL. 619, PG. 165 D.R.D.C.T.:, SIGNsi. RIGHT LANE MUST TURNS -'�. y�� T— RAYZOR INVESTMENTS, LTD. EXISTING 16' GTE SOUTHW ST EASE �� �� ` SECTION 3, TRACT THIRTEEN tnp VOL. 3079, PG. 632 . CALLED 26.466 ACRES D.R.D.C.T. VOL. 1796, PG. 601 r D.R.D.C.T. cMi, N W Q vs l ° 0 50 100 Imo- o r� ELECTRIC I SCALE: 1n = 50' w ��oo EASEMENT No. 2 W cc r`n 1.360 ACRES LEGEND A CALCULATEOPWNT O 112 IRON ROD FOUND UNLESS NOTED OTHERWISE tot CONTROLLING MONUMENT ® TELEPHONE UTiLtTY POWER POLE E GUY MARE a UTILITY SIGN UNLESS NOTED OTHERNISE FOM I FIBER OPTIC MARKER EASEMENT BOUNDARY PROPERTY LINE —^^— EXISTING EASEMENT — — APPROXIMATE SURVEY LINE F EXISTING CENTERLINE EDGE OF ASPHALT —OHE— — OVERHEAD ELECTRIC gl� IQ ' 1'. C4 W �— m � a z Q I� 32.7' q z ' / NOTES MATCHLINE . SEE SH. 9 OF 11 1. Bearings of lines shown hereon are referenced to Grid North of the Texas Coordinate System of 1983 (North Central Zone: NAD83(2011) EPOCH 2010) as O derived locally from Western Date Systems Continuously Operating Reference (F;.•••••••.. T Stations (CORS) via Real Time Kinematic (RTK) methods. The distances shown f,9.: hereon represent surface values utilizing en Average Combination Factor o1 1.000147317 to scale from grid to surface. .. .................... . 2. This exhibit was prepared without the benefit of a current tide commitment •• TODD B. TURNER Additional easements, rights-of-way andlor other matters of record may affect this".....•• .. tract that are not shown hereon. mague nail & parkins • .� 1517 C"he Flace Drive, SW% 770 U Rv� tj Damen, Tea°. 70205 ! / 6 940.787.4177 ph 940.787.80201. 1 tnp`s y,�"" www.Mpinc.cem40 p_ n�\���\O a o C�O �l V v * D 1 LINE BEARING DISTANCE L1 S 89'27'53" E 42.50' 1.360 ACRE ELECTRIC EASEMENT NO. 2 SITUATED IN THE N. MEISENHAMER SURVEY, ABSTRACT NO. 810 CITY OF DENTON, DENTON COUNTY, TEXAS DME13222 SHEET 8 OF 11 EXHIBIT "Br' MATCHLINE W SEE SH. S OF 11 t W 3 O 0 �5 , O� y O O ELECTRIC 1Z EASEMENT No. 2 CD � 4 1.360 ACRES w L4 II{ W A Z�I�r P Z10P � m I QL CONC. DRIVE 32.31 EXISTING 15' ELECTRIC EASE E 4T` VOL. 519, PG.166 RAYZOR INVESTMENTS, LTD. D.R.D.G.T. ( SECTION 3, TRACT THIRTEEN 55' CALLED 26.466 ACRES i VOL. 1796, PG. 601 D.R.D.C.T. EXISTING 15' GTE SOuTHw ST EASE E VOL. 3079, PG. 632 D.R.D.C.T. LEGEND SLI A CALCULATED POINT Z W) O 12 IRON ROD FOUND UNLESS NOTED OTHERVASE wA cu CONTROLLING MONUMENT M TELEPHONE UTILITY POWER POLE tl E GUY WORE W UTtLITY SIGN UNLESS NOTED OTHERWSE ' t) - p . FOM FIBER OPTIC MAIWE R 11 - EASEMENT BOUNDARY . N PROPERTY LINE �-� EXISTING EASEMENT O — — APPROXIMATE SURVEY LINE ^- £ EXISTING CENTERLINE 0 0 50 100 ( � Q EDGE OF ASPHALT ,^ — Of E— — OVERHEADELECTRtC z V/ SCALE: 1" = 501 NOTES, MATCHLINE - SEE SH. 10 OF 11 1. Bearings of Tines shown hereon are referenced to Grid North of the Texas Coordinate System of 1983 (North Central zone: NAD83(2011) EPOCH 2010) as derived locally from Western Date Systems Continuously Operating Reference Stations (CORS) via Real Time Kinematic (RTK) methods. The distances shown < ...•.. F ..� %. hereon represent surface values utilizing an Average Combination Factor of Tj�,.�•/6 \ 6 TER • .�. 1.000147317 to scale from grid to surface. �; �� �••,6T 2. This exhibit was prepared without the benefit of a current title commitment..............................1.360 ACRE Additional easements, rights-of-way andlo other matters of record may affect this TODD 8. TURNER tract that are not Shown hereon. ..Y....................5... ELECTRIC EASEMENT NO.2 >q 4859. League nail &parkins SITUATED IN THEN. MEISENHAMER SURVEY, ABSTRACT NO. 810 T 317 (Amro ilncx Drive, Svae a]0 R� •• CITY OF DENTON Denron, Taxas 76T8S � , DENTON COUNTY, TEXAS *tnp 940.3a3AI P 940.313.6026 fx � j ✓ ` w—InpI 0 DME13222 SHEET 9 OF 11 � WROIEG?SteM6f>'YtY f/AE pP Suypox'8om4 ewe b NOM19 Lars rl'ossweryit)viruts Mr20r1 aio2 wp LEGEND 0 CALCULATED POINT O Vt2 IRON ROD FOUND UNLESS NOTED OTHERWISE .CL< CONTROLLING MONUMENT �j TELEPHONE UTILITY POWER POLE E GUY NITRE a UTILITY SIGN UNLESS NOTED OTHERMSE FOM I FIBER OPTIC MARKER EASEMENT BOUNDARY PROPERTY LINE EXISTING EASEMENT — — APPROXIMATE SURVEY LINE EXISTING CENTERLINE EDGE OF ASPHALT --DHE-- OVERHEADELECTRIC CONC. RAINA6 FLUME II I 3 1 �IO Lq m t I� Q Boz m i II EXISTING 15' GTE SOUTHWEST I VOL. 3079, PG. 632 D.R.D.C.T. NOTES. EXHIBIT "B" -r 55' �N�/�� .e I M I` W M G � p O C) a Z 32.2' EXISTING 15' ELEAIC EASEMENT VOL, 519, PG. 165 D.R.D.C.T. a _MATCHLINE EE SH. 9 OF 11 RAYZOR INVESTMENTS, LTD. SECTION 3, TRACT THIRTEEN CALLED 26.466 ACRES VOL. 1796, PG. 601 D.R.D.C.T. 0 ELECTRIC EASEMENT No. 2 9.360 ACRES MATCHLINE - SEE SH. 11 OF 11 1. Bearings of lines shown hereon are referenced to Grid North of the Texas Coordinate System of 1983 (North Central Zone: NAD83(2011) EPOCH 2010) as derived locally from Western Data Systems Contirxwusly Operating Reference Stations (CORS) via Real Time Kinematic (RTK) methods. The distances shown hereon represent surface values utilizing an Average Combination Factor of 1.000147317 tD scale from grid to surface. 2. This exhibit was prepared without the benefit o1 a current title commitment. Additional easements, rights-of-way and/or other matters of record may affect this tract that are not shown hereon. teague nail & perkins 1517 Gnus Pier* Drive, Sufic 340 np Denton, T*ros 76205 ,a 940.393A177ph 940.383.8026fa 0 SO 100 ... SCALE: 1" = 501 1.360 ACRE ELECTRIC EASEMENT NO. Z SITUATED IN THE N. MEISENHAMER SURVEY, ABSTRACT NO. 810 CITY OF DENTON, DENTON COUNTY, TEXAS DME13222 SHEET 10 OF 11 EXISTING 15' ELECTRIC EA VOL. 519, PG. 165 D.R.D.C.T. EXISTING 15" GTE SOUTHWEST VOL. 3079, PG. 632 D.R.D.C.T. gv eu (03 it '. y� ................• .•;.. W� zm O Q4859 �W tnp hz— m r.O SITUATED IN THE N. MEISENHAMER SURVEY, ABSTRACT NO. 810 CITY OF DENTON, DENTON COUNTY, TEXAS 3TC 0 50 100 SCALE: I"= 50' LEGEND A CALCULATED POINT O 1112 IRON ROO FOUND UNLESS NOTED OTHERWSE GN CONTROLLING MONUMENT ® TELEPHONE UTILITY POWER POLE E GUY WRE ,( UTILITY SIGN UNLESS NOTED OT14ERWSE FOM I FIBER OPTIC MARKER EASEMENT BOUNDARY PROPERTY LINE --�— EXISTING EASEMENT APPROXIMATE SURVEY LINE F EXISTINGCENTERLINE .ter EDGE OF ASPHALT ""—OHE— — OVERHEAD ELECTRIC MH EXHIBIT "B" MATCHLINE SEE SH. 10 OF 11 N i II` t RAYZOR INVESTMENTS, LTD. ?j SECTION 3, TRACT THIRTEEN CALLED 26.466 ACRES M VOL. 1796, PG. 601 w D.R.D.C.T. Ch O zl Q UJ C M w CO) ELECTRIC EASEMENT No. Z 0 . � 1.360 ACRES 32.3' �� i ia %Oq T V &I - -C a I a PROPERTY LINE 4. �D RP.R.93.O 31 25.00' � � ' DOC. N0.93-035031 STOP 1 , CITY OF DENTON SIGN CONC. CURB 0.631 ACRES a ORDINANCE NO. 93.086 FOR STREET AND UTILITY PURPOSES DOC. NO. 93-035030 R.P.R.D.C.T. NWES 1. Bearings of lines shown hereon are referenced to Grid North o1 the Texas Coordinate System of 1983 (North Central Zone: NAD"2011) EPOCH 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (CORS) via Real Time Kinematic (RTK) me9mds. The distances shown hereon represent surface values utilizing an Average Combination Factor of 1.000147317 to scale from grid to surface. 2 This exhibit was prepared without the benefit of a current litla commitment. Additional easements, rights-of-way andror other matters of record may affect this tract that are not shown hereon, teague nail & parkins tnp1317 Cenrre Place Drive, Swire 320 Deals., Texas 76203 940.363.4177 ph 940.263.60261. www.mpinc.com LINE BEARING DISTANCE L2 N 88'33'39" W 42.50' RAYZOR INVESTMENTS, LTD. SECTION 3, TRACT FOURTEEN CALLED 76.36 ACRES VOL. 1796, PG. 601 D.R.D.C.T. TODD S. TURNER ................• .•;.. 116360 ACRE Q4859 ELECTRIC EASEMENT NO.2 SITUATED IN THE N. MEISENHAMER SURVEY, ABSTRACT NO. 810 CITY OF DENTON, DENTON COUNTY, TEXAS DME13222 SHEET 11 OF 11 Exhibit "G" Form of Temporary Work Easement Instrument Attached Hereto. Bonnie Brae/Riney Tract Exchange Rayzor Investments — City of Denton Exhibit "G" NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOU SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. TEMPORARY CONSTRUCTION EASEMENT THAT Rayzor Investments, Ltd., a Texas limited partnership ("Grantor"), of Denton County, Texas, for good and valuable consideration to it provided by the City Of Denton, a Texas home -rule municipal corporation ("Grantee"), receipt of which is acknowledged, does grant, bargain, sell and convey unto the City of Denton, Texas, a temporary construction easement in, along, upon, over, under and across the parcels described on Exhibit "A" and illustrated on Exhibit "B" as (i) 50' TEMPORARY CONSTRUCTION EASEMENT No. 1 (1.833 Acres), (ii) 50' TEMPORARY CONSTRUCTION EASEMENT No. 2 (1.601 Acres), and (iii) a 1.334 acre tract of land, for the construction of certain public electrical utility improvements on lands adjacent to the temporary construction easement areas herein described. This temporary construction easement shall only be used by Grantee, its successors and assigns, in connection with the construction of certain public electrical utility improvements AND is made subject to (i) any and all easements, restrictions, claims, rights of way, encroachments, or encumbrances and any other matters which are of public record, (ii) all municipal or other governmental zoning laws, regulations, and ordinances, and (iii) any other matters affecting this easement which are of public record or which would be disclosed by a physical inspection of the area described on Exhibit "A" and/or an accurate survey of said area. In the event the surface of any easement area is disturbed by Grantee's exercise of any of under this easement, such area shall be restored to the condition in which it existed at the commencement of such activities. This temporary construction easement shall expire on the earlier to occur of: (1) the completion of the public electrical utility improvements; or (2) six months after the Effective Date hereof. TO HAVE AND TO HOLD unto Grantee for the purposes aforesaid the premises above described. This temporary construction easement, together with the provisions of this grant, shall constitute a covenant running with the land for the benefit of Grantee, its successors and assigns and for the benefit of Grantor, its successors and assigns, subject to the terms of expiration herein provided. [Grantor's Signature On Following Page] Page 1 of 2 — Temporary Construction Easement Witness my hand to be effective this day of 20 Date"). GRANTOR: RAYZOR INVESTMENTS, LTD., A TEXAS LIMITED PARTNERSHIP By: The Rayzor Company, a Texas corporation, as its general partner Philip A. Baker, Vice President ACKNOWLEDGMENT STATE OF TEXAS § DENTON COUNTY § ("Effective This instrument was acknowledged before me on this the day of , 20 , by Philip A. Baker, Vice President of The Rayzor Company, a Texas corporation, as the general partner of Rayzor Investments, Ltd., a Texas limited partnership, on behalf of said limited partnership. Notary Public - State of Texas Accepted this day of 20_ for the City of Denton (Resolution No. 91-073). IN Paul Williamson Real Estate Manager After recording, please return to: City of Denton Utilities Engineering Department 901-A Texas Street Denton, Texas 76209 Attention: Paul Williamson Page 2 of 2 — Temporary Construction Easement Exhibit "A" Legal Description attached hereto. Exhibit "A" — Temporary Construction Easement Exhibit "A" LEGAL DESCRIPTION BEING a 1.334 acre tract of land situated in the N. Meisenhamer Survey, Abstract No. 810, City of Denton, Denton County, Texas, and being known as that tract of land described in a Deed to Deborah Collinsworth, as recorded in Document No. 99-127801 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a 1/2 inch iron rod found for comer in the East line of Bonnie Brae Street (a variable width right-of-way), said point being the Southwest comer of the above cited Collinsworth tract, said point also being in the North line of a called 26.466 acre tract of land described as Section 3, Tract Thirteen in a Deed to Rayzor Investments, Ltd., as recorded in Volume 1796, Page 601 of the Deed Records of Denton County, Texas, from which the Northwest comer of said 26.466 acre tract bears North 89027'53" West a distance of 1.65 feet; THENCE North 00°36'10" East (North — Deed) along the East line of said Bonnie Brae Street, for a distance of 210.92 feet (210.70'— Deed) to a 1/2 inch capped iron rod found for corner at the intersection of the East line of said Bonnie Brae Street with the South line of Riney Road (a variable width right-of- way), said point being the Northwest comer of said Collinsworth tract; THENCE South 89°2449" East (East — Deed) along the South line of said Riney Road, for a distance of 275.64 feet (275.67'— Deed) to a 5/8 inch iron rod with cap stamped "TNP" set for comer at the Northeast comer of said Collinsworth tract; THENCE South 00°35'11" West (South — Deed) departing the South line of said Riney Road, and along the East line of said Collinsworth tract, passing the Northwest corner of Lot One, Block One per the Final Plat of B.F. Price Addition, as recorded in Cabinet C, Page 126 of the Plat Records of Denton County, Texas, at a distance of 10.00 feet, and continuing along the East line of said Collinsworth tract and the West line of said Lot One, for a total distance of 210.67 feet (210.70'— Deed) to a 1/2 inch iron rod with cap stamped "Alliance" found for comer at the Southeast comer of said Collinsworth tract and the Southwest corner of said Lot One, said point also being in the North line of said 26.466 acre tract; THENCE North 89°27'53" West (West — Deed) along the South line of said Collinsworth tract and the North line of said 26.466 acre tract, for a distance of 275.70 feet (275.67'— Deed) to the POINT OF BEGINNING, and containing 1.334 acres of land, more or less. TNP Project No. DME13222 — Collinsworth ALTA Survey EXHIBIT "A" LEGAL DESCRIPTION TEMPORARY CONSTRUCTION EASEMENTS RMor investments. Lid. Tract QRS! RY_CONSTRUCTION EASEMENT BEING a 1.833 acre tract of land situated in the N. Meisenhamer Survey, Abstract No. 810, City of Denton, Denton County, Texas, and being a part of a called 76.36 acre tract of land described as Section Three, Tract Fourteen per Deed to Rayzor Investments, Ltd., as recorded in Volume 1796, Page 601 of the Deed Records of Denton County, Texas, and being more particularly described as follows: COMMENCING at a point for the Northwest comer of North Lakes Fire Station Addition, per the Final Plat recorded in Cabinet G, Page 330 of the Plat Records of Denton County, Texas, said point being in the East line of Bonnie Brae Street, a variable width right-of-way as dedicated by said Plat of North Lakes Fire Station Addition, said point also being in the South line of said 76.36 acre Tract Fourteen; THENCE South 88°39'43" East, along the North line of said North Lakes Fire Station Addition and the South fine of said Tract Fourteen, for a distance of 64.29 feet to the POINT OF BEGINNING: THENCE North 00037'52" East, departing the North tine of said North Lakes Fire Station Addition and the South line of said Tract Fourteen, for a distance of 665.89 feet to a point for comer; THENCE North 00°4243" East, for a distance of 930.99 feet to a point for corner located at the intersection with the South line of a called 0.631 acre tract of land as established by Denton City Council Ordinance No. 93-086 for Street and Utility purposes, and recorded in Document No. 93-035030 of the Real Property Records of Denton County, Texas; THENCE South 88933'39" East, along the South line of said 0.631 acre tract, for a distance of 50.00 feet to a point for comer, THENCE South 00°42'43" West, departing the South line of said 0.631 acre tract, for a distance of 930.32 feet to a point for comer; THENCE South 00°37'52" West, for a distance of 666.47 feet to a point for comer located at the intersection with the North line of Lot 1, Block 1 of said North Lakes Fire Station Addition and the South line of said Tract Fourteen, from which a concrete monument found at an angle point in the North line of said Lot 1 bears South 88°39'43" East a distance of 115.63 feet; THENCE North 88039'43" West, along the North line of said Lot 1 and the South line of said Tract Fourteen, for a distance of 50.00 feet to the POINT OF BEGINNING, and containing 1.833 acres of land, more or less. TE PORAKY_ CONSTRUCTION EASEMENT NO. 2 BEING a 1.601 acre tract of land situated in the N. Meisenhamer Survey, Abstract No. 810, City of Denton, Denton County. Texas, and being a part of a tailed 26.466 acre tract of land described as Section Three, Tract Thirteen per Deed to Rayzor Investments, Ltd., as recorded In Volume 1796, Page 601 of the Deed Records of Denton County, Texas, and being more particularly described as follows: COMMENCING at a 112 inch iron rod with cap stamped "Alliance' found at the Southeast comer of a called 1.334 acre tract of land described in a Deed to the City of Denton, Texas, as recorded in Document No. 2016-25144 of the Official Records of Denton County, Texas, said point also being in the North line of said 26.466 acre Tract Thirteen; THENCE North 89`27'53" West, along the North line of said Tract Thirteen and the South line of said 1.334 acre tract, for a distance of 159.84 feet to the POINT OF BEGINNING; THENCE South 00027'15" West, departing the North line of said Tract Thirteen and the South line of said 1.334 acre tract, for a distance of 420.01 feet to a point for corner; DME13222 — Rayzor Investments Tract - Temporery Construction Easements Page 1 of 11 THENCE South 00°4243" West, for a distance of 974.90 feet to a point for comer located at the intersection with the North line of a called 0.631 acre tract of land as established by Denton City Council Ordinance No. 93-086 for Street and Utility purposes, and recorded in Document No, 93-035030 of the Real Property Records of Denton County, Texas; THENCE North 88°3339" West, along the North tine of said 0.631 acre tract, for a distance of 50.00 feet to a point for comer, THENCE North 00°42'43" East, departing the North line of said 0.631 acre tract, for a distance of 974.15 feet to a point for comer; THENCE North 00027'15" East, for a distance of 419.97 feet to a point for comer at the intersection with the North line of said Tract Thirteen and the South line of said 1.334 acre tract, from which a 1/2 inch iron rod found for the Southwest corner of said 1.334 acre tract bears North 89'2153" West a distance of 65.85 feet; THENCE South 89°27'53" East, along the North line of said Tract Thirteen and the South line of said 1.334 acre tract, for a distance of 50.00 feet to the POINT OF BEGINNING, and containing 1.601 acres of land, more or less. N9 Bearings Bearings are referenced to grid north or the Texas Coordinate System of 1983 (North Central Zone; NAD83 (2011) Epoch 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (CORS) via Real Time Kinematic (R779 survey methods. Distances represent surface values utilizing an average combined scale factor of 1.000147317 to scale from grid to surface. DME13222 — Rayzor Investments Tract - Temporary Construction Easements Page 2 of 11 ��.'..OF.. T S Tfq aSTodd W 8. Tumor, R.P.L.S. No. 4959 Teague Nall & Perkins .............TOM fuRNtt (-4,,A*- 1517 Centre Place Drive Suite 320& , Denton. Texas 76205 .o 4859 940-383.4177 9Date: August 17, 2016 w : !e4 DME13222 — Rayzor Investments Tract - Temporary Construction Easements Page 2 of 11 Exhibit "B" Drawing attached hereto. Exhibit "B" — Temporary Construction Easement (f`r MIA,rr:�rr t EXISTING 1S GTE TEMPORARY SOUTHWEST EASEMENT + I VOL. 3079, PG. 632 ImnE D.R.D.C.T. 0 50 100 SCALE: 1" = 50' F •'0 F T� P✓'G\STER U EXISTING 15' ELECTRIC EASEMENT /) VOL. 519, PG. 165 I 175' D.R.D.C.T. I �• f N. MEISENHAMER SURVEY, ABSTRACT NO. 810 CITY OF DENTON, DENTON COUNTY, TEXAS V 1.833 ACRES IJ w 2 O p t �> a O 4 V V 0 Qo a ADOPT A SPOT- POT SIGN SIGN 00 t 55' EXISTING F I 15' WATER LINE EASEMENT VOL 4795, PG. 630 R.P.R.D.C.T. i I I SIDEWALK AND PUBLIC - UTILITY EASEMENT ( I a VOL. 2542, PG, 51 II 'L ( I D.R.D.C.T. � ff POINT OF �4a� p COMMENCING I i I TC... E No' 1 I • hEl uUlr SAVE AND EXCEPT VOL 697, PG. 217 SIGN r �. Q ,iS �88°3943" E 4.29" � Y i ILL M � ti e im, "t �CONC. g DRIVE,,.6 & CALCULATED POINT tnp , �f Uj 0 1/2 MON ROD FOUP40 UNLESS NOTED OTHERV ASE �a ® w NOTES: z t. Bearings of lanes shahn hereon are rarerencod to Grid North of the Texas Coor6nale System of 1983 (Norah Central Zone: NA08312011) EPOCH 2010) Eis derived locally from westem Data Systems Continuously Operating Refermice Stations (CORS) via Rcal Time Kinematic (RTK) mothods. The distances shavn hereon represent surface values Utilizing an Average Combirzticn Factor of 1.DM147317 to scale from grid to surface. 2. This exhibit was prepared without the benefit of a current title commitment. Additional easomonts, rights f•way andlor other matlers of record may affect tract that am not shown haraon. r. League nail & perk ins 1517 cent. Vlore DAve, Wi. 310 D@NDn. TaxaL 76103 940.363.4177 ph 940.383.0026N tnp www.Inpincaom MIA,rr:�rr 23 z APPROXIUATESURVEYLINE ,--PROPERTY LINE Ll S 88"3943" E `115.63' �p CONCRETE POINT OF MONUMENT BEGINNING (CM) TCE No. 1 LOT 1, BLOCK 1 ;v ADDITION TEMPORARY 06V CONSTRUCTION 0 50 100 SCALE: 1" = 50' F •'0 F T� P✓'G\STER x00 EASEMENT No.9 :...........:... TODD B. TURNER TEMPORARY C STRUCTI ,*-o4859 9 PQF SE E T NO. 1 SITUATED IN THE �• f N. MEISENHAMER SURVEY, ABSTRACT NO. 810 CITY OF DENTON, DENTON COUNTY, TEXAS J ! 1.833 ACRES IJ DME13222 SHEET 3 OF 11 0 00 RAYZOR INVESTMENTS, LTD, SECTION 3, TRACT FOURTEEN cD cD PART OF CALLED 76.36 � ff ACRES 1796, PG. 601 11JVOL. p D.R.D.C.T. SAVE AND EXCEPT VOL 697, PG. 217 �N Y/ /Ny Y i M r ti LEGEND g M & CALCULATED POINT 0 ® 0 0 1/2 MON ROD FOUP40 UNLESS NOTED OTHERV ASE '� ® cnt CONTROLLING MONUMENT z §�fA.P' hot �_,. �x �} . spy (J TELEPHONE UTILITY V� POWERPOLE GUYWIRE UTILITY SIGN UNLESS NOTED OTNERMSE FOM rfBER OPTIC MARKER � EASEMENT BOUNDARY PROPERTYUNE r Ex15TING EASEMENT APPROXIMATE SURVEY LINE EXISTING CENTERLINE EDGE OF ASPHALT ---OHE— — OVERHEAD ELECTRIC 23 z APPROXIUATESURVEYLINE ,--PROPERTY LINE Ll S 88"3943" E `115.63' �p CONCRETE POINT OF MONUMENT BEGINNING (CM) TCE No. 1 LOT 1, BLOCK 1 NORTH LAKES FIRE STATION ADDITION CAB. P.R.D.C.T330 06V 0 50 100 SCALE: 1" = 50' F •'0 F T� P✓'G\STER 1.833 ACRE :...........:... TODD B. TURNER TEMPORARY C STRUCTI ,*-o4859 9 PQF SE E T NO. 1 SITUATED IN THE �• f N. MEISENHAMER SURVEY, ABSTRACT NO. 810 CITY OF DENTON, DENTON COUNTY, TEXAS J ! IJ DME13222 SHEET 3 OF 11 EXISTING 20• ENERGY ASSETS OPERAT COMPANY EASEMENT DOC. NO. 2007-142652 R.P.R D.C.T. EXISTING 15' 11'11 GTE SOUTHWEST EASEMENT VOL, 3079, PG. 632 D,R.D.C.T. EXISTING 15' WATER LINE EASEMENT VOL. 4795, PG. 830 R.P.R.D.C.T. z � O D I LS ELECTRIC EASEMENT VOL, 519, PG, 165 D.R.D.C.T, o Q 11 Illi lull r !, c tS�\nl�j �g 1 t NOTES I. Bearings of lines Shawn horoen aro referenced to Grid North of the Texas Coordhato System of I OB3 (Nosh Central Zane. NA083(2011) EPOCH 2010) as derived locally front Western Data Systems Continuously Operating Reference:.,, Stations (CORS) via Real Time Kinematic (RTK) molhWs. Tt d:sts:Tces shoHn �; •G \ S T ER F •, - I oreon represent surface values utilizing an Average Comtinzi6an Factor of '� O •.9 .=147317 to scale from grid to sixtaco, ��• alt •• • rr ••••• 2. This exhibit was prepared without the benefit of a current lite commitment. TODD B. TURNER Additional easements. rights•of•way and/or other matters of record may affect Utis ••v•••••••••••••••• ••y•• tract that are not shown hereon, 0 4 859 14VI,N3-%-0 tnp'eaque nail & perkins %� �?• IPO 1 s17 Centre Floc. Dive, sults 376 Denton. Tams 76]05 �p�•� 740.782.4177 ph 940.3113.1,096 I• ,(7 1 NV' www./npin<.som 6/ 67i 10VEC15`ua!i t]ni 64!E VP .i�Gof.'yYi++N U.•r W NNln L,in T l4»aW:nxYLYALI ]'.'1} fUV1Gfl Ml TCI.G.a RAYZOR INVESTMENTS, LTD. SECTION 3, TRACT FOURTEEN PART OF CALLED 76.36 ACRES VOL. 1796, PG. 601 D.R.D.C.T. SAVE AND EXCEPrVOL 697, PG. 217 0 50 100 SCALE: 1"= 50' LEGEND 0 CALCULATED POINT O 1r71RON ROD FOUND UNLESS NOTED OTHERVAIS£ :VJJ CONTROLLING IAOt1UMENT (D TELEPHONE UTILITY tt PONER POLE ( GUY \'MRE d UTILITY SIGN UNLESS NOTED OTHERMSE FOM FIBER OPTS MARKER EASEMENT BOUNDARY PROPERTY LINE E)(ISTING EASEMENT APPROXIMATE SURVEY LINE EXISTING CENTERLINE EDGE OF ASPHALT OVERHEAD ELECTRIC TEMPORARY CONSTRUCTION r ;EASEMENT NO. 1 SITUATED IN THE N. MEISENHAMER SURVEY, ABSTRACT NO. 810 CITY OF DENTON, DENTON COUNTY, TEXAS DME13222 SHEET 4 OF 11 EXHIBIT 11811 /� A'YOHLI . SEE SH. 6 OF 11 EXISTING 20EASEMENT ENERGY ASSETS OPERATING COMPANY I I LEGEND DOC. N0.2007-142852 - A CALCULATED POINT R'P'R'D'G'T' 1 O 112 IRON ROD FOUND UNLESS NOTED OTHERVASE Xuf CONTROLLING MONUMENT 7RINITYFJJERGY• TELEPHONEUTn.IrY z rovcRro C GAS B� �SIjGUY K7REG'N f EXISTING IS'ELECT ICEASENfENT I I I I a LMLITYSICNUNLESS NOTED OTHERINSE VOL' 619, PG. 166 FOM EIDER OPTIC MARKER D.R.D.C,T. I I EASEMENT BOUNDARY EXISTIJ 15'GTEI'PROPERTYUNE SOUTHWEST EASEMENTEXISII14G EASEMENT VOL. 3078, PG. 632 I ( I I $ iAPPROXIMATE SURVEY LINE r; EXISTING CENTERLINE J Jr nJ' IN EDGE OF ASPHALT ( I �' --ONE— — OVERHEAp ELECTRIC M 0 50 100 EXISTING ( cn 0) 15'WATER UNE EASEMENT--- VOL. 4705, PG, 830 i - * SCALE: 1"= 50' R.P.R.D.C.T. � N � L LJJ�M� 1 I �cr TEMPORARY m w °'a T• �? a I C:> o (� CC W Q z � () ® a CONSTRUCTION 00 EASEMENT N®o 1 tA �� 1.833 ACRES r Cd 0QO I I 74.8'c x W mRAYZOR INVESTMENTS, LTD. -911 z SECTION 3, TRACT FOURTEEN �r = PART OF CALLED 76.36 ACRES ® I VOL. 1796, PG. 601 o 5. i I I I D.R.D.C.T. SAVEAND O(CEPT VOL 607, PG, 217 CL yz e 1 0 x FIBER OPTIC MAW (ER � �� ..., ,. STC LIE - SEE SH. 4 OF 11 NOTES: 1. Bearings of lines shown horeon are referenced to Grid North of 0w Texas Coordinate System o! 1983 (North Central Zone: NA083(2011) EPOCH 2010).)s derived locally from Western Data Systems Contirwously Operating Relerenco 0 F Stations (CORS) via Real Time Kinematic (RTK) maUY7ds. The distances shcrwo �•"����•"• %� hefoon represent surface Values utifixing an Average Combriatioii Factoa nlR`c0 :T%�11333 ACRE 7.00014 7 31 7 to scale from grid to surface. �,• 4' r 2, this exhibit was Prepared without the benehl of a current title axnmitment. • ••. TODO....................... B.• TURNER •••• TEMPORARY R CONSTRUCTION STUTI Additional eoaomonts, rightso4way ane/or other matters of r6cad may alfcci Ibis ,,,, ......................... EASEMENT tract that are not shown tvu6m f'.?o 4659 ° ,.✓ SITUATED IN THE feagUe nail &perrklns a N. MEISENHAMER SURVEY, ABSTRACT NO. 810 1 sty C-6. vIo<. D,;—, s�;1.1oa (67CITY OF DENTON, DENTON COUNTY, TEXAS Delon, 7...176705 1�;%s.„ tnp 940.363.4177 P, 940.187.60761. `>1 �a DME13222 SHEET 5 OF 11 t ROJEGT54#/F11?Y2 CA+E qP sv RWmw ba.b1:x7 N1.nT(Wtw-rvaYM1Et1+JI W.'2pR tbt TCE uq EXISTING 20' EASEMENT ENERGY ASSETS OPERATING COMPANY - DOC. NO. 2007-142652 R.P.R.D.C.T. EXISTING 15' i WATER LINE EASEMENT VOL. 4795, PG. 830 R.P.R.D.C.T. . EXISTING 15' ELECTRIC EASEMENT VOL. 519, PG. 165 DI,R.D.C.T. EXISTING 15'J E�I SOUTHWEST EASEMEN VOL. 3079, PG. 632 D,R.D.C.T. NOTES 1. Bearings of lr`c15 hown hereon are referenced to Grid North of the Texas Coordinate $ysteof 1983 (Nosh Central Zone: NAD83(2011) EPOCH 2010) as derived locally from Western Data Systems Contrn=jously Operating Rolorenca Stations (CORS) via Real Time Knomatic (RTK) methods. The distances shown hereon represent surface values utilizing an Average Combination Factor of 1,000147317 to scale from grid to surface. This exhibit was prepared without trio benefit of a current title commitment. "' Additional easements, rights-or-wey andler other matters ci record may affb t this tract that are not Shawn hernon. League nail & peekins AM 1717 eon,,. 11— D,;.e, soar. 770 Denton, Texw iF 05 940.393.4177 Ph 940.757.2076 Ix tnp www.lnpinc.cem �.-.r cm G O� TEMPORARY RAYZOR INVESTMENTS, LTD. SECTION 3, TRACT FOURTEEN PART OF CALLED 76.36 ACRES VOL. 1796, PG. 601 D.R.D.C.T. SAVE AND EXCEPT VOL 687, PG. 217 0 50 100 SCALE: 11"= 50' LEGEND D CALCULATEOPOINT O tr2 IRON ROO FOUND UNLESS NOTED OTHERWISE Cu CONTROLLING MONUMENT LT] TELEPHONE UTILITY LQ POVWA POLE E CUYWRE UTILITY SICNUNLESS NOTED OTHERV.sSE FOM FIBER OPTIC MARKER hA50,1ENT bOUNUAKY PROPERTY LINE EXISTING EASEMENT APPROXII44TE SURVEY UNE Q EXISTING CENTERLIrtE EDGE OF ASPHALT —�—OHE— — OVERHEAD ELECTRIC TC LO - SEE SH. 5 OF 11 I. 0F. .Tt RFo• 9�1.833 ACRE ....................:.. TEMPORARY CONSTRUCTION TODD B. TURNER EASEMENT C. 1 SITUATED IN THE N. MEISENHAMER SURVEY, ABSTRACT NO. 810 CITY OF DENTON, DENTON COUNTY, TEXAS DME1322-2 SHEET 6 OF 11 STORM DRAIN MANHOLE d 2 J y ti 0 a L55' SURVEY LINE F3TWW.TTFn72= LINE ___j I BEARING L2 S 88'33'39" EE]!W50.00' RAYZOR INVESTMENTS, LTD. SECTION 31 TRACT THIRTEEN s- CALLED 26.466 ACRES STOP VOL. 1796, PG. 601 D.R. D.C.T. C. e? L, D R0 r\`� ',�, '(} n CO) C�•�C� U��`ej1t:)L'r� �/���G.� I.r`�i�J o J`} � L EXISTING 15'ELECTRIC EASEMENT VOL. 519, PG. 165 D.R.D.C.T. EXISTING 15' GTE SOUTHWEST EASEMENT VOL. 3079, PG. 632 D.R_D.C.T. 74.9' TELE - 'PARK' SIGN � X11 z MATCWLINE m SEE SH. 6 OF i 1 NOTES: 1. Bearings of lines shown hereon are referenced to Grid North of the Texas Coordinate Syslern of 1963 (North Central lone NAD83(2011) EPOCH 2070) as derived lodally from Western Data Systems Continuously Operating Reference Stations (CORS) via R6al Time Kinematic (RTK) methods. The distances shown hereon rWesont surface values utilaing an Average Comhinali n Factor of 1.000147317 to scale from grid to surface. 2, This exhibit was Prepared without the benefit of a current title canmiUntint. Additional easements, fights -off -way and/or other matters of remd may affect this Iram that are not shown horom, teague nal) & perkins ";. 15 17 Centre Pta.e Orivn, Sv»e 320 Denton, Texm 76703 tnp 940M3.4177 ph 940.381,8026 1. d �, "J www.lnpine.eum LEGEND Q I CALCULATED POINT O 1/2 IRON ROD FOUND UNLESS NOTED OTHERY"SE CONTROLLING 1,10NUMCNT L�] TELEPHONE UTILITY LSt POWER POLE E GW WRE d UTILITY SIGN UNLESS NOTED OTHERWISE FOM I FIBER OPTC MARKER. EASEVENTEOUNDARY PROPERTY LINE '- EXISTING EASEMENT APPROXUAATE SURVEY LINE Q EXISIFINGCENTERLINE -20'DRAINAGE EASEMENT . a r EOGEOFASPHALT DOC, NO. 93-035031 —CHE— — �ovEAHEAOELEcrRlc R.PPRR.D.C.T__ — PROPERTYLINE CITY OF DENTON 0.631 ACRES -- ORDINANCE NO, 93-080 F R STREET AND UTILITY PURPOSES "7 DOC. NO.93-035030 R.P.R.D,C.T. S 88°3339" E 486.26' m PROPERTY LINE (V C': 16' PUBLIC UTILITY EASEMENT ® DOC. NO. 93-035032 M R.P.R.D.C,T. RAYZOR INVESTMENTS, LTD. SECTION 3, TRACT FOURTEEN PART OF CALLED 76.36 ACRES VOL. 1796, PG, 601 D.R.D,C.T. SAVE AND EXCEPT VOL 097, PG. 217 o TEMPORARY CONSTRUCTION EASEMENT No. f 1.833 ACRES 0 50 100 OF SCALE: I"= 50' •••• •• TURNER •••'• TODDB. ..y..................... %... 1.833 ACRE I ':4 4859MPORARY CONSTRUCTION as' °.EASEMENT NO. 1 SITUATED IN THE If l N. MEISENHAMER SURVEY, ABSTRACT NO. 810 CITY OF DENTON, DENTON COUNTY, TEXAS DME13222 SHEET 7 OF 11 s- STOP _— SIGN c ') � : ( ��'` CONC. CURB . N 88°3339" W' �" ( 67.51' - -�. L2 74.9' TELE - 'PARK' SIGN � X11 z MATCWLINE m SEE SH. 6 OF i 1 NOTES: 1. Bearings of lines shown hereon are referenced to Grid North of the Texas Coordinate Syslern of 1963 (North Central lone NAD83(2011) EPOCH 2070) as derived lodally from Western Data Systems Continuously Operating Reference Stations (CORS) via R6al Time Kinematic (RTK) methods. The distances shown hereon rWesont surface values utilaing an Average Comhinali n Factor of 1.000147317 to scale from grid to surface. 2, This exhibit was Prepared without the benefit of a current title canmiUntint. Additional easements, fights -off -way and/or other matters of remd may affect this Iram that are not shown horom, teague nal) & perkins ";. 15 17 Centre Pta.e Orivn, Sv»e 320 Denton, Texm 76703 tnp 940M3.4177 ph 940.381,8026 1. d �, "J www.lnpine.eum LEGEND Q I CALCULATED POINT O 1/2 IRON ROD FOUND UNLESS NOTED OTHERY"SE CONTROLLING 1,10NUMCNT L�] TELEPHONE UTILITY LSt POWER POLE E GW WRE d UTILITY SIGN UNLESS NOTED OTHERWISE FOM I FIBER OPTC MARKER. EASEVENTEOUNDARY PROPERTY LINE '- EXISTING EASEMENT APPROXUAATE SURVEY LINE Q EXISIFINGCENTERLINE -20'DRAINAGE EASEMENT . a r EOGEOFASPHALT DOC, NO. 93-035031 —CHE— — �ovEAHEAOELEcrRlc R.PPRR.D.C.T__ — PROPERTYLINE CITY OF DENTON 0.631 ACRES -- ORDINANCE NO, 93-080 F R STREET AND UTILITY PURPOSES "7 DOC. NO.93-035030 R.P.R.D,C.T. S 88°3339" E 486.26' m PROPERTY LINE (V C': 16' PUBLIC UTILITY EASEMENT ® DOC. NO. 93-035032 M R.P.R.D.C,T. RAYZOR INVESTMENTS, LTD. SECTION 3, TRACT FOURTEEN PART OF CALLED 76.36 ACRES VOL. 1796, PG, 601 D.R.D,C.T. SAVE AND EXCEPT VOL 097, PG. 217 o TEMPORARY CONSTRUCTION EASEMENT No. f 1.833 ACRES 0 50 100 OF SCALE: I"= 50' •••• •• TURNER •••'• TODDB. ..y..................... %... 1.833 ACRE I ':4 4859MPORARY CONSTRUCTION as' °.EASEMENT NO. 1 SITUATED IN THE If l N. MEISENHAMER SURVEY, ABSTRACT NO. 810 CITY OF DENTON, DENTON COUNTY, TEXAS DME13222 SHEET 7 OF 11 Q CONC. Nn; -I DRIVE 1.65' r� n U in' IRF �nft Ir -'-I (CA9) CJ r rf� 0 U , EXISTING 15' ELECT IC EASE AE 41 VOL. 519, PG. 165 D.R.D.C.T. SIGN RIGHT LANE : MUST TURN EXISTING 15' GTE SOUTHWi1ST EASE h ENT VOL. 3079, PG. 632 D.R.D.C.T. EXHIBIT "l" 1 7-- i .✓ CITY OF DENTON, TEXAS `F r CALLED 1,334 ACRES I, ! ; FRAME / •"GRAVEL HOUSE ,/ DOC. NO. 2016.25144 DRIVE) ✓'% .,r O.R.D.C.T. N 89°2753" W �, 65.85' y� Ll r �3 or) a GTE TELE FOM W 1 I� I LU �? 91V J ®c y Z Q d Icc� R I / d• / 74.8' N 89°27'53" W 159.84' PROPERTY UNE LINT OF BEGINNING TICE No. 2 POINT OF1 COMMENCING TICE 1/2' CIRF ALLIANCE" (CM) TEMPORARY 00 CONSTRUCTION EASEMENT No.2 1.601 ACRES x32 RAYZOR INVESTMENTS, LTD. © SECTION 3, TRACT THIRTEEN N CALLED 26.466 ACRES VOL. 1796, PG. 601 W s ��� D.R.D.C.T. � " r �- � � t•. � tj� pv G� rrr ((( OO Da.CO)i1 N'yg i:�r' N Ij�o ,,.acr ir•,1 11 U �0 50 100 VJ � i SCALE: 1"= 50' NOTES ATCHLINE • SEE SIS. 9 OF 11 1. Baofings of lines shown hereon are rofore rice d to Grid North of tho Texas Coordinate System of 19031Nonh Central Zone: NA083(2011) EPOCH 2010) as derivod locally from Western Data Systems Contirvucusly OperaliN Relorence Stations (CORS) via Real Time Kinematic (RTK) methods. The distances shoKn hereon represent surface values utilizing an Average Combination Factor of 1.&0147317 to scale from grid to SUrfaco. 2, This exhibit was prepared without the benefit of a current title Commit men/. Additional easements, rights-of-way and/or other mailers of record may oHeet this tract that are not shown t*.rwn. League nail & perkins I s1r e.m,e Plnae o,l.., sell. Iso j Denton, Te... 76205 'f 940.383,4177 ph 940.383.80261• tnp LEGEND A CALCULATEDPOINT O 1/2 IRON ROD FOUND UNLESS NOTED OTHERWISE tN CONTROLLING MONLMENT © TELEPHONE UTILITY POVYER POLE E• GUY WRE a UTILITY SIGN UNLESS NOTED OTHERVASE FOM I FIBER OPTIC MARKER EASEMENT BOUNDARY PROPERTYLLNE EXISTING EASEMENT APPROXIMATE SURVEY LNE- Q EXISTING CENTERLLNE EDGE CF ASPHALT ---DHE— — OVERHEAD ELECTRIC LINE BEARING DISTANCE . e L1 S 89.27'53" E 50.00' 1.601 ACRE....•TODD B. TURNER•••• RY CONSTRUCTION .•v.....•.... ..... 485 EASEMENT NPo2 SITUATED IN THE SURF N. MEISENHAMER SURVEY, ABSTRACT NO. 610 r CITY OF DENTON, DENTON COUNTY, TEXAS DME13222 SHEET 8 OF 11 MATCH6IHE d SEE SH. 8 OF n 11 EXHIBIT NBN I I W � ; D.R.D.C.T. 10 o 50 loo a{Pry. s O f y 1, 414 �d{i.�il SCALE: 1" = 50' ° (g, Iti O � U W LU IR am i IL _I n ( no O � v' 0 77 Fay DRI a I OONVENT-Alk'ji I N o �o� N 75' 15' ELECTRIC EASE VOL. 519, PG. 165 lEXISTING D.R.D.CT ,I 55' EXISTING 15' GTE SOUTHWEST EASEMENT EXHIBIT NBN VOL. 3079, PG. 632c D.R.D.C.T. 10 o 50 loo a{Pry. s W ' 414 �d{i.�il SCALE: 1" = 50' O � mp v' 0 s� 1 ' I N o �o� N N O C3tnp O R � c t TEMPORARY CONSTRUCTION 0000 EASEMENT N®. 2 1.601 ACRES EXISTING 15' GTE SOUTHWEST EASEMENT fir: VOL. 3079, PG. 632c D.R.D.C.T. 10 ' O � mp I O R RAYZOR INVESTMENTS, LTD. SECTION 3, TRACT THIRTEEN CALLED 26.466 ACRES VOL. 1796, PG, 601 D.R.D.C.T. �Ma'JLS( �alip,J ltt�M �Dra d5[3 000 a 0 NOTES: MATCHL1 . SEE SH. 10 OF 11 Bearings of linos shown hereon are referenced to Grid North of the Texas Coordmale System of 1983 (Nosh Central Zone: NADfi3(201 t) EPOCH 2010) as derived locally from Western Data Systems Continuously Operating Reference O F Stations CORS ' R IT' K• LEGEND A CALCULATED POINT O 1R IRON ROD FOUND UNLESS NOTED OTHERVdSE CM CONTROLLING MONUf.1ENT W TELEPHONE UTILITY PO -AER POLE f GUY N^, RE sl UTILITY SIGN UNLESS NOTED OTl1ERVASE FOMFIBER OPTIC MARKER EASEMENT BOUNDARY PROPERTY LINE EXISTING EASEMENT — — APPROXIMATE SURVEY LINE Q EXISTING CENTERLME .t EOGE OF ASPHALT —OHF-- OVERHEAD ELECTRIC { ) vra as .me Inemahc ( ) methods. Tha distances shown �a � hotoon represent surface values utilizing an Average Cc bt nation Faclor of A, \ S t ER., . 1.0>OT,7317 to scale from grid to surface. Q. O • f •. 9� 601 ACRE 2. This exhibit was prepared without lila benefit of a current title Commitment,...............................TEMPORARY CONSTRUCTION Additional oasemcmis, iighls-of-way and/or other matters of record may affect this TODD D. TURNEpqpqo tract that are not shown hereon •'Y•"••• '••'•"•••Y'•"FEASEMENT a 4859 f! jj SITUATED IN THE feague nail SL perkins C sX° N. MEISENHAMER SURVEY, ABSTRACT NO. 810 15I7 Cennier. PlD,;7.,on, Texot 7470705 UR 370 tnp Den�" 14 t r CITY OF DENTON, DENTON COUNTY, TEXAS ' '^ak 940.393.4177 A 940.7113.60161. vnv Mpinc.ram � f .�' � � DME13222 SHEET 9 OF 11 EXISTING 15' GTE SOUTHWEST VOL. 3079, PG. 632 D.R.D.C.T. Ii EXISTING 15' ELECTRIC EASE FA EI T VOL. 619, PG. 165 D.R.D.C.T. NOTES; ATCHLIE - SEE SH. 11 OF 11 t. Bearings of lines shown hereon are referenced to Grit North Cf BTo Texas Coordinate System of 1983 (North Central Zones NAD83(2D11) EPOCH 2010) as derived locally from Western Data Systems CCnllnuouay Operating Reference 0 F Stations (CORS) via Real Time Kinematic (RTK) mo,hods. The distances shown '� 4'.•"" S T ER hereon represent surface values utilizing an Average Combination Factor of �P.�'5 T FO •'9 1.=147317 to scale from grid to surface. 2. This exhibit was prepared without the benefit of a Current title Commitment. """".D D. '�••�'����� Additional easements, rights-cf-way and/or other matters of record may affect this TODD D. TURNER• tract that are not shown hereon. ..%: ...... •; ��� :a , 448859 teague nail & perkins e' 5. r 1517 Cnnlw plat• Odw, S.;w 7711 +` •�� tnp Damon, T,+ 76701 '.moi U R NM $ 940.363.4177 ph 940.78).80761. . , kKz 51J` wvrw.tnpinc.rnm TEMPORARY • I I .1 RAYZOR INVESTMENTS, LTD. SECTION 3, TRACT THIRTEEN CALLED 26.466 ACRES VOL. 1796, PG. 601 D.R.D.C.T. 0 50 100 SCALE: 1"= 50' LEGEND 6 CALCULATED POINT �— O 1112 IRON ROD FOUND UNLESS NOTED OTHERWSE to CONTROLLING MONUMENT T[] TELEPHONE UTILITY POWER POLE E GUY VhRE UTILITY SIGN UNLE SS NOTED OTHERWISE FOtA I FIBER OPTIC MARKER EASEMENT BOUNDARY PROPERTY LINE ---- -- EX13TING EASEMENT .– APPROXIMATE SURVEY LINE 4 EXISTING CENTERLINE EDGE OF ASPHALT ---•OHE `– — OVERHGOELECTSIC 1.601 ACRE TEMPORARY CONSTRUCTION EASEMENT NO.2 SITUATED IN THE N. MEISENHAMER SURVEY, ABSTRACT NO. 810 CITY OF DENTON, DENTON COUNTY, TEXAS DME13222 SHEET 10 OF 11 SEE OF 11 EX—HIBIT "1311 EXISTING 15' ELECTRIC EASEMENT )�I VOL. 519, PG. 165 D.R.D.C.T. II III 55' EXISTING 15' GTE SOUTHWEST U VOL. 3079, PG. 632 D.R.D.C.T.IlaI (Ln I (IQ N 88°3339" W �-- 67.50 2-1 w O ti a I 2 � � Cr' N LU r� D � ® v5 J 4 C Z Q k0 OR Q STORM ,� L 1 �S IQI DRAIN, MH 0 74.8' aD r2 r LL Q 5 Ms,i i sT F L (Ln N 88°3339" W �-- 67.50 2-1 w a I I Il IL N i o � ( 0 M I� O 74.8' r LL Q 5 Ms,i i sT F L (Ln N 88°3339" W �-- 67.50 2-1 STOP–y SIGN a `r �< CO NC CURB iv... , , .• LEGEND © CALCULATED POINT O 112 IRON ROD FOUND UNLESS NOTED OTHERVASE Cv" CONTROLLINOMONUMENT ® TELEPHONEUT0.m ZQ POV.£R POLE f Guy \"E. .( UTILITY SIGN UNLESS NOTED 07HERVASE FOM FIDER OPTIC MARKER EASEMENT BOUNDARY PROPERTY LINE EXISTING EASEMENT ^' APPROXIMATE SURVEY LINE Q EXISTING CENTERLINE EDGE OF ASPHALT —SHE— OVERHEAD ELECTRIC RAYZOR INVESTMENTS, LTD, SECTION 3, TRACT FOURTEEN CALLED 76.36 ACRES VOL. 1796, PG. 601 D.R.D.C.T. NOTES' 1. Bearings of lines shown hereon are referenced to Grid North of the Texas Cowdinate System Of 1083 (North Central Zone: NAD93(2011) EPOCH 2010) as derived focalPy from Wostem Data Systems Continuously Operating Retwence Stations (CURS) via Real Time Kinematic (RT'K) methods. The distances shown hereon represent surface values utilizing an Average CwnDlnallcrt Factor of 1.000147317 to $Cato from D^d to surface. 2 This exhibit was prepared without Ilia benefit of a current title commitment. Additional easements, rignts-0f-way antllor other matters Of record may affect this tract that are not shown hereon. feague nail & perkins 1317 Centre plot. D.ir., Suit. ]]O Denton, ieaos 76205 'A Ips-+w� 940.393.4177 ph 940.055.90761. tn ' www.Mpinr.rom LINE BEARING DISTANCE j L2 N 88.33'39" W I 50.00' J TEMPORARY R 1.601 ACRES RAYZOR INVESTMENTS, LTD. SECTION 3, TRACT THIRTEEN CALLED 26.466 ACRES VOL. 1796, PG. 601 D.R.D.C.T. m[ -w1 @'%! PROPERTY LINE 20' DRAINAGE EASEMENT DOC. NO. 93-035031 R.P.R.D.C.T. S 88°3339" E 485,96' A 1 CITY OF DENTON 0.631 ACRES : e ORDINANCE NO. 93-086 FOR STREET AND UTILITY PURPOSES DOC. NO. 93-035030 R.P.R.D.C.T. 0r n ,•�G\ REO' ................... TODD B. TURNER 0 4859 Wk 0 50 1 CM 111 C {# off.. TEMPORARY CONSTRUCTI&A- f. SITUATED IN THE N. MEISENHAMER SURVEY, ABSTRACT NO. 810 CITY OF DENTON, DENTON COUNTY, TEXAS DME13222 SHEET 11 OF 11 MM1- i:W Form of Release Instrument Attached Hereto. Bonnie Brae/Riney Tract Exchange Rayzor Investments — City of Denton Exhibit "H" NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOU SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. RELEASE OF RIGHTS AND INTEREST WHEREAS, by that certain instrument dated , recorded at Document No. 2016- , Real Property Records, Denton County, Texas, the City of Denton, a Texas home rule municipal corporation, is the holder of a temporary right of entry and grant of possession in, along, over, upon and across certain property more particularly described therein; and, WHEREAS, the City of Denton desires to have said right of entry and grant of possession remised, released and forever relinquished; NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS: That, the City of Denton, a Texas home rule municipal corporation, for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, has forever remised, released and relinquished and by these presents does forever remise, release and relinquish all rights and interests created and established in the above-mentioned instrument. Executed on the day of 2017. By: ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: State of Texas § Denton County § CITY OF DENTON, a Texas home rule municipal corporation Howard Martin, Interim City Manager Acknowledgment This instrument was acknowledged before me on the day of , 2017, by Howard Martin, Interim City Manager, City of Denton, a Texas home -rule municipal corporation, on behalf of said municipal corporation. Notary Public, State of Texas Page 1 of 1- Release of Right of Entry and Grant of Possession Index of Additional Information — Rayzor Resolution Pages 1 through 2 —Appraisal Collinsworth Property Pages 3 through 82 —Appraisal Rayzor Investments Ltd. Property Pages 83 through 211 — DME13222 CITY OF DENTON Tr Elec Esmt Reservationl Pages 212 through 213 — DME13222 CITY OF DENTON Tr R -O -W Reservationl Pages 214 through 215 RESOLUTION NO. R2016-032 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DENTON, A TEXAS HOME RULE MUNICIPAL CORPORATION ("CITY"), STATING THE CIRCUMSTANCES AND CONDITION FOR THE EXCHANGE OF 1.334 ACRES LOCATED IN THE N. MEISENHAMER SURVEY, ABSTRACT NO. 810, DENTON, DENTON COUNTY, TEXAS, TO RAYZOR INVESTMENTS, LTD. ("RAYZOR"), FOR PERMANENT AND TEMPORARY EASEMENTS FROM, AND DEDICATION OF RIGHT OF WAY TO, THE CITY FROM RAYZOR AND THE PUBLIC PURPOSE ACHIEVED BY SAID EXCHANGE AS REQUIRED BY LOCAL GOVERNMENT CODE SECTION 272.001(k); AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton has acquired numerous property interests on N. Bonnie Brae St. between W. University St. and Riney Rd. and along Riney Rid. for the relocation and reconstruction of the existing transmission line; WHEREAS, the City purchased 1.334 acres located at the northeast corner of N. Bonnie Brae St. and Riney Rd. in the N. Meisenhamer Survey, Abstract No. 810, Denton, Denton County, Texas ("Property") for the relocation and reconstruction of its electric transmission line along N. Bonnie Brae St.; WHEREAS, the City plans to use a portion of the Property for the location of an electric transmission line, lay down area for the transmission line reconstruction in the area, and future street right of way; WHEREAS, the City needs additional electric utility easements on the east side of Bonnie Brae St., and south of the Property, on property owned by Rayzor Investments, Ltd.; WHEREAS, Rayzor has made an offer to obtain the Property from the City in exchange for the City receiving permanent and temporary electric utility easements south of the Property and the reservation of a permanent electric easement and dedicated right of way on the Property being conveyed to Rayzor ("Property Interests"); WHEREAS, the values of both the Property and Property Interests is approximately $150,000.00; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON RESOLVES, IN ACCORDANCE WITH LOCAL GOVERNMENT CODE SECTION 272.001(k): SECTION 1. That the exchange of the Property to Rayzor for the Property Interests to the City are circumstances that are unique due only to the location, and City's ownership, of the Property; SECTION 2. That the Property shall be conveyed to Rayzor conditioned upon Rayzor conveying the Property Interests to the City. SECTION 3. That the public purpose achieved by the exchange of the Property for the Property Interests is it allows the City to obtain the additional required electric utility easements to allow the City to timely commence with the relocation and reconstruction of the transmission line. SECTION 4. The statements contained in the preamble of this resolution are deemed to be findings of the City Council and are incorporated into the body of this resolution. SECTION 5. If any section, article, paragraph, sentence, phrase, clause or word in this resolution, 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 resolution; 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 6. This resolution shall become effective immediately upon its passage and approval._ PASSED AND APPROVED this the ° day of e4_ � � , �' � , 2016. t, CHRIS WATTS, MAYOR ATTEST: WALTERS, C1,TY SECRETARY AIBP VED A ' T`O LEGAL FORM: ANII A BURGESS, CITY ATTORNEY By: 000002 Appraisal of Whole Acquisition Proposed Whole Acquisition Collinsworth Property 3310 N. Bonnie Brae Street Denton, Denton County, Texas 76207 Prepared For: Freese and Nichols, Inc. Effective Date of the Appraisal: 9/29/2015 Report Format: Appraisal Report—Standard Format ? „ IRR - DFW File Number: 116-2015-1121 1S\`� 1��������� ���\,����-.._���� � �Fk ���\i`n:.. � ���( }�� �...�`c �•. -. 4�14a ,. �'Si v Proposed Whole Acquisition Collinsworth Property 3310 N. Bonnie Brae Street Denton, Texas Integra Realty Resources 930 West First Street T 817.332.5522 GFV/ Suite 400 F 817.336.1621 Fort Worth, TX 76102 www.irr.corn 10/6/2015 Mr. Kendall King, P.E. Freese and Nichols, Inc. 4055 International Plaza Fort Worth, Texas 76109 SUBJECT: Whole Acquisition Appraisal Collinsworth Property 3310 N. Bonnie Brae Street Denton, Denton County, Texas 76207 IRR - DFW File No. 116-2015-1121 Dear Mr. Kendall King, P.E.: Integra Realty Resources — DFW is pleased to submit the accompanying appraisal of the referenced property. The intended use of this appraisal is to assist the client in their determination of compensation due to the property owner as of 9/29/2015, the effective date of the appraisal. The appraisal is intended to conform with the Uniform Standards of Professional Appraisal Practice (USPAP), the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute; The Texas Property Code and any other applicable state appraisal regulations. To report the assignment results, we use the Appraisal Report option of Standards Rule 2- 2(a) of the 2014-2015 edition of USPAP. This report has a moderate level of detail. It summarizes the information analyzed, the appraisal methods employed, and the reasoning that supports the analyses, opinions, and conclusions. The whole property is a 1.334 -acre, or 58,109 -square foot mixed use site improved with a single family residence, metal shed, wood shed, underground storm cellar, well house and related site improvements. We have determined that these improvements are not consistent with the highest and best use of the property and are considered to have interim value only. Therefore, these improvements have not been valued in our analysis herein. The client has proposed to acquire the entire Collinsworth property in fee simple interest which 00000'5 Freese and Nichols, Inc. 10/6/2015 Page 2 will facilitate future improvements to the Bonnie Brae to North Lakes section of the Denton Municipal Electric Project. Based on the analysis and conclusions in the accompanying report, and subject to the definitions, assumptions, and limiting conditions expressed herein, it is our opinion that the compensation for the acquisition of the herein described property as of 9/29/2015, is $168,773 If you have any questions or comments, please contact the undersigned. Thank you for the opportunity to be of service. Respectfully submitted, INTEGRA REALTY RESOURCES - DFW Gregory B. Cook, SR/WA Senior Managing Director Certificate # TX -1329987-G Ault Allison Whitehead, RWA Senior Analyst Certificate # TX -1380451-G Summary of Salient Facts and Conclusions 1 Conclusion and Compensation Summary General Information 2 Certification Identification of Subject and Project 2 Assumptions and Limiting Conditions Current Ownership and Sales History 2 Purpose of the Appraisal 2 Addenda Definition of Market Value 3 A. Appraiser Qualifications Intended Use and User 3 B. Definitions Applicable Requirements 3 C. Project/Survey Maps And Legal Report Format 3 Descriptions Prior Services 3 D. Engagement Letter Scope of Work 4 E. Property Information Whole Property Analysis 16 Land Description and Analysis 16 Real Estate Taxes 31 Whole Property Valuation 32 Valuation Methodology 32 Highest and Best Use 33 Land Valuation 37 Reconciliation and Conclusion of Value 46 rr Proposed Whole Acquisition 00000 7 47 48 50 Summary of Salient Facts and Conclusions 1 Summary of Salient Facts and Conclusions Summary of Salient Facts +/- 1.334 Acres, or 58,109 Square Feet of Land 3310 N. Bonnie Brae Street, Denton, Denton County, Texas. Latitude, Longitude Coordinates 33.248767, -97.160035 Legal Description Being a 1.334 -acre tract of land situated in the N.H. Meisenheimer Survey, Abstract No. 810, Denton County, Texas. Zoning Designation The subject is located in the City of Denton and is currently zoned "NRMU-12", "Neighborhood Residential Mixed Use 12 " for a variety of mixed uses. Property Tax Numbers 216880 Owner of Record Deborah Collinsworth c/o Deborah Collinsworth Land Area Approximately 1.334 acres or 58,109 square feet. Improvements The subject is improved with a single family residence, metal shed, wood shed, underground storm cellar, well house and related site improvements. We have determined that these improvements are not consistent with the highest and best use of the property and are considered to have interim use value only. Therefore, these improvements have not been valued in our analysis herein. Highest and Best Use As Vacant Mixed Use Property Rights Appraised Fee simple estate, subject to existing easements, encumbrances and restrictions Effective Date September 29, 2015 1. Whole Property Fee Land Area 58,109 SF @ $2.50 /SF $145,273 Interim Use Valueof Improvements $23,500 Tota 1 $168,773 2. Part to be Acauired Proposed Acquisition 58,109 SF @ $2.50 /SF $145,273 Interim Use Valueof Improvements $23,500 Tota 1 $168,773 3. Remainder Property Remainder immediately before taking: N/A Remainder immediately after taking: Tota I N/A 4. Net Damages/Enhancements Net Damages/Enhancements $0 5. Total Compensation Part to be Acquired $168,773 Net Damages/Enhancements $0 Cost to Cure (if necessary) $0 Temporary Easements (if necessary) $0 Total $168,773 Proposed Whole Acquisition 01" 000008 General Information 2 •ior-Affolf Identification of Subject and Project The subject property is identified by the client as the Collinsworth Property which is a portion of a parent tract, or the "whole property," located at 3310 N. Bonnie Brae Street, Denton, Denton County, Texas 76207. The whole property is legally described as being a 1.334 -acre tract of land situated in the N.H. Meisenheimer Survey, Abstract No. 810, Denton County, Texas. The whole property is a 1.334 -acre, or 58,109 -square foot mixed use site improved with a single family residence, metal shed, wood shed, underground storm cellar, well house and related site improvements. We have determined that these improvements are not consistent with the highest and best use of the property and are considered to have interim value only. Therefore, these improvements have not been valued in our analysis herein. The client has proposed to acquire the entire Collinsworth property in fee simple interest which will facilitate future improvements to the Bonnie Brae to North Lakes section of the Denton Municipal Electric Project. The whole property and proposed acquisition is itemized in the following table. Whole Property Fee Land Area 58,109 SF 1.334 Acres Total Whole Property 58,109 SF 1.334 Acres Part Acquired Proposed Acquisition 58,109 SF 1.334 Acres Total Part Acquired in Fee 58,109 SF 1.334 Acres Remainder Property Total Remainder Property None - Whole Acquisition The proposed acquisition of the Collinsworth Property will facilitate future improvements to the Bonnie Brae to North Lakes section of the Denton Municipal Electric Project through Denton County. Current Ownership and Sales History The owner of record is the Deborah Collinsworth. This party acquired the property from Julie Ann Harley Lee, et al on December 16, 1999 for an undisclosed price. This transaction is recorded in Document 99-127801 within the Denton County public records. To the best of our knowledge, no other sale or transfer of ownership has occurred within the past three years, and as of the effective date of this appraisal, the property is not subject to an agreement of sale or option to buy, nor is it listed for sale. Purpose of the Appraisal The purpose of the appraisal is to develop an opinion of real property compensation due to the property owner, which includes the market value of the part to be acquired, plus any applicable rr Proposed Whole Acquisition 000009 General Information 3 damages to the remainder property, as of the effective date of the appraisal, 9/29/2015. Market value is based upon analysis of the underlying fee simple interest in the property. In some assignments, the market value of permanent or temporary easement interest(s) are required. "Market value" and "fee simple" are described and cited in the addenda of this report. The appraisal is valid only as of the stated effective date or dates. Definition of Market Value Market Value is defined by City of Austin v. Cannizzo, 267 S.W. 2d 808 (Tex 1954) as being: "The price the property would bring when offered for sale by one who desires to sell, but is not obliged to sell, and is bought by one who desires to buy, but is under no necessity of buying, taking into consideration all of the uses to which it is reasonably adaptable and for which it either is, or in all reasonable probability, will become available within the reasonable future." Intended Use and User The intended use of this appraisal is to assist the client in their determination of adequate compensation due to the property owner, in compliance with the Texas Constitution, Article 1, Section 17, to be paid for the acquisition of Real Property interest for a public purpose as described herein. Others may receive a copy of this report due to legal requirements of disclosure, but the report is not intended for any other use or user (i.e., mortgage lending, tax assessment, etc.). This appraisal report is prepared for Freese and Nichols, Inc., Mr. Kendall King, P.E., 4055 International Plaza, Fort Worth, Texas 76109. Although the appraisal is not intended for any other use or user, the client may designate use of this report to an outside entity to assist in the project, which may use or rely on the information, opinions, and conclusions contained in this report. Applicable Requirements This appraisal is intended to conform to the requirements of the following: • Uniform Standards of Professional Appraisal Practice (USPAP); Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal I nstitute; Applicable state appraisal regulations including Texas Property Code, Title 4, Chapter 21; Report Format This report is prepared under the Appraisal Report option of Standards Rule 2-2(a) of the 2014-2015 edition of USPAP. Prior Services USPAP requires appraisers to disclose to the client any other services they have provided in connection with the subject property in the prior three years, including valuation, consulting, property rr Proposed Whole Acquisition 0000 °1 General Information 4 management, brokerage, or any other services. We have performed no other services, as an appraiser or in any other capacity, regarding the property that is the subject of this report within the three-year period immediately preceding acceptance of this assignment. Scope of Work To determine the appropriate scope of work for the assignment, we considered the intended use of the appraisal, the needs of the user, the complexity of the property, and other pertinent factors. Our concluded scope of work is described below. Valuation Methodology Appraisers usually consider the use of three approaches to value when developing a market value opinion for real property. These are the cost approach, sales comparison approach, and income capitalization approach. The sales comparison approach for valuation of the land is used in this analysis. The sales comparison approach for improved property is used in the highest and best use analysis as evidence that the improvements have interim use value only. In addition, the income approach, specifically a discount cash flow analysis, has been used to develop this interim use value of the single family residence. The cost approach is not applicable. Research and Analysis The type and extent of our research and analysis is detailed in individual sections of the report. In general, the following steps were taken to perform this assignment: • Physically inspected the subject property and the surrounding market area. The inspection of the property is limited to those things readily observable without the use of special testing or equipment. • Collected factual information about the property and the surrounding market, and confirmed the information with various sources. • Performed a highest and best use analysis of the subject site as vacant and as improved when applicable. • Gathered market information relevant to the valuation of the subject. Data on comparables were confirmed with at least one of the parties to the transaction. • Analyzed market information and developed indications of value under the necessary approaches to value for a credible assignment result. The market information was analyzed for an appraisal of the Whole Property only due to this being a whole acquisition. • Derived an estimate of the total compensation due to the owner of the property as the result of a proposed acquisition. • Prepared an appraisal report summarizing our analyses, opinions and conclusions. rr Proposed Whole Acquisition 0000 `1 `1 General Information 5 Extraordinary Assumptions An extraordinary assumption is something that is assumed to be true, but it is not certain. If it turns out to be untrue, the value conclusion could be impacted. Extraordinary assumptions are those assumptions that are specific to the assignment, as opposed to general assumptions, which could be applicable to any assignment. In this assignment, we have assumed typical general assumptions and limiting conditions as cited in the addenda of this report. In this particular assignment, the following additional extraordinary assumptions were made: • Because of the numerous mathematical calculations that are inherent for partial acquisition valuations, limited rounding of value estimates is made in this report. Value estimates are not exact, but opinions of approximate value only. • The information pertaining to the subject property is based on public documents and records along with data from commercial data providers. It is assumed that the aerial maps and subject data is reasonably accurate. • The client has proposed to acquire the entire Collinsworth property; therefore, the size of the whole property is based on the survey provided by the client. This is assumed to be accurate for the purposes of our assignment. Jurisdictional Exceptions The Jurisdictional Exception Rule allows "an assignment condition established by applicable law or regulation, which precludes an appraiser from complying with a part of USPAP."' This includes federal and state constitutions, legislative and court made law, administrative rules, regulations and ordinances. In this assignment, there are no known conflicts of law or public policy that disregard a part of USPAP. Case Law and Legislative Precedents For right-of-way projects in the State of Texas, there are also several cases that may establish compensable and non -compensable elements resulting from a project. For example, regarding the compensation for landscaping, the Texas Supreme Court stated in the case of White vs. Natural Gas that "in eminent domain proceedings our courts have consistently held that the landowner cannot recover for damage to crops, loss of trees, ornamental shrubs, etc., as separate items. These features can be taken into consideration in determining compensation only insofar as they affect the market value of the land, as land."' Hypothetical Conditions A hypothetical condition is "that which is contrary to what exists but is supposed for the purpose of analysis3.,, In the State of Texas, appraisal reports prepared for eminent domain purposes may recognize one or more hypothetical conditions. For example, the appraisal of a remainder property 1 Uniform Standards of Professional Appraisal Practice, 2014-2015 Ed., 'Jurisdictional Exception." Washington, D.C.: The Appraisal Foundation, 2013 Z White v. Natural Gas Pipeline Company ofAmerica, 444 S.W.2d 298, 301 (Tex. 1969) 3 The Dictionary of Real Estate Appraisal, Fifth Edition. Chicago, IL: Appraisal Institute, 2010. (Dictionary) rr Proposed Whole Acquisition 00001 General Information 6 assumes that the proposed public or private improvements were complete as of the effective date of valuation, when in fact it is known that they are not. The use of hypothetical conditions derived from public policy and case law does not result in a process that is limited or renders the results no longer credible. No other hypothetical conditions are utilized in this assignment. Inspection On 9/29/2015 contact was established with Deborah Collinsworth, the owner of the property. Ms. Collinsworth accompanied the appraisers during the inspection made on 9/29/2015. The reported contact information for the subject property is: Primary Contact Name Deborah Collinsworth Address 3310 N. Bonnie Brae Street City, State, Zip Denton, Texas 76207 Phone 1 (940) 367-9309 Personal Property and Trade Fixtures The estimate of compensation in this report is for real property interest, or real estate which includes the physical land and improvements attached to the land. This report does not include a value estimate for personal property or trade fixtures unless represented otherwise in this report. According to the Code of Federal Regulations (CFR), Title 49 — Transportation, Section 24.103(a)(1), "The appraisal report should identify the items considered in the appraisal to be real property, as well as those identified as personal property". The real property or real estate is described in other sections of this report, or the Description and Analysis of the Land and in the Description and Analysis of the Improvements. For residential properties, we have considered the following as real estate or appurtenances to the real estate, which is an excerpt from paragraphs 2(B.) and 2(C.) from the Texas Real Estate Commission Form 20-11 (One to Four Family Residential Contract Resale): IMPROVEMENTS: The house, garage and all other fixtures and improvements attached to the above-described real property, including without limitation, the following permanently installed and built-in items, if any: all equipment and appliances, valances, screens, shutters, awnings, wall-to-wall carpeting, mirrors, ceiling fans, attic fans, mail boxes, television antennas and satellite dish system and equipment, mounts and brackets for televisions and speakers, heating and air-conditioning units, security and fire detection equipment, wiring, plumbing and lighting fixtures, chandeliers, watersoftener system, kitchen equipment, garage door openers, cleaning equipment, shrubbery, landscaping, outdoor cooking equipment, and all other property owned by Seller and attached to the above described real property. ACCESSORIES: The following described related accessories, if any: window air conditioning units, stove, fireplace screens, curtains and rods, blinds, window shades, draperies and rods, door keys, mailbox keys, above ground pool, swimming pool equipment and maintenance accessories, artificial fireplace logs, and controls for: (i) satellite dish systems, (ii) garage doors, (iii) entry gates, and (iv) other improvements and accessories. rr Proposed Whole Acquisition 0000,113 General Information 7 The above items listed as "Improvements" and "Accessories" by TREC form 20-11 are either considered to be real estate or run with the real estate. Notwithstanding the above items, the appraisers observed several items during the inspection that are considered personal property. These items have not been valued as part of this appraisal and are assumed to remain the property of the occupant after the acquisition. Items considered to be personal property may include: All furniture, unattached refrigerators(s) and other freestanding appliances Unattached electronics Wall hangings and artwork Washer and dryer Vehicles Jacuzzi Outdoor furniture Freestanding cabinets and shelving and or tables We have not performed an exhaustive audit of the subject property's personal property which may not have been present as of our date of inspection. rr Proposed Whole Acquisition 000014 Scope of Work Surrounding Area Analysis Boundaries M The subject is located within the Denton surrounding area. The Denton surrounding area (shown in orange) is comprised of the following zip codes: 76201, 76205, 76207, 76209, and 76208. A map identifying the subject within the Denton surrounding area is below. rn Proposed Whole Acquisition 0000 "15 Scope of Work Access and Linkages Roadways providing access to the area and major city streets are highlighted on the map below. Access ices MCD 4 S — Surrounding Area Access & Linkages Primary North-South Access: Interstate Highway 35 US Highway 77/Elm Street Primary East-West Access: US Highway 380/University Drive State Highway 288 Loop FM 1173 Major Streets: Oak Street Sherman Drive / FM 423 Bonnie Brae Street Mingo Road Eagle Drive Fort Worth Drive rn Proposed Whole Acquisition 0000 °16 O Scope of Work 10 Public transportation is provided within the City of Denton by Denton County Transportation Authority (DCTA). The primary mode of transportation in this area is the automobile. Public Services Police and fire protection is provided by the City of Denton. The Denton submarket is served by the Denton Independent School District (DISD). Denton is also the home of three universities: University of North Texas, Texas Woman's University and North Central Texas College. Demand Generators The University of North Texas (UNT) is a public university founded in 1890 and located in Denton. With an enrollment of 36,000 students, UNT is one of Texas' largest universities. The university offers 97 undergraduate programs, 81 master's and 35 doctoral degree programs. The university employs a faculty of 1,049 full-time instructors and 364 part-time instructors, with a staff of nearly 2,500. The University of North Texas is known for its music and fine arts departments and counts several notable musicians, such as The Eagles and Norah Jones, as alumni. The campus has recently expanded with the construction of a new 87,000 square foot Life Sciences Complex, a 180,000 square foot Business Leadership Building and a $78 million eco -friendly football stadium that seats 30,000 spectators .4 • Texas Woman's University (TWU) is a public university, founded in 1901. Texas Woman's University is known for its health and education programs. With campuses in Denton, Dallas and Houston, the university has a total enrollment of 15,135. The faculty is comprised of 941 full- time instructors and 421 part-time instructors. The university has a staff of 781 employees. UNT offers 48 undergraduate programs, 57 master's programs and 23 doctoral programs.' Rayzor Ranch is a mixed-use development on 400 acres at the intersection of Interstate Highway 35 and US Highway 380 in Denton. Rayzor Ranch features residential, retail, hotel, office, medical facilities, public parks and entertainment venues. The development includes a 900,000 square foot power center anchored by a Walmart Supercenter and Sam's Club. Additionally, a 68 -acre residential component will include multi -family units and single-family homes, as well as an adult living campus and retirement center when fully complete. Raynor Ranch also offers a 30 -acre medical and office park and 15 acres of public parks and walking trails.6 4 University of North Texas, www.unt.edu 5 Texas Woman's University, www.twu.edu 6 Rayzor Ranch, www.rayzorranch.com rr Proposed Whole Acquisition 000017 Scope of Work • Texas Health Presbyterian Hospital Denton is a 255 -bed, full-service acute care facility featuring more than 43 specialties. Texas Health Denton is located on North Interstate Highway 35 in the City of Denton and is accredited by The Joint Commission and is distinguished as a Bariatric Center of Excellence. Texas Health Denton employs over 750 people on their full-time staff.' ■ Denton Regional Medical Center is a 208 -bed, full service acute care hospital located on South Interstate Highway 35 in Denton. Denton Regional has more than 850 employees on staff and over 300 physicians. Denton Regional specializes in bariatrics, cancer care, general surgery, vascular surgery, diabetes care, imaging, emergency services, cardiovascular, occupational medicine, orthopedic and sports medicine and women and children's care." Downtown Denton is a 60 -block area which serves as the historic central business district of Denton, with Courthouse Square as the focal point. Downtown Denton is located south of University Drive, north of Eagle Drive, west of Mingo Road and east of Carroll Boulevard. Downtown Denton provides a link between UNT and TWU and is known as a local destination for shopping, dining and entertainment. Since 1989, over $47 million has been reinvested in the downtown area to improve the streets, sidewalks and facades. There are currently over 50 shops, 26 restaurants and 12 entertainment venues in Downtown Denton.9 11 Golden Triangle Mall is a 765,000 square foot regional mall located at the intersection of Loop 288 and 1-35E in Denton, TX. It has been in operation for 30 years and is currently undergoing a large-scale renovation. Specific redevelopment plans for Golden Triangle Mall include: a new exterior fagade and redesigned mall entrances; updated tenant storefronts, which will reflect the individual retailers' latest prototypes; a new food court; additional retail and upscale, full-service restaurants; new flooring, materials and design elements in the common areas; new amenities throughout the mall including seating areas, interior and exterior landscaping, fixtures and directories; and new interior and exterior property signage, graphics and lighting. Anchor tenants include Barnes & Noble, DSW, Dillard's, JCPenney, Macy's, Ross Dress for Less and Sears. Texas Health Presbyterian Hospital Denton, www.texashealth.org/landing.cfm?id=2928&fr=true 8 Denton Regional Medical Center, www.dentonregional.com 9 Denton Economic Development Partnership, www.dentonedp.com rr Proposed Whole Acquisition 00001 Scope of Work 12 Dernand Generators Map ............. .......... V, - ---------------------- .......... 472 Rd 471 Denton Isd Hartlee Field. -Rd... f Natatorium .. .......... a .................. .......... 1173 ............. Loop gym. °4t'a, p"'-"""� ,. ... 428 Mingo. `__- rv?288 ...... 0, . ....... ..... ........ . ... 2 Cooper Creek , 6 Of _......Hampton RaV2,or Ranch Downtown m: ' TS )NOMenS ry,, Denton 51,- Horth -6 , University 377 ) as -k -4, AuftLn Ra ....... ................ ............. ..... ........ m 4in Texas Health Olt Rd (0 t,Phctenix Park Pirie St 2 oo� -J Is�n, St, . ...... I E ................. Golden nAir s A D"'ton .......... Triangle Mllrl Ar, Tvm11oNv6oq Universit f .. B ncer s . .4 . ..2...5. ) 5y N orth Texas �Cater 5 m Ej fo`1 Denton Regional ............. 452 Medical Center ROselawn Dr ............ A chin E dva Hobson Ln r75 46 ViI Part, jagoe 462 7, 7 EI POI poseo, 5� ...... ..... . Brie c 'jI12 'ell Par Shady ShoiI Proposed Whole Acquisition Oirr 00001,19 Scope of Work 13 Demographic Factors A demographic profile of the surrounding area, including population, households, and income data, is presented in the following table. Dallas -Fort Denton County, Worth-Arl i ngton, 2015 Estimates TX TX Texas Population 2010 662,614 6,426,214 25,145,561 Population 2015 754,182 6,951,575 27,037,673 Population 2020 829,644 7,446,320 28,850,401 Compound % Change 2010-2015 2.6% 1.6% 1.5% Compound % Change 2015-2020 1.9% 1.4% 1.3% Households 2010 240,289 2,320,283 8,922,933 Households 2015 272,291 2,499,906 9,600,635 Households 2020 299,203 2,676,345 10,257,146 Compound % Change 2010-2015 2.5% 1.5% 1.5% Compound % Change 2015-2020 1.9% 1.4% 1.3% Median Household Income 2015 $72,270 $58,865 $53,037 Average Household Size 2.7 2.8 2.8 Col I ege Graduate % 40% 31% 27% Median Age 35 35 35 Owner Occupied % 65% 62% 64% Renter Occupied % 35% 38% 36% Median Owner Occupied Housing Value $208,630 $168,732 $144,804 Median Year Structure Built 1997 1988 1986 Avg. Travel Time to Work in Min. 30 30 28 Source: Claritas Development Activity and Trends The most dominant area for retail has historically been around the Golden Triangle Mall at Loop 288 and IH -35E. Recent renovation of the retail center and has spurred some new pad site development in its vicinity. Several retail developments have also been developed in the last ten to fifteen years along Loop 288 in the vicinity of the Mall. For example, Denton Towne Crossing is a 37,716 square foot center, shadow anchored by Target and Home Depot. Denton Crossing is also located at the confluence of Loop 288 and Brinker Road. Retail growth has been gradually moving north along Loop 288 in that area. Medical office and related development has been a popular land use around the Denton Regional Medical Center and North Texas Hospital, just south of the mall. Growth in this area is expected to continue. A similar trend has occurred around the Texas Health Presbyterian Hospital along 1-35W at West Hickory and Scripture Lane. rr Proposed Whole Acquisition 000020 Scope of Work 14 Another notable retail development is the Rayzor Ranch property at Hwy. 380 and IH 35N. Most recently, a Sam's Club and Wal-Mart were constructed on the north side of University Drive. Following their presence has been multiple pad site retailers, such as Chik-fil-a. Apartment and student housing has also been a popular property type for recent development, especially in the vicinity of the University of North Texas campus. As part of UNT's dedication to green, the recently constructed Apogee Stadium is the first Leadership in Energy and Environmental Design (LEED) Platinum certified stadium for standards for clean technology innovation. The University of North Texas (along with several other universities), businesses around the Denton Airport, and the Alliance area are the primary economic drivers in the region. Growth in the Alliance area has outpaced most cities in the US and continues to expand its commercial and residential development. The Denton Airport has also supported recent growth in the industrial sector. The 360,000 square foot Target Distribution Center was recently completed and now employs about 140 workers. Additionally, PMFT, the parent company of Peerless Manufacturing, recently completed a new 80,000 square foot manufacturing facility in Denton. Surrounding Land Use The subject is located in an area that is primarily rural residential and agricultural with pockets of retail and commercial uses located within a few miles from the subject to the south along Highway 377. rn Proposed Whole Acquisition 000021 Scope of Work Outlook and Conclusions 15 The Denton market area is in the growth stage and nearing the stability stage of its life cycle: although, pockets of growth and decline can be observed throughout the market. The local economy appears to be diversified and stable. Given the history of the area and the growth trends, it is anticipated that property values will increase in the near future. rr Proposed Whole Acquisition 000022 Land Description and Analysis Land Description and Analysis Being a 1.334 -acre tract of land situated in the N.H. Meisenheimer Survey, Abstract No. 810, Denton County, Texas Land Area 16 A survey of the whole property was made available for review. The size of the whole property is based on the survey provided by the client. This size estimate is assumed to be accurate for purposes of this assignment. The whole property includes the following land area: . - = Whole Property Fee Land Area 58,109 SF 1.334 Acres Total Whole Property 58,109 SF 1.334 Acres Utilities The subject property is located within the City of Denton. According to the City of Denton water and sewer maps (Page 21), the subject property currently lacks access to public water and public sewer. Access The subject has frontage along N. Bonnie Brae Street which comprises the western property line. In addition, the subject also has frontage along Riney Road which comprises the northern property line. Configuration Rectangular Width Approximately 211 feet at the widest point Depth Approximately 276 feet at the deepest point Corner Yes; southeast corner of N. Bonnie Brae Street and Riney Road Topography Gently sloping and open. Drainage Assumed adequate rr Proposed Whole Acquisition v Land Description and Analysis Community Panel Number 48121C0360G Date April 18, 2011 Zone X Description Outside of 500 -year floodplain Insurance Required? No Flood Map 17 Proposed Whole Acquisition ire 00002 4 Land Description and Analysis 18 Tax Map Proposed Whole Acquisition ire 00002, Land Description and Analysis Railroad Commission Map 19 3 17118 ll v,<_u Lv ;.r EA Pre -,ease _i,.;,.,'m;�mn ,i k7_,.Cu"C,;, �R F, .ap b UTM C 00 5 k.I..r �..a,�<�.a�r€5.�fs rn Proposed Whole Acquisition 00002 6 0 N Q C� G A t CL L OD 0 Q. 0 Land Description and Analysis 21 City of Denton Utility Maps WATER'DISTRIBUTION MAP; CITY OF DENTON DENTON Fae� Ci Legend - Tapd9rapfif-tb F1 CD1k C-11, Raade } , .. I Air➢nR • - ' �., Hydro �,� &4il0inys FEMA Flood ONE A_FW AE Y.SOp City Limits �CD6 a f.1 r E71 5 Vez in,eme WASTEWATER EWA naa�r _ COLLECTION MAS CITY O 0 2.4113 <,UW v,OOO +2.00 16.DM Foel. Legend f 4,4, rz,iN. Sewer Basins ] HK ��..,. Rad, T T CA ffM r HL I CF Subject e _ R ICG HN. C IVR h P. CF t F itri\il PT § IVudrrs E,F PLI PE FEMA Flood dic PG ;.} ONE HD IPH 'Nr A FiM1 PtF ,'f P! PF Hf,; 'i PK X 50r HH PN_� City Limits iii r PCI Hi PN a �rua Basin t4zy e na I eTrd y 3 veal acn.r re rn Proposed Whole Acquisition 000028 Land Description and Analysis Zoning The subject is located in a municipality that has zoning ordinances. Specific zoning requirements are summarized in the following table. Zoning Sum mary Zoning Jurisdiction City of Denton Zoning Designation NRMU-12 Description Neighborhood Residential Mixed Use 12 Legally Conforming? Appears to be legally conforming Zoning Change Likely? No Permitted Uses Mixed uses Category Zoning Requirement Minimum Lot Area 3,500 SF Minimum Lot Width (Feet) 30 Minimum Lot Depth (Feet) Minimum Setbacks (Feet) Maximum Building Height Maximum Site Coverage 80 Front: 10; Side: 6; Rear: 10 40 Feet 60% Maximum Density 12 units per acre Maximum WCES Height (Feet) 55 Minimum Landscaped Area 40% Source: CityofDenton Development Code 22 A determination of compliance with all zoning regulations would require an extensive evaluation of existing conditions and a thorough knowledge of all aspects of the city ordinances, as well as fire, electrical, plumbing and safety codes that are usually incorporated by reference into most cities' ordinances. Local municipalities have no process available to investigate and render a judgment regarding full compliance with all applicable standards for existing properties. The appraiser is not in a capacity to give an opinion about the property's overall compliance with zoning regulations as of the effective date. As no issues of nonconformity are readily apparent to the appraiser, it is assumed that the subject meets current zoning regulation. rr Proposed Whole Acquisition 000029 � � k _ _ � _ 0 4� § 0 / 2 CL k OD c . 0 N Maud U.- OI1 _a A 2 a �'ji< •� 4a<�sr i � Y E fix t 1i t t jet toil � �(- ���. �'l� t� ;..`� \ t, t.: t, tit ��5� ���� � • r,; Land Description and Analysis Easements, Encroachments and Restrictions 25 We were not provided a current title report to review. Based on the survey provided by the client along with the on-site inspection, there is an existing power line traversing the western property line. We are not aware of any other easements, encroachments, or restrictions that would adversely affect value. Our valuation assumes no adverse impacts from easements, encroachments, or restrictions, and further assumes that the subject has clear and marketable title. Other Land Use Regulations; Development Moratoria We are not aware of any land use regulations other than zoning that would affect the property, nor are we aware of any moratoria on development. Hazardous Substances An environmental assessment report was not provided for review and environmental issues are beyond our scope of expertise. No hazardous substances were observed during our inspection of the improvements; however, we are not qualified to detect such substances. Unless otherwise stated, we assume no hazardous conditions exist on or near the subject. Conclusion of Land Analysis Overall, the physical characteristics of the site result in functional utility suitable for a variety of uses including those permitted by zoning. The site has a gently sloping and open topography. We are not aware of any other particular restrictions on development. rr Proposed Whole Acquisition v Land Description and Analysis 26 Improvements Description and Analysis Improvement r Name of Property Collinsworth Property General Property Type Residential Property Sub Type Single family residential Size: Gross Building Area (GBA) 1,186 square feet Gross Living Area (GLA) 1,186 square feet Source of SF Info On-site and aerial measurements Number of One/One Buildings/Stories Number of Three bedrooms, one bathroom Bedrooms/Bathrooms Building Shape Near rectangular Current Occupancy 100% owner -occupied Construction Type Wood Siding Construction Quality Average Condition Average to Fair Year Built/Renovated According to the Denton County Appraisal District, the single family residence was constructed in 1956 (59 years actual age). Residence Comments The subject residence is considered to be in average to fair condition and has a wood siding exterior with a composite shingle roof. The exterior of the residence has not received major renovations that would significantly reduce the effective age. The interior of the residence features vinyl floors in the bathroom and kitchen and carpet floors in the bedrooms, hallway and living room. The interior also features painted wood siding. The ceilings are textured and painted sheetrock with ceiling fans in the bedrooms and living room. The kitchen has a gas stove/range and veneer counter tops. The residence has a single gas heater for central heating and window units for air conditioning (no central heat or air available). The interior of the residence has not received major renovations that would significantly reduce the effective age. The residence has a covered porch with concrete slab on the west side of the residence and a wood deck with steps on the east side of the residence. It is noted that there is no covered parking available. rr Proposed Whole Acquisition 000033 Land Description and Analysis Improvements Analysis 27 In addition, there is a metal shed, wood shed, underground storm cellar and well house along with related site improvements located on the property. Quality and Condition The quality and condition of the subject is considered to be consistent with that of competing properties of similar age. Functional Utility The improvements appear to be adequately suited to their current use, and there do not appear to be any significant items of functional obsolescence. Deferred Maintenance No deferred maintenance is apparent from our inspection. ADA Compliance Based on our inspection and information provided, we are not aware of any ADA issues. However, we are not expert in ADA matters, and further study by an appropriately qualified professional would be recommended to assess ADA compliance. Conclusion of Improvements Analysis Overall, the quality, condition, and functional utility of the improvements are average to fair for their age and location. However, as noted previously, these improvements are not consistent with the highest and best use of the property and are considered to have interim use value only. Therefore, these improvements have not been valued in our analysis herein. Please refer to the highest and best use section for a more detailed discussion. rr Proposed Whole Acquisition -:540000 Land Description and Analysis Overall view of the single family residence located on the subject property (Photo Taken on 9/29/2015) View of the well house on the subject property (Photo Taken on 9/29/2015) View of the underground storm cellar on the subject property (Photo Taken on 9/29/2015) 0 View of the metal shed on the subject property (Photo Taken on 9/29/2015) View of the wood shed on the subject property (Photo Taken on 9/29/2015) View of the dining room (Photo Taken on 9/29/2015) rr Proposed Whole Acquisition v 5, Land Description and Analysis View of the master bedroom (Photo Taken on 9/29/2015) 0 View of the living room (Photo Taken on 9/29/2015) View of the bathroom View of a typical bedroom (Photo Taken on 9/29/2015) (Photo Taken on 9/29/2015) View of kitchen Overall rear view of the single family residence on the (Photo Taken on 9/29/2015) subject property (Photo Taken on 9/29/2015) rr Proposed Whole Acquisition v6 Land Description and Analysis View looking south along N. Bonnie Brae Street (Photo Taken on 9/29/2015) View looking north along existing power line easement (Photo Taken on 9/29/2015) View looking west along Riney Road (Photo Taken on 9/29/2015) 30 View looking north along N. Bonnie Brae Street (Photo Taken on 9/29/2015) Overall view of the subject property (Photo Taken on 9/29/2015) View looking east along Riney Road (Photo Taken on 9/29/2015) rr Proposed Whole Acquisition 35,71 Whole Property Analysis 31 Real Estate Taxes The subject property is located in Denton County. Real estate taxes in this state and this jurisdiction represent ad valorem taxes, meaning a tax applied in proportion to value. The real estate taxes for ar individual property may be determined by dividing the assessed value for a property by $100, then multiplying the estimate by the composite rate. The composite rate is based on a consistent state tax rate throughout the state, in addition to one or more local taxing district rates. The taxes and assessments for the current tax year are shown in the following table. Land Assessment Building Assessment Total Assessment Exemption Tax Rate $26,600 $27,900 $54,500 N/A 75(11 q5% Indicated Tax Liability $1,364 Tax records indicate that the site has 1.330 acres, or 57,935 square feet, indicating a land assessment of $0.46 per square foot of land area. The building size stated on the tax records is 1,290 square feet, indicating a total assessment of $42.25 per square foot of building area. These assessment figures do not include any exemptions. Based on our investigations, analyses and conclusions in this report, the assessed value of the subject property for the current tax year appears to be low. Assessment valuations, when compared to market valuations, are different due to multiple factors that are outside of the scope of this analysis, which include methodology, purpose, and variations in opinion. Furthermore, the size of a property as described in the tax records may differ from the size described in the most recent last legal description or survey of the subject. Tax records utilize different techniques for determining property boundaries than do surveyors, including consideration of Geographic Information Systems (GIS) protocols and are generally given less credence than an on -the - ground survey of a property. When current plat, survey or metes and bounds descriptions are not available, tax record estimates can still be sufficient to develop a credible opinion of value. rr Proposed Whole Acquisition v Valuation Methodology 32 Valuation Methodology Appraisers usually consider three approaches to estimating the market value of real property. These are the cost approach, sales comparison approach and the income capitalization approach. The cost approach assumes that the informed purchaser would pay no more than the cost of producing a substitute property with the same utility. This approach is particularly applicable when the improvements being appraised are relatively new and represent the highest and best use of the land or when the property has unique or specialized improvements for which there is little or no sales data from comparable properties. The sales comparison approach assumes that an informed purchaser would pay no more for a property than the cost of acquiring another existing property with the same utility. This approach is especially appropriate when an active market provides sufficient reliable data. The sales comparison approach is less reliable in an inactive market or when estimating the value of properties for which no directly comparable sales data is available. The sales comparison approach is often relied upon for owner -user properties. The income capitalization approach reflects the market's perception of a relationship between a property's potential income and its market value. This approach converts the anticipated net income from ownership of a property into a value indication through capitalization. The primary methods are direct capitalization and discounted cash flow analysis, with one or both methods applied, as appropriate. This approach is widely used in appraising income-producing properties. Reconciliation of the various indications into a conclusion of value is based on an evaluation of the quantity and quality of available data in each approach and the applicability of each approach to the property type. Applicability of Valuation Approaches As noted previously, it is the appraiser's opinion that the main improvements are not consistent with the highest and best use and are considered to have interim use value only. Therefore, these improvements have not been valued in our analysis herein. As such, the sales comparison approach for valuation of the land is used in this analysis. The sales comparison approach for improved property is used in the highest and best use analysis as evidence that the improvements have interim use value only. In addition, the income approach, specifically a discount cash flow analysis, has been used to develop this interim use value of the single family residence. The cost approach is not applicable. rr Proposed Whole Acquisition v Highest and Best Use 33 Highest and Best Use Process Before a property can be valued, an opinion of highest and best use must be developed for the subject site, both as vacant, and as improved. By definition, the highest and best use must be: • Physically possible. • Legally permissible under the zoning regulations and other restrictions that apply to the site. • Financially feasible. • Maximally productive, i.e., capable of producing the highest value from among the permissible, possible, and financially feasible uses. As Vacant Physically Possible The physical characteristics of the site do not appear to impose any unusual restrictions on development. The site is gently sloping and open. As stated previously, there is an existing power line traversing the property along the western property line. Development within this encumbered area would be limited to some extent. Overall, the physical characteristics of the site result in functional utility suitable for a variety of uses. It is noted that the site lacks access to public water and sewer. Legally Permissible The site is zoned "NRMU-12 — Neighborhood Residential Mixed Use 12" which is for a variety of mixed uses. Permitted uses include a number of single family residential, commercial, retail and office uses. To our knowledge, there are no legal restrictions such as easements or deed restrictions that would effectively limit the use of the property. Given prevailing land use patterns in the area, only mixed use is given further consideration in determining highest and best use of the site, as though vacant. Financially Feasible Based on our analysis of the market, there is currently limited demand for a mixed use in the subject's area. It appears that a newly developed mixed use on the site would not have a value commensurate with its cost. Therefore, mixed use is not considered to be financially feasible at the current time. Maximally Productive There does not appear to be any reasonably probable use of the site that would generate a higher residual land value than holding the property for future development of a mixed use. Accordingly, it is our opinion that holding the property for future development of a mixed use, developed to the normal market density level permitted by zoning, is the maximally productive use of the property. Conclusion Holding the property for future development of a mixed use is the only use that meets the four tests of highest and best use. Therefore, it is concluded to be the highest and best use of the property as vacant. rr Proposed Whole Acquisition 00000 Highest and Best Use 34 As Improved The subject is improved with a single family residence, metal shed, wood shed, underground storm cellar, well house and related site improvements. The current value indication for the subject property, as vacant, exceeds the indicated value of the site as improved. In other words the current single family residence, accessory improvements and site improvements do not contribute value to the property. The existing improvements are not considered to be the highest and best use of the property. The following discussion summarizes our valuation of the site as improved to demonstrate the improvements do not contribute value to the site. The existing land value as estimated herein is $145,273 which equates to a price per square foot across the single family residence (size of 1,186 square feet) of $122.49. Thus, comparable sales of similar single family residences within the market would have to exceed the aforementioned strike price. The following comparable sales were located that provide a typical value indication range for the subject's asset type. 1 1320 Neff Street, Denton 1,384 3 1 1950 6/3/2015 $57.80 2 1010 E. Hickory Street, Denton 1,068 2 1 1964 8/29/2015 $74.81 3 4009 Atlas Drive, Denton 1,032 3 1.1 1965 9/8/2015 $81.40 4 1515 Oakwood Drive, Denton 1,001 2 1 1955 8/6/2015 $84.92 5 1323 Norman Street, Denton 1,064 3 1 1940 6/26/2015 $86.94 6 2003 Boyd Street, Denton 1,345 3 1 1958 2/27/2015 $89.14 7 316 Panhandle Street, Denton 1,034 2 1 1963 5/29/2015 $97.68 As shown above, the range of values per square foot extracted from the market of similar asset types are $57.80 to $97.68 with an average of $81.81 per square foot. Thus, the value of $122.49 per square foot is much greater than the aforementioned range suggesting that the underlying land value exceeds the value of the improvements. Based on the sale analysis, it appears that operation of the subject property in its present use is considered an interim use10with marginal value if any. Redeveloping the site in the near future does appear to be an alternative use that could reasonably be expected to provide a higher present value than the current use as the value of the existing improved property does not exceed the value of the site, as if vacant. For these reasons, redevelopment of the site for a future mixed use is concluded to be maximally productive, and the highest and best use of the property as improved. When appropriate the subject site should be redeveloped with a commercial, retail, office, residential or multi -family use. We have used a holding period of 5 years in our interim use value analysis shown on the following page. Therefore, this is considered appropriate timing for redevelopment as it is based on the typical real estate cycle of five to seven years. 10 The temporary use to which a site or improved property is put until it is ready to be put to its future highest and best use. rr Proposed Whole Acquisition 000041 Highest and Best Use 35 As previously discussed, the neighborhood surrounding the subject property is in the initial stages of redevelopment. It is difficult to forecast exactly when demolition of existing improvements and redevelopment will occur. It is likely that redevelopment of the subject property will not happen immediately. Thus, an interim use value exists to the current owner given that the existing improvements provide (or could potentially provide) an income stream that either offsets the holding costs attributable to the land or even exceeds these costs. In order to calculate the interim use value the appraiser's first estimated the market rent by analyzing the comparable rentals summarized in the following table. 1 1116 Norman Street 720 3 1 1946 Aug -15 $750 2 7081uno Lane, Denton 824 3 1 1960 Mar -15 $850 3 702 Campbell Lane, Denton 909 3 1 1960 Jan -15 $900 4 3909 Atlas Drive, Denton 1,016 3 1 1965 Apr -15 $925 5 800Audra Lane, Denton 1,336 3 1 1949 Jan -15 $950 6 1708 Boyd Street, Denton 1,200 3 1 1955 Mar -15 $1,050 7 1203 Peak Street 1,156 3 1 1955 Jun -15 $1,295 As shown above, the range of lease prices extracted from the market of similar asset types are $750 to $1,295 with an average of $960. Placing equal weight on these rentals, we estimated a market rent of $950 per month. Therefore, the potential gross income is $11,400 per year ($950 per month x 12 months). This potential gross income was utilized in the pro forma below along with the following other estimates with regard to income. • The insurance estimate utilized is based on research in the subject's market for similar rental property. • The management fees at 3% of the effective gross income. PROFORMA Potential Gross Income $ 11,400 Reimbursement Income $ Other Income $ Potential Gross Income $ 11,400 Vacancy 5.0% $ -570 Other Income $ Effective Gross Income............................................................................................. $ 10,830 Expenses: $ Fixed Taxes .................................... $ 1,364 Insurance .............................. $ 1,300 Variable Management .......................... $ 325 Other Reserves ................ $ Total Expenses $ 2,989 NOI........................................................... $ 7,841 rr Proposed Whole Acquisition 00002 Highest and Best Use Therefore, annual net operating income is estimated at $7,841 which is utilized in the interim use analysis that follows. 36 • We conclude that the increasing age of the subject's improvements offset any growth rate; therefore, the rental growth rate is estimated at zero. We estimate the total expense growth rate at 3.0%. This is attributable to current economic conditions and projected conditions moving forward in time. • Discount rate is estimated at 12%. This is based on typical discount rates witnessed within the market and taking into consideration that the subject property is not an institutional grade property, which considers its age and utility. • Holding period is estimated at 5 years based on a typical real estate cycle of five to seven years. Based on the aforementioned information, the following net operating income levels are projected for the subject property. The appraisers then discount the projected net operating income streams to acquire a net present value, while considering demolition costs in year five. Year 1 Year 2 Year 3 Year 4 Year 5 Net Operating Income $7,841 $7,606 $7,378 $7,156 $6,942 Less Demolition Costs ($5,930) Net Income less Demo Cost $7,841 $7,606 $7,378 $7,156 $1,012 PV Factor 60, 12% 0.8929 0.7972 0.7118 0.6355 0.5674 PV of Cash Flow $7,001 $6,063 $5,251 $4,548 $574 Net Present Value $23,437 Interim Value of Improvements $23,500 As shown above the net present value of the future anticipated income stream is about $23,437; resulting in an interim use value of about $23,500 (rounded). rr Proposed Whole Acquisition v Land Valuation Land Valuation To develop an opinion of the subject's land value, as if vacant and available to be developed to its highest and best use, we utilize the sales comparison approach. Our search for comparable sales focused on transactions within the following parameters: • Location: City of Denton • Size: 0.50 Acres to 5 Acres • Use: Mixed Uses • Transaction Date: October 2012 to Present 37 For this analysis, we use price per square foot as the appropriate unit of comparison because market participants typically compare sale prices and property values on this basis. The most relevant sales are summarized in the following pages. rr Proposed Whole Acquisition 00004 4 Land Valuation Sales Comparison Approach — Land Whole Property Land Sale 1: Neighborhood Commercial Land NWC of FM 1173 & IH 35E, Denton, Texas 76207 SaIe(Deed) Date 7/1/13 Recording Doc 2013-84047 Zoning RCC -N -Regional Center Commercial Neighborhood Highest and Best Use Commercial Uti I i ti es Water and Electric Flood Plain None Land Size (SF) 173,064 Land Size (Acres) 3.973 Effective Sale Price $475,000 Sale Price per SF $2.74 Sale Price per Acre $119,557 Latitude & Longitude 33.259973, -97.179073 Grantor (Seller): Clinton E. and Mary Anne Ownes Grantee (Buyer): Westglen Partners, Ltd. Verified With: Denton County Appraisal District, Legal Description/Tax ID: Being a tract of land situated in the B.B.B. & C.R.R. Company Survey, Abstract No. 141, City of Denton, Denton County, Texas 50% of the mi neral rights were retained by the s el ler. The site was purchased by an entity owned by Kent Key who is a custom home builder in the Denton area likely as an investment. 38 rr Proposed Whole Acquisition 0000, Land Valuation Land Sale 2: Mixed Use Land SWQ of Highway 77 (N. Elm Street) & Riney Road, Denton, Texas 76207 SaIe(Deed) Date 1/9/15 Recording Doc 2015-6572 Zoning NRMU-12 - Neighborhood Residential Mixed Use 12 Highest and Best Use Mixed Use Utilities Al I to Site Flood Plain None Land Size (SF) 45,477 Land Size (Acres) 1.044 Effective Sale Price $115,000 Sale Price per SF $2.53 Sale Price per Acre $110,153 Latitude & Longitude 33.245643, -97.14396 Grantor (Seller): Jana Anderson Grantee (Buyer): Brad and Brock Andrus Verified With: Listing Broker Legal Description/Tax ID: Being a tract of land situated in the N.M. Meisenheimer Survey, Abstract No. 810, City of Denton, Denton County, Texas The broker was unsure about the intentions of the buyers. 39 rr Proposed Whole Acquisition 6 Land Valuation Land Sale 3: Neighborhood Commercial Land W/L of IH 35E, E/L of Mesa Drive, North of Los Colinas, Denton, Texas 76207 Sale (Deed) Date 12/31/13 Recording Doc 2014-1091 Zoning RCC -N -Regional Center Commercial Neighborhood Highest and Best Use Commercial Uti I i ti es Al I to Site Flood Plain None Land Size (SF) 50,373 Land Size (Acres) 1.156 Effective Sale Price $245,000 Sale Price per SF $4.86 Sale Price per Acre $211,938 Latitude & Longitude 33.234504,-97.176514 Grantor (Seller): Lenihan Family Holdings, LLC Grantee (Buyer): Yorlum Investments, Ltd. Verified With: Kim Hall, Listing Broker Legal Description/Tax ID: Partof Lot 2, Block A, of the Replat of Lot 2, Block A, Section 2, Freeway Park Subdivision, an addition to the City of Denton, Denton County, Texas The broker stated that the buyers purchased the property to put a business on the site. 40 rr Proposed Whole Acquisition 000047 Land Valuation Land Sale 4: Mixed Use Land 5/L of Highway 377 (University Drive), West of Redwood Place, Denton, Texas 76209 Sale (Deed) Date 10/15/12 Recording Doc 2012-118107 Zoning NRMU-12 -Neighborhood Residential Mixed Use 12 Highest and Best Use Mixed Use Uti I i ti es Al I to Site Flood Plain None Land Size (SF) 100,362 Land Size (Acres) 2.304 Effective Sale Price $177,500 Sale Price per SF $1.77 Sale Price per Acre $77,040 Latitude & Longitude 33.233375, -97.113954 Grantor (Seller): Mary Ann Haeussler Grantee (Buyer): John R. Porter Verified With: Denton County Appraisal District, Legal Description/Tax ID: Being a tract of land situated in the J.D. Lilly Survey, Abstract No. 762, City of Denton, Denton County, Texas 41 rr Proposed Whole Acquisition 00008 Land Valuation Comparable Land Sales Map Property 1 Evers 42 Proposed Whole Acquisition ire 00009 Land Valuation 43 Analysis and Adjustment of Sales The sales are compared to the subject and adjusted to account for material differences that affect value. Adjustments are made as shown below. Grantor Clinton E. and M... Jana Anderson... Lenihan Family H... Mary Ann Haeussl... Grantee - Westglen Partner... Brad and BrockA... Yorlum Investmen... John R. Porter... Date of Sale 9/29/2015 7/1/2013 1/9/2015 12/31/2013 10/15/2012 Relative Location Denton Denton Denton Denton Denton Size (Acres) 1.334 3.973 1.044 1.156 2.304 Size (Square Feet) 58,109 173,064 45,477 50,373 100,362 Sale Price - $475,000 $115,000 $245,000 $177,500 Unit Price Per SF $2.74 $2.53 $4.86 $1.77 Property Rights Financing Condition of Sale Dateof Sale(Annual Adjustment) 3.0% 7% 2% 5% 9% Adjusted Price Per SF $2.93 $2.58 $5.10 $1.93 Location Denton -10% -5% -20% -20% Physical Characteristics Size 1.334 acres 15% 5% Utilities Electric -5% -10% -10% -10% Legal Encumbrances Power line -10% -10% -10% -10% Topography/Flood Level/None Zoning/Use Potential NRMU-12/ Mixed Use Shape 25% Total Adjustments -10% -25% -40% -10% Indicated Unit Value $2.64 $1.94 $3.06 $1.74 Estimated Unit Value $2.50 Estimated Value by Sales Comparison Approach............................................................................................................................... $145,273 The adjustment process is typically applied through either quantitative or qualitative analysis. Quantitative adjustments are often developed as dollar or percentage amounts, while qualitative adjustments are simply expressed through relative comparison (i.e. significantly inferior). Quantitative adjustments are most applicable when the quality and quantity of data allows paired sales or statistical analysis. Given the availability of data and imperfect nature of the real estate market, participants most often rely on relative or qualitative comparisons. Combining the benefits of both qualitative and quantitative analysis, a blended adjustment technique is generally used. This is accomplished through pre -assigning quantitative adjustments for relative comparison. The chart on the following page illustrates the blended adjustment technique. rr Proposed Whole Acquisition 0000'5 Land Valuation 44 Relative Comparisons Pre -Assigned Quantitative Adjustment Slight Adjustment 5% Moderate Adjustment 10% Fair Adjustment 15% Significant Adjustment 20% Large Adjustment 25% plus Market participants can often identify superior or inferior characteristics when comparing properties. Without paired sales or statistical information, applying quantitative adjustments to reflect the differences is often problematic or subjective. For this analysis, the above listed quantitative adjustments reflect the need for slight, moderate, fair, significant, or large adjustments. The research in the market included property that has sold in addition to property listed for sale. Four land sales were selected for direct comparison and adjusted accordingly. Before adjustment for physical characteristics of each comparable are made, the sales are adjusted for real property rights conveyed, financing terms, condition of sale and time (market conditions). For this analysis, each sale is adjusted by 3.0% per year to allow for changing market conditions since the time of the transaction. The above adjustments are applied to arrive at an adjusted price before the following adjustments: Land Sale 1 is considered superior with respect to location due to the site being located in a more developed sector of the City of Denton with frontage along Interstate 35. A downward adjustment was made. Land Sale 1 is adjusted upward for its larger size. This upward adjustment is based on the inverse relationship expected between size and unit price. Land Sale 1 has superior utility access due to the site having access to public water. A downward adjustment was made. In addition, Land Sale 1 is considered superior to the subject property with respect to legal encumbrances due to the subject having an existing power line traversing the property. A downward adjustment was made. Land Sale 2 is considered superior with respect to location due to the site having Highway 77 frontage. A downward adjustment was made. Land Sale 2 has superior utility access due to the site having access to public water and sewer. A downward adjustment was made. In addition, Land Sale 2 is considered superior to the subject property with respect to legal encumbrances due to the subject having an existing power line traversing the property. A downward adjustment was made. Land Sale 3 is considered superior with respect to location due to the site being located in a more developed sector of the City of Denton with frontage along Interstate 35. A downward adjustment was made. Land Sale 3 has superior utility access due to the site having access to public water and sewer. A downward adjustment was made. In addition, Land Sale 3 is considered superior to the subject property with respect to legal encumbrances due to the subject having an existing power line traversing the property. A downward adjustment was made. Land Sale 4 is considered superior with respect to location due to the site being located in a more developed sector of the City of Denton with frontage along Highway 377. A downward adjustment was made. Land Sale 4 is adjusted upward for its larger size. This upward adjustment is based on the rr Proposed Whole Acquisition 0000'5 1 Land Valuation 45 inverse relationship expected between size and unit price. Land Sale 4 has superior utility access due to the site having access to public water and sewer. A downward adjustment was made. Land Sale 4 is considered superior to the subject property with respect to legal encumbrances due to the subject having an existing power line traversing the property. A downward adjustment was made. In addition, Land Sale 4 has an irregular shape and an upward adjustment was made. Land Value Conclusion Based on the preceding analysis and adjustments, the comparable sales provide a range of value indications from $1.74 to $3.06 per square foot with an average of $2.35 per square foot. The least amount of weight was placed on Land Sale 4 due to the amount of gross adjustments required. Therefore, it is our opinion that the applicable unit value is $2.50 per square foot. This results in a concluded property value as follows: Fee Land Area $2.50 / SF @ 58,109 SF $145,273 Whole Land Total: $145,273 rr Proposed Whole Acquisition 0000'2 Reconciliation and Conclusion of Value Reconciliation and Conclusion of Value Reconciliation involves the analysis of alternative value indications to determine a final value conclusion. The appraisal of real estate typically employs three traditional valuation methods: the Sales Comparison Approach, the Cost Approach, and the Income Approach. The values indicated by the applicable approaches are as follows: Value Indications - Whole Property Cost Approach Sales Comparison Approach (Land Only) Income Capitalization Approach N/A $145,273 N/A In this case the combined value of the sales comparison approach for the land and the income approach for the interim value of the improvements is given sole weight. Based on the analyses and conclusions in the accompanying report, and subject to the definitions, assumptions, and limiting conditions expressed herein, it is our opinion that the market value as of 9/29/2015, which is appraised as vacant land with interim use value, is $168,773. The breakdown of this value is shown below: $145,273 (Land Value) + $23,500 (Interim Use Value) Exposure Time and Most Probable Buyer The above expressed opinion of value is based upon an estimated exposure time (i.e., the length of time the subject property would have been exposed for sale in the market at the market value concluded in this analysis as of the date of this valuation) of about 12 months. 46 Taking into account the functional utility of the site and area development trends, the probable buyer is a developer or investor. rr Proposed Whole Acquisition 00005,3 Reconciliation and Conclusion of Value 47 The previous data has been considered for an indication of permanent damages or enhancements to the subject property. Typically, enhancements to the Remainder After property are applied to off -set damages to the Remainder After property. However, enhancements do not off -set compensation for the Part to be Acquired. Based on the analysis and conclusions in this report, and subject to the definitions, assumptions, and limiting conditions expressed herein, it is our opinion that the compensation for the acquisition of the herein described property as of 9/29/2015, is calculated as follows: WholeProperty Value.............................................................................................................. $168,773 Part To Be Acqui red.............................................................................................................................................. $168,773 Remainder Before the Acquisition......................................................................................... N/A Remainder After the Acquisition............................................................................................ N/A Damages (or Enhancements).............................................................................................................................. $0 Total Compensation $168,773 rr Proposed Whole Acquisition 0000'5.. Certification We certify that, to the best of our knowledge and belief: 1. The statements of fact contained in this report are true and correct. 2. The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions, and are our personal, impartial, and unbiased professional analyses, opinions, and conclusions. 3. We have no present or prospective interest in the property that is the subject of this report and no personal interest with respect to the parties involved. 48 4. We have no bias with respect to the property that is the subject of this report or to the parties involved with this assignment. 5. Our engagement in this assignment was not contingent upon developing or reporting predetermined results. 6. Our compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal. 7. Our analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the Uniform Standards of Professional Appraisal Practice as well as applicable state appraisal regulations. 8. The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute. 9. The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. 10. We have not relied on unsupported conclusions relating to characteristics such as race, color, religion, national origin, gender, marital status, familial status, age, receipt of public assistance income, handicap, or an unsupported conclusion that homogeneity of such characteristics is necessary to maximize value. 11. It is our opinion that the subject does not include any enhancement in value as a result of any natural, cultural, recreational or scientific influences retrospective or prospective. 12. We have experience in appraising properties similar to the subject and are in compliance with the Competency Rule of USPAP. 13. We have performed no other services, as an appraiser or in any other capacity, regarding the property that is the subject of this report within the three-year period immediately preceding acceptance of this assignment. rr Proposed Whole Acquisition 0000'-'- Certification 49 14. Gregory B. Cook, SR/WA and Allison Whitehead, RWA made a personal inspection of the property that is the subject of this report. 15. No one provided significant real property appraisal assistance to the persons signing this certification. 16. As of the date of this report, Gregory B. Cook, SR/WA, has completed the Standards and Ethics Education Requirements for Candidates of the Appraisal Institute. Gregory B. Cook, SR/WA Senior Managing Director Certificate # TX -1329987-G Allison Whitehead, RWA Senior Analyst Certificate # TX -1380451-G rr Proposed Whole Acquisition 0000'6 Assumptions and Limiting Conditions • •'! • "! • This appraisal and any other work product related to this engagement are limited by the following standard assumptions, except as otherwise noted in the report: 1. The title is marketable and free and clear of all liens, encumbrances, encroachments, easements and restrictions. The property is under responsible ownership and competent management and is available for its highest and best use. 50 2. There are no existing judgments or pending or threatened litigation that could affect the value of the property. 3. There are no hidden or undisclosed conditions of the land or of the improvements that would render the property more or less valuable. Furthermore, there is no asbestos in the property. 4. The property is in compliance with all applicable building, environmental, zoning, and other federal, state and local laws, regulations and codes. 5. The information furnished by others is believed to be reliable, but no warranty is given for its accuracy. This appraisal and is subject to the following limiting conditions, except as otherwise noted in the report: 1. An appraisal is inherently subjective and represents our opinion as to the value of the property appraised. 2. The conclusions stated in our appraisal apply only as of the effective date of the appraisal, and no representation is made as to the effect of subsequent events. 3. No changes in any federal, state or local laws, regulations or codes (including, without limitation, the Internal Revenue Code) are anticipated. 4. No environmental impact studies were either requested or made in conjunction with this appraisal, and we reserve the right to revise or rescind any of the value opinions based upon any subsequent environmental impact studies. If any environmental impact statement is required by law, the appraisal assumes that such statement will be favorable and will be approved by the appropriate regulatory bodies. 5. Unless otherwise agreed to in writing, we are not required to give testimony, respond to any subpoena or attend any court, governmental or other hearing with reference to the property without compensation relative to such additional employment. 6. We have made no survey of the property and assume no responsibility in connection with such matters. Any sketch or survey of the property included in this report is for illustrative purposes only and should not be considered to be scaled accurately for size. The appraisal covers the property as described in this report, and the areas and dimensions set forth are assumed to be correct. rr Proposed Whole Acquisition 00005 Assumptions and Limiting Conditions 51 No opinion is expressed as to the value of subsurface oil, gas or mineral rights, if any, and we have assumed that the property is not subject to surface entry for the exploration or removal of such materials, unless otherwise noted in our appraisal. 8. We accept no responsibility for considerations requiring expertise in other fields. Such considerations include, but are not limited to, legal descriptions and other legal matters such as legal title, geologic considerations such as soils and seismic stability; and civil, mechanical, electrical, structural and other engineering and environmental matters. Such considerations may also include determinations of compliance with zoning and other federal, state, and local laws, regulations and codes. The distribution of the total valuation in the report between land and improvements applies only under the reported highest and best use of the property. The allocations of value for land and improvements must not be used in conjunction with any other appraisal and are invalid if so used. The appraisal report shall be considered only in its entirety. No part of the appraisal report shall be utilized separately or out of context. 10. Neither all nor any part of the contents of this report (especially any conclusions as to value, the identity of the appraisers, or any reference to the Appraisal Institute) shall be disseminated through advertising media, public relations media, news media or any other means of communication (including without limitation prospectuses, private offering memoranda and other offering material provided to prospective investors) without the prior written consent of the persons signing the report. 11. Information, estimates and opinions contained in the report and obtained from third -party sources are assumed to be reliable and have not been independently verified. 12. Any income and expense estimates contained in the appraisal report are used only for the purpose of estimating value and do not constitute predictions of future operating results. 13. If the property is subject to one or more leases, any estimate of residual value contained in the appraisal may be particularly affected by significant changes in the condition of the economy, of the real estate industry, or of the appraised property at the time these leases expire or otherwise terminate. 14. Unless otherwise stated in the report, no consideration has been given to personal property located on the premises or to the cost of moving or relocating such personal property; only the real property has been considered. 15. The current purchasing power of the dollar is the basis for the values stated in the appraisal; we have assumed that no extreme fluctuations in economic cycles will occur. 16. The values found herein is subject to these and to any other assumptions or conditions set forth in the body of this report but which may have been omitted from this list of Assumptions and Limiting Conditions. 17. The analyses contained in the report necessarily incorporate numerous estimates and assumptions regarding property performance, general and local business and economic conditions, the absence of material changes in the competitive environment and other matters. Some estimates or assumptions, however, inevitably will not materialize, and unanticipated events and circumstances may occur; therefore, actual results achieved during rr Proposed Whole Acquisition 0000'5 Assumptions and Limiting Conditions the period covered by our analysis will vary from our estimates, and the variations may be material. 52 18. The Americans with Disabilities Act (ADA) became effective January 26, 1992. We have not made a specific survey or analysis of the property to determine whether the physical aspects of the improvements meet the ADA accessibility guidelines. We claim no expertise in ADA issues, and render no opinion regarding compliance of the subject with ADA regulations. Inasmuch as compliance matches each owner's financial ability with the cost to cure the non- conforming physical characteristics of a property, a specific study of both the owner's financial ability and the cost to cure any deficiencies would be needed for the Department of Justice to determine compliance. 19. The appraisal report is prepared for the exclusive benefit of the Client, its subsidiaries and/or affiliates. It may not be used or relied upon by any other party. All parties who use or rely upon any information in the report without our written consent do so at their own risk. 20. Unless otherwise stated in the report, no studies have been provided to us indicating the presence or absence of hazardous materials on the subject property or in the improvements, and our valuation is predicated upon the assumption that the subject property is free and clear of any environment hazards including, without limitation, hazardous wastes, toxic substances and mold. No representations or warranties are made regarding the environmental condition of the subject property. Integra Realty Resources — DFW, Integra Realty Resources, Inc., Integra Strategic Ventures, Inc. and/or any of their respective officers, owners, managers, directors, agents, subcontractors or employees (the "Integra Parties"), shall not be responsible for any such environmental conditions that do exist or for any engineering or testing that might be required to discover whether such conditions exist. Because we are not experts in the field of environmental conditions, the appraisal report cannot be considered as an environmental assessment of the subject property. 21. The persons signing the report may have reviewed available flood maps and may have noted in the appraisal report whether the subject property is located in an identified Special Flood Hazard Area. We are not qualified to detect such areas and therefore do not guarantee such determinations. The presence of flood plain areas and/or wetlands may affect the value of the property, and the value conclusion is predicated on the assumption that wetlands are non- existent or minimal. 22. Integra Realty Resources — DFW is not a building or environmental inspector. Integra DFW does not guarantee that the subject property is free of defects or environmental problems. Mold may be present in the subject property and a professional inspection is recommended. 23. The appraisal report and value conclusions for an appraisal assume the satisfactory completion of construction, curative measures, repairs or alterations in a workmanlike manner. 24. If condemnation proceedings become necessary, this appraiser must be engaged or notified to proceed in writing in order to testify to an updated opinion reflecting the value of the whole property, the part to be acquired, the value of the entire remainder prior to the acquisition and the value of the entire remainder after the acquisition, reflecting any change in the size or rr Proposed Whole Acquisition 0000'5 Assumptions and Limiting Conditions character of the land and/or changes in number and/or conditions of the improvements located thereon. 53 25. The conclusions of this report are estimates based on known current trends and reasonably foreseeable future occurrences. These estimates are based partly on property information, data obtained in public records, interviews, existing trends, buyer -seller decision criteria in the current market, and research conducted by third parties, and such data are not always completely reliable. The Integra Parties are not responsible for these and other future occurrences that could not have reasonably been foreseen on the effective date of this assignment. Furthermore, it is inevitable that some assumptions will not materialize and that unanticipated events may occur that will likely affect actual performance. While we are of the opinion that our findings are reasonable based on current market conditions, we do not represent that these estimates will actually be achieved, as they are subject to considerable risk and uncertainty. Moreover, we assume competent and effective management and marketing for the duration of the projected holding period of this property. 26. All prospective value opinions presented in this report are estimates and forecasts which are prospective in nature and are subject to considerable risk and uncertainty. In addition to the contingencies noted in the preceding paragraph, several events may occur that could substantially alter the outcome of our estimates such as, but not limited to changes in the economy, interest rates, and capitalization rates, behavior of consumers, investors and lenders, fire and other physical destruction, changes in title or conveyances of easements and deed restrictions, etc. It is assumed that conditions reasonably foreseeable at the present time are consistent or similar with the future. 27. The appraisal is also subject to the Extraordinary Assumptions and Hypothetical Conditions described in the body of the report. rr Proposed Whole Acquisition 600000 Addenda Addendum A Appraiser Qualifications rr Proposed Whole Acquisition 6 °1 Gregory B. Cook,, SR/WA Integra Realty Resources DFW Experience 930 West First Street Suite 400 Senior Managing Director for the Fort Worth office of Integra Realty Resources DFW, LLC, a full Fort Worth, TX 76102 service real estate consulting and valuation firm. Mr. Cook has been an appraiser of all types of real property since January 1995 including, but not limited to, shopping centers, apartment T817.332.5522 complexes, industrial facilities, automobile race track, raw and developed land, office F 817.336.1621 complexes, cemeteries, and mixed use developments. Mr. Cook has testified in a number of Special Commissioner's hearings as an expert on real estate value. Mr. Cook was employed as a staff appraiser for Sherwood & Associates upon graduation from Texas A&M University. He irr.com then became employed by Appraisal Data Services, Inc. upon the merger of Sherwood & Associates and Loughry Appraisal Co., Inc. in 1996. Later, Appraisal Data Services merged with Lambis Consulting to form Integra Realty Resources DFW. Professional iii ili i n International Right -of -Way Appraisal Institute —Candidate for Designation Leadership Advisory Council formerly the Young Advisory, Council of the Appraisal Institute Society of Texas A&M Real Estate Professionals Texas A&M Letterman Chapter 36 IRWA President 2010-2011 Chapter 36 IRWA Vice President 2009 Chapter 36 IRWA Education Co -Chair, Region 2, IRWA 2008 Chapter 36 IRWA Treasurer 2008 Chapter 36 IRWA Secretary 2007 Chapter 36 IRWA Professional of the Year Award 2007 Agent Region 11 2010 Fort Worth Business Press Award 40 Under 40 Honoree 2009 Chapter 36 IRWA Director 2011 Designated Senior Right -of -Way Agent (SR/WA) Licenses Oklahoma, Certified General Real Estate Appraiser, 12946CGA, Expires March 2018 Texas, Certified General Real Estate Appraiser, TX -1329987-G, Expires March 2017 Education Master of Agriculture, Specializing in Land Economics & Real Estate, Texas A&M University, College Station, Texas 1994 Bachelor of Science Texas A&M University, College Station, Texas 1993 Successfully completed numerous real estate related courses and seminars sponsored by the Appraisal Institute, the International Right -of -Way Association, and others. Irr.- gcook@irr.com - 817.332.5522 x 208 6 Integra Realty Resources Allison Whitehead, RWA DFW Experience 930 West First Street Suite 400 Ms. Whitehead is a Senior Analyst for the Fort Worth office of Integra Realty Resources DFW, Fort Worth, TX 76102 LLC, a full service real estate consulting and appraisal firm. Ms. Whitehead joined IRR, DFW as an intern in May 2009 and accepted an analyst position upon graduating with her graduate T 817-332-5522 degree from Texas A&M University in December 2010. F 817-336-1621 Ms. Whitehead has assisted in valuation and consulting services on various property types irr.com working extensively on eminent domain assignments. Professional iii ili i n International Right of Way Association, Member Fort Worth Chamber of Commerce Greater Fort Worth Real Estate Council (GFWREC), Young Leaders Council Society of Texas A&M Real Estate Professionals, Member (STAMREP) The Junior League of Fort Worth Appraisal Institute, Central Texas Chapter Licenses Texas, General Real Estate Appraiser, TX 1380451 G, Expires June 2017 Education Bachelor of Business Administration in Marketing Texas A&M University, College Station, Texas 2008 Master of Real Estate Texas A&M University, College Station, Texas 2010 Master's Degree Coursework • Real Property Valuation • Real Property Finance and Analysis • Financing Real Estate Investments • Commercial Real Estate Law • Real Estate Development Analysis • Real Property GIS Applications • Land Economics • Analysis of Money and Capital Markets • Negotiations Additional Appraisal Institute Courses • Standards of Professional Appraisal Practice (USPAP) • General Appraiser Site Valuation and Cost Approach Irr.- awhitehead@irr.com - 817-332-5522 x 224 6 LlIntegra ReaBty irr" Resources Integra Realty Resources, Inc. offers the most comprehensive property valuation and counseling coverage in the United States with 62 independently owned and operated offices in 34 states and the Caribbean. Integra was created for the purpose of combining the intimate knowledge of well-established local firms with the powerful resources and capabilities of a national company. Integra offers integrated technology, national data and information systems, as well as standardized valuation models and report formats for ease of client review and analysis. Integra's local offices have an average of 25 years of service in the local market, and virtually all are headed by a Senior Managing Director who is an MAI member of the Appraisal Institute. ATLANTA, GA - Sherry L. Watkins., MAI, FRICS AUSTIN, TX - Randy A. Williams, MAI, SR/WA, FRICS BALTIMORE, MD- G. Edward Kerr, MAI, MRICS BIRMINGHAM, AL- Rusty Rich, MAI, MRICS BOISE, ID - Bradford T. Knipe, MAI, ARA, CCIM, CRE, FRICS BOSTON, MA - David L. Cary, Jr., MAI, MRICS CHARLESTON, SC - Cleveland "Bud" Wright, Jr., MAI CHARLOTTE, NC- Fitzhugh L. Stout, MAI, CRE, FRICS CHICAGO, IL- Eric L. Enloe, MAI, FRICS CINCINNATI, OH - Gary S. Wright, MAI, FRICS, SRA CLEVELAND, OH - Douglas P. Sloan, MAI COLUMBIA, SC - Michael B. Dodds, MAI, CCIM COLUMBUS, OH - Bruce A. Daubner, MAI, FRICS DALLAS, TX - Mark R. Lamb, MAI, CPA, FRICS DAYTON, OH - Gary S. Wright, MAI, FRICS, SRA DENVER, CO - Brad A. Weiman, MAI, FRICS DETROIT, MI - Anthony Sanna, MAI, CRE, FRICS FORT WORTH, TX - Gregory B. Cook, SR/WA GREENSBORO, NC - Nancy Tritt, MAI, SRA, FRICS GREENVILLE, SC- Michael B. Dodds, MAI, CCIM HARTFORD, CT- Mark F. Bates, MAI, CRE, FRICS HOUSTON, TX - David R. Dominy, MAI, CRE, FRICS INDIANAPOLIS, IN - Michael C. Lady, MAI, SRA, CCIM, FRICS JACKSON, MS - J. Walter Allen, MAI, FRICS JACKSONVILLE, FL- Robert Crenshaw, MAI, FRICS KANSAS CITY, MO/KS - Kenneth Jaggers, MAI, FRICS LAS VEGAS, NV - Charles E. Jack IV, MAI LOS ANGELES, CA -John G. Ellis, MAI, CRE, FRICS LOS ANGELES, CA - Matthew J. Swanson, MAI LOUISVILLE, KY -Stacey Nicholas, MAI, MRICS MEMPHIS, TN -J. Walter Allen, MAI, FRICS MIAMI/PALM BEACH, FL -Scott M. Powell, MAI, FRICS r MIAMI/PALM BEACH, FL -Anthony M. Graziano, MAI, CRE, FRICS MINNEAPOLIS, MN - Michael F. Amundson, MAI, CCIM, FRICS NAPLES, FL - Carlton J. Lloyd, MAI, FRICS NASHVILLE, TN - R. Paul Perutelli, MAI, SRA, FRICS NEW JERSEY COASTAL- HalvorJ. Egeland, MAI NEW JERSEY NORTHERN - Barry J. Krauser, MAI, CRE, FRICS NEW YORK, NY- Raymond T. Cirz, MAI, CRE, FRICS ORANGE COUNTY, CA- Larry D. Webb, MAI, FRICS ORLANDO, FL- Christopher Starkey, MAI, MRICS PHILADELPHIA, PA -Joseph D. Pasquarella, MAI, CRE, FRICS PHOENIX, AZ- Walter 'Tres' Win ius III, MAI, FRICS PITTSBURGH, PA- Paul D. Griffith, MAI, CRE, FRICS PORTLAND, OR - Brian A. Glanville, MAI, CRE, FRICS PROVIDENCE, RI - Gerard H. McDonough, MAI, FRICS RALEIGH, NC- Chris R. Morris, MAI, FRICS RICHMOND, VA - Kenneth L. Brown, MAI, CCIM, FRICS SACRAMENTO, CA- Scott Beebe, MAI, FRICS ST. LOUIS, MO - P. Ryan McDonald, MAI, FRICS SALT LAKE CITY, UT- Darrin W. Liddell, MAI, CCIM, FRICS SAN ANTONIO, TX - Martyn C. Glen, MAI, CRE, FRICS SAN DIEGO, CA - Jeff A. Greenwald, MAI, SRA, FRICS SAN FRANCISCO, CA -Jan Kleczewski, MAI, FRICS SARASOTA, FL - Carlton J. Lloyd, MAI, FRICS SAVANNAH, GA - J. Carl Schultz, Jr., MAI, FRICS, CRE, SRA SEATTLE, WA -Allen N. Safer, MAI, MRICS SYRACUSE, NY- William J. Kimball, MAI, FRICS TAMPA, FL - Bradford L. Johnson, MAI, MRICS TULSA, OK - Robert E. Gray, MAI, FRICS WASHINGTON, DC - Patrick C. Kerr, MAI, SRA, FRICS WILMINGTON, DE - Douglas L. Nickel, MAI, FRICS CARIBBEAN/CAYMAN ISLANDS -James Andrews, MAI, FRICS Addenda Addendum 6 Definitions rr Proposed Whole Acquisition 60000,51 Addenda Unless otherwise noted, these definitions have been extracted, solely or in combination, from definitions and descriptions printed in: • Uniform Standards of Professional Appraisal Practice, 2014-2015 Edition (USPAP) The Dictionary of Real Estate Appraisal, Fifth Edition, Chicago, IL: Appraisal Institute, (Dictionary) • The Appraisal of Real Estate, Fourteenth Edition, Chicago, IL: Appraisal Institute, 2013 (The Appraisal of Real Estate) Accrued Depreciation The difference between the reproduction or replacement cost of the improvement cost of the improvements and the market value of the improvements. (Dictionary) Appraisal The act or process of developing an opinion of value; an opinion of value. (USPAP) Assignment A valuation service provided as a consequence of an agreement between an appraiser and a client. (Dictionary) Compensable Damages Damages for which a condemnor is legally required to compensate the owner or tenant of the property that is being wholly or partially condemned. In most jurisdictions, physical invasion of the property by a condemning authority or the taking of some property right must occur before damages are considered compensable. (Dictionary) Community Damages Damages resulting from a public project that are borne by the "community' at large and which are not specific to singular properties (special damages). These damages include loss of visibility, diversion of traffic, circuitous access and construction inconvenience. State v. Schmidt, 867 S.W.2d 769 (Tex. 1993) Deferred Maintenance Needed repairs or replacement of items that should have taken place during the course of normal maintenance. Depreciation A loss in property value from any cause; the difference between the cost of an improvement on the effective date of the appraisal and the market value of the improvement on the same date. rr Proposed Whole Acquisition 600006 Addenda Easement Interest An interest in real property that transfers use, but not ownership, of a portion of an owner's property. (The Appraisal of Real Estate) Effective Date The date on which the analyses, opinions, and advice in an appraisal, review, or consulting service apply. (Dictionary) For the purposes of IRR - DFW, the effective date may be the date of inspection, date of special commissioners hearing, date of acquisition, or some prospective date based upon the needs of the client and purpose of the assignment, as described in the body of the report. Entrepreneurial Profit 1. A market -derived figure that represents the amount an entrepreneur receives for his or her contribution to a project and risk; the difference between the total cost of a property (cost of development) and its market value (property value after completion), which represents the entrepreneur's compensation for the risk and expertise associated with development. An entrepreneur is motivated by the prospect of future value enhancement (i.e., the entrepreneurial incentive). An entrepreneur who successfully creates value through new development, expansion, renovation, or an innovative change of use is rewarded by entrepreneurial profit. Entrepreneurs may also fail and suffer losses. In economics, the actual return on successful management practices, often identified with coordination, the fourth factor of production following land, labor, and capital; also called entrepreneurial return or entrepreneurial reward. Excess Land; Surplus Land Excess Land: Land that is not needed to serve or support the existing improvement. The highest and best use of the excess land may or may not be the same as the highest and best use of the improved parcel. Excess land may have the potential to be sold separately and is valued independently. Surplus Land: Land that is not currently needed to support the existing improvement but cannot be separated from the property and sold off. Surplus land does not have an independent highest and best use and may or may not contribute value to the improved parcel. Exposure Time 1. The time a property remains on the market. The estimated length of time the property interest being appraised would have been offered on the market prior to the hypothetical consummation of a sale at market value on the effective date of the appraisal; a retrospective estimate based on an analysis of past events assuming a competitive and open market. Fee Simple Estate Absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power, and escheat. (Dictionary) rr Proposed Whole Acquisition 670000 Addenda Gross Building Area (GBA) Total floor area of a building, excluding unenclosed areas, measured from the exterior of the walls of the above -grade area. This includes mezzanines and basements if and when typically included in the region. Ground Lease A lease that grants the right to use and occupy land. Improvements made by the ground lessee typically revert to the ground lessor at the end of the lease term. (Dictionary) Highest and Best Use The reasonably probable and legal use of vacant land or an improved property that is physically possible, appropriately supported, financially feasible, and that results in the highest value. The four criteria the highest and best use must meet are legal permissibility, physical possibility, financial feasibility, and maximum productivity. Alternatively, the probable use of the land or improved property -specific with respect to the user and the timing of the use- that is adequately supported and results in the highest present value. (Dictionary) Intended Use The use or users of an appraiser's reported appraisal, appraisal review, or appraisal consulting assignment opinions and conclusions, as identified by the appraiser based on communications with the client at the time of the assignment. (USPAP) Intended User The client and any other party as identified, by name or type, as users of the appraisal, appraisal review, or appraisal consulting report by the appraiser on the basis of communication with the client at the time of the assignment. (USPAP) Jurisdictional Exception An assignment condition that voids the force of part or parts of USPAP, when compliance with part or parts of USPAP is contrary to law or public policy applicable to the assignment. (USPAP) Legally Nonconforming Use A use that was lawfully established and maintained, but no longer conforms to the use regulations of the current zoning in the zone where it is located. (Dictionary) Lease A contract in which rights to use and occupy land or structures are transferred by the owner to another for a specified period of time in return for a specified rent. Leased Fee Interest A freehold (ownership interest) where the possessory interest has been granted to another party by creation of a contractual landlord -tenant relationship (i.e, a lease). Leasehold Interest The tenant's possessory interest created by a lease. rr Proposed Whole Acquisition 600008 Addenda Lease Type Full Service Lease or Gross Lease: A lease in which the landlord receives stipulated rent and is obligated to pay all of the property's operating and fixed expenses. Full Service + Tenant Electric Lease or Gross + Tenant Electric Lease: A lease in which the tenant pays electric charges for its space but in other respects is a full service or gross lease as defined above. Tenant electric is often abbreviated as "TE". (Source: Integra Realty Resources) Modified Gross Lease: A lease in which the landlord receives stipulated rent and is obligated to pay some, but not all, of the property's operating and fixed expenses. Since assignment of expenses varies among modified gross leases, expense responsibility must always be specified. In some markets, a modified gross lease may be called a double net lease, net net lease, partial net lease, or semi -gross lease. Net Lease: A general term for a lease in which the tenant pays all or most of the operating and fixed expenses of a property. Whenever the term net lease is used, an analyst should identify the specific expense responsibilities of the tenant and owner. (Source: Integra Realty Resources) Triple Net Lease: A lease in which the tenant assumes all expenses (fixed and variable) of operating a property except that the landlord is responsible for structural maintenance, building reserves, and management. Also called NNN, net net net, or fully net lease. Absolute Net Lease: A lease in which the tenant pays all expenses including structural maintenance, building reserves, and management; often a long-term lease to a credit tenant. Load Factor A measure of the relationship of common area to usable area and therefore the quality and efficiency of building area layout, with higher load factors indicating a higher percentage of common area to overall rentable space than lower load factors; calculated by subtracting the amount of usable area from the rentable area and then dividing the difference by the usable area: Load Factor = (Rentable Area — Usable Area) / Usable Area. Also known as add-on factor. Marketing Time An opinion of the amount of time it might take to sell a real or personal property interest at the concluded market value level during the period immediately after the effective date of an appraisal. Marketing time differs from exposure time, which is always presumed to precede the effective date of an appraisal. Market Rent The most probable rent that a property should bring in a competitive and open market reflecting all conditions and restrictions of the lease agreement, including permitted uses, use restrictions, expense obligations, term, concessions, renewal and purchase options, and tenant improvements. Market Value Market Value is defined by City of Austin v. Cannizzo, 267 S.W. 2d 808 (Tex 1954) as being: rr Proposed Whole Acquisition 600009 Addenda "The price the property would bring when offered for sale by one who desires to sell, but is not obliged to sell, and is bought by one who desires to buy, but is under no necessity of buying, taking into consideration all of the uses to which it is reasonably adaptable and for which it either is, or in all reasonable probability, will become available within the reasonable future." Market Value is defined by the Dictionary as follows: "The most probably price, as of a specific date, in cash, or in terms equivalent to cash, or in other precisely reveal terms, for which the specified property rights should sell after reasonable exposure in a competitive market under all conditions requisite to a fair sale, with the buyer and seller each acting prudently, knowledgeably, and for self-interest, and assuming that neither is under undue duress." Market Value is defined by USPAP as: "A type of value, stated as an opinion, that presumes the transfer of a property (i.e., a right of ownership or bundle of such rights), as of a certain date, under specific conditions set forth in the definition of the term identified by the appraiser as applicable in an appraisal." USPAP also requires the following be identified: • Identification of the specific property rights being appraised. • Statement of the effective date of value. • Specification as to whether cash, terms equivalent to cash, or other precisely described financing terms are assumed. • Upon what conditions the terms are based, including interest rates being above or below market, other incentives, and their affect on value. Federal agencies mandate different definitions of Market Value. Partial Taking The taking of part of any real property interest for public use under the power of eminent domain; requires the payment of just compensation. (Dictionary) Also called "partial acquisition." Prospective Opinion of Value A value opinion effective as of a specified future date. The term does not define a type of value. Instead, it identifies a value opinion as being effective at some specific future date. An opinion of value as of a prospective date is frequently sought in connection with projects that are proposed, under construction, or under conversion to a new use, or those that have not yet achieved sellout or a stabilized level of long-term occupancy. rr Proposed Whole Acquisition 0000 710 Addenda Real Property All interests, benefits, and rights inherent in the ownership of physical real estate; the bundle of rights with which the ownership of the real estate is endowed. (Dictionary) Replacement Cost The estimated cost to construct, at current prices as of the effective appraisal date, a substitute for the building being appraised, using modern materials and current standards, design and layout. Reproduction Cost The estimated cost to construct, at current prices as of the effective date of the appraisal, an exact duplicate or replica of the building being appraised, using the same materials, construction standards, design, layout, and quality of workmanship and embodying all the deficiencies, superadequacies, and obsolescence of the subject building. Stabilized Income Income at that point in time when abnormalities in supply and demand or any additional transitory conditions cease to exist and the existing conditions are those expected to continue over the economic life of the property; projected income that is subject to change, but has been adjusted to reflect an equivalent, stable annual income. Value The monetary relationship between properties and those who buy, sell, or use the properties. Value expresses an economic concept. As such, it is never a fact but always an opinion of the worth of a property at a given time in accordance with a specific definition of value. In appraisal practice, value must always be qualified — for example, market value, liquidation value, or investment value. (Appraisal Institute Code of Professional Ethics, 2003) rr Proposed Whole Acquisition 0000,71 1 Addenda Addendum C Project/Survey Maps And Legal Descriptions rr Proposed Whole Acquisition 00007 (7 ,t / F /i >i� (7 a m j 5 7.fitlai3 b4 BS<9UiN- CL7� (7 Addenda Addendum D Engagement Letter rr Proposed Whole Acquisition 0000774 Addenda From: Nicole Cost3nza Sent: Thursday, September 1O,2O1511:22Am1 To: Allison Whitehead Subject: Appraisal Order Bonnie Brae to North Lakes Collinsworth Property North Lakes to Bonnie Brae 69kV TM Line Fram Ni cdeCostnmzu Ta- cc o cc Allison, P|ea scpneporeunuppn,iso|ontheproperty ref errncrdobovc.Thisp,iUbeufrepurchose. Thanks, Nikki Proposed Whole Acquisition ®rr 0 0 0 075, Addenda Addendum E Property Information rr Proposed Whole Acquisition 0000776 Addenda Dl00[! C'eflhal A Pjlnaial Disifict - Piolm ly Del Lti I s The Denton Central Appraisal District is not responsible for the assessment or collection of taxes for this or any other property. If you have a question regarding your tax bill please contact the Denton County Tax Assessor Co lector. Property ID 216880 ...................... ...... Legal Description A0810a N -h- Meisenheimer, Tr 45, — ............... .......................... ....... ............... Situs Address .................................................. 3310 N Bonnie Brae St Tx ................................ Prop"Type .......................................................... Real NRi0k(!Kh290 ..................... ....... ............... .............. A. 10-8-1-0.a. ... ...h h ....m. e. I 5..e. D h- q..ime. F. �(tram esj & Smith . nOd n A bstrkrt_j_Su bd i vision AO -810A ....................... ........... ............ in AO81 A ............... .......................... View Plat ....... ............... .................... Owner ID377907 .................................................. ................................ Owner Name -_Collinsworth,_ Debo ra h Mailing .Address.. ......... ...,...,.. ............ Pa,Barx1e 1212 .............................................. QentanLT 76262 12i2 ict ion sC ........... Q 5 ............ ............... --------------------------------------------------------- G 0 1 Lperjtqrj Cq4aky)_ .................................................. g?MmyllpAions.... ........... ............ ................ t 1, t. L View Rap ............................................... Denton CAD GIS New Restrictions on the Display of Exemption Information Details 12:03: ]4 I'M] Proposed Whole Acquisition ®rr 0000 71 ;1 Addenda Total Improvement Value --.__--_---_____— ............. officialEntity Name Tax Rate Per sioo Taxable Value— Estimated Taxes Tax Ceiling Amourrit Denton City Of 068975% $49,50000 $34143 N/A Denton County 02722% $54,50000 $14835 N/A Denton ISD 1.54% 529,500.00 $454.30 N/A Estimated Total Taxes $94408 DO NOT PAY TAXES BASTED ON THESE ESTIMA—ED TAXES You will receive an tax bill from the appropriate.Ve�ncy when they are prepared. Taxes are collected by the agency sending you the lcial tax bill. To see a listing of agencies that collect taxes for your property, click here The estimated taxes are provided as a courtesy and should not be relied n . n making financial or other decisions. The Denton Central Appraisal District $CAD) does not control the tax rate nor the amount of the taxes, as that is the responsibility of each Taxing Jurisdiction. Questions about your taxes should be directed to the ap ropriate taxing jurisdiction. These tax estimates are calculated by using the taxable varlue as of 6MA14 multiplied b the most current tax rate. It does not take into account other special or uniqueTax scenarios. Improvement u38om56 Proposed Whole Acquisition ®rr 000078 Addenda Dl00[! C'eflhal Aplin Disifict - Piolm ly Del Lti Is State Code ---------------------------------- Al ................ Residential - RES, Exterior Wall .., .... I—— ..................... I ................... Wood ..................... 1. Foundation ----------------------------------------------------------- PIER 1,290 sq- feet Main Area I'nte'rior Finish ......... I ................... ....... Shee.trock. -Roof-Covering .............................. Composition Shingle Number of Bedrooms ............. 31 ...... I.. � .....................3 Ctass What's this? Year Built Sq. Footage Type 3 1956 1,290 sq- feet Main Area Improvement 1390057 State Code ­ ......... ­­.­ ............... ........... ­­.­ ......... A.1, Improvement Type-------------------- Mise _Imp- - STORAGE 1 1650 1 2006 1 150 Sq feet I Res Storage I Resident Lot I 1.33 1 57,935 sa. feet 12:03: ]4 I'M] Proposed Whole Acquisition ®rr 0000,719 Addenda Dl 00[ L C'eTAT'al A pilraia] Disifict - Piolm ly Del ai Is 2013 $27,900 $26,600 $54,500 $54,500 $54,500 2012 $27,900 $26,600 $54,500 $54,500 $54,500 2011 $27,900 $26,600 $54,500 $54,500 $54,500 2010 $27,929 $26,600 $54,529 $54,529 $54,529 2009 527,801 $26,600 $54,401 $54,401 $54,401 2008 $30,433 $26,600 $57,033 $57,033 $57,033 2007 $34,319 $26,600 1 $60,919 $60,919 $60,919 2006 $33,768 $26,600 $60,368 $60,368 $60,368 2005 $34,941 $26,600 $61,541 $61,541 $61,541 2004 $35,596 $26x600 $62,196 $62,196 $62,196 2003 $36,822 $26,600 $6.3,422 $63,422 $63,422 2002 $35,750 $26,600 $62,356$62,350 $58,889 2001 $26,935 $26,600 $53,535 $53,535 $53,535 12/22/1999Wd With Vendors Collinsworth, I Lien I Deborah Subject Property Neighborhood: A0810a N.h.meisenhelmer (frames) & Smith Addn Subject Property Abstract /Subdivision. A0810A Subject Property City: Denton City Of Subject Property School District: Denton Collinsworth,I 00 99-127801 1 $67,0 Deborah Link Link Link Link Link Link Link Link Link Link Link Link In 2005, Texas passed Senate Bill 541, which prohibits the Denton Central Appraisal District -- and every other Appraisal District in the State of Texas -- from making photographs and floorplans of property available online. Exempted from the restriction will be aerial photographs of five or more separately owned buildings. i 68g()& 'vlx=R&Ati,(.'ii=A(IgIOA[l),'17,'2f)l5 12:03: 14 I'M] Proposed Whole Acquisition ®rr 000080 Addenda D7 I0 s[!C'entlral Apinrei a] Dis1nc_[ Piolm lyDel ai Is HB 394 restricts the appraisal district from posting information that indicates the age of a property owner, including information that a property owner is 65 years of age or older, on the appraisal district's website. ht1ps://www.derLtorLcad.com/ n=com content&task=view&id=100&Yen=2016&ProperlyID=216880&PropertyType=R&AbsCd=A0810A[9/17/2015 12:03:14 PM] rr Proposed Whole Acquisition 000081 'AREAS ASSUME R.D.W. WILL BE DEDICATED teague nail & perkins � t , , tnp 1517 Centre Pfa ie. r76 Suite 320 Denton Municipal Electric 34177 h 940.62os Bonnie Brae to North Lakes TL '4 j 940.393.41 ]] ph 940 383.8026 fx TBPERegistrationNe F-230 Collinsworth Tracf)6d" ent w.tnpin Appraisal of Easement Rights Acquisition Rayzor Investments, Ltd. Property East Line of N. Bonnie Brae Street, South of Riney Road Denton, Denton County, Texas 76207 Prepared For: Freese and Nichols, Inc. Effective Date of the Appraisal: February 17, 2016 Report Format: Appraisal Report—Standard Format IRR - DFW File Number: 116-2016-0087 lL v Rayzor Investments, Ltd. Property East Line of N. Bonnie Brae Street, South of Riney Road Denton, Texas irr Integra Realty Resources 930 West First Street T 817.332.5522 GFV/ Suite 400 F 817.336.1621 Fort Worth, TX 76102 www.irr.corn 3/2/2016 Mr. Kendall King, P.E. Freese and Nichols, Inc. 4055 International Plaza Fort Worth , Texas 76109 SUBJECT: Easement Rights Appraisal Rayzor Investments, Ltd. Property East Line of N. Bonnie Brae Street, South of Riney Road Denton, Denton County, Texas 76207 IRR - DFW File No. 116-2016-0087 Dear Mr. Kendall King, P.E.: Integra Realty Resources — DFW is pleased to submit the accompanying appraisal of the referenced property. The intended use of this appraisal is to assist the client in their determination of compensation due to the property owner as of February 17, 2016, the effective date of the appraisal. The appraisal is intended to conform with the Uniform Standards of Professional Appraisal Practice (USPAP), the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute; The Texas Property Code and any other applicable state appraisal regulations. To report the assignment results, we use the Appraisal Report option of Standards Rule 2- 2(a) of the 2016-2017 edition of USPAP. This type of report has a moderate level of detail. It summarizes the information analyzed, the appraisal methods employed, and the reasoning that supports the analyses, opinions, and conclusions. The whole property consists of two tracts delineated by their respective zoning districts and separated by a private road used to access North Lakes Park Athletic Complex. Tract 1 consists of 20.841 acres, or 907,834 square feet zoned for neighborhood residential. Tract 2 consists of 31.940 acres, or 1,391,306 square feet zoned for neighborhood residential mixed use. Therefore, the whole property is a 52.781 -acre, or 2,299,144 -square foot unimproved land site. The client has proposed to acquire two electric easements, which consist of a 00008, Freese and Nichols, Inc. 3/2/2016 Page 2 total of 2.918 acres, or 127,098 square feet in easement interest. These electric easements are proposed to traverse both tracts of the subject property. Proposed easement 1 traversing Tract 1 consists of approximately 1.558 acres, or 67,865 square feet in easement interest. However, approximately 0.683 acre, or 29,751 square feet of this proposed easement lies within existing easements currently on the property (15' power line easement and 20' pipeline easement). Proposed easement 2 traversing Tract 2 consists of 1.360 acres, or 59,233 square feet in easement interest. However, approximately 0.200 acres, or 8,712 square feet of this proposed easement lies within an existing easement currently on the property (15' power line easement). Based on the analysis and conclusions in the accompanying report, and subject to the definitions, assumptions, and limiting conditions expressed herein, it is our opinion that the compensation for the acquisition of the herein described property as of the effective date is as follows: Whole Property Value Pa rt To BeAcquired Remainder Before the Acquisition Remainder After the Acquisition $2,838,486 $2,725,307 $2,725,307 $113,179 Damages (or Enhancements) $0 Total Compensation $113,179 The value conclusions are subject to the following extraordinary assumptions that may affect the assignment results. An extraordinary assumption is uncertain information accepted as fact. If the assumption is found to be false as of the effective date of the appraisal, we reserve the right to modify our value conclusions. 1. Because of the numerous mathematical calculations that are inherent for partial acquisition valuations, very little rounding of value estimates is made in this report. Value estimates are not exact, but opinions of approximate value only. 2. The information pertainingto the subject property is based on public documents and records alongwith data from commercial data providers. It is asumed thatthe aerial maps and subject data is reasonably accurate. The sizes utilized for the existing easements traversing the property along with the portion of these easements located within the proposed easements are based on estimates made by the appraisers. These estimates are considered to be accurate for the purposes of our assignment. The value conclusions are based on the following hypothetical conditions that may affect the assignment results. A hypothetical condition is a condition contrary to a fact known by the appraiser on the effective date of the appraisal but is supposed for the purpose of analysis, relating to a specific assignment. 1. The appraisal of a remainder property assumes that the proposed public or private improvements are complete as of the effective date of valuation. Freese and Nichols, Inc. 3/2/2016 Page 3 If you have any questions or comments, please contact the undersigned. Thank you for the opportunity to be of service. Respectfully submitted, INTEGRA REALTY RESOURCES - DFW Gregory B. Cook, SR/WA Senior Managing Director TX -1329987-G F Allison Whitehead, RWA Senior Analyst TX -1380451-G rr 7 Salient Facts 1 General Information 3 Identification of Subject and Project 3 Current Ownership and Sales History 4 Inspection 5 Purpose of the Appraisal 5 Intended Use and User 5 Scope of Work 6 Personal Property and Trade Fixtures 9 Market Area Analysis 10 Surrounding Area Analysis 10 Whole Property Analysis 19 Land Analysis 19 Real Estate Taxes 42 Whole Property Valuation 43 Valuation Methodology 43 Highest and Best Use 44 Land Valuation —Tract 1 46 Land Valuation —Tract 2 57 Conclusion of Value —Whole Property 63 Part to Be Acquired 64 Highest and Best Use — Part to be Acquired 66 Land Value — Part to be Acquired 66 Remainder Before 67 Remainder After Analysis 68 Highest and Best Use — Remainder After 70 Land Valuation — Remainder After 71 Conclusion of Value — Remainder After 72 Conclusion and Compensation Summary 73 Certification 74 Assumptions and Limiting Conditions 76 Addenda A. Appraiser Qualifications B. Definitions C. Project/Survey Maps And Legal Descriptions D. Engagement Letter E. Property Information rr Rayzor Investments, Ltd. Property 000088 Salient Facts 1 Salient Facts Summary Salient Facts IRR FileNumber:116-2016-0087 +/- 52.781 Acres, or 2,299,144 Square Feet of Land East Li ne of N. Bonnie Brae Street, South of Riney Road, Denton, Denton County, Texas. Latitude, Longitude Coordinates 33.244537, -97.159716 Legal Description Tract 1 is a 31.940 -acre tract situated in the N.H. Meisenheimer Survey, Abstract No. 810A, Tracts 42, 46 & 47, City of Denton, Denton County, Texas. Tract 2 is a 20.841 -acre tract situated in the N.H. Meisenheimer Survey, Abstract No. 810A, Tract 48 & 49b and being Lot 1, Block 1, of the North Lakes Fire Station Addition, an addition to the City of Denton, Denton County, Texas. Zoning Designation The subject is located in the City of Denton with Tract 1 being zoned "NR -2 - Neighborhood Residential 2 (two homes per acre)" which is primarily for residential development. Tract is zoned "NRMU-12- Neighborhood Residential Mixed Use 12 (twelve units per acre)" which allows for mixed uses with allowances for lowto moderate intensity multi -family housing. Property Tax Numbers 162896;162886;34811;34793;34817 Owner of Record Rayzor Investments, Ltd. c/o Philip Baker Land Area Approximately 52.781 acres or 2,299,144 square feet. Improvements Both tracts of the subject property are unimproved. Floodplain Designation FEMAZoneX: Areas determined to be outside the 500 -year flood plain. Highest and Best Use As Vacant Tract 1: Residential; Tract 2: Mixed Use Property Rights Appraised Fee simple estate, subject to existing easements, encumbrances and restrictions Effective Date February 17, 2016 rr Rayzor Investments, Ltd. Property 000089 Salient Facts Whole Property Tract 1 864,408 SF Tract 2 1,370,405 SF Tract 1 - Existing Power Line Esmt. 23,958 SF Tract 1 - Existing Pipeline Esmt. 19,471 SF Tract 2 - Existing Power Line Esmt. 20,902 SF Total 2,299,144 SF Part to be Acauired @ $0.90 /SF Esmt. 1 38,114 SF Esmt. 2 50,521 SF Tract 1 - Esmt. 1 - Existing Power Line Esmt. 11,979 SF Tract 1 - Esmt. 1 - Existing Pipeline Esmt. 17,772 SF Tract 2 - Esmt. 2 - Existing Power Line Esmt. 8,712 SF Total $382 Remainder Pronerty $2,838,486 Remainder immediately before acquisition: 1% $40 Remainder immediately after acquisition: 99% Tract 1 826,294 SF Esmt. 1 38,114 SF Tract 2 1,319,884 SF Esmt. 2 50,521 SF Tract 1 - Existing Power Line Esmt. 11,979 SF Tract 1 - Esmt. 1 - Existing Power Line Esmt. 11,979 SF Tract 1 - Existing Pipeline Esmt. 1,699 SF Tract 1 - Esmt. 1 - Existing Pipeline Esmt. 17,772 SF Tract 2 - Existing Power Line Esmt. 12,190 SF Tract 2 - Esmt. 2 - Existing Power Line Esmt. 8,712 SF Total 2,299,144 Net Damages/Enhancements Net Damages/Enhancements Total Compensation Part to be Acquired Net Damages/Enhancements Cost to Cure (if necessary) Temporary Easements (if necessary) Total 2 @ $0.90 /SF $743,665 $777,967 @ $1.50 /SF 1% $343 @ $1.50 /SF $2,055,608 @ $0.90 /SF @ 1% @ $216 @ $0.90 /SF @ 25% 1% $4,381 @ $1.50 /SF @ 1% 1% $1 $314 @ /SF 25% $382 @ $0.90 /SF $2,838,486 @ $0.90 /SF 1% $40 @ 99% $33,960 @ $1.50 /SF @ $1.50 /SF @ 99% $75,024 @ $0.90 /SF @ 1% @ 99% $107 @ $0.90 /SF @ 25% @ 99% $3,959 @ $1.50 /SF @ 1% @ 99% $129 $113,179 $2,725,307 @ $0.90 /SF $743,665 @ $0.90 /SF @ 1% $343 @ $1.50 /SF $1,979,826 @ $1.50 /SF @ 1% $758 @ $0.90 /SF @ 1% $108 @ $0.90 /SF @ 1% @ 1% $1 @ $0.90 /SF @ 25% $382 @ $0.90 /SF @ 25% @ 1% $40 @ $1.50 /SF @ 1% $183 @ $1.50 /SF @ 1% @ 1% $1 $2,725,307 $0 $113,179 rr Rayzor Investments, Ltd. Property 000090 General Information •ior-Affolf Identification of Subject and Project The subject property is identified by the client as the Rayzor Investments, Ltd. Property, which is a portion of a parent tract, or the "whole property," with the following identifying characteristics: .-. +/- 52.781 Acres, or 2,299,144 Square Feet of Land East Li ne of N. Bonnie Brae Street, South of Riney Road, Denton, Denton County, Texas. Latitude, Longitude Coordinates 33.244537, -97.159716 Legal Description Tract 1 is a 31.940 -acre tract situated in the N.H. Meisenheimer Survey, Abstract No. 810A, Tracts 42, 46 & 47, City of Denton, Denton County, Texas. Tract is a 20.841 -acre tract situated in the N.H. Meisenheimer Survey, Abstract No. 810A, Tract 48 & 49b and being Lot 1, Block 1, of the North Lakes Fire Station Addition, an addition to the City of Denton, Denton County, Texas 3 The whole property consists of two tracts delineated by their respective zoning districts and separated by a private road used to access North Lakes Park Athletic Complex. Tract 1 consists of 20.841 acres, or 907,834 square feet zoned for neighborhood residential. Tract 2 consists of 31.940 acres, or 1,391,306 square feet zoned for neighborhood residential mixed use. Therefore, the whole property is a 52.781 -acre, or 2,299,144 -square foot unimproved land site. The client has proposed to acquire two electric easements, which are itemized in the table on the following page. rr Rayzor Investments, Ltd. Property 00009..1 General Information Whole Property Square Feet Acres Tract 1 864,408 19.844 Tract 1,370,405 31.460 Tract 1 - Existing Power Line Esmt. 23,958 0.550 Tract 1 - Existing Pipeline Esmt. 19,471 0.447 Tract 2 - Existing Power Line Esmt. 20,902 0.480 Total Whole Property 2,299,144 52.781 Part Acquired Square Feet Acres Esmt. 1 38,114 0.875 Esmt. 2 50,521 1.160 Tract 1 - Esmt. 1 - Existing Power Line Esmt. 11,979 0.275 Tract 1 - Esmt. 1 - Existing Pipeline Esmt. 17,772 0.408 Tract 2 - Esmt. 2 - Existing Power Line Esmt. 8,712 0.200 Total Part Acquired in Easement 127,098 2.918 Remainder Property Square Feet Acres Tract 1 826,294 18.969 Esmt. 1 38,114 0.875 Tract 1,319,884 30.300 Esmt. 2 50,521 1.160 Tract 1 - Existing Power Line Esmt. 11,979 0.275 Tract 1 - Esmt. 1 - Existing Power Line Esmt. 11,979 0.275 Tract 1 - Existing Pipeline Esmt. 1,699 0.039 Tract 1 - Esmt. 1 - Existing Pipeline Esmt. 17,772 0.408 Tract 2 - Existing Power Line Esmt. 12,190 0.280 Tract 2 - Esmt. 2 - Existing Power Line Esmt. 8,712 0.200 Total Remainder Property 2,299,144 52.781 The proposed acquisition of two electric easements across the Rayzor Investment, Ltd. Property will facilitate future improvements to Denton Municipal Electric Project through Denton County. Current Ownership and Sales History 4 The owner of record is Rayzor Investments, Ltd. This party acquired the property from Jess Newton Rayzor, et al on 12/4/1985 for an undisclosed price. The transaction is recorded in Volume 1796, Page 601 of the Denton County public records. To the best of our knowledge, no other sale or transfer of ownership has occurred within the past three years, and as of the effective date of this appraisal, the property is not subject to an agreement of sale or option to buy, nor is it listed for sale. rr Rayzor Investments, Ltd. Property 000092 General Information 5 Inspection On February 16, 2016 contact was established with the representative of the property, Mr. Philip Baker. An inspection of the property was made on February 17, 2016. The property representatives allowed the appraisers to inspect the property without their presence. The reported contact information for the subject property is: Name Philip Baker, Owner Company Rayzor Investments, Ltd. Address 400 W. Oak Street City, State, Zip Denton, Texas 76201 Phone 1 (940) 387-8711 Purpose of the Appraisal The purpose of the appraisal is to develop an opinion of real property compensation due to the property owner, which includes the market value of the part to be acquired, plus any applicable damages to the remainder property, as of the effective date of the appraisal, February 17, 2016. Market value is based upon analysis of the underlying fee simple interest in the property. In some assignments, the market value of permanent or temporary easement interest(s) are required. "Market value" and "fee simple" are described and cited in the addenda of this report. The appraisal is valid only as of the stated effective date or dates. Definition of Market Value Market Value is defined by City of Austin v. Cannizzo, 267 S.W. 2d 808 (Tex 1954) as being: "The price the property would bring when offered for sale by one who desires to sell, but is not obliged to sell, and is bought by one who desires to buy, but is under no necessity of buying, taking into consideration all of the uses to which it is reasonably adaptable and for which it either is, or in all reasonable probability, will become available within the reasonable future." Intended Use and User The intended use of this appraisal is to assist the client in their determination of adequate compensation due to the property owner, in compliance with the Texas Constitution, Article 1, Section 17, to be paid for the acquisition of Real Property interest for a public purpose as described herein. Others may receive a copy of this report due to legal requirements of disclosure, but the report is not intended for any other use or user (i.e., mortgage lending, tax assessment, etc.). This appraisal report is prepared for Freese and Nichols, Inc., Mr. Kendall King, P.E., 4055 International Plaza, Fort Worth, Texas 76109. rr Rayzor Investments, Ltd. Property v General Information 6 Although the appraisal is not intended for any other use or user, the client may designate use of this report to an outside entity to assist in the project, which may use or rely on the information, opinions, and conclusions contained in this report. Applicable Requirements This appraisal is intended to conform to the requirements of the following: • Uniform Standards of Professional Appraisal Practice (USPAP); • Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal I nstitute; Applicable state appraisal regulations including Texas Property Code, Title 4, Chapter 21; Report Format This report is prepared under the Appraisal Report option of Standards Rule 2-2(a) of the 2016-2017 edition of USPAP. Prior Services USPAP requires appraisers to disclose to the client any other services they have provided in connection with the subject property in the prior three years, including valuation, consulting, property management, brokerage, or any other services. We have previously appraised a portion of the property (Tract 2) that is the subject of this report for another client within the three-year period immediately preceding acceptance of this assignment. Scope of Work To determine the appropriate scope of work for the assignment, we considered the intended use of the appraisal, the needs of the user, the complexity of the property, and other pertinent factors. Our concluded scope of work is described below. Valuation Methodology Appraisers usually consider the use of three approaches to value when developing a market value opinion for real property. These are the cost approach, sales comparison approach, and income capitalization approach. The subject property is a vacant tract of land. Therefore, we use only the sales comparison approach in developing an opinion of land value for the subject. This approach is applicable to the subject because there is an active market for similar properties, and sufficient sales data is available for analysis. The cost approach is not applicable because there are no improvements that contribute value to the property, and the income approach is not applicable because the subject is not likely to generate rental income in its current state. rr Rayzor Investments, Ltd. Property 000094. General Information Research and Analysis The type and extent of our research and analysis is detailed in individual sections of the report. In general, the following steps were taken to perform this assignment: 7 • Physically inspected the subject property and the surrounding market area. The inspection of the property is limited to those things readily observable without the use of special testing or equipment. • Collected factual information about the property and the surrounding market, and confirmed the information with various sources. • Performed a highest and best use analysis of the subject site as vacant and as improved when applicable. • Gathered market information relevant to the valuation of the subject. Data on comparables were confirmed with at least one of the parties to the transaction. • Analyzed market information and developed indications of value under the necessary approaches to value for a credible assignment result. The market information was analyzed for an appraisal of the Whole Property, the Part to be Acquired and the value of the Remainder Before and Remainder After the acquisition. o The appraisal of real estate typically employs three traditional valuation methods: the sales comparison approach, the cost approach, and the income approach. The subject is vacant land and as such, the valuation is limited to the sales comparison approach for land. • Partitioned the Whole Property value opinion between the Part to be Acquired and the Remainder Before the acquisition. In this case, the part to be acquired and remainder before estimates are prorated allocations of the whole property (e.g., If the whole property is 100% and the part to be acquired is 10%, the remainder before the acquisition is 90%). • Performed a highest and best use analysis on the Remainder After with consideration to the impact on the residual property as a result of the proposed acquisition. If necessary, the cost to cure and restore the functional utility of the remainder after was estimated. • Derived an estimate of the total compensation due to the owner of the property as the result of a proposed acquisition by summation of the part to be acquired and any damages. The damages were calculated based on the difference in the value opinion for the remainder before and remainder after. • Prepared an appraisal report summarizing our analyses, opinions and conclusions. Other elements of the scope of work undertaken to perform this assignment are outlined throughout the narrative of the report. rr Rayzor Investments, Ltd. Property 00009'5 General Information 8 Extraordinary Assumptions and Hypothetical Conditions In this assignment, we have assumed typical general assumptions and limiting conditions as cited in the addenda of this report. The use of hypothetical conditions derived from public policy and case law does not result in a process that is limited or renders the results no longer credible. In this particular assignment, the following additional special assumptions were made: The va I ue concl usions are subject to the fol I owing extraordinary assumptions that may affect the assignment results. An extraordinary assumption is uncertain information accepted as fact. If the assumption is found to be false as of the effective date of the appraisal, we reserve the right to modify our vaI ue conclusions. 1. Because of the numerous mathematical calculations that are inherent for partial acquisition valuations, very little rounding of valueestimates is made in this report. Value estimates are not exact, but opinions of a pproxi mate va I ue only. 2. The information pertaining to the subject property is based on public documents and records along with data from commercial data providers. It is asumedthat the aerial maps a nd s ubj ect data is reasonably accurate. 3. The sizes utilized for the existing easements traversi ng the property along with the portion of these easements located within the proposed easements are based on estimates made by the appraisers. These estimates are considered to be accurate for the purposes of our assignment. The value conclusions are based on the following hypothetical conditions that may affect the assignment results. A hypothetical condition is a condition contrary to a fact known by the appraiser on the effective date of the appraisal but is supposed for the purpose of analysis, relating to a specific assignment. 1. The appraisal of a remainder property assumes that the proposed public or private improvements are compl ete a s of the effective date of va I ua ti on. Jurisdictional Exceptions The Jurisdictional Exception Rule allows "an assignment condition established by applicable law or regulation, which precludes an appraiser from complying with a part of USPAP."' This includes federal and state constitutions, legislative and court made law, administrative rules, regulations and ordinances. In this assignment, there are no known conflicts of law or public policy that disregard a part of USPAP. Case Law and Legislative Precedents For right-of-way projects in the State of Texas, there are also several cases that may establish compensable and non -compensable elements resulting from a project. For example, regarding the compensation for landscaping, the Texas Supreme Court stated in the case of White vs. Natural Gas that "in eminent domain proceedings our courts have consistently held that the landowner cannot recover for damage to crops, loss of trees, ornamental shrubs, etc., as separate items. These features 'Uniform Standards of Professional Appraisal Practice, 2016-2017 Ed., 'Jurisdictional Exception." Washington, D.C.: The Appraisal Foundation, 2015. rr Rayzor Investments, Ltd. Property 6 General Information can be taken into consideration in determining compensation only insofar as they affect the market value of the land, as land."' Personal Property and Trade Fixtures 0 The estimate of compensation in this report is for real property interest, or real estate which includes the physical land and improvements attached to the land. This report does not include a value estimate for personal property or trade fixtures unless represented otherwise in this report. According to the Code of Federal Regulations (CFR), Title 49 — Transportation, Section 24.103(a)(1), "The appraisal report should identify the items considered in the appraisal to be real property, as well as those identified as personal property". The real property or real estate is described in other sections of this report, or the Description and Analysis of the Land and in the Description and Analysis of the Improvements. No items of personal property were observed by the appraisers during the inspection. Z White v. Natural Gas Pipeline Company ofAmerica, 444 S.W.2d 298, 301 (Tex. 1969) rr Rayzor Investments, Ltd. Property 000097 Market Area Analysis 10 Surrounding Area Analysis The subject is located in the Denton surrounding area. The Denton surrounding area is comprised of the following zip codes: 76201, 76205, 76207, 76209, and 76208. A map identifying the subject within the Denton surrounding area is below. rr Rayzor Investments, Ltd. Property 000098 Market Area Analysis 11 Access and Linkages Roadways providing access to the area and major city streets are highlighted on the map below. Access and Linkages Map N S 21" �Ec7 of>��ur y r ��ilWktF's„Y.PnNntta Primary North-South Access: Interstate 35E US Highway 77/Elm Street Primary East-West Access: US Highway 380/University Drive State Highway 288 Loop Major Roads: Oak Street Sherman Drive Bonnie Brae Street Mingo Road Eagle Drive Fort Worth Drive Public transportation is provided within the City of Denton by Denton County Transportation Authority (DCTA). The primary mode of transportation in this area is the automobile. rr Rayzor Investments, Ltd. Property 000099 Market Area Analysis Public Services 12 Police and fire protection is provided by the City of Denton. The Denton submarket is served by the Denton Independent School District (DISD). Denton is also the home of three universities: University of North Texas, Texas Woman's University and North Central Texas College. Demand Generators The University of North Texas (UNT) is a public university founded in 1890 and located in Denton. With an enrollment of 36,200 students (including graduate students), UNT is one of Texas' largest universities. The university offers 98 undergraduate programs, 82 master's and 36 doctoral degree programs. The university employs a faculty and staff of more than 4,000. The University of North Texas is known for its music and fine arts departments and counts several notable musicians, such as The Eagles and Norah Jones, as alumni. The campus has recently expanded with the construction of a new 87,000 square foot Life Sciences Complex, an 180,000 square foot Business Leadership Building and a $78 million eco -friendly football stadium that seats 30,000 spectators.3 ■ Texas Woman's University (TWU) is a public university, founded in 1901. Texas Woman's University is known for its health and education programs. With campuses in Denton, Dallas and Houston, the university has a total enrollment of 15,135. The faculty is comprised of 941 full-time instructors and 421 part- time instructors. The university has a staff of 781 employees. TWU offers 47 undergraduate programs, 50 master's programs and 21 doctoral programs.4 3 University of North Texas, www.unt.edu 4 Texas Woman's University, www.twu.edu 5 Rayzor Ranch, www.rayzorranch.com rr Rayzor Investments, Ltd. Property 0001,100 Market Area Analysis ■ Texas Health Presbyterian Hospital Denton is a 255 -bed, full- service acute care facility featuring more than 43 specialties. Texas Health Denton is located on North Interstate 35 in the City of Denton and is accredited by The Joint Commission and is distinguished as a Bariatric Center of Excellence. Texas Health Denton employs over 750 people on their full-time staff.' ■ Denton Regional Medical Center is a 208 -bed, full service acute care hospital located on South Interstate 35 in Denton. Denton Regional has more than 850 employees on staff and over 300 physicians. Denton Regional specializes in bariatrics, cancer care, general surgery, vascular surgery, diabetes care, imaging, emergency services, cardiovascular, occupational medicine, orthopedic and sports medicine and women and children's care.' Downtown Denton is a 60 -block area which serves as the historic central business district of Denton, with Courthouse Square as the focal point. Downtown Denton is located south of University Drive, north of Eagle Drive, west of Mingo Road and east of Carroll Boulevard. Downtown Denton provides a link between UNT and TWU and is known as a local destination for shopping, dining and entertainment. Since 1989, over $47 million has been reinvested in the downtown area to improve the streets, sidewalks and facades. There are currently over 50 shops, 26 restaurants and 12 entertainment venues in Downtown Denton.8 13 'Texas Health Presbyterian Hospital Denton, www.texashealth.org/landing.cfm?id=2928&fr=true ' Denton Regional Medical Center, www.dentonregional.com s Denton Economic Development Partnership, www.dentonedp.com rr Rayzor Investments, Ltd. Property 0001,10111 Market Area Analysis uemana tyeneracors Zviap 14 rr Rayzor Investments, Ltd. Property 000102 Market Area Analysis 15 Demographics A demographic profile of the surrounding area, including population, households, and income data, is presented in the following table. Surrounding Area Demographics 2016 Estimates 1 -Mile Radius 3 -Mile Radius 5 -Mile Radius Denton MSA Dallas - Fort Worth MSA State of Texas Population 2010 3,193 44,919 84,843 100,731 6,817,483 25,145,561 Population 2016 3,637 48,465 93,383 112,349 7,528,568 27,611,503 Population 2021 3,990 51,467 100,352 121,520 8,094,091 29,594,059 Compound %Change 2010-2016 2.2% 1.3% 1.6% 1.8% 1.7% 1.6% Compound %Change 2016-2021 1.9% 1.2% 1.4% 1.6% 1.5% 1.4% Households 2010 1,297 17,411 32,569 38,763 2,471,118 8,922,933 Households 2016 1,513 19,217 36,492 44,025 2,715,854 9,804,313 Households 2021 1,681 20,650 39,583 47,988 2,918,360 10,523,761 Compound %Change 2010-2016 2.6% 1.7% 1.9% 2.1% 1.6% 1.6% Compound %Change 2016-2021 2.1% 1.4% 1.6% 1.7% 1.4% 1.4% Median Household Income2016 $61,426 $39,786 $42,983 $46,647 $60,906 $55,352 Average Household Size 2.4 2.2 2.3 2.4 2.7 2.8 College Graduate% 38% 38% 34% 36% 31% 27% Median Age 37 29 29 31 35 35 Owner Occupied % 66% 34% 39% 43% 62% 64% Renter Occupied % 34% 66% 61% 57% 38% 36% Median Owner Occupied Housing Value $146,646 $146,044 $150,111 $173,764 $172,150 $150,318 Median Year Structure Built 1989 1983 1986 1990 1988 1987 Avg. Travel Time to Work in Min. 31 24 24 25 30 28 Source: The Nielsen Company As shown above, the estimated 2016 population for Denton is approximately 112,349. Population in the area has been growing over the past 5 years and this trend is expected to continue in the foreseeable future. Compared to the DFW MSA area overall, population of the local area is growing at a faster rate. Income levels in the area are lower than income levels in the DFW MSA area as a whole. rr Rayzor Investments, Ltd. Property 0001103 Market Area Analysis 16 Land Use In the immediate vicinity of the subject, predominant land uses include a mix of residential and vacant land uses along with a park and tennis center. These surrounding land uses are depicted in the aerial below. Other land use characteristics are summarized in the following table. Character of Area Urban Predominant Age of Improvements 10 to 50 years Predominant Quality and Condition Average Approximate Percent Developed 90% Infrastructure/Planning Average Predominant Location of Undeveloped Land Northeast rr Rayzor Investments, Ltd. Property 000104 Market Area Analysis 17 North Vacant Land South Residential East Park/Vacant Land West Residential/Vacant Land Development Activity and Trends The most dominant area for retail has historically been around the Golden Triangle Mall at Loop 288 and IH -35E. Recent renovation of the retail center and has spurred some new pad site development in its vicinity. Several retail developments have also been developed in the last ten to fifteen years along Loop 288 in the vicinity of the Mall. For example, Denton Towne Crossing is a 37,716 square foot center, shadow anchored by Target and Home Depot. Denton Crossing is also located at the confluence of Loop 288 and Brinker Road. Retail growth has been gradually moving north along Loop 288 in that area. Medical office and related development has been a popular land use around the Denton Regional Medical Center and North Texas Hospital, just south of the mall. Growth in this area is expected to continue. A similar trend has occurred around the Texas Health Presbyterian Hospital along 1-35W at West Hickory and Scripture Lane. Another notable retail development is the Rayzor Ranch property at Hwy. 380 and IH 35N. Most recently, a Sam's Club and Wal-Mart were constructed on the north side of University Drive. Following their presence has been multiple pad site retailers, such as Chik-fil-a. Apartment and student housing has also been a popular property type for recent development, especially in the vicinity of the University of North Texas campus. As part of UNT's dedication to green, the recently constructed Apogee Stadium is the first Leadership in Energy and Environmental Design (LEED) Platinum certified stadium for standards for clean technology innovation. The University of North Texas (along with several other universities), businesses around the Denton Airport, and the Alliance area are the primary economic drivers in the region. Growth in the Alliance area has outpaced most cities in the US and continues to expand its commercial and residential development. The Denton Airport has also supported recent growth in the industrial sector. The 360,000 square foot Target Distribution Center was recently completed and now employs about 140 workers. Additionally, PMFT, the parent company of Peerless Manufacturing, recently completed a new 80,000 square foot manufacturing facility in Denton. Outlook and Conclusions The Denton market area is in the growth stage and nearing the stability stage of its life cycle: although, pockets of growth and decline can be observed throughout the market. The local economy appears to be diversified and stable. Given the history of the area and the growth trends, it is anticipated that property values will increase in the near future. rr Rayzor Investments, Ltd. Property 000 Market Area Analysis 18 Surrounding Area Map rr Rayzor Investments, Ltd. Property 106 Land Analysis Land Analysis 19 A survey indicating the size of the partial acquisition was provided by the client. No survey of the whole property was made available for review. The size of the whole property is based on tax records. As noted previously, the sizes utilized for the existing easements traversing the property along with the portion located within the proposed easements are based on estimates made by the appraisers. These size estimates are assumed to be accurate for purposes of this assignment. The whole property includes the following land areas: Whole Property Square Feet Acres Tract 1 864,408 19.844 Tract 2 1,370,405 31.460 Tract 1 - Existing Power Line Esmt. 23,958 0.550 Tract 1 - Existing Pipeline Esmt. 19,471 0.447 Tract 2 - Existing Power Line Esmt. 20,902 0.480 Total Whole Property 2,299,144 52.781 Land Description & Physical Features Source of Land Area Tax Records Shape Tract 1: Rectangular; Tract 2: Irregular Width Tract 1: 1,560 Feet; Tract 2: 1,605 Feet Depth Tract 1: 605 Feet; Tract 2: 1,140 Feet Corner No Rail Access No Topography Tract 1: Gently Sloping; Tract 2: Level Drainage No problems reported or observed Environmental Hazards No problems reported or observed Ground Stability No problems reported or observed rr Rayzor Investments, Ltd. Property 000107 Land Analysis Streets, Access and Frontage Details pertaining to street access and frontage are provided in the following table. Street N. Bonnie Brae (Tract 1) N. Bonnie Brae (Tract 2) Riney Road (Tract 2) Frontage Feet Approx. 1,560 Feet Approx. 1,605 Feet Approx. 598 Feet Paving Asphalt Asphalt Asphalt Curbs Yes Yes No Si dewa I ks Yes Yes No La nes Two Two Two Direction of Traffic North/South North/South East/West Condition Average Average Average Traffic Levels Average Average Below Average Signals/Traffic Control Yes Yes No Access/Curb Cuts No No No Visibility Average Average Average Overall, ingress and egress to and from both tracts is considered adequate. Utilities The availability of utilities is considered to be typical for both tracts of the subject, as summarized in the following table. Utility maps provided by the City of Denton are provided on Pages 25 and 26 herein. Utilities Tract 1 Status Water and septic Service Provider Water City of Denton Sewer Septic System Required Electricity Denton Municipal Electric Natural Gas Atmos Energy Local Phone Verizon through various local providers Source: Citv of Denton Utility Maps Utilities Tract 2 Status Water and septic Service Provider Water City of Denton Sewer Septic System Required Electricity Denton Municipal Electric Natural Gas Atmos Energy Local Phone Verizon through various local providers Source: City of Denton Utility Maps 2 rr Rayzor Investments, Ltd. Property 000108 Land Analysis Flood Hazard Status No particular drainage problems were observed or disclosed at the time of field inspection. This appraisal assumes that surface water collection, both on-site and in public streets adjacent to the subject, is adequate. Community Panel Number 48121C0360G Date 4/18/2011 Zone X Description Outside of 500 -year floodplain Insurance Required? No FEMA Zone X: Areas determined to be outside the 500 -year flood plain. Flood Map 21 rr Rayzor Investments, Ltd. Property 000°109 Land Analysis 22 Tax Map rr Rayzor Investments, Ltd. Property 000 `1 `1 M N Mi Land Analysis Railroad Commission MaD ~ r ^kM 32187 T-1), 24 RayzorInvestments, Ltd. Property 000112 N Mi 4 +J N Q O CL J V1 c v E 4J v c 0 CacrC , � a ° Tamm ° 9 c a ° w ° ax a a r 86j p ° ° i e m p ° ° a� s s Ij i a _i t i Mi 4 +J N Q O CL J V1 c v E 4J v c 0 CacrC m • m Land Analysis 27 Zoning The subject is located in a municipality that has zoning ordinances. Specific zoning requirements are summarized in the following table. I Zoning Jurisdiction City of Denton Zoning Designation Tract 1: NR -2; Tract 2: NRMU-12 Description NR -2 - Neighborhood Residential 2 (two homes per acre); NRMU-12 - Neighborhood Residential Mixed Use 12 (twelve units per acre) Lega I I y Conforming? Appears to be legally conforming Zoni ng Cha nge Li kel y? No Permitted Uses NR -2 - Primarily residential development; NRMU-12 - Mixed use with allowances for low to moderate intensity multi -family housing. Other Land Use Regulations None Category Zoning Requirement Exi sti ng Condi ti ons Minimum Lot Area NR -2 - 16,000 SF 2,299,144 SF; 52.781 acres NRMU-12 - 3,500 SF Minimum Lot Width (Feet) NR -2 - 80 NRMU-12 - 30 Minimum Lot Depth (Feet) NR -2 - 100 NRMU-12 - 80 Minimum Setbacks (Feet) NR -2 - Front: 20; Side: 6; Rear: 10 Maximum Building Height Maximum Site Coverage Maximum Density Maximum WECS Height (Feet) Minimum Landscapred Area Source: NRMU-12 - Front: 10; Side: 6; Rear: 10 NR -2 - 40 Feet NRMU-12 - 40 Feet NR -2 - 30% NRMU-12 - 60% NR -2 - 2 units per acre NRMU-12 - 12 units per acre NR -2 - 55 NRMU-12 - 55 NR -2 - 70% NRMU-12 - 40% City of Denton Development Code A determination of compliance with all zoning regulations would require an extensive evaluation of existing conditions and a thorough knowledge of all aspects of the city ordinances, as well as fire, electrical, plumbing and safety codes that are usually incorporated by reference into most cities' ordinances. Local municipalities have no process available to investigate and render a judgment regarding full compliance with all applicable standards for existing properties. The appraiser is not in a rr Rayzor Investments, Ltd. Property 000 115 Land Analysis capacity to give an opinion about the property's overall compliance with zoning regulations as of the effective date. As no issues of nonconformity are readily apparent to the appraiser, it is assumed the subject meets current zoning regulation. It appears that the current use of the site is a legally conforming use. Other Land Use Regulations We are not aware of any land use regulations other than zoning that would affect the property, nor are we aware of any moratoria on development. 0 rr Rayzor Investments, Ltd. Property 000 116 rn N Q. C� C OD c •E O N Land Analysis Easements, Encroachments and Restrictions 30 We have reviewed a "Limited Title Certificate" prepared by The Norfleet Group, LLC and not dated. There were no exceptions noted. Based on our on-site inspection and the survey provided by the client, both tracts have an existing 15' power line easement traversing near the respective western property lines. Tract 1 also has an existing 20' pipeline easement (Energy Assets Operating Company) traversing near the western property line. Our valuation assumes no other adverse impacts from easements, encroachments, or restrictions, and further assumes that the subject has clear and marketable title. Hazardous Substances An environmental assessment report was not provided for review and environmental issues are beyond our scope of expertise. No hazardous substances were observed during our inspection of the improvements; however, we are not qualified to detect such substances. Unless otherwise stated, we assume no hazardous conditions exist on or near the subject. Conclusion of Land Analysis Overall, the physical characteristics of the site and the availability of utilities result in functional utility suitable for a variety of uses including those permitted by zoning. We are not aware of any other particular restrictions on development, outside of the existing encumbrances. rr Rayzor Investments, Ltd. Property 000 118 Subject Photographs 31 View looking north along the eastern property line of Tract 1 Overall view of Tract 1 from near the SEC of Tract 1 (Photo Taken on February 17, 2016) rr Rayzor Investments, Ltd. Property 000°) ,1 Subject Photographs 32 View looking north along the existing power line traversing the western property line of Tract 1 View looking east along the southern property line of Tract 1 (Photo Taken on February 17, 2016) rr Rayzor Investments, Ltd. Property 000120 Subject Photographs 33 View looking north along N. Bonnie Brae Street View looking south along N. Bonnie Brae Street (Photo Taken on February 17, 2016) rr Rayzor Investments, Ltd. Property 000121 Subject Photographs 34 Overall view of Tract 1 from near the NWC of Tract 1 View looking east near the northern property line of Tract 1 (Photo Taken on February 17, 2016) rr Rayzor Investments, Ltd. Property 000122 Subject Photographs 35 Overall view of Tract 1 from near the NEC of Tract 1 View looking west along the private road separating the two tracts (Photo Taken on February 17, 2016) rr Rayzor Investments, Ltd. Property 000123 Subject Photographs 36 Overall view of Tract 2 from near the SEC of Tract 2 View looking north at an overall view of Tract 2 from near the southern property line (Photo Taken on February 17, 2016) rr Rayzor Investments, Ltd. Property 000124 Subject Photographs 37 View looking north along the proposed acquisition area from near the SWC of Tract 2 View looking north along N. Bonnie Brae Street (Photo Taken on February 17, 2016) rr Rayzor Investments, Ltd. Property 000°1 Subject Photographs 38 View looking east near the northern property line of Tract 2 Overall view of Tract 2 from near the NWC of Tract 2 (Photo Taken on February 17, 2016) rr Rayzor Investments, Ltd. Property 126 Subject Photographs 39 View looking south along the proposed acquisition area of Tract 2 from near the NWC of Tract 2 View looking south along N. Bonnie Brae Street near the western property line of Tract 2 (Photo Taken on February 17, 2016) rr Rayzor Investments, Ltd. Property 000127 Subject Photographs 40 View looking east along Riney Road near the northern property line of Tract 2 View looking west along Riney Road near the northern property line of Tract 2 (Photo Taken on February 17, 2016) rr Rayzor Investments, Ltd. Property 000128 Subject Photographs 41 Overall view of Tract 2 looking south from near the northern property line of Tract 2 Overall view of Tract 2 from near the NEC of Tract 2 (Photo Taken on February 17, 2016) rr Rayzor Investments, Ltd. Property 000129 Whole Property Analysis 42 Real Estate Taxes The subject property is located in Denton County. Real estate taxes in this state and this jurisdiction represent ad valorem taxes, meaning a tax applied in proportion to value. The real estate taxes for ar individual property may be determined by dividing the assessed value for a property by $100, then multiplying the estimate by the composite rate. The composite rate is based on a consistent state tax rate throughout the state, in addition to one or more local taxing district rates. Real estate taxes and assessments for the current tax year are shown in the following table. Property Tax Analysis Tax ID Numbers: 162896; 162886; 34811;34793;34817 Land Assessment $1,063,146 Building Assessment $0 Total Assessment $1,063,146 Exemption Amount $1,057,110 Tax Rate 2.491750% Indicated Tax Liability $150 The above tax rates and tax values are 'current' for tax year 2015. Tax records indicate that the site has 52.781 acres, or 2,299,144 square feet, indicating a land assessment of $0.46 per square foot of land area. In addition, the subject enjoys tax exemption in the amount of $1,057,110, resulting in a taxable or assessed value of $6,036. Based on our investigations, analyses and conclusions in this report, the assessed value of the subject property for the current tax year appears to be low. Assessment valuations, when compared to market valuations, are different due to multiple factors that are outside of the scope of this analysis, which include methodology, purpose, and variations in opinion. Furthermore, the size of the subject property utilized in this report is based upon tax records. The size of a property as described in the tax records may differ from the size described deed records or independent surveys. Tax records utilize different techniques for determining property boundaries than do surveyors, including consideration of Geographic Information Systems (GIS) protocols and are generally given less credence than an on -the -ground survey of a property. When current plat, survey or metes and bounds descriptions are not available, tax record estimates can still be sufficient to develop a credible opinion of value. rr Rayzor Investments, Ltd. Property 000,1130 Valuation Methodology 43 Valuation Methodology Appraisers usually consider three approaches to estimating the market value of real property. These are the cost approach, sales comparison approach and the income capitalization approach. The cost approach assumes that the informed purchaser would pay no more than the cost of producing a substitute property with the same utility. This approach is particularly applicable when the improvements being appraised are relatively new and represent the highest and best use of the land or when the property has unique or specialized improvements for which there is little or no sales data from comparable properties. The sales comparison approach assumes that an informed purchaser would pay no more for a property than the cost of acquiring another existing property with the same utility. This approach is especially appropriate when an active market provides sufficient reliable data. The sales comparison approach is less reliable in an inactive market or when estimating the value of properties for which no directly comparable sales data is available. The sales comparison approach is often relied upon for owner -user properties. The income capitalization approach reflects the market's perception of a relationship between a property's potential income and its market value. This approach converts the anticipated net income from ownership of a property into a value indication through capitalization. The primary methods are direct capitalization and discounted cash flow analysis, with one or both methods applied, as appropriate. This approach is widely used in appraising income-producing properties. Reconciliation of the various indications into a conclusion of value is based on an evaluation of the quantity and quality of available data in each approach and the applicability of each approach to the property type. Applicability of Valuation Approaches The subject is a vacant tract of land. As such, consideration of the land value was investigated. Only the sales comparison approach for land is relevant. rr Rayzor Investments, Ltd. Property 000,1131 Highest and Best Use 44 Highest and Best Use Process Before a property can be valued, an opinion of highest and best use must be developed for the subject site, both as vacant, and as improved. By definition, the highest and best use must be: • Physically possible. • Legally permissible under the zoning regulations and other restrictions that apply to the site. • Financially feasible. • Maximally productive, i.e., capable of producing the highest value from among the permissible, possible, and financially feasible uses. As Vacant Physically Possible The physical characteristics of the two tracts do not appear to impose any unusual restrictions on development. Tract 1 is gently sloping and open while Tract 2 is level and open. As stated previously, both tracts have an existing 15' power line easement traversing near the western property line. Tract 1 also has an existing 20' pipeline easement traversing near the western property line. Development within these encumbered areas would be limited to some extent. Overall, the physical characteristics of the site and the availability of utilities result in functional utility suitable for a variety of uses. Legally Permissible Tract 1 is zoned "NR -2: Neighborhood Residential 2 (two homes per acre)." Permitted uses include single-family residential development. To our knowledge, other than the easements previously described, there are no other legal restrictions such as easements or deed restrictions that would effectively limit the use of the property. Given prevailing land use patterns in the area, only residential use is given further consideration in determining the highest and best use of Tract 1, as though vacant. Tract 2 is zoned "NRMU-12: Neighborhood Residential Mixed Use 12 (twelve units per acre)." Permitted uses include mixed uses with allowances for low to moderate intensity multi -family housing. To our knowledge, other than the easement previously described, there are no other legal restrictions such as easements or deed restrictions that would effectively limit the use of the property. Given prevailing land use patterns in the area, only mixed use is given further consideration in determining highest and best use of Tract 2, as though vacant. Financially Feasible Based on our analysis of the market, there is currently adequate demand for residential and mixed use in the subject's area. It appears that a newly developed residential and mixed use on the tracts would have a value commensurate with its cost. Therefore, residential for Tract 1 and mixed use for Tract 2 is considered to be financially feasible. rr Rayzor Investments, Ltd. Property 000 132 Highest and Best Use Maximally Productive 45 There does not appear to be any reasonably probable use of Tract 1 that would generate a higher residual land value than a residential use. Accordingly, it is our opinion that a residential use, developed to the normal market density level permitted by zoning, is the maximally productive use of Tract 1. There does not appear to be any reasonably probable use of Tract 2 that would generate a higher residual land value than a mixed use. Accordingly, it is our opinion that mixed use, developed to the normal market density level permitted by zoning, is the maximally productive use of Tract 2. Conclusion Development of Tract 1 for a residential use is the only use that meets the four tests of highest and best use. Therefore, it is concluded to be the highest and best use of Tract 1 as vacant. Development of Tract 2 for a mixed use is the only use that meets the four tests of highest and best use. Therefore, it is concluded to be the highest and best use of Tract 2 as vacant. As Improved No improvements are situated on the subject. Therefore, a highest and best analysis as improved is not applicable. Most Probable Buyer Taking into account the functional utility of the site and area development trends, the probable buyer is a developer or investor. rr Rayzor Investments, Ltd. Property 000 13v Land Valuation—Tract 1 Land Valuation — Tract 1 To develop an opinion of the Tract 1's land value, as if vacant and available to be developed to its highest and best use, we utilize the sales comparison approach. Our search for comparable sales focused on transactions within the following parameters: • Location: City of Denton • Size:10 to 50 Acres (435,600 Square Feet to 2,178,000 Square Feet) • Use: Residential • Transaction Date: December 2012 to Present For this analysis, we use price per SF as the appropriate unit of comparison because market participants typically compare sale prices and property values on this basis. The most relevant sales for Tract 1 are summarized in the following pages. 46 rr Rayzor Investments, Ltd. Property 000 134 Land Valuation—Tract 1 Sales Comparison Approach — Land Whole Property Land Sale 1: Villages of Carmel Land 6184 Swisher Road, Denton, Texas 76208 Sale (Deed) Date 3/18/15 Recording Doc 2015-27142 Zoning NR -6 & RD -5X Highest and Best Use Residential Utilities Water and Electric Flood Plain None Land Size (SF) 1,956,280 Land Size (Acres) 44.910 Effective Sale Price $2,357,775 Sale Price per SF $1.21 Sale Price per Acre $52,500 Latitude& Longitude 33.176968,-97.069778 Grantor (Seller): Zack D. Mason, Trustee of Mary L. Mason Children's Trust Grantee (Buyer): DW Carmel, LLC Verified With: Mike McGhee, Listing Broker Legal Description/Tax ID: 44.910 acres of land situated in the Gideon Walker Survey, Abstract No. 1330, Denton County, Texas Purchased for an additional phase of Villages of Carmel, a single-family residential subdivision. Property was AG exempt at the time of sale. Mix of trees on the east side of the property and pasture in the middle. Located outside of the 100 -year floodplain. 47 rr Rayzor Investments, Ltd. Property 000 135 5, Land Valuation—Tract 1 Land Sale 2: Forest Meadows Phase II Land Ryan Road at Roxbury Street, Denton, Texas 76210 Sale (Deed) Date 12/6/13 Recording Doc 2013-144585 Zoning NR -4 Highest and Best Use Residential Uti I i ti es Al I to Site Flood Plain None Land Size (SF) 1,872,200 Land Size (Acres) 42.980 Effective Sale Price $2,300,000 Sale Price per SF $1.23 Sale Price per Acre $53,513 Latitude& Longitude 33.159973,-97.111578 Grantor (Seller): Jamp Properties, LLC Grantee (Buyer): Lennar Homes of Texas Land and Construction, Ltd. Verified With: Brady Giddens, Listing Broker Legal Description/Tax ID: 42.980 acres of land situated in the Eli Pi ckett Survey, Abstract No. 1018, City of Denton, Denton County, Texas Purchased for the development of Forest Meadow Phase 11. Site had a preli minary plat in place. Made final postacquisition. The total acquisition was for $2,900,000; however, $600,000 of this was allocated to 12 finished lots in Phase 1. This value has been subtracted from the sale priceto determine a net sale pri ce for the raw land of $2,300,000. 48 rr Rayzor Investments, Ltd. Property 000 136 Land Valuation—Tract 1 Land Sale 3: Church of Christ Land Sale 801 N. Loop 288, Denton, Texas 76209 Sale (Deed) Date 12/11/12 Recording Doc 2012-141313 Zoning NR -2 & NRMU-12 Highest and Best Use Mixed Use Utilities Al I to Site Flood Plain None Land Size (SF) 1,395,239 Land Size (Acres) 32.030 Effective Sale Price $2,100,000 Sale Price per SF $1.51 Sale Price per Acre $65,564 Latitude& Longitude 33.222823,-97.093312 Grantor (Seller): North Texas State University Educational Foundation, Inc., et al Grantee (Buyer): Singing Oaks Church of Christ of Denton Verified With: DCAD, Legal Description/Tax ID: 32.030 acres of land situated in the M.E.P. & P.R.R. Company Survey, Abstract No. 927, City of Denton, Denton County, Texas There was a power line traversing the eastern portion of the property at the time of sale. This power line encumbers less than 5% of the property. An additional power line has been added since the sale that traverses the southern portion of the property. Located outside of the 100 -year floodplain. 49 rr Rayzor Investments, Ltd. Property 000 135,71 Land Valuation—Tract 1 Land Sale 4: Teasley Trails Subdivision Land W/L of Helm Lane, South of Bentoaks Drive, Denton, Texas 76210 Sale (Deed) Date 7/26/13 Recording Doc 2013-94216 Zoning NR -3 Highest and Best Use Residential Uti I i ti es EI ectri c Flood Plain Zone A (100 -year floodplain) Land Size (SF) 2,093,943 Land Size (Acres) 48.070 Effective Sale Price $1,201,750 Sale Price per SF $0.57 Sale Price per Acre $25,000 Latitude& Longitude 33.168977,-97.115201 Grantor (Seller): SRC Teas Iey PKEST, LP Gra ntee (Buyer): Tea s I ey Tra i I s, LLC Verified With: Andrew Prine, Listing Broker Legal Description/Tax ID: 48.070 acres of land situated in the Cyprian Poullalier Survey, Abstract No. 1006, City of Denton, Denton County, Texas The property was purchased for the development of the Teasley Trails Subdivision, which is a planned 160 lot subdivision. Preliminary plat in place at the time of sale, also pending USACE 404 permit. According to FEMA fl ood maps, approxi mately 20% of the site is located wi thi n the 100 -year fl oodpl a i n. 50 rr Rayzor Investments, Ltd. Property 000 138 Land Valuation —Tract 1 51 Comparable Land Sales Map —Tract 1 rr Rayzor Investments, Ltd. Property 000`1 v Land Valuation—Tract 1 52 Analysis and Adjustment of Sales — Tract 1 The sales are compared to the subject and adjusted to account for material differences that affect value. Adjustments are made as shown below. Property Name Address City Grantor Subject Rayzor Investments, Ltd. Property East Line of N. Bonnie Brae Street, South of Riney Road Denton Comp No. 1 Comp No. 2 Villages of Carmel Land Forest Meadows Phase I I Land 6184 Swisher Road Ryan Road at Roxbury Street Denton Zack D. Mason, Trustee of Mary L. Mason Children's Trust DW Carmel, LLC Comp No.3 Comp No.4 Church of Christ Land Teasley Trails Sale Subdivision Land 801 N. Loop 288 W/Lof Helm Lane, South of Bentoaks Drive Denton SRC Tea s I ey P K EST, LP Denton Denton lamp Properties, LLC North Texas State University Educational Foundation, Inc., et al Lennar Homes of Singing Oaks Church Texas Land and of Christ of Denton Tea s I ey Trails, LLC Grantee Per SF $1.25 Construction, Ltd. $1.66 $.62 Date ofSale 2/17/2016 3/18/2015 12/6/2013 12/11/2012 7/26/2013 Size (Acres) 19.844 44.910 42.980 32.030 48.070 Size (Square Feet) 864,408 1,956,280 1,872,200 1,395,239 2,093,943 Sale Price - $2,357,775 $2,300,000 $2,100,000 $1,201,750 Effective Sale Price Gently Sloping/None $2,357,775 $2,300,000 $2,100,000 $1,201,750 Unit Price Per SF $1.21 $1.23 $1.51 $.57 Property Rights Financing Condition of Sale Date of Sale(Annual Adjustment) 3% 3% 7% 10% 8% Adjusted Price Per SF $1.25 $1.32 $1.66 $.62 Location Denton -10% -10% -15% -10% Size 19.844 5% 5% Estimated Unit Value 5% Utilities Water & Electric -5% -5% 5% Shape Rectangular Topography/Flood Gently Sloping/None -10% -10% -10% Zoning/Use Potential NR-2/Residential -5% -5% -10% -5% Legal Encumbrances Power line & Pipeline -5% -5% -5% Entitlements None -20% -20% Total Adjustments -25% -50% -40% -30% Indicated Unit Value $.94 $.66 $1.00 $.43 Estimated Unit Value $90 The research in the market included property that has sold in addition to property listed for sale. Four land sales were selected for direct comparison and adjusted accordingly. Before adjustment for physical characteristics of each comparable are made, the sales are adjusted for real property rights conveyed, financing terms, condition of sale and time (market conditions). For this analysis, each sale is adjusted by 3% per year to allow for changing market conditions since the time of the transaction. rr Rayzor Investments, Ltd. Property 000140 Land Valuation—Tract 1 53 The above adjustments are applied to arrive at an adjusted price before the following adjustments: Land Sale 1 is considered superior with respect to location based on the site being located in a more developed sector of the City of Denton. A downward adjustment was made. Land Sale 1 is adjusted upward for its larger size. This upward adjustment is based on the inverse relationship expected between size and unit price. Land Sale 1 is considered superior with respect to topography based on the superior tree coverage on the site. A downward adjustment was made. Land Sale 1 is considered superior with regard to zoning based on the site having a zoning designation that allows for more dense development. A downward adjustment was made. In addition, Land Sale 1 is considered superior with respect to legal encumbrances based on the power line and pipeline traversing the subject property. A downward adjustment was made. Land Sale 2 is considered superior with respect to location based on the site being located in a more developed sector of the City of Denton. A downward adjustment was made. Land Sale 2 is adjusted upward for its larger size. This upward adjustment is based on the inverse relationship expected between size and unit price. Land Sale 2 has superior utility access and a downward adjustment was made. Land Sale 2 is considered superior with respect to topography based on the superior tree coverage on the site. A downward adjustment was made. Land Sale 2 is considered superior with regard to zoning based on the site having a zoning designation that allows for more dense development. A downward adjustment was made. Land Sale 2 is considered superior with respect to legal encumbrances based on the power line and pipeline traversing the subject property. A downward adjustment was made. In addition, Land Sale 2 is considered superior with respect to entitlements based on the site having a preliminary plat in place at the time of sale. A downward adjustment was made. Land Sale 3 is considered superior with respect to location based on the site being located in a more developed sector of the City of Denton and along a heavily traveled thoroughfare. A downward adjustment was made. Land Sale 3 has superior utility access and a downward adjustment was made. Land Sale 3 is considered superior with respect to topography based on the superior tree coverage on the site. A downward adjustment was made. In addition, Land Sale 3 is considered superior with respect to zoning based on a portion of the site being zoned for mixed use development. A downward adjustment was made. Land Sale 4 is considered superior with respect to location based on the site being located in a more developed sector of the City of Denton. A downward adjustment was made. Land Sale 4 is adjusted upward for its larger size. This upward adjustment is based on the inverse relationship expected between size and unit price. Land Sale 4 has inferior utility access and an upward adjustment was made. Land Sale 4 has superior trees compared to the subject; however, this aspect was offset by approximately 20% of the site being encumbered by floodplain. Therefore, no overall topography/flood adjustment was made. Land Sale 4 is considered superior with regard to zoning based on the site having a zoning designation that allows for more dense development. A downward adjustment was made. Land Sale 4 is considered superior with respect to legal encumbrances based on the power line and pipeline traversing the subject property. A downward adjustment was made. In addition, Land Sale 4 is considered superior with respect to entitlements based on the site having a preliminary plat in place at the time of sale. A downward adjustment was made. rr Rayzor Investments, Ltd. Property 141 Land Valuation—Tract 1 54 Other Sales Considered In addition to the sales previously presented, the appraisers have analyzed two additional sales that were not included in our analysis grid. Land Sale A — This land sale consists of 23.000 acres, or 1,001,792 square feet of land located at 2700 Mayhill Road in Denton. The site is zoned "RCR-1: Regional Center Residential 1" and "RD -5x: Rural Residential." Based on FEMA flood maps, approximately 10% of the site is located within the 100 -year floodplain (Zone A). The site has access to public water and electric and is heavily treed. The tract sold for $500,000, or $0.50 per square foot on February 26, 2014. This sale price was confirmed with the Denton County Appraisal District (DCAD). In addition, the transaction is conveyed in 2014-17157 of the Denton County public records. Land Sale B —This land sale consists of 25.060 acres, or 1,091,793 square feet of land located on the north and south sides of Paisley Street, east of Mack Drive in Denton. The site is zoned "NR -4: Neighborhood Residential." Based on FEMA flood maps, the site is located outside of the 100 -year floodplain. The site has access to all utilities and is heavily treed with undulating topography. The tract sold for $1,060,000, or $0.97 per square foot on May 16, 2013. This sale price was confirmed with the contract of sale. This transaction is conveyed in 2013-59309 of the Denton County public records. The buyer planned to build future phases of Maple Leaf subdivision. Zoning requires lots to be minimum of 7,000 square feet. Land Value Conclusion — Tract 1 Based on the preceding analysis and adjustments, the comparable sales provide a range of value indications from $0.43 to $1.00 per SF with an average of $0.76 per SF. The most weight was placed on Land Sale 1 based on the most recent transaction date and similar use. Secondary weight was placed on Land Sales 2 and 4 based on their similar use. Therefore, it is our opinion that the applicable unit value is $0.90 per SF for Tract 1. The discussion on the following page describes the valuation of the existing power line and pipeline easements. rr Rayzor Investments, Ltd. Property 000142 Land Valuation—Tract 1 55 Easement Valuation Matrix In addition to the fee simple valuation of the subject, consideration has also been given to the existing power line and pipeline easements that traverse near the western property line of Tract 1. The following chart (Right of Way Magazine, "The Valuation of Easements", Sherwood, November/December 2014) outlines a very basic analysis of typical easement encumbrances. It can be used as a generic guide to analyze the extent of ownership rights the fee owner loses as a result of the encumbrances brought about by potential types of easements. Percentage of Fee Comments Potential Types of Easements • Severe impact on surface use Overhead electric, flowage 90%-100% • Conveyance of future uses easements, railroad ROW, irrigation canals, exclusive access easements • Major impact on surface use Overhead electric, pipelines, 75%-89% • Conveyance of future uses drainage easements, railroad ROW, flowage easements • Some impact on surface use Pipelines, scenic easements 51%-74% . Conveyance of ingress/egress rights • Balanced use b both owner and Water or sewer lines, cable lines, 50% easement holder telecommunications • Location along a property line or Water or sewer line, cable lines 26%-49% location across non usable land area • Subsurface or air rights that have Air rights, water or sewer lines 11%-25% minimal effect on use and utility • Location within a setback 0%-10% • Nominal effect on use and utility Small subsurface easements Given that the existing overhead electric lines on the tract are high-voltage transmission lines and they encumber most of the surface uses, we estimate 99% encumbrance on the land area within the existing power line easement, leaving 1% interest to the underlying land owner. Given that the easement holder has subsurface rights for the pipeline easement and the landowner has use of the easement surface for landscaping, driveways, recreational, agricultural and other uses, but is unable to erect any permanent buildings or structure, we estimate 75% encumbrance on the land area within the existing pipeline, leaving 25% interest to the underlying land owner. rr Rayzor Investments, Ltd. Property 14 Land Valuation—Tract 1 56 This results in a concluded Tract 1 value as follows: Sales Comparison Analysis - Tract 1- Land Value per SF Adjusted Unit Value (per SF) Unit Value Ownership Interest Land Area Concluded Land Value Tract 1 Tract 1 - Existing Power Line Esmt. Tract 1 - Existing Pipeline Esmt. $0.90 /SF $0.90 /SF @ 1% $0.90 /SF @ 25% 864,408 SF 23,958 SF 19,471 SF $777,967 $216 $4,381 Total $782,564 rr Rayzor Investments, Ltd. Property 000144 Land Valuation—Tract 2 Land Valuation — Tract 2 To develop an opinion of the Tract 2's land value, as if vacant and available to be developed to its highest and best use, we utilize the sales comparison approach. Our search for comparable sales focused on transactions within the following parameters: • Location: City of Denton • Size:10 to 60 Acres (435,600 Square Feet to 2,613,600 Square Feet) • Use: Mixed Use and Residential • Transaction Date: December 2012 to Present For this analysis, we use price per SF as the appropriate unit of comparison because market participants typically compare sale prices and property values on this basis. The most relevant sales for Tract 2 are summarized in the following pages. 57 rr Rayzor Investments, Ltd. Property °14 Land Valuation—Tract 2 Sales Comparison Approach — Land Whole Property — Tract 2 Land Sale 5: McKinney Street Land 2700 E. McKinney Street, Denton, Texas 76209 58 Sale (Deed) Date 1/10/13 Recording Doc 2013-4364 Zoning NRMU & NRMU-12 Highest and Best Use Mixed Use Utilities All to Site Flood Plain None Land Size (SF) 497,063 Land Size (Acres) 11.411 Effective Sa I e Price $ 650,000 Sale Price per SF $1.31 Sale Price per Acre $56,963 Latitude & Longitude 33.213473, -97.100769 Grantor (Seller): Joan Cohagen,Trustee of theJoan Cohagen Living Trust, et al Grantee (Buyer): BL Denton Land 1, LLC Verified With: Chris Rosprim, Listing Broker Legal Description/Tax ID: 11.411 acres of land situated in the M. Yoachum Survey, Abstract No. 1442, City of Denton, Denton County, Texas Site purchased for the construction of apartment buildings. The Majestic on McKinney apartments were built in 2015. rr Rayzor Investments, Ltd. Property 146 Land Valuation —Tract 2 59 Comparable Land Sales Map —Tract 2 rr Rayzor Investments, Ltd. Property 000147 Land Valuation—Tract 2 Analysis and Adjustment of Sales — Tract 2 The sales are compared to the subject and adjusted to account for material differences that affect value. Adjustments are made as shown below. Valuation Grid - Tract 2, Rayzor Investments, Ltd. Property Comparable Sales $1.25 Texas Land and Construction, Ltd. Christof Denton Subject Comp No. 1 Comp No. 2 Comp No.3 Comp No.5 12/11/2012 Rayzor Investments, Ltd. Villages of Carmel Forest Meadows Church of Christ Land McKinney Street Property Name Property Land Phase II Land Sale Land 1,395,239 East Line of N. Bonnie Brae 6184 Swisher Road Ryan Road at 801 N. Loop 288 2700 E. McKinney Address Street, South of Riney Road Price Adjustment Roxbury Street $0 Street City Denton Denton Denton Denton Denton $2,100,000 $1,201,750 Zack D. Mason, Jamp Properties, LLC North Texas State Joan Cohagen, $1.51 $2.42 Trustee of Mary L. None University Educational Trustee ofthe Joan Mason Children's Foundation, Inc., et al Cohagen Living Grantor -20% Trust Trust, et al DW Carmel, LLC Lennar Homes of Singing Oaks Church of BLDenton Land 1, Grantee - $1.25 Texas Land and Construction, Ltd. Christof Denton LLC DateofSale 2/17/2016 3/18/2015 12/6/2013 12/11/2012 1/10/2013 Size (Acres) 31.460 44.910 42.980 32.030 11.411 Size (Square Feet) 1,370,405 1,956,280 1,872,200 1,395,239 497,063 Sale Price - $2,357,775 $2,300,000 $2,100,000 $1,201,750 Price Adjustment Gently Sloping/None $0 $0 $0 $0 Effective Sale Price NRMU-12/Mixed Use $2,357,775 $2,300,000 $2,100,000 $1,201,750 Unit Price Per SF $1.21 $1.23 $1.51 $2.42 Property Rights None -20% Financing 0% -25% -10% -20% Condition of Sale Date of Sale (Annual Adjustment) 3% 3% 7% 10% 9% Adjusted Price Per SF $1.25 $1.32 $1.66 $2.64 Location Denton -10% -10% -15% -10% Size 31.460 acres -10% Utilities Water & Electric -5% -5% Shape Rectangular Topography/Flood Gently Sloping/None Zoning/Use Potential NRMU-12/Mixed Use 10% 10% 5% Legal Encumbrances Power line 5% Entitlements None -20% Total Adjustments 0% -25% -10% -20% Indicated Unit Value $1.25 $.99 $1.49 $2.11 Estimated Unit Value $1.50 The research in the market included property that has sold in addition to property listed for sale. Four land sales were selected for direct comparison and adjusted accordingly. Before adjustment for physical characteristics of each comparable are made, the sales are adjusted for real property rights conveyed, financing terms, condition of sale and time (market conditions). For this analysis, each sale is adjusted by 3% per year to allow for changing market conditions since the time of the transaction. The above adjustments are applied to arrive at an adjusted price before the following adjustments: rr Rayzor Investments, Ltd. Property 000148 Land Valuation—Tract 2 61 Land Sale 1 is considered superior with respect to location based on the site being located in a more developed sector of the City of Denton. A downward adjustment was made. In addition, Land Sale 1 is considered inferior with respect to zoning due to the site being zoned for residential use. An upward adjustment was made. Land Sale 2 is considered superior with respect to location based on the site being located in a more developed sector of the City of Denton. A downward adjustment was made. Land Sale 2 has superior utility access and a downward adjustment was made. Land Sale 2 is considered inferior with respect to zoning due to the site being zoned for residential use. An upward adjustment was made. In addition, Land Sale 2 is considered superior with respect to entitlements based on the site having a preliminary plat in place at the time of sale. A downward adjustment was made. Land Sale 3 is considered superior with respect to location based on the site being located in a more developed sector of the City of Denton and along a heavily traveled thoroughfare. A downward adjustment was made. Land Sale 3 has superior utility access and a downward adjustment was made. Land Sale 3 is considered inferior with respect to zoning due to the site being zoned for residential use. An upward adjustment was made. In addition, Land Sale 3 is considered inferior with respect to legal encumbrances based on the power line bisecting the site. An upward adjustment was made. Land Sale 5 is considered superior with respect to location based on the site being located in a more developed sector of the City of Denton. A downward adjustment was made. In addition, Land Sale 5 is adjusted downward for its smaller size. This downward adjustment is based on the inverse relationship expected between size and unit price. Land Value Conclusion — Tract 2 Based on the preceding analysis and adjustments, the comparable sales provide a range of value indications from $0.99 to $2.11 per SF with an average of $1.46 per SF. Similar weight was placed on the four sales analyzed. Therefore, it is our opinion that the applicable unit value is $1.50 per SF for Tract 2. Reference is made to the Easement Valuation Matrix presented previously (page 50) for the valuation of the existing power line easement. As noted previously, given that the existing overhead electric lines on the tract are high-voltage transmission lines and they encumber most of the surface uses, we estimate 99% encumbrance on the land area within the existing power line easement. This leaves 1% interest to the underlying land owner. rr Rayzor Investments, Ltd. Property 000149 Land Valuation —Tract 2 62 This results in a concluded Tract 2 value as follows: Sales Comparison Analysis -Tract 2 -Land Value per SF Adjusted Unit Value (per SF) Unit Value Ownership Interest Land Area Concluded Land Value Tract 2 $1.50 /SF 1,370,405 SF $2,055,608 Tract 2 - Existing Power Line Esrnt. $1.50 / SF @ 1% 20,902 SF $314 Total $1,713,267 Land Value Conclusion — Whole Property Sales Comparison Analysis - Whole Property - Land Value per SF Unit Value Land Area Concluded Land Value Tract 1 $0.90 /SF 864,408 SF $777,967 Tract 2 $1.50 /SF 1,370,405 SF $2,055,608 Tract 1 - Existing Power Line Esrnt. $0.90 /SF @ 1% 23,958 SF $216 Tract 1 - Existing Pipeline Esrnt. $0.90 /SF @ 25% 19,471 SF $4,381 Tract 2 - Existing Power Line Esrnt. $1.50 /SF @ 1% 20,902 SF $314 Total $2,838,486 rr Rayzor Investments, Ltd. Property 000 Conclusion of Value —Whole Property 63 Conclusion of Value — Whole Property Reconciliation involves the analysis of alternative value indications to determine a final value conclusion. The appraisal of real estate typically employs three traditional valuation methods: the Sales Comparison Approach, the Cost Approach, and the Income Approach. The values indicated by the applicable approaches are as follows: Value Indications -Whole Property Cost Approach $0 Sales Comparison Approach (Land Only) $2,838,486 Income Capitalization Approach $0 Based on the analyses and conclusions in the accompanying report, and subject to the definitions, assumptions, and limiting conditions expressed herein, it is our opinion that the market value as of February 17, 2016, which is appraised as vacant land, is: Concluded Value - Whole Property Improvements (Allocated) $0 La nd $2,838,486 Ground Lease Total $0 Reconciled Value - Whole Property $2,838,486 Exposure Time — Whole Property Exposure time is the length of time the subject property would have been exposed for sale in the market had it sold on the effective valuation date at the concluded market value. Exposure time is always presumed to precede the effective date of the appraisal. Based on our review of recent sales transactions for similar properties and our analysis of supply and demand in the local market, it is our opinion that the probable exposure time for the subject at the concluded market value for the whole property before the acquisition stated previously is about 12 months. rr Rayzor Investments, Ltd. Property 000 1 c-1 1 Part to Be Acquired 64 The part to be acquired may be valued in two different manners in Texas. If the part to be acquired can be considered an individual economic entity, then it is valued as a separate parcel. Thus, this may require that all three approaches to value and possibly, a whole new set of market data be considered, which would be more comparable to the part acquired, than just the reuse of the market data utilized in the whole property valuation. On the other hand, if the part acquired cannot be considered an individual economic entity, then its value contribution to the entire parcel is used. In this case, the value of the part to be acquired would not be independent and the part to be acquired represents the prorated value from the whole property. The value of the remainder before the acquisition is found by subtracting the value of the part to be acquired from the value of the whole property. The remaining property before the acquisition is sometimes referred to as the "residual." Property Description — Part to Be Acquired Survey maps provided by the client indicate that the part to be acquired includes the following land areas: Part Acquired Square Feet Acres Es mt. 1 Es mt. 2 Tract 1 - Es mt. 1 - Existing Power Line Es mt. Tra ct 1 - Es mt. 1 - Exi sti ng Pi pel i ne Es mt. Tract 2 - Es mt. 2 - Existi ng Power Line Es mt. 38,114 0.875 50,521 1.160 11,979 0.275 17,772 0.408 8,712 0.200 Total Part Acquired in Easement 127,098 2.918 The client has proposed to acquire two separate electric easements. Proposed easement 1 consists of 1.558 acres, or 67,865 square feet. Based on estimations made by the appraisers, approximately 0.275 acres, or 11,979 square feet of this proposed easement lies within an existing power line easement. In addition, approximately 0.408 acres, or 17,772 square feet lies within an existing pipeline easement. Therefore, approximately 0.875 acres, or 38,114 square feet of the proposed easement lies outside of the existing easements. Proposed easement 2 consists of 1.360 acres, or 59,233 square feet. Based on estimations made by the appraisers, approximately 0.200 acres, or 8,712 square feet of this proposed easement lies within an existing power line easement. Therefore, approximately 1.160 acres, or 50,521 square feet of the proposed easement lies outside of the existing easements. rr Rayzor Investments, Ltd. Property 000 1 512 Part to Be Acquired 65 The project/survey map and legal description of the part to be acquired are presented in the addenda of this report. A map of the proposed acquisition area prepared by the appraiser and based on an aerial overlay of the documents provided by the client is shown below. Aerial Overlay— Part to Be Acquired rr Rayzor Investments, Ltd. Property 0005,a Part to Be Acquired 66 Highest and Best Use — Part to be Acquired While smaller than the whole site, there is no market evidence that would suggest a unit value of a parcel smaller than the whole subject could command a higher unit value than its contribution to the whole. Due to the size and shape of the partial acquisition, the parcel would not stand alone as a separate economic unit. Thus, it would have the same unit value as the whole property. Therefore, its highest and best use is to serve as part of the whole site. Land Value — Part to be Acquired It is the appraisers' opinion that the comparable land sales used to estimate the market value for the subject property whole land would be applicable to the part to be acquired. The table below details the land value in the part acquired along with any partial encumbrances: Land Value - Part to be Acquired Total Land Value - Part to be Acquired 5113.179 Reference is made to the easement discussion provided previously (Page 55) that describes the valuation of the new encumbrances that are listed in the above table. rr Rayzor Investments, Ltd. Property 000 1 514 Size of Ownership Interestto be Unrounded Land Area Acquisition Unit Value Interest Acquired Value Reconciled Esmt. 1 38,114 SF @ $0.90 / SF @ 99% $33,959.57 $33,960 Esmt. 2 50,521 SF @ $1.50 / SF @ 99% $75,023.69 $75,024 Tractl- Esmt.I-Existing Power LineEsmt. 11,979 SF @ $0.90 / SF @ 1% @ 99% $106.73 $107 Tractl-Esmt.I-Existing PipelineEsmt. 17,772 SF @ $0.90 / SF @ 25% @ 99% $3,958.71 $3,959 Tractl-Esmt.2-Existing Power LineEsmt. 8.712 SF (CD 51.50 / SF (CD 1% (CD 99% 5129.37 5129 Total Land Value - Part to be Acquired 5113.179 Reference is made to the easement discussion provided previously (Page 55) that describes the valuation of the new encumbrances that are listed in the above table. rr Rayzor Investments, Ltd. Property 000 1 514 Remainder Before The value of the remainder before the acquisition is found by subtracting the value of the part to be acquired from the value of the whole property. The remaining property before the acquisition is sometimes referred to as the "residue." 67 When the total estimated value of the part to be acquired is deducted from the estimated value of the whole property, a residual value or Remainder Before value is indicated as follows: Whole Property Value $2,838,486 Less: Part To Be Acquired $113,179 Equals: Remainder Before Value $2,725,307 The following chart provides a breakdown of the remainder before components: Summary of the Remainder Before the Acquisition Tract 1 826,294 SF @ $0.90 / SF $743,665 Esmt. 1 38,114 SF @ $0.90 / SF @ 1% $343 Tract 1,319,884 SF @ $1.50 / SF $1,979,826 Esmt. 2 50,521 SF @ $1.50 / SF @ 1% $758 Tract 1 - Existing Power Line Esmt. 11,979 SF @ $0.90 / SF @ 1% $108 Tract 1- Esmt. 1- Existing Power Line Esmt. 11,979 SF @ $0.90 / SF @ 1% @ 1% $1 Tract 1 - Existing Pipeline Esmt. 1,699 SF @ $0.90 / SF @ 25% $382 Tract 1 - Esmt. 1 - Existing Pipeline Esmt. 17,772 SF @ $0.90 / SF @ 25% @ 1% $40 Tract 2 - Existing Power Line Esmt. 12,190 SF @ $1.50 / SF @ 1% $183 Tract 2- Esmt. 2 -Existing Power Line Esmt. 8,712 SF @ $1.50 / SF @ 1% @ 1% $1 Land Value in Remainder Before $2,725,307 Total Value of Remainder Before $2,725,307 rr Rayzor Investments, Ltd. Property 155 Remainder After Analysis 68 r The value of the remainder after the acquisition is an estimate of the market value taking into consideration the effect that the proposed easement or right-of-way will have on the remainder. This valuation is based upon a new site analysis, highest and best use analysis, as well as the consideration of the three approaches to value. Damages or benefits to the remainder are found by subtracting the value of the remainder after the acquisition from the value of the remainder before the acquisition. If positive, damages exist. Likewise, if the figure is negative, benefits are present (enhancement). The State of Texas through legislative prescription and case law provide some direction with regard to the estimation of damages specific to a remainder property. Property Description — Remainder After The size of the remainder property is calculated as the whole property less any fee simple acquisitions. Based on this calculation the remainder contains 52.781 acres, or 2,299,144 square feet. The land areas in the remainder are indicated as follows: Remainder Property Square Feet Acres Tract 1 826,294 18.969 Esmt. 1 38,114 0.875 Tract 2 1,319,884 30.300 Es mt. 2 50,521 1.160 Tract 1 - Existing Power Line Esmt. 11,979 0.275 Tract 1 - Esmt. 1 - Existing Power Line Esmt. 11,979 0.275 Tract 1 - Exi sti ng Pi pel i ne Es mt. 1,699 0.039 Tract 1 - Esmt. 1 - Existing Pipeline Esmt. 17,772 0.408 Tract 2 - Existi ng Power Li n Esmt. 12,190 0.280 Tract 2 - Esmt. 2 - Existi ng Power Li n Esmt. 8,712 0.200 Total Remainder Property 2,299,144 52.781 The remainder tracts will be very similar to the whole property before the acquisition, as illustrated on the following page. After the acquisition, the subject tracts will be rectangular in shape. rr Rayzor Investments, Ltd. Property 000°1 Tract l Tract 2 Proposed Electric Easement (Esmt. 1 and Esmt. 2) — — Existing l5" Power Line Easement Existina 20' Pivehne Easement Highest and Best Use — Remainder After Highest and Best Use — Remainder After 70 The highest and best use of the remainder after the acquisition is the same as that of the remainder with the part to be acquired. After the acquisition, the remainder tracts will be similar to the whole property, except that both tracts will contain a new electric easement. The proposed acquisition does not impact the functional utility of the site. Because there is no impact to the functional utility of the site, we conclude that the highest and best use of the remainder after the acquisition is the same as that of the whole property. No damages to the remainder result from the proposed acquisition. rr Rayzor Investments, Ltd. Property 000°1 Land Valuation — Remainder After Land Valuation — Remainder After 71 The land sales presented for analysis of the whole property land would be applicable to the remainder property land. In addition, the adjustments for the whole property land are similar to the remainder property land. For a recompilation of information, reference is made to the sale data sheets and explanation of adjustments presented in Section 3. The comparables' adjusted prices range from $0.43 to $1.00 per SF with an average of $0.76 per SF for Tract 1. The most weight was placed on Land Sale 1 based on the most recent transaction date and similar use. Secondary weight was placed on Land Sales 2 and 4 based on their similar use. Therefore, the appraisers have concluded a unit value of $0.90 per SF for Tract 1. The comparables' adjusted prices range from $0.99 to $2.11 per SF with an average of $1.46 per SF for Tract 2. Similar weight was placed on the four sales analyzed. Therefore, the appraisers have concluded a unit value of $1.50 per SF for Tract 2. This indicates a remainder value of: Sales Comparison Analysis Remainder After- Land Value per SF Adjusted Unit Value (per SF) $.90 Unit Value 1st Interest 2nd Interest Land Area Concluded Land Value Tract 1 $0.90 / SF 826,294 SF $743,665 Esmt. 1 $0.90 / SF @ 1% 38,114 SF $343 Tract 2 $1.50 / SF 1,319,884 SF $1,979,826 Esmt. 2 $1.50 / SF @ 1% 50,521 SF $758 Tract 1 - Existing Power Line Esmt. $0.90 / SF @ 1% 11,979 SF $108 Tract 1 - Esmt. 1 - Existing Power Line Esmt. $0.90 /SF @ 1% @ 1% 11,979 SF $1 Tract 1 - Existing Pipeline Esmt. $0.90 / SF @ 25% 1,699 SF $382 Tract 1 - Esmt. 1 - Existing Pipeline Esmt. $0.90 / SF @ 25% @ 1% 17,772 SF $40 Tract 2 - Existing Power Line Esmt. $1.50 / SF @ 1% 12,190 SF $183 Tract 2 - Esmt. 2 - Existing Power Line Esmt. $1.50 /SF @ 1% @ 1% 8,712 SF $1 Total $2,725,307 rr Rayzor Investments, Ltd. Property 000 Conclusion of Value — Remainder After Conclusion of Value — Remainder After Reconciliation involves the analysis of alternative value indications to determine a final value conclusion. The values indicated by the applicable approaches are as follows: Cost Approach $0 Sales Comparison Approach (Land Only) $2,725,307 Income Capitalization Approach $0 72 rr Rayzor Investments, Ltd. Property 000°)60 Conclusion of Value — Remainder After 73 • • •i a]• ' • The previous data has been considered for an indication of permanent damages or enhancements to the subject property. Typically, enhancements to the Remainder After property are applied to off -set damages to the Remainder After property. However, enhancements do not off -set compensation for the Part to be Acquired. No permanent damages are anticipated after the acquisition. Based on the analysis and conclusions in this report, and subject to the definitions, assumptions, and limiting conditions expressed herein, it is our opinion that the compensation for the acquisition of the herein described property as of February 17, 2016, is calculated as follows: Determination of Compensation Whole Property Value $2,838,486 Part To Be Acquired $113,179 Remainder Before the Acquisition $2,725,307 Remainder After the Acquisition $2,725,307 Damages (or Enhancements) $0 Total Compensation $113,179 The appraisal and compensation estimate are also subject to the following: Extraordinary Assumptions and Hypothetical Conditions The value conclusions are subject to the following extraordinary assumptions that may affect the assignment results. An extraordinary assumption is uncertain information accepted as fact. If the assumption is found to be false as of the effective date of the appraisal, we reserve the right to modify our val ue conclusions. 1. Because of the numerous mathematical calculations that are inherent for partial acquisition valuations, very little rounding of value estimates is made in this report. Value estimates are not exact, but opinions of a pproxi mate va I ue only. 2. The information pertaining to the subject property is based on public documents and records along with data from commercial data providers. It is asumedthat the aerial maps a nd s ubj ect data is reasonably accurate. 3. The sizes utilized for the existing easements traversi ng the property along with the portion of these easements located within the proposed easements are based on estimates made by the appraisers. These estimates are considered to be accurate for the purposes of our assignment. The value conclusions are based on the following hypothetical conditions that may affect the assignment results. A hypothetical condition is a condition contrary to a fact known by the appraiser on the effective date of the appraisal but is supposed for the purpose of analysis, relating to a specific assignment. 1. The appraisal of a remainder property assumes that the proposed public or private improvements are comp) ete a s of the effective date of va I ua ti on. rr Rayzor Investments, Ltd. Property 161 Certification We certify that, to the best of our knowledge and belief: 1. The statements of fact contained in this report are true and correct. 2. The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions, and are our personal, impartial, and unbiased professional analyses, opinions, and conclusions. 3. We have no present or prospective interest in the property that is the subject of this report and no personal interest with respect to the parties involved. 74 4. We have no bias with respect to the property that is the subject of this report or to the parties involved with this assignment. 5. Our engagement in this assignment was not contingent upon developing or reporting predetermined results. 6. Our compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal. 7. Our analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the Uniform Standards of Professional Appraisal Practice as well as applicable state appraisal regulations. 8. The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute. 9. The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. 10. We have not relied on unsupported conclusions relating to characteristics such as race, color, religion, national origin, gender, marital status, familial status, age, receipt of public assistance income, handicap, or an unsupported conclusion that homogeneity of such characteristics is necessary to maximize value. 11. It is our opinion that the subject does not include any enhancement in value as a result of any natural, cultural, recreational or scientific influences retrospective or prospective. 12. We have experience in appraising properties similar to the subject and are in compliance with the Competency Rule of USPAP. 13. We have previously appraised a portion of the property (Tract 2) that is the subject of this report for another client within the three-year period immediately preceding acceptance of this assignment. rr Rayzor Investments, Ltd. Property 16 Certification 75 14. Gregory B. Cook, SR/WA, made a personal inspection of the property that is the subject of this report. Allison Whitehead, RWA, has also personally inspected the subject. 15. No one provided significant real property appraisal assistance to the person(s) signing this certification. 16. As of the date of this report, Gregory B. Cook, SR/WA, has completed the Standards and Ethics Education Requirements for Candidates of the Appraisal Institute. Gregory B. Cook, SR/WA Senior Managing Director TX -1329987-G Allison Whitehead, RWA Senior Analyst TX -1380451-G rr Rayzor Investments, Ltd. Property 000163 Assumptions and Limiting Conditions • •'! • "! • This appraisal and any other work product related to this engagement are limited by the following standard assumptions, except as otherwise noted in the report: 1. The title is marketable and free and clear of all liens, encumbrances, encroachments, easements and restrictions. The property is under responsible ownership and competent management and is available for its highest and best use. 76 2. There are no existing judgments or pending or threatened litigation that could affect the value of the property. 3. There are no hidden or undisclosed conditions of the land or of the improvements that would render the property more or less valuable. Furthermore, there is no asbestos in the property. 4. The property is in compliance with all applicable building, environmental, zoning, and other federal, state and local laws, regulations and codes. 5. The information furnished by others is believed to be reliable, but no warranty is given for its accuracy. This appraisal and is subject to the following limiting conditions, except as otherwise noted in the report: 1. An appraisal is inherently subjective and represents our opinion as to the value of the property appraised. 2. The conclusions stated in our appraisal apply only as of the effective date of the appraisal, and no representation is made as to the effect of subsequent events. 3. No changes in any federal, state or local laws, regulations or codes (including, without limitation, the Internal Revenue Code) are anticipated. 4. No environmental impact studies were either requested or made in conjunction with this appraisal, and we reserve the right to revise or rescind any of the value opinions based upon any subsequent environmental impact studies. If any environmental impact statement is required by law, the appraisal assumes that such statement will be favorable and will be approved by the appropriate regulatory bodies. 5. Unless otherwise agreed to in writing, we are not required to give testimony, respond to any subpoena or attend any court, governmental or other hearing with reference to the property without compensation relative to such additional employment. 6. We have made no survey of the property and assume no responsibility in connection with such matters. Any sketch or survey of the property included in this report is for illustrative purposes only and should not be considered to be scaled accurately for size. The appraisal covers the property as described in this report, and the areas and dimensions set forth are assumed to be correct. rr Rayzor Investments, Ltd. Property 000164 Assumptions and Limiting Conditions 77 No opinion is expressed as to the value of subsurface oil, gas or mineral rights, if any, and we have assumed that the property is not subject to surface entry for the exploration or removal of such materials, unless otherwise noted in our appraisal. 8. We accept no responsibility for considerations requiring expertise in other fields. Such considerations include, but are not limited to, legal descriptions and other legal matters such as legal title, geologic considerations such as soils and seismic stability; and civil, mechanical, electrical, structural and other engineering and environmental matters. Such considerations may also include determinations of compliance with zoning and other federal, state, and local laws, regulations and codes. The distribution of the total valuation in the report between land and improvements applies only under the reported highest and best use of the property. The allocations of value for land and improvements must not be used in conjunction with any other appraisal and are invalid if so used. The appraisal report shall be considered only in its entirety. No part of the appraisal report shall be utilized separately or out of context. 10. Neither all nor any part of the contents of this report (especially any conclusions as to value, the identity of the appraisers, or any reference to the Appraisal Institute) shall be disseminated through advertising media, public relations media, news media or any other means of communication (including without limitation prospectuses, private offering memoranda and other offering material provided to prospective investors) without the prior written consent of the persons signing the report. 11. Information, estimates and opinions contained in the report and obtained from third -party sources are assumed to be reliable and have not been independently verified. 12. Any income and expense estimates contained in the appraisal report are used only for the purpose of estimating value and do not constitute predictions of future operating results. 13. If the property is subject to one or more leases, any estimate of residual value contained in the appraisal may be particularly affected by significant changes in the condition of the economy, of the real estate industry, or of the appraised property at the time these leases expire or otherwise terminate. 14. Unless otherwise stated in the report, no consideration has been given to personal property located on the premises or to the cost of moving or relocating such personal property; only the real property has been considered. 15. The current purchasing power of the dollar is the basis for the values stated in the appraisal; we have assumed that no extreme fluctuations in economic cycles will occur. 16. The values found herein is subject to these and to any other assumptions or conditions set forth in the body of this report but which may have been omitted from this list of Assumptions and Limiting Conditions. 17. The analyses contained in the report necessarily incorporate numerous estimates and assumptions regarding property performance, general and local business and economic conditions, the absence of material changes in the competitive environment and other matters. Some estimates or assumptions, however, inevitably will not materialize, and unanticipated events and circumstances may occur; therefore, actual results achieved during rr Rayzor Investments, Ltd. Property 000 °16'51 Assumptions and Limiting Conditions the period covered by our analysis will vary from our estimates, and the variations may be material. 78 18. The Americans with Disabilities Act (ADA) became effective January 26, 1992. We have not made a specific survey or analysis of the property to determine whether the physical aspects of the improvements meet the ADA accessibility guidelines. We claim no expertise in ADA issues, and render no opinion regarding compliance of the subject with ADA regulations. Inasmuch as compliance matches each owner's financial ability with the cost to cure the non- conforming physical characteristics of a property, a specific study of both the owner's financial ability and the cost to cure any deficiencies would be needed for the Department of Justice to determine compliance. 19. The appraisal report is prepared for the exclusive benefit of the Client, its subsidiaries and/or affiliates. It may not be used or relied upon by any other party. All parties who use or rely upon any information in the report without our written consent do so at their own risk. 20. Unless otherwise stated in the report, no studies have been provided to us indicating the presence or absence of hazardous materials on the subject property or in the improvements, and our valuation is predicated upon the assumption that the subject property is free and clear of any environment hazards including, without limitation, hazardous wastes, toxic substances and mold. No representations or warranties are made regarding the environmental condition of the subject property. Integra Realty Resources — DFW, Integra Realty Resources, Inc., Integra Strategic Ventures, Inc. and/or any of their respective officers, owners, managers, directors, agents, subcontractors or employees (the "Integra Parties"), shall not be responsible for any such environmental conditions that do exist or for any engineering or testing that might be required to discover whether such conditions exist. Because we are not experts in the field of environmental conditions, the appraisal report cannot be considered as an environmental assessment of the subject property. 21. The persons signing the report may have reviewed available flood maps and may have noted in the appraisal report whether the subject property is located in an identified Special Flood Hazard Area. We are not qualified to detect such areas and therefore do not guarantee such determinations. The presence of flood plain areas and/or wetlands may affect the value of the property, and the value conclusion is predicated on the assumption that wetlands are non- existent or minimal. 22. Integra Realty Resources — DFW is not a building or environmental inspector. Integra DFW does not guarantee that the subject property is free of defects or environmental problems. Mold may be present in the subject property and a professional inspection is recommended. 23. The appraisal report and value conclusions for an appraisal assume the satisfactory completion of construction, curative measures, repairs or alterations in a workmanlike manner. 24. If condemnation proceedings become necessary, this appraiser must be engaged or notified to proceed in writing in order to testify to an updated opinion reflecting the value of the whole property, the part to be acquired, the value of the entire remainder prior to the acquisition and the value of the entire remainder after the acquisition, reflecting any change in the size or rr Rayzor Investments, Ltd. Property 000166 Assumptions and Limiting Conditions character of the land and/or changes in number and/or conditions of the improvements located thereon. 79 25. The conclusions of this report are estimates based on known current trends and reasonably foreseeable future occurrences. These estimates are based partly on property information, data obtained in public records, interviews, existing trends, buyer -seller decision criteria in the current market, and research conducted by third parties, and such data are not always completely reliable. The Integra Parties are not responsible for these and other future occurrences that could not have reasonably been foreseen on the effective date of this assignment. Furthermore, it is inevitable that some assumptions will not materialize and that unanticipated events may occur that will likely affect actual performance. While we are of the opinion that our findings are reasonable based on current market conditions, we do not represent that these estimates will actually be achieved, as they are subject to considerable risk and uncertainty. Moreover, we assume competent and effective management and marketing for the duration of the projected holding period of this property. 26. All prospective value opinions presented in this report are estimates and forecasts which are prospective in nature and are subject to considerable risk and uncertainty. In addition to the contingencies noted in the preceding paragraph, several events may occur that could substantially alter the outcome of our estimates such as, but not limited to changes in the economy, interest rates, and capitalization rates, behavior of consumers, investors and lenders, fire and other physical destruction, changes in title or conveyances of easements and deed restrictions, etc. It is assumed that conditions reasonably foreseeable at the present time are consistent or similar with the future. 27. The appraisal is also subject to the Extraordinary Assumptions and Hypothetical Conditions described in the body of the report. rr Rayzor Investments, Ltd. Property 000167 Addenda Addendum A Appraiser Qualifications MC rr Rayzor Investments, Ltd. Property 000168 Senior Managing Director for the Fort Worth office of Integra Realty Resources DFW, LLC, a full service real estate consulting and valuation firm. Mr. Cook has been an appraiser of all types of real property since January 1995 including, but not limited to, shopping centers, apartment complexes, industrial facilities, automobile race track, raw and developed land, office complexes, cemeteries, and mixed use developments. Mr. Cook has testified in a number of Special Commissioner's hearings as an expert on real estate value. Mr. Cook was employed as a staff appraiser for Sherwood & Associates upon graduation from Texas A&M University. He then became employed by Appraisal Data Services, Inc. upon the merger of Sherwood & Associates and Loughry Appraisal Co., Inc. in 1996. Later, Appraisal Data Services merged with Lambis Consulting to form Integra Realty Resources DFW. .; - FT75 Mi. IMUM-TIF-AM International Right -of -Way Appraisal Institute - Candidate for Designation Leadership Advisory Council formerly the Young Advisory, Council of the Appraisal Institute Society of Texas A&M Real Estate Professionals Texas A&M Letterman Chapter 36 IRWA President 2010-2011 Chapter 36 IRWA Vice President 2009 Chapter 36 IRWA Education Co -Chair, Region 2, IRWA 2008 Chapter 36 IRWA Treasurer 2008 Chapter 36 IRWA Secretary 2007 Chapter 36 IRWA Professional of the Year Award 2007 Agent Region 11 2010 Fort Worth Business Press Award 40 Under 40 Honoree 2009 Chapter 36 IRWA Director 2011 Designated Senior Right -of -Way Agent (SR/WA) Licenses Oklahoma, Certified General Real Estate Appraiser, 12946CGA, Expires March 2018 Texas, Certified General Real Estate Appraiser, TX -1329987-G, Expires March 2017 Education Master of Agriculture, Specializing in Land Economics & Real Estate, Texas A&M University, College Station, Texas 1994 Bachelor of Science Texas A&M University, College Station, Texas 1993 Successfully completed numerous real estate related courses and seminars sponsored by the Appraisal Institute, the International Right -of -Way Association, and others. Integra Realty Resources DFW 930 West First Street Suite 400 Fort Worth, TX 76102 T 817.332.' 522 F 817.336.621 irr.com T In Ms. Whitehead is a Senior Analyst for the Fort Worth office of Integra Realty Resources DFW, LLC, a full service real estate consulting and appraisal firm. Ms. Whitehead joined IRR, DFW as an intern in May 2009 and accepted an analyst position upon graduating with her graduate degree from Texas A&M University in December 2010. Ms. Whitehead has assisted in valuation and consulting services on various property types working extensively on eminent domain assignments. FM- FT75 Mi. M International Right of Way Association, Member Fort Worth Chamber of Commerce Greater Fort Worth Real Estate Council (GFWREC), Young Leaders Council Society of Texas A&M Real Estate Professionals, Member (STAMREP) The Junior League of Fort Worth Appraisal Institute, Central Texas Chapter Licenses Texas, General Real Estate Appraiser, TX 1380451 G, Expires June 2017 Education Bachelor of Business Administration in Marketing Texas A&M University, College Station, Texas 2008 Master of Real Estate Texas A&M University, College Station, Texas 2010 Master's Degree Coursework • Real Property Valuation • Real Property Finance and Analysis • Financing Real Estate Investments • Commercial Real Estate Law • Real Estate Development Analysis • Real Property GIS Applications • Land Economics • Analysis of Money and Capital Markets • Negotiations Additional Appraisal Institute Courses • Standards of Professional Appraisal Practice (USPAP) • General Appraiser Site Valuation and Cost Approach Integra Realty Resources DFW 930 West First Street Suite 400 Fort Worth TX 76102 T 817-332 522 F 817-336-1621 irr.com 000111,710 Addenda INTEGRA REALTY RESOURCES, INC. CORPORATE PROFILE 83 Integra Realty Resources, Inc. offers the most comprehensive property valuation and counseling coverage in North America with over 60 independently owned and operated offices located throughout the United States and the Caribbean. Integra was created for the purpose of combining the intimate knowledge of well- established local firms with the powerful resources and capabilities of a national company. Integra offers integrated technology, national data and information systems, as well as standardized valuation models and report formats for ease of client review and analysis. Integra's local offices have an average of 25 years of service in the local market, and virtually all are headed by a Senior Managing Director who is an MAI member of the Appraisal Institute. A listing of IRR's local offices and their Senior Managing Directors follows: ATLANTA, GA - Sherry L. Watkins., MAI, FRICS AUSTIN, TX - Randy A. Williams, MAI, SR/WA, FRICS BALTIMORE, MD - G. Edward Kerr, MAI, MRICS BIRMINGHAM, AL - Rusty Rich, MAI, MRICS BOISE, ID - Bradford T. Knipe, MAI, ARA, CCIM, CRE, FRICS BOSTON, MA - David L. Cary, Jr., MAI, MRICS CHARLESTON, SC- Cleveland 'Bud" Wright Jr., MAI CHARLOTTE, NC- Fitzhugh L. Stout MAI, CRE, FRICS CHICAGO, IL - Eric L. Enloe, MAI, FRICS CINCINNATI, OH - Gary S. Wright MAI, FRICS, SRA CLEVELAND, OH - Douglas P. Sloan, MAI COLUMBIA, SC - Michael B. Dodds, MAI, CCIM COLUMBUS, OH - Bruce A. Daubner, MAI, FRICS DALLAS, TX - Mark R. Lamb, MAI, CPA, FRICS DAYTON, OH - Gary S. Wright MAI, FRICS, SRA DENVER, CO - Brad A. Weiman, MAI, FRICS DETROIT, MI -Anthony Sonna, MAI, CRE, FRICS FORT WORTH, TX -Gregory B. Cook, SR/WA GREENSBORO, NC- Nancy Tritt MAI, SRA, FRICS GREENVILLE, SC- Michael B. Dodds, MAI, CCIM HARTFORD, CT - Mark F. Bates, MAI, CRE, FRICS HOUSTON, TX - David R. Dominy, MAI, CRE, FRICS INDIANAPOLIS, IN - Michael C. Lady, MAI, SRA, CCIM, FRICS JACKSON, MS -John R. Proytor, MAI JACKSONVILLE, FL - Robert Crenshaw, MAI, FRICS KANSAS CITY, MO/KS - Kenneth Joggers, MAI, FRICS LAS VEGAS, NV- Charles E. Jack IV, MAI LOS ANGELES, CA -John G. Ellis, MAI, CRE, FRICS LOS ANGELES, CA - Matthew J. Swanson, MAI LOUISVILLE, KY -Stacey Nicholas, MAI, MRICS MEMPHIS, TN - J. Walter Allen, MAI, FRICS MIAMI/PALM BEACH, FL- Anthony M. Graziano, MAI, CRE, FRICS MINNEAPOLIS, MN - Michael F. Amundson, MAI, CCIM, FRICS NAPLES, FL - Carlton J. Lloyd, MAI, FRICS NASHVILLE, TN - R. Paul Perutelli, MAI, SRA, FRICS NEW JERSEY COASTAL - Holvor J. Egeland, MAI NEW JERSEY NORTHERN - Matthew S. Krauser, CRE, FRICS NEW YORK, NY- Raymond T. Cirz, MAI, CRE, FRICS ORANGE COUNTY, CA -Steve Calandra, MAI ORLANDO, FL - Christopher Starkey, MAI, MRICS PHILADELPHIA, PA -Joseph D. Posquarella, MAI, CRE, FRICS PHOENIX, AZ - Walter 'Tres' Winius 111, MAI, FRICS PITTSBURGH, PA - Paul D. Griffith, MAI, CRE, FRICS PORTLAND, OR - Brian A. Glanville, MAI, CRE, FRICS PROVIDENCE, RI - Gerard H. McDonough, MAI, FRICS RALEIGH, NC- Chris R. Morris, MAI, FRICS RICHMOND, VA - Kenneth L. Brown, MAI, CCIM, FRICS SACRAMENTO, CA - Scott Beebe, MAI, FRICS ST. LOUIS, MO - P. Ryan McDonald, MAI, FRICS SALT LAKE CITY, UT- Darrin W. Liddell, MAI, FRICS, CCIM SAN DIEGO, CA - Jeff A. Greenwald, MAI, SRA, FRICS SAN FRANCISCO, CA - Jan Kleczewski, MAI, FRICS SARASOTA, FL - Carlton J. Lloyd, MAI, FRICS SAVANNAH, GA - J. Carl Schultz, Jr., MAI, FRICS, CRE, SRA SEATTLE, WA -Allen N. Safer, MAI, MRICS SYRACUSE, NY- William J. Kimball, MAI, FRICS TAMPA, FL - Bradford L. Johnson, MAI, MRICS TULSA, OK - Owen S. Ard, MAI WASHINGTON, DC - Patrick C. Kerr, MAI, FRICS, SRA WILMINGTON, DE - Douglas L. Nickel, MAI, FRICS CARIBBEAN/CAYMAN ISLANDS -James Andrews, MAI, FRICS Corporate Office Eleven Times Square, 640 Eighth Avenue, 15th Floor, Suite A, New York, New York 10036 Telephone: (212) 255-7858; Fax: (646) 424-1869; E-mail info@irr.com Website: www.irr.com rr Rayzor Investments, Ltd. Property 000°) 71°) Addenda Addendum 6 Definitions 84 rr Rayzor Investments, Ltd. Property 177 Addenda Unless otherwise noted, these definitions have been extracted, solely or in combination, from definitions and descriptions printed in: • Uniform Standards of Professional Appraisal Practice, 2014-2015 Edition (USPAP) The Dictionary of Real Estate Appraisal, Fifth Edition, Chicago, IL: Appraisal Institute, (Dictionary) • The Appraisal of Real Estate, Fourteenth Edition, Chicago, IL: Appraisal Institute, 2013 (The Appraisal of Real Estate) Accrued Depreciation The difference between the reproduction or replacement cost of the improvement cost of the improvements and the market value of the improvements. (Dictionary) Appraisal The act or process of developing an opinion of value; an opinion of value. (USPAP) Assignment A valuation service provided as a consequence of an agreement between an appraiser and a client. (Dictionary) 85 Compensable Damages Damages for which a condemnor is legally required to compensate the owner or tenant of the property that is being wholly or partially condemned. In most jurisdictions, physical invasion of the property by a condemning authority or the taking of some property right must occur before damages are considered compensable. (Dictionary) Community Damages Damages resulting from a public project that are borne by the "community' at large and which are not specific to singular properties (special damages). These damages include loss of visibility, diversion of traffic, circuitous access and construction inconvenience. State v. Schmidt, 867 S.W.2d 769 (Tex. 1993) Deferred Maintenance Needed repairs or replacement of items that should have taken place during the course of normal maintenance. Depreciation A loss in property value from any cause; the difference between the cost of an improvement on the effective date of the appraisal and the market value of the improvement on the same date. rr Rayzor Investments, Ltd. Property 111,71 Addenda Easement Interest E. An interest in real property that transfers use, but not ownership, of a portion of an owner's property. (The Appraisal of Real Estate) Effective Date The date on which the analyses, opinions, and advice in an appraisal, review, or consulting service apply. (Dictionary) For the purposes of IRR - DFW, the effective date may be the date of inspection, date of special commissioners hearing, date of acquisition, or some prospective date based upon the needs of the client and purpose of the assignment, as described in the body of the report. Entrepreneurial Profit 1. A market -derived figure that represents the amount an entrepreneur receives for his or her contribution to a project and risk; the difference between the total cost of a property (cost of development) and its market value (property value after completion), which represents the entrepreneur's compensation for the risk and expertise associated with development. An entrepreneur is motivated by the prospect of future value enhancement (i.e., the entrepreneurial incentive). An entrepreneur who successfully creates value through new development, expansion, renovation, or an innovative change of use is rewarded by entrepreneurial profit. Entrepreneurs may also fail and suffer losses. In economics, the actual return on successful management practices, often identified with coordination, the fourth factor of production following land, labor, and capital; also called entrepreneurial return or entrepreneurial reward. Excess Land; Surplus Land Excess Land: Land that is not needed to serve or support the existing improvement. The highest and best use of the excess land may or may not be the same as the highest and best use of the improved parcel. Excess land may have the potential to be sold separately and is valued independently. Surplus Land: Land that is not currently needed to support the existing improvement but cannot be separated from the property and sold off. Surplus land does not have an independent highest and best use and may or may not contribute value to the improved parcel. Exposure Time 1. The time a property remains on the market. The estimated length of time the property interest being appraised would have been offered on the market prior to the hypothetical consummation of a sale at market value on the effective date of the appraisal; a retrospective estimate based on an analysis of past events assuming a competitive and open market. Fee Simple Estate Absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power, and escheat. (Dictionary) rr Rayzor Investments, Ltd. Property 000 774 Addenda 87 Gross Building Area (GBA) Total floor area of a building, excluding unenclosed areas, measured from the exterior of the walls of the above -grade area. This includes mezzanines and basements if and when typically included in the region. Ground Lease A lease that grants the right to use and occupy land. Improvements made by the ground lessee typically revert to the ground lessor at the end of the lease term. (Dictionary) Highest and Best Use The reasonably probable and legal use of vacant land or an improved property that is physically possible, appropriately supported, financially feasible, and that results in the highest value. The four criteria the highest and best use must meet are legal permissibility, physical possibility, financial feasibility, and maximum productivity. Alternatively, the probable use of the land or improved property -specific with respect to the user and the timing of the use- that is adequately supported and results in the highest present value. (Dictionary) Intended Use The use or users of an appraiser's reported appraisal, appraisal review, or appraisal consulting assignment opinions and conclusions, as identified by the appraiser based on communications with the client at the time of the assignment. (USPAP) Intended User The client and any other party as identified, by name or type, as users of the appraisal, appraisal review, or appraisal consulting report by the appraiser on the basis of communication with the client at the time of the assignment. (USPAP) Jurisdictional Exception An assignment condition that voids the force of part or parts of USPAP, when compliance with part or parts of USPAP is contrary to law or public policy applicable to the assignment. (USPAP) Legally Nonconforming Use A use that was lawfully established and maintained, but no longer conforms to the use regulations of the current zoning in the zone where it is located. (Dictionary) Lease A contract in which rights to use and occupy land or structures are transferred by the owner to another for a specified period of time in return for a specified rent. Leased Fee Interest A freehold (ownership interest) where the possessory interest has been granted to another party by creation of a contractual landlord -tenant relationship (i.e, a lease). Leasehold Interest The tenant's possessory interest created by a lease. rr Rayzor Investments, Ltd. Property 000715, Addenda 88 Lease Type Full Service Lease or Gross Lease: A lease in which the landlord receives stipulated rent and is obligated to pay all of the property's operating and fixed expenses. Full Service + Tenant Electric Lease or Gross + Tenant Electric Lease: A lease in which the tenant pays electric charges for its space but in other respects is a full service or gross lease as defined above. Tenant electric is often abbreviated as "TE". (Source: Integra Realty Resources) Modified Gross Lease: A lease in which the landlord receives stipulated rent and is obligated to pay some, but not all, of the property's operating and fixed expenses. Since assignment of expenses varies among modified gross leases, expense responsibility must always be specified. In some markets, a modified gross lease may be called a double net lease, net net lease, partial net lease, or semi -gross lease. Net Lease: A general term for a lease in which the tenant pays all or most of the operating and fixed expenses of a property. Whenever the term net lease is used, an analyst should identify the specific expense responsibilities of the tenant and owner. (Source: Integra Realty Resources) Triple Net Lease: A lease in which the tenant assumes all expenses (fixed and variable) of operating a property except that the landlord is responsible for structural maintenance, building reserves, and management. Also called NNN, net net net, or fully net lease. Absolute Net Lease: A lease in which the tenant pays all expenses including structural maintenance, building reserves, and management; often a long-term lease to a credit tenant. Load Factor A measure of the relationship of common area to usable area and therefore the quality and efficiency of building area layout, with higher load factors indicating a higher percentage of common area to overall rentable space than lower load factors; calculated by subtracting the amount of usable area from the rentable area and then dividing the difference by the usable area: Load Factor = (Rentable Area — Usable Area) / Usable Area. Also known as add-on factor. Marketing Time An opinion of the amount of time it might take to sell a real or personal property interest at the concluded market value level during the period immediately after the effective date of an appraisal. Marketing time differs from exposure time, which is always presumed to precede the effective date of an appraisal. Market Rent The most probable rent that a property should bring in a competitive and open market reflecting all conditions and restrictions of the lease agreement, including permitted uses, use restrictions, expense obligations, term, concessions, renewal and purchase options, and tenant improvements. Market Value Market Value is defined by City of Austin v. Cannizzo, 267 S.W. 2d 808 (Tex 1954) as being: rr Rayzor Investments, Ltd. Property 000 1776 Addenda M "The price the property would bring when offered for sale by one who desires to sell, but is not obliged to sell, and is bought by one who desires to buy, but is under no necessity of buying, taking into consideration all of the uses to which it is reasonably adaptable and for which it either is, or in all reasonable probability, will become available within the reasonable future." Market Value is defined by the Dictionary as follows: "The most probably price, as of a specific date, in cash, or in terms equivalent to cash, or in other precisely reveal terms, for which the specified property rights should sell after reasonable exposure in a competitive market under all conditions requisite to a fair sale, with the buyer and seller each acting prudently, knowledgeably, and for self-interest, and assuming that neither is under undue duress." Market Value is defined by USPAP as: "A type of value, stated as an opinion, that presumes the transfer of a property (i.e., a right of ownership or bundle of such rights), as of a certain date, under specific conditions set forth in the definition of the term identified by the appraiser as applicable in an appraisal." USPAP also requires the following be identified: • Identification of the specific property rights being appraised. • Statement of the effective date of value. • Specification as to whether cash, terms equivalent to cash, or other precisely described financing terms are assumed. • Upon what conditions the terms are based, including interest rates being above or below market, other incentives, and their affect on value. Federal agencies mandate different definitions of Market Value. Partial Taking The taking of part of any real property interest for public use under the power of eminent domain; requires the payment of just compensation. (Dictionary) Also called "partial acquisition." Prospective Opinion of Value A value opinion effective as of a specified future date. The term does not define a type of value. Instead, it identifies a value opinion as being effective at some specific future date. An opinion of value as of a prospective date is frequently sought in connection with projects that are proposed, under construction, or under conversion to a new use, or those that have not yet achieved sellout or a stabilized level of long-term occupancy. rr Rayzor Investments, Ltd. Property 000,E ;1;1 Addenda 90 Real Property All interests, benefits, and rights inherent in the ownership of physical real estate; the bundle of rights with which the ownership of the real estate is endowed. (Dictionary) Replacement Cost The estimated cost to construct, at current prices as of the effective appraisal date, a substitute for the building being appraised, using modern materials and current standards, design and layout. Reproduction Cost The estimated cost to construct, at current prices as of the effective date of the appraisal, an exact duplicate or replica of the building being appraised, using the same materials, construction standards, design, layout, and quality of workmanship and embodying all the deficiencies, superadequacies, and obsolescence of the subject building. Stabilized Income Income at that point in time when abnormalities in supply and demand or any additional transitory conditions cease to exist and the existing conditions are those expected to continue over the economic life of the property; projected income that is subject to change, but has been adjusted to reflect an equivalent, stable annual income. Value The monetary relationship between properties and those who buy, sell, or use the properties. Value expresses an economic concept. As such, it is never a fact but always an opinion of the worth of a property at a given time in accordance with a specific definition of value. In appraisal practice, value must always be qualified —for example, market value, liquidation value, or investment value. (Appraisal Institute Code of Professional Ethics, 2003) rr Rayzor Investments, Ltd. Property 177 Addenda Addendum C Project/Survey Maps And Legal Descriptions 91 rr Rayzor Investments, Ltd. Property `1,71 Addenda LEGEND A CALCULATEDI'JINT iY 112 JfoON ROD rTA11 @ tPub ,aakonc- on'rkmsc fff u HONE J111.11Y i5f TU"I R uu GUY tNIRE .ITtl IT'r 4{ h41N::'c.,S P.4ThD UTrIEflhlt�F i'Gh" TIACR /JP YC.-e{.hN.{FT. EhIE11 ti i.�l 1FitPLR3"r LINE vas IN I s c "1 APPROXIMATE SUrlEY LINL F Kish ,ENT'E ITuNE ^ ^-S.IHE^^^ t.'14ERHEADELIC'rFIC 7 'DOPrA SPOT' 55' EXISTING 15 WATER EINE EASEMENT VOL. 4795 PG 830 R.:P ..R,D C.T. SIDEWALIK AND PUBLIC UTILITY EASEMENT "^.. VOL... 2542, PG. 51 D,R D.C.T, EXHIBIT "B" MATCHLINE AF,hrrunA Pohernents, right—f—V anctoi other rnauers e€hewrd Inn affect this U.cl lS1.I<nrr, rml sY rv:r tnru; rs 1 HIS DOCUMENI WAS.Y�+� R.EU`Au6.D ON JULY 24 2015 /R ELECTRIC EASEMENT SEE SH. 3 OF 6 p {{�� eaque nail & perRiri',.s P91T Sa k PIs @rR $�W9 ]X+ @ a Tams 49@.29241 TT Ph 4A{A382.Sd24 Px. RY, TODD 8, TURNER RPL,S' NO..4859 FOR REVIEW PURPOSESONLY TEXAS HC1ANU $U FIEI FSSIONAI- L✓+ND SUR IEYING RULE: 6C3 18 tt^1 SITUATED IN THE N. MEISENHAMER SURVEY, ABSTRACT NO, 810 CITY OF DENT(7N, DE.NTQN COUNTY, TEXAS DME13222 SHEET 2 OF EXISTING 15' GTE SOUTH'N'EST EASEMENT VOL 30919. PG. 632 I I ExlsrfNG 1VELECTRIC EASEMENT VOL. 519, PG. 165.. 32.51 N 00 to � � W .. W I , RAYZOR INVESTMENTS, LTD, SECTION 3, TRACT FOURTEEN PART OF CALLED 76.36 ACRES [.� VOL. 1796„ PG. 601 D.R.D.0 T SA vF• AND FXC;FP1 vO7 07, PC Piz CD IF ELECTRIC I EASEMENT No. f i 1.5558 ACRES i I M s� LINE DIS{�TyANCE a Ia.. L2 {B©EARING N 88�39'A�.a W `F5V''_._. L POINT OF COMMENCING25.00, I I F t11' "SF LE 17Mfi" ' POINT OF w_ C BEGINNING P DROVE tnp F` Q iLu APPROXIMATE SURVEY LONE y PROPERTY LINE S 68°39'43"E 165.63' CONCRETE MONU04ENT (CM1 LOT 1, BLOCK E NORTH LAKES FIRE STATION. ADDITION CAB, G, PG. 330 P.R.f7 C T. -1 0 50 100 #�'"eww�� `� w SCALE: 1 " ® 50' sal, 4 n+C� rCS: 1. of 19F.3 al I,-- in raflrr— od1 G,WNxe"e W ia, Toml,, Co0frJInata SVSteh ad 19138 (NndP1 Central Za,^9a NAD81',2011) EPOCH 2010) ap derrived l—Ily 1-h kV niers Dat, Spste na Curl—sly Op—liq R0,en- $iazir,m (CORSp vla Real Tlmc Kiihenam, (RTK) m�,Uuads. The alSla noes 5no- PRF4.jmfNARY. TN!$ DOCuasIENT SHALL NOTBE REGORDEP FOR ANY h --..Baso ;I. arf — -1—uIfUbi9 an Av-sung. C—binadan Fact. of SfM 2. NOTBE USED OR WE WED OR REDED UPON AS A,FINAL SURVE 4,00010,11 Y w Sealrt'hl Grrn;rid 4 suriaSm Z. ThI e,zsslirllw.a@raf,krcuwilras]u31tM uunull4al.r rr; Itltlk<;zal t_t11n'lu=rl.. 1.558 ACRE AF,hrrunA Pohernents, right—f—V anctoi other rnauers e€hewrd Inn affect this U.cl lS1.I<nrr, rml sY rv:r tnru; rs 1 HIS DOCUMENI WAS.Y�+� R.EU`Au6.D ON JULY 24 2015 /R ELECTRIC EASEMENT L � `- I F' • ' p {{�� eaque nail & perRiri',.s P91T Sa k PIs @rR $�W9 ]X+ @ a Tams 49@.29241 TT Ph 4A{A382.Sd24 Px. RY, TODD 8, TURNER RPL,S' NO..4859 FOR REVIEW PURPOSESONLY TEXAS HC1ANU $U FIEI FSSIONAI- L✓+ND SUR IEYING RULE: 6C3 18 tt^1 SITUATED IN THE N. MEISENHAMER SURVEY, ABSTRACT NO, 810 CITY OF DENT(7N, DE.NTQN COUNTY, TEXAS DME13222 SHEET 2 OF 92 rr Rayzor Investments, Ltd. Property 000180 Addenda 93 EXHIBIT "B` I'll T EXISTING 15' ELECTRIC EASEMENT- VOL.. ASEMENT-VOL. 519, PG. 1135 tnpQ,R,D,C�T, Y7"' EXISTING 15` GTE SOUTHWEST EASEMENT VOL . 3079. PG. 632 D.R-D-C.T, 0 50 10 no 111 rz 1 PART OF CALLED 76.36 ACRES cr 32.4'1 SCALE: 1 50' D.R.D.C.T. SA VE A ND EXCEPT VOL AS 7, PG. 217 to U) LEGEND C LLJ sllljjoes =RS) N" Real TIe'u KMseiielc (RTK),n),ilhoft, ThC� dl%[,�nc.os 010.11 Llll,'_1,1ARY THI$ Co(:UPJf, N T SHA! f, NOT 0P,'PFeOR0fD F,�)R ANY PU RPO'5f, Aof) ll' here- ep—em _i_'aju_ """zing w Average C.enol-idm, Faw, & -�GIJLAI CD KAKI I Q LIPON i)NeJ-,'SS M)TF,() 0T,FRy%,lSE �011 I R011 INN O0 I Nk,f. N 10Nu �l IL ITY 'O'NLR POLE This exhiioit ithout M - Z e 0eril of current en� �mmimen[. U) 1.558 ACRE Lu THIS DOCUMENT WAS Rr.lrASlyD ON JULY'�4,2(115 ELECTRIC EASEMENT Teague nall & perkins !!� 4'tnp pl-- rrer BY Tadd 6- TURNER R-P.L.S. NO. 41ISI), FOR REVIEW PURPOSES ONLY , TEXA�� BOARD OF PROFFSSIONAt, LAND SURVEYING RULE Z 0 E MISTING EASEVt N'T 11 w111e.MMAII 1112II 11,111 z 1XISINNO 'DE HE— r VIWII-Al EXISTING 15 WATER LINE EASEMENT VOL. 479,5 PG. 830 RPR O.O.T. EXISTING 28 ENERGY ASSETS OPERATING COMPANY EASEMENT DOCNO. 2007-142652 R.P,R.D,C,7, VfTYEJMERGY' GAS SIGN ELECTRIC 00 EASEMENT No. 1 1.558ACRES 1 00 RAYZOR INVESTMENTS, LTD rz wi PART OF CALLED 76.36 ACRES cr to C-0inale, SV'le. of 1.983 (NcHh Central Zen.: tAD83(20 11) EPOCH 2010) a,, D.R.D.C.T. SA VE A ND EXCEPT VOL AS 7, PG. 217 to ,I,rf,.d J—Igy free, West— D.I. Syslan is Comm- * Opuralmij ROumnw C LLJ sllljjoes =RS) N" Real TIe'u KMseiielc (RTK),n),ilhoft, ThC� dl%[,�nc.os 010.11 Llll,'_1,1ARY THI$ Co(:UPJf, N T SHA! f, NOT 0P,'PFeOR0fD F,�)R ANY PU RPO'5f, Aof) ll' here- ep—em _i_'aju_ """zing w Average C.enol-idm, Faw, & S.,FNOT USED OR VIEWED OR RELIED i fPOY ASA FINAL SURVEY DOCUMENT O0 CD This exhiioit ithout M - Z e 0eril of current en� �mmimen[. U) 1.558 ACRE =)re.pareffl Additicnal e ents, rights-1-wty -dim alae r maHers al mmm may affect this Vact thil lls etA silow,l h�"e, THIS DOCUMENT WAS Rr.lrASlyD ON JULY'�4,2(115 ELECTRIC EASEMENT Teague nall & perkins !!� 4'tnp pl-- rrer BY Tadd 6- TURNER R-P.L.S. NO. 41ISI), FOR REVIEW PURPOSES ONLY , TEXA�� BOARD OF PROFFSSIONAt, LAND SURVEYING RULE SITUATED IN THE N. MEISENHAMER SURVEY . ABSTRACT NO. 810 CITY OF DENTON, DENTON COUNTY, TEXAS DME13222 SHEET 3 OF 6 z 55' EXISTING 28 ENERGY ASSETS OPERATING COMPANY EASEMENT DOCNO. 2007-142652 R.P,R.D,C,7, VfTYEJMERGY' GAS SIGN ELECTRIC 00 EASEMENT No. 1 1.558ACRES 1 00 RAYZOR INVESTMENTS, LTD Ilk"I"r-1141 IMF . -qFF rftl4 9 nr ft NOTES SECTION 3, TRACT FOURTEEN PART OF CALLED 76.36 ACRES VOL. 1796, PG, 601 C-0inale, SV'le. of 1.983 (NcHh Central Zen.: tAD83(20 11) EPOCH 2010) a,, D.R.D.C.T. SA VE A ND EXCEPT VOL AS 7, PG. 217 ,I,rf,.d J—Igy free, West— D.I. Syslan is Comm- * Opuralmij ROumnw sllljjoes =RS) N" Real TIe'u KMseiielc (RTK),n),ilhoft, ThC� dl%[,�nc.os 010.11 Llll,'_1,1ARY THI$ Co(:UPJf, N T SHA! f, NOT 0P,'PFeOR0fD F,�)R ANY PU RPO'5f, Aof) ll' here- ep—em _i_'aju_ """zing w Average C.enol-idm, Faw, & S.,FNOT USED OR VIEWED OR RELIED i fPOY ASA FINAL SURVEY DOCUMENT O0 CD This exhiioit ithout M - Z e 0eril of current en� �mmimen[. U) 1.558 ACRE Ilk"I"r-1141 IMF . -qFF rftl4 9 nr ft NOTES B"rnqs of Ines sm— newn a rele,, enceO as Cria NWI, of IM T"as C-0inale, SV'le. of 1.983 (NcHh Central Zen.: tAD83(20 11) EPOCH 2010) a,, ,I,rf,.d J—Igy free, West— D.I. Syslan is Comm- * Opuralmij ROumnw sllljjoes =RS) N" Real TIe'u KMseiielc (RTK),n),ilhoft, ThC� dl%[,�nc.os 010.11 Llll,'_1,1ARY THI$ Co(:UPJf, N T SHA! f, NOT 0P,'PFeOR0fD F,�)R ANY PU RPO'5f, Aof) ll' here- ep—em _i_'aju_ """zing w Average C.enol-idm, Faw, & S.,FNOT USED OR VIEWED OR RELIED i fPOY ASA FINAL SURVEY DOCUMENT 1 fr— grW This exhiioit ithout M - Z e 0eril of current en� �mmimen[. 1.558 ACRE =)re.pareffl Additicnal e ents, rights-1-wty -dim alae r maHers al mmm may affect this Vact thil lls etA silow,l h�"e, THIS DOCUMENT WAS Rr.lrASlyD ON JULY'�4,2(115 ELECTRIC EASEMENT Teague nall & perkins !!� 4'tnp pl-- rrer BY Tadd 6- TURNER R-P.L.S. NO. 41ISI), FOR REVIEW PURPOSES ONLY , TEXA�� BOARD OF PROFFSSIONAt, LAND SURVEYING RULE SITUATED IN THE N. MEISENHAMER SURVEY . ABSTRACT NO. 810 CITY OF DENTON, DENTON COUNTY, TEXAS DME13222 SHEET 3 OF 6 rr Rayzor Investments, Ltd. Property 000181 Addenda 94 rr Rayzor Investments, Ltd. Property 000182 EXHIBIT "B" MATCHI.INE I SEE SH. 5 of S 0 50 100 SCALE: 1"=50' N N I °TRhVfTY ENE.R€i Y" .. , GASggSlaAA . EXISTING 15'ELECTRIC EASEMENT .., EXISTING 207 VOL. 519,. PG, 155 ENERGY ASSETS OPERATING COMPANY EASEMENT 1) R d.0 T CCC. NO 21707.142652 EXISTING 15' GTE, SOUTHWEST EASEMENT VOL 3079, PG. 632 ms's,_ F7.R D.C.T. tnp `'' 9,5' RAYZOR INVESTMENTS, LTO, SECTION 3, TRACT FOURTEEN EE PART OF CALLED 76.36 ACRES VOL. 1796, PG,. 601 EXISTING 15' WATER LINE EASEMENT' D.R.D.C.T. VOL 4795, PG. 630 SA VE AVD EXCEP F VOL 697, PG 2217 R P.R,D,C.T.. ELECTRIC " IEASEMENT No. 1 1.55,E ACRES R h Q 323-1 A I � 9 m > W Lu � s" LEGEND r� t ,cdl 1}:7 ww r '� � � y ¢ 31[iUN t9, Iv1VNG UN €�Sh•9RC�i51ItlI:RVA9£ ikIFWWNElII!.II •''# 'M .]rlil l'Y ,IG'�U' 65�4JI GU (?i Fku�l ol. 4 p roar I men c�vll7 unR,een CD iaSEkFN1 bG1JNDAHi' � `' £x15TING EaS€t+o- wT � 1111OXOAATIZ uRYCY L&E t EaISlI+N'C 'ENIFRIINE FWiF (W nSpL r D'A HI_AD EL ECC ilr; FIBER DRIIC NPARxi R , MATCHI.INE - SEE SH. 3 of S NOTES, 1. Baar1 p„ of Ilacs %r - horp.on are r�lplE'w*01D Grid Nowv of m, Tc -is; Cca 1. Sysw n cl 19,133 (North C t ,.I Z.— NA083(20II. EPOCH. 2010) as 6viw i Focally gni vmst to Data SWO113 G'earllinuwdy Otwoli g R 4Yoaw SIM.'s tCORS) "la Rana Time Klno ok (RTK) m&Irratis. TPee dsL n— shn,vn PREL?WfI ARY, TN7S DOCUMENT SHALL NOTBE RECORDED FOR ANY € uRPOSEAND '.. h9.raVn rei�rn99...n[ sUrt;icr values U9llxln,7 arv,nY,r,.rage (,' Nnatj- Factor of S€fALL_FA_OTBE USED OR WEWED DR RE'v1ED UPON_AS n FWAL S_UR VEYDOC_OMENT '. 1.0013197317 to -.1. fr— r7rld to —1—. 2. T"sla h-Ot AC@R`E. pr_parad r.11h..1 th. o1 a --1 l td. r"Inrni� -L Adri l u I isa ivur l yhl f.w q ordkx of or sluFW, , Y?7 aeDmrl i ay .lPIF.4" #hid T"I'$ LIOCUMI.N 7'N.R,S /1 ..558 � v:d that am. pro" Vw own• RFLFASFO ON 2ULY 24 2015 ELECTRIC RIL 7E�i 1lT p teague nail �!$rkins & BYTODDB TURNER RPL.S. NO A86rt Fdft RF SITUATED IN THE T sna c. ole n" su.«1x1 o , :sxvs PURPOS"vS ONLY TEXAS BOARD OF PROFESSIONAL N. MEISENHAMER SURVEY, ABSTRACT NO. 810 CITY OF DENTON, DENTON COUNTY, TEXAS '.4}.1.4111 k 4 3534076 lx LAND SURVEYING `RULE nw+s`a� 56.3.1& fdj DME13222 SHEET 4OF6 rr Rayzor Investments, Ltd. Property 000182 Addenda 0 50 100 SCALE. 1" = 50' MOTES": �'1=ikel:141-14EU14A 3:RX*7 _ 'I. Rearingy of 9lne; y"— hereon ire rofefencer1 to GeI4 North of Ire Teas. Craw ate Syalarn ci 1783 (Nrar19 C a a1 Zoo.: NA083(2011) EPOGIR 2010) as (l11r vett Inc;31ly h o"vVe'lern Oa;a i$Y"wm co'u' o"Ay opnasprg Pol000noe S1a9onc 4COPS 7 vl R..Tf— Kine natio f.RTK) elh.d, To -di. lances shown her-,, rerprasent s rf vek— udlisleg an A—M. Co+d-Hors Eam-f 100014731714 so.ilc floor ()rid to 3ur13r.3:, w EXISTING 20' ASSETS OPERATING COMPANY EASEMENT DOC. NO, 2€707-142652 R.R'.R:.O.C.,T, ELECTRIC EASEMENT No. RAYZIDR INVESTMENTS, LTD. SECTION 3, TRACT FOURTEEN PART OF CALLED 75.35 ACRES VOL. 1795, PG. 601 D.R.O.C.T, SAVE AND EXCEPT'VOL. 697.. PG, 797 95 2. 'Fhl-bidtw.usp* p dwle, lti7cbow t4i..g—hl gleixl5nitai+a L 1.558 ACRE Arolhr al na e.fnenu righls-of—y an Wor ocher onocor, of recarrl may affs. .! this 1-1 that are no eh".e he -5 1 HIS OOCUMENi WAS RELEASED ON JULY 242915 ! �ir EASEMENT i EAS a Ge � ELECTRIC LE., teaque nail & perkins �w asa7cg e3 a suc=32a g o setas 4- k 4063®:34177 ph W6 383,8c124k ww.ranW,oacar�+ By T(76O S -U�NER R t L.S. NO 4658 FOR REVIEW RURROs£S ONLY TEXAS BOARD PROFE AGNAL L�RY'DSuRVEVIN aRULE; 8G318(c) SITUATED IN THE N, MEISENHA ER SURVEY ABSTRACT NO, 810 CITY OF DENTON, DENTON COUNTY, TEXAS iME13222 SHEET 6 OF 6 rr Rayzor Investments, Ltd. Property 18 Addenda LEGEND QIFONRODIOJN LNLL 5SN01EDtLHLRWI1L CUNT LO L LING.., MONLIME N F M YL=L"',wufjor' 1 I'rymo 'o(c L GUY -,IRE E 0 OI NEW rVISL IIR�, ILRTY LINE, F, AL, c'mTwa awhvr" w ....................... ------- OHE— — OVERHEAD ELECTPIC tng) DRMN EXHIBIT 1.558 ACRE "B" 16 PUBLIC UTILITY EASEMENT BY T000 6 TURNM R,P,L,S. NO- 4859, FOR REVI EVW DOG, NO. q3-1)3,5032 PURP'10S'C8 ONLY. TEXAS R-RR-D,C.T, BOARD OF PROFESSIONAL CITY OF DENTON, DENTON COUNTY, TEXAS LAND SURVEYING RULE RAY'ZOR INVESTMENTS, LTD. aI 6� RAYZOR INVESTMENTS, LTD. PART OF CALLED 76.36 ACRES SECTION 3, TRACT THIRTEEN VOL. 1796, PG. 601 ZIT %41 CA26.466 ACRES VLLED OL. 1796, PG. 601 ELECTRIC EASEMENT No. I D.R.D.C,T. EXISTING 15'ELECTRIC EASEMENT VOL. 519'PG.165 D,R,DLC-TL EXISTING 16" GTE SOUTHWEST EASEMENT VOL. 3079. PG. 632 D,R,D.C,T, 20'DRAINAGE EASEMEN, DOC- No 93-035031 R !f. C.T. T: I PROPERTYLINE— STOP -J I T I CITY OF DENTON SIGN POR STREET AND UTILITY PURPOSES ONC. CURB ORDINANCE NO- 93-086 DOC. NO§3 01356"3[1 25-0 RRAJD.C.T, — S 883339" E 536.26' E— ] :T L PROPERTY LINE 55' Lu 1324 MATCHLINE - SEE SH. 5 OF 6 NOTES I. BGOTIn35 N 11yans cd wj— litr000arg T(,-1sNNnwcJ Io Grid Wan, of Tno'r*xs§ --d-w Sysi— f IW3 (N.ah C-Ir.1 Zane; NAD83(201 1) EPOCH 2010) as "o,h—j lotally fr-, '7 Stena MIT. Systo— Continuously Opwudnq Rola,oTcu $W—, (CORS) Aa Roal Tuns Kinematic I RTK) oothoosThe olstancss oos� mere on represont surf aca w4jes udliz1bg an Awrago Coinblnanl- Far or of 1,060147317 1, 0 s4LAD "o"'),ld to 2- 1 hisNxI 11t purtd ) — prowid—I I icL L- at ol a wuN,,I III]c wriirnkn-nt. I Aslaj,jonaj easnnno,is, fl�ps,,aO- -1 p 8rVol 01hal nMSc ofnK.,,hL1 may affoo INs Iract thal am n,U shown hemon- teaque nail & perkins t np 1.558 ACRE THIS DOCUMEI REL EASED ON JULNY 24%VASr 2015 16 PUBLIC UTILITY EASEMENT BY T000 6 TURNM R,P,L,S. NO- 4859, FOR REVI EVW DOG, NO. q3-1)3,5032 PURP'10S'C8 ONLY. TEXAS R-RR-D,C.T, BOARD OF PROFESSIONAL CITY OF DENTON, DENTON COUNTY, TEXAS LAND SURVEYING RULE RAY'ZOR INVESTMENTS, LTD. 663.18 (cj SECTION 3, TRACT FOURTEEN PART OF CALLED 76.36 ACRES 1714 VOL. 1796, PG. 601 ZIT %41 D.R,D,C.T. SA VL AND EXCEP I VOL 697. PG 2' f 7 ELECTRIC EASEMENT No. I 1.558 ACRES MATCHLINE - SEE SH. 5 OF 6 NOTES I. BGOTIn35 N 11yans cd wj— litr000arg T(,-1sNNnwcJ Io Grid Wan, of Tno'r*xs§ --d-w Sysi— f IW3 (N.ah C-Ir.1 Zane; NAD83(201 1) EPOCH 2010) as "o,h—j lotally fr-, '7 Stena MIT. Systo— Continuously Opwudnq Rola,oTcu $W—, (CORS) Aa Roal Tuns Kinematic I RTK) oothoosThe olstancss oos� mere on represont surf aca w4jes udliz1bg an Awrago Coinblnanl- Far or of 1,060147317 1, 0 s4LAD "o"'),ld to 2- 1 hisNxI 11t purtd ) — prowid—I I icL L- at ol a wuN,,I III]c wriirnkn-nt. I Aslaj,jonaj easnnno,is, fl�ps,,aO- -1 p 8rVol 01hal nMSc ofnK.,,hL1 may affoo INs Iract thal am n,U shown hemon- teaque nail & perkins t np DME13222 SHEET 6 OF 6 0 rr Rayzor Investments, Ltd. Property 000184 1.558 ACRE THIS DOCUMEI REL EASED ON JULNY 24%VASr 2015 ELECTRIC EASEMENT BY T000 6 TURNM R,P,L,S. NO- 4859, FOR REVI EVW SITUATED IN THE PURP'10S'C8 ONLY. TEXAS N. MEISENHAMER SURVEY, ABSTRACT NO. 810 BOARD OF PROFESSIONAL CITY OF DENTON, DENTON COUNTY, TEXAS LAND SURVEYING RULE 663.18 (cj DME13222 SHEET 6 OF 6 0 rr Rayzor Investments, Ltd. Property 000184 Addenda 0 50 100 cvuin!'r III SCALE: 1"=50' POINT OF .... p BEGINNING GRAVER EXISTING 15' GTE SJUTIAMNT PG�S VOL 3D79 932 D.R.C,C.T. DRIVE I CONC. SITUATED IN THE POINT OF DRIVE N. MEISENHAMER SURVEY ABSTRACT NO. 810 COMMENCING 250,0 If uj $f w 44 PASS 112"1)BF ---- w AT `^' A 04 . (CM) tnP a °. J twFNr415F } W ✓� � 4 z a t3 GTE TELE I`Cih1 i z1� EXISTING 15 ELECTRIC EASEMENT C'l CGJNGnf24 VOL 519, PG, 165 D1 R.6,(;,T,. SIGN FIGHT LANE"-; i .... MUST TURN ELECTRIC EASEMENT EXISTING 15' GTE SJUTIAMNT PG�S VOL 3D79 932 D.R.C,C.T. BY TODD 3-TORNE R, R. R. L.$. NO 4869 FOR REVIEW SITUATED IN THE W IC N. MEISENHAMER SURVEY ABSTRACT NO. 810 BOARD OF PROFESSIONAL LANG SURVEYING RULE CITY OF DENTON, DENTON COUNTY, TEXAS If uj W l2 R $ 44�z T A 04 a °. J twFNr415F } W ✓� � 4 z i z1� C'l CGJNGnf24 1 �'S.'� �,. J1 DEBORAH COLL:INSWORTH FRAME CALLED 1.33 ACRES HOUSE DDC, NO. 99-127801 RLPIR..D.C.T. v21cfRF LI! IAI�_ S 89'2753"E 2e99.84' i "r wt RAYZOR INVESTMENTS, LTD. SECTION 3, TRACT THIRTEEN GALLED 26,466 ACMES VOL. 1796, ISG 601 to t D.R.D.,T. I`- 04 04 Ei Naas MATCHLIN - SEE SH. 3 OF 5 LINE I BEARING DISTANCE 'I. R—Ings aE 11—'1— hereon arca referenced to Grid Nortri of PSC Tp.as I Ll I S 89"2 7�J3,° E _-- 42..50., C- d die Srsld, or 1933 (Ncirll C tr.] Z.— NAD83(2011) EF+DCIi 2010) a5 derive3 locally Mon 1 t4stern. Dal, Spslen+s Gp,,r urus9y i'JPeeal9 9Rpfm (A S'I-wlo is {CORS) ul Rad Trr—KI-read. (RTIK) empa>y Tb dishar— sh—n PI fopf"'i", at i lfae, +hn;s 01121nyl am Ava,rag . CpaeA,101W F`aeu Of 1-00014 7 317 1. —18 from grid to —f-- 2. 2 TIaIs exhibit WaS prepared il9 pial the tie e(It of a c 1 U le ea Ile 4 Adn3l aI -sl llu is, npnls-tif-w y -d-,,r arl tir to ra c1 —.rd may afl'-1 Ihi. 9rkc1 tlha1 are nat S"a,a haM60,. teague nail & perkins I t41F Ca �w P/a Il f S 13d �'Q an T.— 76W5 �S' §+4..394.<tY5 ph 3np.3d3.8938 fx w.Mgirve_etim DME13222 SHEET 2 OF 5 97 rr Rayzor Investments, Ltd. Property 000"1' 1.360 ACRE I r IIS DOCUW,Nf WA5 ELECTRIC EASEMENT REI YA F Gw JULY 24 n15 BY TODD 3-TORNE R, R. R. L.$. NO 4869 FOR REVIEW SITUATED IN THE PURPOSES ONt r TEXAS N. MEISENHAMER SURVEY ABSTRACT NO. 810 BOARD OF PROFESSIONAL LANG SURVEYING RULE CITY OF DENTON, DENTON COUNTY, TEXAS 1i'611d c1 DME13222 SHEET 2 OF 5 97 rr Rayzor Investments, Ltd. Property 000"1' Addenda 98 0 50 100 EXHIBIT `W SCALE: 1"=505 r C4 C4 C4 CC CD 10 z ELECTRIC tnip EASEMENT No. 2 ul SP 0000 cg 4- �co 210 L RAYZOR INVESTMENTS, LTD. CONC. C_ SECTION 3, TRACT THIRTEEN CALLED 26.466 ACRES VOL3079, PG. 632 LEGEND & CALCULATED POINI A* 112 lRaN ROD F MJNJUNL ESS NOT ED OT) 6ERMSE r- 1-1 CONTROLLING MONUMENT ED ELE�HDNE UTILITY �MER POLE hII I SIG� &I URS NOTED 0711ERWISF. 11TOrE R11 LINE ELECTRIC EASEMENT raa T -t R, RELEASED ON jLLY 2a, 2015 t teague nail & perkins a- W) 4 8�,IT FOR R F, V JEW ILRIO.ES ONLY TEXAS N. BOARD OF PROF F �SrONAL SITUATED IN THE MEISENHAMER SURVEY, ABSTRACT NO. 810 CITY OF DENTON, DENTON COUNTY, TEXAS LAN D SURVEYM RULE RayzorInvestments, Ltd. Property 000186 Addenda CONN. RAINAC r, LUNIf.". mc)!92 CC 0 uj ZEIN Z nere 0 ,-J EXISTING 15'GTE SOUTHWEST EASEMENT VOL 3079, PG. 632 D,R,D.C.T, EXHIBIT "B* QWN= 4-1 M WILS] iu rr RAYZOR INVESTMENTS, LTD. SECTION 3, TRACT THIRTEEN CALLED 26.466 ACRES VOL. 1796, PG. 601 D.R.D.C-T, LO In M cn 0) 04 0 ELECTRIC EASEMENT Na, 2 2,21 1 1.360ACRES Il 1111 EXISTING 15'ELECTRIC EASEMENT vo1'. 519, PG, 166 D.RJ),C.T- 1. B—fop W. II 3s sh.— h— are rofor--J 1. G, d North of Che T.... Cooftiow, Sy% o 'm d' 19&3 (Noelh Conifil Zo,e NAD!33()01 1) CPOUJI 2010] ns crod'ed W'111iy froen AesWrn DataSystems Condnho,lly Qponalf�g Refereow Staticros (CORS.) via R -P Time Kineenadc (RTKI methods. The o1slances shown holoon noof"cnt &.n1co, jino% blidorr m Awo(zigG Cornbirotion ractor of 1. JV1014 '7 to scaln, Iron Odd fro swfasa. 2. T ni% W hilit was "' ft""'Md MMOW m(" bo Cil of e Whl"Mt Me ' "mmoil 1,h1L Addti—ol -1e.11tl, nght—f—ey e,Uar Ohl, —1bell of —10 may often" IN, r }JIS DC)CUML, ,4 r WAS I—L that. .. nd shown hoer RELEASED ON J J LY 24. 2015 FsY TOOD Fs. TuRNER, R.P feaque nail & perkins NO 4859, FOR REVIEW S.M. M PUPPQt5ES ONLY. Ta�'XA�� 8CMRD OF PROFESSIONAL t 9'40.34'B2301N.I. LAND SURVEYING RUILE nprpine sem. (56118 to) 1.360 ACRE ELECTRIC EASEMENT SITUATED IN THE N. MEISENHAMER SURVEY, ABSTRACT NO. 810 CITY OF DENTON, DENTON COUNTY, TEXAS DME13222 SHEET 4 OF 5 rr Rayzor Investments, Ltd. Property 000187 Addenda 11 Il EX[S]ING 15' ELECTRIC EASE.MI, VOL. 519, PG.. 16,5 D.R.D.C.T. tnp _} EXISTING I5` GTE SOUTIAVVFST EASEMENT ...v VOL, 3075,. PG. 632 r R.D.C.T 0 50 1(7 0 W SCALE: i.r ® 50' CC H� �a W C7 44 6E Q G, Z z q � _p y. _j,�. LEGEND A. CALCUL A I li, DY 111 Ca 1 1 I R111N Roll F U., wY]NLL:iS Nil I'Va oY'rAWK4 rrrt CnN I ROLLING M:ONUIIENI pC"rr, P:LF, F G%JY' WIPE UTILITY 51LN LIN FSS NOTED D71 1FR NISE'. �4M I 71EFR ophrc FkAswa _ F,'. yk mv('7z7 IiC)Iane.w.ftu RGgPFRTv P�� 6xI Sgt GCA.`y4MEaT APPRO.i IdA'E g1JRJEY LING LXISI'WG C ENT LRLANE EDGE O ­H',L" E-- © RHLADKEi: IC 4 25.00' ATCHLIN,E SH. 4 OF f RAYZOR INVESTMENTS LTD. 1sFr.QPER7Y l..7flE`:—. 2D DRAINAGE EASEMENT �— CSOC.NO d3 035031 R.h R D C.T. I L2 I S 66"3.339° E 535,96' STOP CITY OF DENTON SIGN I C CONC. CURB FOR STREET AND UTILITY PURPO,9ES ORDINANCE No 93. m DOC'.. NO, 9.035030 LINE BEARING I 1 EE:N:CE L2 N 88-33'39- VV 1 42.50' 100 '... NOTES: 1.. 64"'Jaga of Ilnos 0m, hewon aeC re feJanc:ed 10 Gcle North of the Te.Ras Coarc1-1. Systann N 1N3 'North Contra[ Zama: NA063(201'1) EPOCH 2010) � R tirined 1 - MV 4ioh1 Weslar Odin Sy CunN uourAy Opt= olin.g a.fu ed- � r ant SlalJons (CORSIdo Rnsg Tlnre 141 e11S11rr, (RTK).eU1od:3.. Tlrenl.loo es:. -n— PRF-70NARV TNG" QQCWFN7 SHAm, NL TRF'R't' R DF:a.4 F RNYP R Srn Amo hereon represera1 surface! valoes uNl ing an Average Corahl-Oon Factor of Sb4ALL NOT RE USED OR VIEWED OR REL (ED UPON AS A FfKAL SURVEY DOCUMENT 1 -ON 147317 to—Wi (grid Nn 3ofat1. wig /��}C 2 TNs aahibtl was prmpared Mlhwt she b-111 of a mdenA Nile ewm0mem nt. 1.360 ACRE Ad 'a ¢ 1 r JiI [ w iy end or U[nur at _rs of rtM:o d m. } .aNr_. a b y 1 HIS DOCUAENI WAS /�Y /�i ■ �p C■,� C lr,atl¢tia(.iru not shrxn 5urr�Kfr. RE LEASED ON JULY 24, 2415 ELECTRIC EASEMENT BY TODD E3 TURNER R PL..S. SITUATED IN THE teague nail perkins Na 11111 FOR rFVIEW sir n e( ad svN.axa PURPOSE$ ONLY TEXAS N MEISENHAMER SURVEY, ABSTRACT NO. 810 4 . ^tnp 0.1 T 76305 ®BARO OF PROFESSIONAL CITY OF DENTON DENTON COUNTY, TEXAS F4a.asa.4l rr Iry 44f1 a®a,su24 I.LANG SURVEYING RULE wwww emylne.ssnr. GGs. t a. tt} DME13222 SHEET 5 OF 5 Rayzor Investments, Ltd. Property 000188 SECTION 3, TRACT THIRTEEN CALLED 26-466 ACRES M VOL. 1796. Pia. 601 D.R.D.C.T. Et a v 1sFr.QPER7Y l..7flE`:—. 2D DRAINAGE EASEMENT �— CSOC.NO d3 035031 R.h R D C.T. I L2 I S 66"3.339° E 535,96' STOP CITY OF DENTON SIGN I C CONC. CURB FOR STREET AND UTILITY PURPO,9ES ORDINANCE No 93. m DOC'.. NO, 9.035030 LINE BEARING I 1 EE:N:CE L2 N 88-33'39- VV 1 42.50' 100 '... NOTES: 1.. 64"'Jaga of Ilnos 0m, hewon aeC re feJanc:ed 10 Gcle North of the Te.Ras Coarc1-1. Systann N 1N3 'North Contra[ Zama: NA063(201'1) EPOCH 2010) � R tirined 1 - MV 4ioh1 Weslar Odin Sy CunN uourAy Opt= olin.g a.fu ed- � r ant SlalJons (CORSIdo Rnsg Tlnre 141 e11S11rr, (RTK).eU1od:3.. Tlrenl.loo es:. -n— PRF-70NARV TNG" QQCWFN7 SHAm, NL TRF'R't' R DF:a.4 F RNYP R Srn Amo hereon represera1 surface! valoes uNl ing an Average Corahl-Oon Factor of Sb4ALL NOT RE USED OR VIEWED OR REL (ED UPON AS A FfKAL SURVEY DOCUMENT 1 -ON 147317 to—Wi (grid Nn 3ofat1. wig /��}C 2 TNs aahibtl was prmpared Mlhwt she b-111 of a mdenA Nile ewm0mem nt. 1.360 ACRE Ad 'a ¢ 1 r JiI [ w iy end or U[nur at _rs of rtM:o d m. } .aNr_. a b y 1 HIS DOCUAENI WAS /�Y /�i ■ �p C■,� C lr,atl¢tia(.iru not shrxn 5urr�Kfr. RE LEASED ON JULY 24, 2415 ELECTRIC EASEMENT BY TODD E3 TURNER R PL..S. SITUATED IN THE teague nail perkins Na 11111 FOR rFVIEW sir n e( ad svN.axa PURPOSE$ ONLY TEXAS N MEISENHAMER SURVEY, ABSTRACT NO. 810 4 . ^tnp 0.1 T 76305 ®BARO OF PROFESSIONAL CITY OF DENTON DENTON COUNTY, TEXAS F4a.asa.4l rr Iry 44f1 a®a,su24 I.LANG SURVEYING RULE wwww emylne.ssnr. GGs. t a. tt} DME13222 SHEET 5 OF 5 Rayzor Investments, Ltd. Property 000188 Addenda Addendum D Engagement Letter 101 rr Rayzor Investments, Ltd. Property 000189 Addenda 102 Greg/Allison, Can you please do an appraisal for the attached easement. There is an existing easement that DIME will be widening., I will send the title work through a separate email from the e -builder account. The contact for Rayzor Investments is Philip Baker and his number is 940-387-8711., Please charge this one to E6029465 0059, - DMI -35,95 / OA1O / 11601 DME / US 3SO - Ronnie Brae ta North Lakes TM Line. Thanks, Nikki ZZC rr Rayzor Investments, Ltd. Property 0001,190 Addenda Addendum E Property Information 103 rr Rayzor Investments, Ltd. Property 000°1 `1 Addenda [Miron C'erlrad App3¢temd 1)kl o - ProixrlylMails The Denton Central Appraisal District is not responsible for the assessment or collection of taxes for this or any other property. If you have a question re arding your tax bill please contact the Denton County Tax Assessor Col I ector. Property ID 34793 eograhtc„ID ......... ......... At781[7A QC34„ti098 6QQ Legal Description A0814a N h. Meisenheimer, Tr 48, ............................................ 5671 Acres,_®Id 7cad.Ta;fi: Situs Address hk Bonnie Brae St Tx PrppertY.Xype.......... ......... deal Nei 9 h lra rh ood............................................. 5 FA STU R AbstracijSubd�arision ,...e.... A081QA All w2perties in A0810A l�iew Flat Owner ID ---------------------------------------------------------90526 ----------------------- owner Name --------------------------------------------- Rayz0r invLtd Percent -Ownership ----- ----- ----- ----- ----- ----- ----- ----- --1 7-0- hle71111'f AdFlr�'&.............................................. l3i]X 336 ..., ........e ......... ......... Denton T? Z6 ,f333G Taxrng ]urisdict on -s -------- ----00_5 (Denton City elf)- ..,. Gf]a1 (Denton CQus�tY): ..... ......... ......... ......... ......... S?JS (L7etit6n IS1d�:, New Restrictions on the Display of Exemption Information Details latip �c v� �i ri ,atu 4cnnjr._p Bort coni_u?ratonlMas vwwMd li)O& ear 7016&A'eirpet17911 34713&J1jo ,ny1"I7ac J? A@tt'd :1[litrOA[ 5=2 011 6 1 3( 0[ 11MI 104 rr Rayzor Investments, Ltd. Property 000`1 Addenda Denron Ccnwal anprvm/uumo'pmixunuuvls Total Improvement Value officialTimber _'_''_''_''_''_''_''_''_''_''_''_''_'-1+lSO Use Reduction S, Homestead. Cap Denton Oty Of 0.63975% S3,718.00 $25.64 N/A Denton County 0.262% S3,718.00 $974 N/A Estimated Total Taxes $92.64 DO NOIF PAY'TAXES BASED ON T�qESI ESTIMATED T.AXES- You will receive an tax bill from the appropriate agency when they are pre ared. Taxes are collected by the agency sending you the official tax bill. To see a listing of agencies that collect taxes for your property, click here The estimated taxes are provided as a courtesy and should not be relied upon in making financial or other decisions. The Denton Central Appraisal District (DCAD) does not control the tax rate nor the amount of the taxes, as that is the responsibility of each Taxing Jurisdiction. Questions about your taxes should be directed to the appropriate taxing jurisdiction. These tax estimates are calculated by usin? the taxable value as of 6: OOAK multiplied by the most current tax rate. It does not ta e into account other special or unique tax scenarios. 105 RayzorInvestments, Ltd. Property 00019-:5 Addenda om^mcmxm anj)rvig/uumo'pmNunuuvils Cropland Ii 1 19.5671 1 852,343 sq- feet 3/8/1989 Conversion Rayzor Inv Ltd Rayzor Inv Ltd 2542 -46-51 Unavai abl 1/7/1986 Conversion Rayzor, 1. Newton Rayzor Inv Ltd 1796 -601 JnavaiiablH -Senate- 113W 541 106 RayzorInvestments, Ltd. Property 000194 Addenda Herron Cernri4 .App ra saes []k1 eB - PrtNrlyDolai]s In 2005, Texas passed Senate Bill 541, which prohibits the Denton Central Appraisal District -- and every other Appraisal District in the State of Texas -- from making photographs and floorplans of property available online. Exempted from the restriction will be aerial photographs of five or more separately owned buildings.. F if f! fi l _. HB 394 restricts the appraisal district from posting information that indicates the age of a property owner, including information that a property owner is 65 years of age or older, on the appraisal district's website. https://www.dentonead.com/..pdon=com_content&task=view&id=100&Yeu=2016&PropertyII-34793&PropertyType=R&AbsCd=A0810A[2/5/2016 1:30:01 PM] 107 rr Rayzor Investments, Ltd. Property 000 19,5 Addenda [Miron C'erlrad App3¢temd 1)klno - ProixrlylMails The Denton Central Appraisal District is not responsible for the assessment or collection of taxes for this or any other property. If you have a question re arding your tax bill please contact the Denton County Tax Assessor Col I ector. Property ID 348'11 eograhtc„ID ......... ......... At781[7A QQQ„ti042 6QQ Legal Description A0814a N h. Meisenheimer, Tr -42, .................................................833,AcresvyOldyDcadeTr.ir Situs Ad_dress------------------------------------Riney-Rd_Tx_76207 PrppertY.Txpe.......... ......... Real Nei 9 h lra rh ood........ ......... ......... ....D S2 5 FA STI R AbstracijSubd�arision ,...e.... A081QA All w2perties in A0810A l�iew Flat Owner ID ---------------------------------------------------------90526 ----------------------- Owner Name --------------------------------------------- Rayz0r invLtd Percent -Ownership ----- ----- ----- ----- ----- ----- ----- ----- --f 7_0_ hle71111'f AdFlr�s.............................................. l3i]X 336 ..., ........e ......... ......... Denton T? 76 02,Q33G Taxrng ]urisdict on -s _____-_- ____C0_5 (Denton City elf)- ...... ......... ......... ......... .... GQa1 (Denton CounYYa:, ..... ......... ......... ......... ......... S?JS (LL�ertan Is1d�:, New Restrictions on the Display of Exemption Information Details latip �c v� �i ri ,atu 4cnnjr._plivrt coni_u?ratonlMas vwwMd @00& ear 7016&,Prolnn),11) 34111.1 & Pjopeny1"I7ac J? A@tt'd :108[OA[25=201161 :30:25 IM I 108 rr Rayzor Investments, Ltd. Property 000 "196 Addenda Denron Ccnwal anprvm/uumo'pmixunuuvls Total Improvement Value officialTimber _'_''_''_''_''_''_''_''_''_''_''_''_'-1+lSO Use Reduction S, Homestead. Cap 0 Denton Oty Of 0.63975% S541.00 S373 N/A Denton County 0.262% S541.00 sIA2 N/A Estimated Total Taxes $13.48 DO NOIF PAY'TAXES BASED ON T�qESI ESTIMATED T.AXES- You will receive an tax bill from the appropriate agency when they are pre ared. Taxes are collected by the agency sending you the official tax bill. To see a listing of agencies that collect taxes for your property, click here The estimated taxes are provided as a courtesy and should not be relied upon in making financial or other decisions. The Denton Central Appraisal District (DCAD) does not control the tax rate nor the amount of the taxes, as that is the responsibility of each Taxing Jurisdiction. Questions about your taxes should be directed to the appropriate taxing jurisdiction. These tax estimates are calculated by usin? the taxable value as of 6: OOAK multiplied by the most current tax rate. It does not ta e into account other special or unique tax scenarios. 109 RayzorInvestments, Ltd. Property 000197 Addenda 110 Demon Ccmrad Appraml Dkino - ProNriyDolails Native Pasture Ii 1 8-33 1 362,855 5q- feet 1 1/7/1986 1 Conversion I Ravzor, I Newton I Ravzor Inv Ltd 1 1796 -601 1 Unavailable I Subject Property Neighborhood: E4 And D1 Props Denton Unk Isd Link Link cofne pfion com cimtonlMask vwwMd @ 00&)-e',ir 7016&, Prolnn),11) 34X 11 & lljop-,nyl 51)c l?AAk,)sC'd A08 [ OA[2'5�20 16 1 :30:25I I rr Rayzor Investments, Ltd. Property 000`1 Addenda !lemon Cernu4 .App ra d [ line - P°rtNrlyDol ils Subject Property Abstract /Subdirision: A0810A Subject Property City: Denton City Of Subject Property School District. penton Link Link Link Unk Link Link Unk Link Link In 2005, Texas passed Senate Bill 541, which prohibits the Denton Central Appraisal District -- and every other Appraisal District in the State of Texas -- from making photographs and floorplans of property available online. Exempted from the restriction will be aerial photographs of five or more separately owned buildings. FIB 394 restricts the appraisal district from posting information that indicates the age of a property owner, including information that a property owner is 65 years of age or older, on the appraisal district's website. https://www.dentonead.com/..pdon=com_content&task=view&id=100&Yeu=2016&PropertyII-34811&PropertyType=R&AbsCd=A0810A[2/5/2016 1:30:25 PM] 111 rr Rayzor Investments, Ltd. Property 0001,199 Addenda f]anron C'erlrad App3¢temd 1)kl o - Proixrlyl)oTails The Denton Central Appraisal District is not responsible for the assessment or collection of taxes for this or any other property. If you have a question re arding your tax bill please contact the Denton County Tax Assessor Col I ector. Property ID 348'17 eograhtc„ID ......... ......... At781[7A QC34„ti046 6QQ Legal Description A.0814a N.h. Meisenheimer, Tr- ............................. 47� G1 A r s e9lde®cad Tr lc, e Situs Address N Bonnie Brae St Tx PrppertY.TJtpe.......... ......... deal Nei 9 h lra rh ood............................................. 5 FA STU R AbstracijSubd�arision ,...e.... A081QA All w2perties in A0810A l�iew Flat Owner ID--------------------------------------------------------------- ----------------------- 90526 owner Name --------------------------------------------- Rayz0r invLtd Percent -Ownership ----- ----- ----- ----- ----- ----- ----- ----- --1 7-0- hle71111'f AdFl6�'&.............................................. Stixip ..., ........e ......... ......... Denton T? Z6 ,f333G Taxrng ]urisdict on -s -------- ----00_5 (Denton City elf)- ..,. Gf]a1 (Denton CQus�tY): ..... ......... ......... ......... ......... S?JS (L7etit6n IS1d�:, New Restrictions on the Display of Exemption Information Details latip �c v� �i ri ,atu 4come p Bort cc7r7a_u?ratonl&las vww&ad sli)O& ear 7016&A'eirpet17913 a.1N1? ]'rcrr rCy1"I7ac 1?4A@tt'r4 :108[OA[25=2L11ri 1 1t, 5- 6' iI 112 rr Rayzor Investments, Ltd. Property 000200 Addenda Denron Ccnwal anprvm/uumo'pmixunuuvls Total Improvement Value officialTimber _'_''_''_''_''_''_''_''_''_''_''_''_'-1+lSO Use Reduction Homestead. Cap Denton Oty Of 0.63975% S1,535.00 $10.59 N/A Denton County 0.262% S1,535.00 s4M N/A Estimated Total Taxes $38.25 DO NOIF PAY'TAXES BASED ON T�qESI ESTIMATED T.AXES- You will receive an tax bill from the appropriate agency when they are pre ared. Taxes are collected by the agency sending you the official tax bill. To see a listing of agencies that collect taxes for your property, click here The estimated taxes are provided as a courtesy and should not be relied upon in making financial or other decisions. The Denton Central Appraisal District (DCAD) does not control the tax rate nor the amount of the taxes, as that is the responsibility of each Taxing Jurisdiction. Questions about your taxes should be directed to the appropriate taxing jurisdiction. These tax estimates are calculated by usin? the taxable value as of 6: OOAK multiplied by the most current tax rate. It does not ta e into account other special or unique tax scenarios. 113 RayzorInvestments, Ltd. Property 000201 Addenda 114 Denron Ccmral Appraml Dkino - ProNnyDolails Native pasture Ii 1 23-61 1 1,028,452 sq- feet 1 1/7/1986 1 Conversion I Rayzor, 3 Newton Etal I Rayzor Inv Ltd 1 1796 -601 1 Unavailable I Subject Property Neighborhood: E4 And D1 Props Denton Unk Link Link Isd Subject Property Abstract/Subdivision: A0810A link Link Link Subject Property City: Denton City Of Unk Link Link Subject Property School District: Denton Unk Link Link come pfion com cimtonlMask vw"-MdWO&Ye',ir 7016&A'rolnn),1D 1?,4,M)s(,'d A08[OA[2,,5�201(i1:1(,:5-I6l.NlI rr Rayzor Investments, Ltd. Property 000202 Addenda Herron Cernrri4 .App ra d [ line - P°rtNrlyDol ils In 2605, Texas passed 'Senate Bill 541, which prohibits the Denton Central Appraisal District -- and every other Appraisal District in the State of Texas -- from making photographs and floorplans of property available online. Exempted from the restriction will be aerial photographs of five or more separately owned buildings. Yate can ream more abort S.B. 541 here. B 394 restricts the appraisal district from posting information that indicates the age of a property owner, including information that a property owner is 65 years of age or older, on the appraisal district's website. https://www.dentonead.com/..pdon=com_content&task=view&id=100&Yeu=2016&PropertyII-34817&PropertyType=R&AbsCd=A0810A[2/5/2016 1:16:57 PM] 115 rr Rayzor Investments, Ltd. Property v Addenda [Miron C cnlra4 App3¢remd 1)kl o - ProixrlylMails The Denton Central Appraisal District is not responsible for the assessment or collection of taxes for this or any other property. If you have a question re arding your tax bill please contact the Denton County Tax Assessor Col I ector. Property ID ..... ......... ......... ......... ......... ......... 152 885 Legal Description A0810a N.h. Meisenheimer, Tr 49b, ..., ........e ......... .......... ........e ..1. 794 A r s Situs Address Tx PrppertY.TJtpe.......... ......... deal Nei 9 h lra rh ood............................................. 5 FA STU R AbstracijSubd�arision ,...e.... A081QA All w2perties in A0810A l�iew Flat Owner ID ---------------------------------------------------------90526 ----------------------- Owner Name --------------------------------------------- Rayz0r 1nvLtd Percent -Ownership ----- ----- ----- ----- ----- ----- ----- ----- --1 7-0- hle71111'f AdFlr�'&.............................................. l3i]X 336 ..., ........e ......... ......... Denton T? 76 02,Q33G Taxing ]urisdict on -s -------- ----00_5 (Denton City elf)- ...... ......... ......... ......... .... GQa1 (Denton CounYYa:, ..... ......... ......... ......... ......... S?JS (LL�ertan Is1d�:, New Restrictions on the Display of Exemption Information Details lazip �c v� �i n ,aru 4conle Nron c0171 wrn:crrlMa'sk Vw &id °100&Y;.ar 2016MIrcrlmlyll7 J? Abs'd :1[litriA[ 5=201161 29:3311MJ 116 rr Rayzor Investments, Ltd. Property 00020.. Addenda Denron Ccnwad anprvm/uumo'pmixunuuvls Total Improvement Value officialftricultural _'_''_''_''_''_''_''_''_''_''_''_''_'-1+lSO Use Reduction Timber Use Reduction Homestead. Cap Denton Oty Of 0.63975% S205.00 SlAl N/A Denton County 0.262% S205.00 $054 N/A Estimated Total Taxes $5.11 DO NOIF PAY'TAXES BASED ON T�qESI ESTIMATED T.AXES- You will receive an tax bill from the appropriate agency when they are pre ared. Taxes are collected by the agency sending you the official tax bill. To see a listing of agencies that collect taxes for your property, click here The estimated taxes are provided as a courtesy and should not be relied u making financial or other decisions. The Denton Central Appraisal District (�'CnADn) does not control the tax rate nor the amount of the taxes, as that is the responsibility of each Taxing Jurisdiction. Questions about your taxes should be directed to the appropriate taxing jurisdiction. These tax estimates are calculated by usin? the taxable value as of 6: OOAK multiplied by the most current tax rate. It does not ta e into account other special or unique tax scenarios. 117 RayzorInvestments, Ltd. Property 00020,51 Addenda 118 Demon Ccnwal Appraml Dkino - ProNnyDolmls Cropland Ii 1 1-0794 1 47,018 sq- feet 1 3/4/1991 1 Quit Claim Deed I Denton, City Of I Rayzor Inv Ltd 1 2935-537 1 Unavailable I Subject Property Neighborhood: E4 And D1 Props Denton Unk Link Link Isd Subject Property Abstract/Subdivision: AGS10A Unk Link Link Subject Property City: Denton City Of Unk Link Link Subject Property School District: Denton Unk Link Link conle fion 00111 wIlIC11Wfiskuj did 100&Y -.'u 20]6&11rolxny11) J?AAk,)sC'(1 AOMOA[2'5�20161:293311MJ rr Rayzor Investments, Ltd. Property 000206 Addenda Herron Cernrri4 .App ra d [ line - P°rtNrlyDol ils In 2605, Texas passed 'Senate Bill 541, which prohibits the Denton Central Appraisal District -- and every other Appraisal District in the State of Texas -- from making photographs and floorplans of property available online. Exempted from the restriction will be aerial photographs of five or more separately owned buildings. Yate can ream more abort S.B. 541 here. B 394 restricts the appraisal district from posting information that indicates the age of a property owner, including information that a property owner is 65 years of age or older, on the appraisal district's website. https://www.dentonead.com/..donFcom_content&task=view&id=100&Year=2016&PropertyII-162886&PropertyType=R&AbsCd=A0810A[2/5/2016 1:29:33 PM] 119 rr Rayzor Investments, Ltd. Property 7 Addenda Marron C cnwal .App ram] l]s,ar o - PrtNnyDe mIs The Denton Central Appraisal District is not responsible for the assessment or collection of taxes for this or any other property. If you have a question re arding your tax bill please contact the Denton County Tax Assessor Col Lector. Property ID ..... ......... ......... ......... ......... ......... 152 895 eograhic„ID .....,... SDOQI9A 0[7,{i00,1 ©0tl4,ti001 6i8QZ Legal Description North Lakes Fire Station Addn Bilk. 1 ..., ........e ......... .......... ........e ......... Lot. (pt Situs Address Tx PrppertY.TJtpe.......... ......... deal II p- pestiesein SDOG19,A .e... ..e.....e e.....e.. ....e.... ..e.....e e.....e. Viev� Plat Owner IQ.. 90526 Own er,14ame percent 0wvnership ----- ----- ----------------------------- ----- ----- ----- ----- ----- ----- --100 Mailjng_ Address ----- ----- ----- ----- ----- ----- ----- --Po Box_336 ----------------------------------------------------- Denton TX 75202 0335 Taxmg,]ur sdEctcngs ....,.... . CQSL?ea tan Cr�Y..P! .......................................................G 01 C entc o1 C �untY]. ----__---__---__---__---__---__---__---__---__---_-_-_S05 Denton_ Isdj_ Exemptions ......... ......... ...N1A view.l!?.P... ......... ......... C7�r7tbi7 CAtJ C;1S. New Restrictions on the Display of Exemption Information Details ]aztp c ci rr[r,azu z4conle sonC. can conicazWisk view&i(iTMiUMYmr 2016MIrofmilyll] rt, K'X,&Pnojx,,rl 1}7a� fi&:TvC(I SIJUUI9A[2;,iUld 9 2 E'h1J 120 rr Rayzor Investments, Ltd. Property 000208 Addenda 121 Denron Ccnwul Appraml Disino - ProNnyDolails Total Improvement Value Tax Rate Per $1 - 0 0.68975% t+dxahlo Value $37.00 Estimated Taxes $026 Land.HomesiteValue ............................................ ................... ......... al.�q -Land --Non---Ho-m-e-s-ite-Value------------------------------------{{f S0 $0AO N/A Denton ISD 1.54% $37.00 SO.57 Agricultural Use Reduction Estimated Total Taxes Timber Use ReductionyF $0-93 Homestead -Cap -what's this? ----------------------------------- (-)--so AssessedValue___________________________-____-____-____-__i -i_s37 amity Name i Denton City Of Tax Rate Per $1 - 0 0.68975% t+dxahlo Value $37.00 Estimated Taxes $026 Tax Ceiling Amount N/A Denton County 0.2621/o $37.00 $0AO N/A Denton ISD 1.54% $37.00 SO.57 N/A Estimated Total Taxes $0-93 Do 11,,iCT PAY TAXES SiASCID ON THESE ESTIMATED TAXES- You will receive an official tax bill from the appropriate agency when they are pre 'Fiared. Taxes are collected by the agency sending you the official tax bill. To see a haling of agencies that collect taxes for your property, click here The estimated taxes are provided as a courtesy and should not be relied u making financial or other decisions. The Denton Central Appraisal District (UC"r AD) does not control the tax rate nor the amount of the taxes, as that is the responsibility of each Taxing Jurisdiction. Questions about your taxes should be directed to the ap ropriate taxing jurisdiction. These tax estimates are calculated by using the taxable value as of 6: OOAK multiplied by the most current tax rate. It does not take into account other special or unique tax scenarios, wfile ion coln 0('11[CIII&IISk Oew&i(l 100&)-wur 2016MIrofmilyll.), pt, 2K'X,&Projx,,rly[}T)� K&AhsCA rr Rayzor Investments, Ltd. Property 000209 Addenda 122 Deriron Ccnwal .App raml Disino - ProNnyDolails 991 1 Quit Claim Deed I Denton, City Of I Rayzor- Inv Ltd 2935-537 Unavailable Subject Property Abstract /Su bd ivisio n: SDO019A Unk Link Link Subject Property City: Denton City Of Unk Link Link Subject Property School District. Denton Link Link Link In 2005, Texas passed Senate Bill 541, which prohibits the Denton Central Appraisal District -- and every other Appraisal District in the State of Texas -- from making photographs and floorplans of property available online. Exempted from the restriction will be aerial photographs of five or more separately owned buildings. conle ioll c(1111 conicnWisk view&id 100&)-wur 2016MIrofmilyll.), rt, 2K'XMlrojx,,rly[}T)� R&MxCd rr Rayzor Investments, Ltd. Property 0002 "10 =11� Year 2015 11"provemoot(s) $0 Land $5,041 Market $5,041 Appraised $37 ASS"sod $37 2014 so $3,892 $3,892 $38 $38 2013 2012 2011 1 2010 $0 so $0 $0 53,892 $3,892 $3,892 $3,892 53,892 $3,892 $3,892 1 $3,892 532 $33 $33 $33 $32 $33 $33 $33 2009 $0 $3,892 $3,892 $38 $38 2008 so $8,476 $8,476 $38 $38 2007 2006 2005 1 2004 $0 so $0 $0 58,476 $80476 $8,476 $8,476 58,476 $80476 $8,476 $8,476 541 $41 $41 $41 $41 $41 $41 $41 2003 so $8,476 $8,476 $41 $41 2002 $o $8,476 $8,476 $44 $44 2001 $0 58,476 $8,476 $45 1 $45 991 1 Quit Claim Deed I Denton, City Of I Rayzor- Inv Ltd 2935-537 Unavailable Subject Property Abstract /Su bd ivisio n: SDO019A Unk Link Link Subject Property City: Denton City Of Unk Link Link Subject Property School District. Denton Link Link Link In 2005, Texas passed Senate Bill 541, which prohibits the Denton Central Appraisal District -- and every other Appraisal District in the State of Texas -- from making photographs and floorplans of property available online. Exempted from the restriction will be aerial photographs of five or more separately owned buildings. conle ioll c(1111 conicnWisk view&id 100&)-wur 2016MIrofmilyll.), rt, 2K'XMlrojx,,rly[}T)� R&MxCd rr Rayzor Investments, Ltd. Property 0002 "10 Addenda flenrm Cetito4 .App rad d [ line - PrtNrlyDetrils You can read more about SA 541 here. HB 394 restricts the appraisal district from posting information that indicates the age of a property owner, lncludinq information that a property owner is 65 years of age or alder, on the appraisal district's website. htlps://www.dentonead.com/..ionFcom_content&task—view&id=100&Year--2016&PropertyID=162896&ProperCyType=R&AbsCd=SD0019A[2/5/2016 1:27:57 PM] 123 rr Rayzor Investments, Ltd. Property 000211 EXHIBIT "p" ELECTRIC EASEMENT RESERVATION City of Denton Tract BEING a 0.491 acre tract of land situated in the N. Meisenhamer Survey, Abstract No. 810, City of Denton, Denton County, Texas, and being part of a called 1.334 acre tract of land described in a Deed to the City of Denton, Texas, as recorded in Document No. 2016-25144 of the Official Records of Denton County, Texas, and being more particularly described as follows: COMMENCING at a 1/2 inch iron rod found for corner in the East line of Bonnie Brae Street (a variable width right-of- way), said point being the Southwest corner of the above cited 1.334 acre tract, said point also being in the North line of a called 26.466 acre tract of land described as Section 3, Tract Thirteen in a Deed to Rayzor Investments, Ltd., as recorded in Volume 1796, Page 601 of the Deed Records of Denton County, Texas, from which the Northwest corner of said 26.466 acre tract bears North 89°27'53" West a distance of 1.65 feet; THENCE South 89°27'53" East along the South line of said 1.334 acre tract and the North line of said 26.466 acre tract, for a distance of 23.35 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner at the POINT OF BEGINNING for the herein described easement; THENCE North 00°27'15" East departing the South line of said 1.334 acre tract and the North line of said 26.466 acre tract, for a distance of 178.53 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner; THENCE North 45°34'43" East for a distance of 28.22 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner; THENCE South 89°17'49" East for a distance of 232.80 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner in the East line of said 1.334 acre tract, said point also being in the West line of Lot One, Block One per the Final Plat of B.F. Price Addition, as recorded in Cabinet C, Page 126 of the Plat Records of Denton County, Texas, from which a 5/8 inch iron rod with cap stamped "TNP" found for the Northeast corner of said 1.334 acre tract bears North 00°35'11" East a distance of 12.88 feet; THENCE South 00°35'11" West along the East line of said 1.334 acre tract and the West line of said Lot One, for a distance of 62.50 feet to a point for corner, from which a 1/2 inch iron rod with cap stamped "Alliance" found for the Southeast corner of said 1.334 acre tract and the Southwest corner of said Lot One bears South 00°35'11" West a distance of 135.29 feet; THENCE North 89°17'49" West departing the East line of said 1.334 acre tract and the West line of said Lot One, for a distance of 210.16 feet to a point for corner; THENCE South 00°27'15" West for a distance of 135.91 feet to a point for corner in the South line of said 1.334 acre tract and the North line of said 26.466 acre tract; THENCE North 89°27'53" West along the South line of said 1.334 acre tract and the North line of said 26.466 acre tract, for a distance of 42.50 feet to the POINT OF BEGINNING, and containing 0.491 acres of land, more or less. NOTE. Bearings are referenced to grid north of the Texas Coordinate System of 1983 (North Central Zone, NAD83(2011) Epoch 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (CORS) via Real Time Kinematic (RTK) survey methods. Distances represent surface values utilizing an average combination scale factor of 1.000147317 to scale from grid to surface. Todd B. Turner, R.P.L.S. No. 4859 Teague Nall & Perkins 1517 Centre Place Drive, Suite 320 Denton, Texas 76205 940-383-4177 Date: May 16, 2016 0. 491 Acre Electric Easement Reservation - City of Denton Tract Page 1 of 2 00021 12' RIGHT LANE MUST TURN 2 I 12' IRF (CM) Y/ 0 W � O W m . Q ®� W NOTES: NORTH LAKES SUBSTATION ADDITION DOC. NO. 2015-148 U V P.R.D.C.T. eL6 P �a LOT 3 LOT 1 �ozogDO U� vl DO �4 VV9 tog NG RIGHT-0FWAY LINKFENCE PER JUDGEMENT VOL. 524, PG. 119 r. D.R.D.C.T. RIN Ate, (VARIABLE WIDTH RIGHT-OF-WAr SPEED LIMIT SIGN ©CAN n: ,h _ S 89017'49" E 232.80' G4 TELE,JyI WOOD M PP EXISTING 15' GTE SOUTHWEST EASEMENT VOL. 3079, PG. 632 D.R.D.C.T. EXISTING 15 ELECTRIC EASEMENT VOL..R.D PG.C.T 765 ri, D.R.D.C.T. 0 60 120 SCALE: I"= 60' 1. Bearings of lines shown hereon are referenced to Grid North of the Texas Coordinate System of 1983 (North Central Zone: NAD83(2011) EPOCH 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (CORS) via Real Time Kinematic (RTK) methods. The distances shown hereon represent surface values utilizing an Average Combination Factor of 1.000147317 to scale from grid to surface. 2. This survey was prepared with benefit of that certain Title Commitment, GF No. 156339, with effective date of February 9, 2016, provided by Title Resources Guaranty Company. For easements, rights-of-way and/or other matters of record that may affect this tract, the surveyor relied solely on said title commitment. tea eue nall & perkins 1517 Centre Place Drive, Suite 320 Denton, Texas 76205 s 940.383.4177 ph 940.383.8026 Ix �\ tnp www.tnpinc.com T.B.P.L.S. Firm No. 10011601 OF g ....va:.......... TODD B. TURNER ..y ......................... 4859 �? Be S SUR�E�o ]ARB WIRE FENCE X x— SURVEYLINE ASPHALT •/ 5/8'GRF (NPP' ./. ./ PAVEMENT/ --12.88' LOT ONE BLOCK ONE Cl) B.F. PRICE ADDITION N CAB. C, PG. 126 L6 P.R.D.C.T. a go „r` w O lJ 0 a 12' CIRF ALLIANCE' LEGEND A CALCULATED POINT O 1/2 IRON ROD FOUND UNLESS NOTED OTHERWISE ® 5/8 CAPPED IRON ROD STAMPED'TNP" SET (cm) CONTROLLING MONUMENT E❑ ELECTRIC METER (EM) POWER POLE (PP) a UTILITY SIGN UNLESS NOTED OTHERWISE O.R.D.C.T. OFFICIAL RECORDS DENTON COUNTY TEXAS P.R.D.C.T. PLAT RECORDS DENTON COUNTY TEXAS D.R.D.C.T. DEED RECORDS DENTON COUNTY TEXAS EASEMENT BOUNDARY PROPERTY LINE EXISTING EASEMENT LINE APPROXIMATE SURVEY LINE —OHE— — —OHE— — — EXISTING OVERHEAD ELECTRIC LINE LINE TABLE LINE BEARING DISTANCE L1 N 4534'43" E 28.22' L2 I N 89'27'53" W 42.50' EXHIBIT "B" ELECTRIC EASEMENT RESERVATION BEING 0.491 ACRES SITUATED IN THE N. MEISENHAMER SURVEY, ABSTRACT NO. 810 CITY OF DENTON, DENTON COUNTY, TEXAS DME13222 '2 OF 2 LO ..N W 89017'49" W 210.16' lqyF� CITY OF DENTON C LO ` CALLED 1.334 ACRES "Clyl-I M DOC. NO. 2016-25144 \ 'r O �RD.C.T. O Z �- _ WOOD DRIVE PROPANE BLDG T TANK — BAR�W/RE FENCE/ i rte+ N -1 PP _ 32.4' ® FRAME WOOD CD HOUSE DECK Y N 0DOG RAVEL ., RIVE r c EM PEN WOOD M77: nt WIREFENCE BLDG 23.35, L2 S 8902753"E 209.84' �i I PP POINT OF I BEGINNING RAYZOR INVESTMENTS, LTD. SECTION 3, TRACT THIRTEEN P r� CALLED 26.466 ACRES P VOL. 1796, PG. 601 D.R.D.C.T. G4 TELE,JyI WOOD M PP EXISTING 15' GTE SOUTHWEST EASEMENT VOL. 3079, PG. 632 D.R.D.C.T. EXISTING 15 ELECTRIC EASEMENT VOL..R.D PG.C.T 765 ri, D.R.D.C.T. 0 60 120 SCALE: I"= 60' 1. Bearings of lines shown hereon are referenced to Grid North of the Texas Coordinate System of 1983 (North Central Zone: NAD83(2011) EPOCH 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (CORS) via Real Time Kinematic (RTK) methods. The distances shown hereon represent surface values utilizing an Average Combination Factor of 1.000147317 to scale from grid to surface. 2. This survey was prepared with benefit of that certain Title Commitment, GF No. 156339, with effective date of February 9, 2016, provided by Title Resources Guaranty Company. For easements, rights-of-way and/or other matters of record that may affect this tract, the surveyor relied solely on said title commitment. tea eue nall & perkins 1517 Centre Place Drive, Suite 320 Denton, Texas 76205 s 940.383.4177 ph 940.383.8026 Ix �\ tnp www.tnpinc.com T.B.P.L.S. Firm No. 10011601 OF g ....va:.......... TODD B. TURNER ..y ......................... 4859 �? Be S SUR�E�o ]ARB WIRE FENCE X x— SURVEYLINE ASPHALT •/ 5/8'GRF (NPP' ./. ./ PAVEMENT/ --12.88' LOT ONE BLOCK ONE Cl) B.F. PRICE ADDITION N CAB. C, PG. 126 L6 P.R.D.C.T. a go „r` w O lJ 0 a 12' CIRF ALLIANCE' LEGEND A CALCULATED POINT O 1/2 IRON ROD FOUND UNLESS NOTED OTHERWISE ® 5/8 CAPPED IRON ROD STAMPED'TNP" SET (cm) CONTROLLING MONUMENT E❑ ELECTRIC METER (EM) POWER POLE (PP) a UTILITY SIGN UNLESS NOTED OTHERWISE O.R.D.C.T. OFFICIAL RECORDS DENTON COUNTY TEXAS P.R.D.C.T. PLAT RECORDS DENTON COUNTY TEXAS D.R.D.C.T. DEED RECORDS DENTON COUNTY TEXAS EASEMENT BOUNDARY PROPERTY LINE EXISTING EASEMENT LINE APPROXIMATE SURVEY LINE —OHE— — —OHE— — — EXISTING OVERHEAD ELECTRIC LINE LINE TABLE LINE BEARING DISTANCE L1 N 4534'43" E 28.22' L2 I N 89'27'53" W 42.50' EXHIBIT "B" ELECTRIC EASEMENT RESERVATION BEING 0.491 ACRES SITUATED IN THE N. MEISENHAMER SURVEY, ABSTRACT NO. 810 CITY OF DENTON, DENTON COUNTY, TEXAS DME13222 '2 OF 2 EXHIBIT "A" RIGHT-OF-WAY RESERVATION City of Denton Tract BEING a 0.190 acre tract of land situated in the N. Meisenhamer Survey, Abstract No. 810, City of Denton, Denton County, Texas, and being part of a called 1.334 acre tract of land described in a Deed to the City of Denton, Texas, as recorded in Document No. 2016-25144 of the Official Records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a 1/2 inch iron rod found for corner in the East line of Bonnie Brae Street (a variable width right-of- way), said point being the Southwest corner of the above cited 1.334 acre tract, said point also being in the North line of a called 26.466 acre tract of land described as Section 3, Tract Thirteen in a Deed to Rayzor Investments, Ltd., as recorded in Volume 1796, Page 601 of the Deed Records of Denton County, Texas, from which the Northwest corner of said 26.466 acre tract bears North 89°27'53" West a distance of 1.65 feet; THENCE North 00°36'10" East along the East line of said Bonnie Brae Street, for a distance of 210.92 feet to a 1/2 inch capped iron rod found for corner at the intersection of the East line of said Bonnie Brae Street with the South line of Riney Road (a variable width right-of-way), said point being the Northwest corner of said 1.334 acre tract; THENCE South 89°24'49" East along the South line of said Riney Road, for a distance of 275.64 feet to a 5/8 inch iron rod with cap stamped "TNP" found for the Northeast corner of said 1.334 acre tract; THENCE South 00'35'11" West departing the South line of said Riney Road, and along the East line of said 1.334 acre tract, passing the Northwest corner of Lot One, Block One per the Final Plat of B.F. Price Addition, as recorded in Cabinet C, Page 126 of the Plat Records of Denton County, Texas, at a distance of 10.00 feet, and continuing along the East line of said 1.334 acre tract and the West line of said Lot One, for a total distance of 12.88 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner, from which a 1/2 inch iron rod with cap stamped "Alliance" found for the Southeast corner of said 1.334 acre tract and the Southwest corner of said Lot One bears South 00°35'11" West a distance of 197.79 feet; THENCE North 89°17'49" West departing the East line of said 1.334 acre tract and the West line of said Lot One, for a distance of 232.80 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner; THENCE South 45°34'43" West for a distance of 28.22 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner; THENCE South 00°27'15" West for a distance of 178.53 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner in the South line of said 1.334 acre tract and the North line of said 26.466 acre tract; THENCE North 89'27'53" West along the South line of said 1.334 acre tract and the North line of said 26.466 acre tract for a distance of 23.35 feet to the POINT OF BEGINNING, and containing 0.190 acres of land, more or less. NOTE: Bearings are referenced to grid north of the Texas Coordinate System of 1983 (North Central Zone; NAD83(2011) Epoch 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (CORS) via Real Time Kinematic (RTK) survey methods. Distances represent surface values utilizing an average combination scale factor of 1.000147317 to scale from grid to surface. cn .T E.Todd B. Turner, R.P.L.S. No. 4859Teague Nall & Perkins1517 Centre Place Drive, Suite 320 iuDenton, Texas 76205 °"'59940-383-4177Date: May 16, 2016SSR' 0.190 Acre Right -of -Way Reservation - City of Denton Tract Page 1 of 2 000214 [� }O NORTH LAKES p SUBSTATION ADDITION o V� DOC. NO. 2015-148 o P.R.D.C.T. OGKP O e� �a LOT3 LOT (1o�'ov0� QEXISTING R1GHT-0E-WAY Q p CHAINLINKFENCE Inn EXISTING 15' ELECTRIC EASEMENT o vU PER JUDGEMENT VOL. 524, PG. 119 q ap D.R.D.C.T. RINEY ROA® Q — — �1 (VARIABLE WIDTH RIGHT-OF-WAY) 1/1'CIRF=. ,. SPEED n nnewAo�we. r - ._._ w�.w .. .......... s/Gn r•,,•,iI " SIGN7 v V.7 L -t -'F.7 G 4 I 0.11l RIGHT LANE 12.88' L2 - MUS' TURN' (CMI -s- .. , ., W � N 89017149" W 232.80' N89.W- 1.65` SECTION 3, TRACT THIRTEEN W y 2 CALLED 26.466 ACRES W I I P VOL. 1796, PG. 601 RIGHT-OF-WAY 3 I D.R.D.C.T. RESERVATION h 0.190 ACRES P N fie\ W CITY OF DENTON r f\ \ CALLED 1.334 ACRES O �Oy DOC. NO. 2016-25144 �41 r ( f\ O.R.D.C.T. \ �W (Q z z F\ M STORM \ PPA'P . . SHEL7ER O Z tV DRIVE... PROPANE BLDG O TANK� O —x BARBWIREFENCE W�D 55 MB NE zit WOO FRAME K ' X HOUSE . . O©".. DOG CONC § L _ EM .. . ,.._. PEN DRIVF, f+§� }` :: .. LOG'In E. _... .::. ..., WIRE FENCE POINT OF1 L3 S 8902753"E 252.34' BEGINNING BEARING " I X S 00'35'11" W 12.88' L2 PP ORNTH WESTCORNER 28.22' (CMI N 89'27'53" W VOL 1796, PG. 601 BEARS RAYZOR INVESTMENTS, LTD. N89.W- 1.65` SECTION 3, TRACT THIRTEEN W y 2 CALLED 26.466 ACRES W I I P VOL. 1796, PG. 601 3 I D.R.D.C.T. FO ?"-' =GT#�Mcl EXISTING 15' GTE SOUTHWEST EASEMENT Q I VOL. 3079, PG. 632 .7 I D.R.D.C.T. m = EXISTING 15' ELECTRIC EASEMENT VOL. 519, PG. 165 {V W I D.R.D.C.T. 0] CM 0 60 120 NOTES: SCALE: 1" = 60' 1. Bearings of lines shown hereon are referenced to Grid North of the Texas Coordinate System of 1983 (North Central Zone: NAD83(2011) EPOCH 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (CORS) via Real Time Kinematic (RTK) methods. The distances shown hereon represent surface values utilizing an Average Combination Factor of 1.000147317 to scale from grid to surface. 2. This survey was prepared with benefit of that certain Title Commitment, GF No. 156339, with effective date of February 9, 2016, provided by Title Resources Guaranty Company. For easements, rights-of-way and/or other matters of record that may affect this tract, the surveyor relied solely on said title commitment. teague nail & perkins 1517 Centre Place Drive, Suite 320 np Denton, Texas 76205 _.� 940.383.4177 ph 940.383.8026 f. z:" ww.tnpinacom T.B.P.L.S. Firm No. 10011601 �P w LEGEND A, CALCULATED POINT O 112 IRON ROD FOUND UNLESS NOTED OTHERWISE ® 5/8 CAPPED IRON ROD STAMPED -FNP" SET (CM) CONTROLLING MONUMENT E❑ ELECTRIC METER (EM) POWER POLE (PP) UTILITY SIGN UNLESS NOTED OTHERWISE O.R.D.C.T. OFFICIAL RECORDS DENTON COUNTY TEXAS P.R.D.C.T. PLAT RECORDS DENTON COUNTY TEXAS D.R.D.C.T. DEED RECORDS DENTON COUNTY TEXAS EASEMENT BOUNDARY PROPERTY LINE EXISTING EASEMENT LINE APPROXIMATE SURVEY LINE —OHE— — —OHE— — — EXISTING OVERHEAD ELECTRIC LINE TODD B. TURNER ..y ....................... =. 0 4859 0FE S S No O� 9ti0 OSUR`�� LINE TABLE LINE BEARING DISTANCE L1 S 00'35'11" W 12.88' L2 S 45'34'43" W 28.22' 1 3 N 89'27'53" W 23.35' EXHIBIT n " RIGHT-OF-WAY RESERVATION BEING 0.190 ACRES SITUATED IN THE N. MEISENHAMER SURVEY, ABSTRACT NO. 810 CITY OF DENTON, DENTON COUNTY, TEXAS DME13222 0011ALET 2 OF 2 City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-131, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: February 21, 2017 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a contract for the acquisition of (1) trommel, (1) sorting station, (1) mobile horizontal high speed grinder and (1) mobile slow speed shredder for use in landfill mining operations by the City of Denton Solid Waste Department; and providing an effective date (File 6212 -awarded to multiple vendors in the amount not to exceed $1,905,610). The Public Utilities Board recommends approval (5-0). FILE INFORMATION The City of Denton Solid Waste and Recycling Department began mining an old landfill cell during the spring of 2016. The purchase of the sorting station, trommel, mobile slow -speed shredder and a mobile horizontal high speed grinder will enable staff to process commodities that will be recovered during the approved mining operations, along with building materials recovery (BMR) processing operations to meet State and local recycling and waste diversion goals. This equipment will assist in the recovery of different commodities including wood, cardboard, metal, plastics, various bulky items, mattresses, yard trimmings, commercial and demolition (C&D) materials and various materials recovered from the operations. This operation will be conducted in phases with additional equipment scheduled for acquisition in the next five (5) years. An equipment schedule showing the breakdown of equipment is included as Exhibit 1. The trommel will be used to separate the dirt from the municipal solid waste that will be excavated during the mining operation. Once the material is processed through the trommel it will be conveyed onto the sorting station where staff will separate the recyclables into different roll off containers placed directly below the equipment. In 2016, staff received a $200,000 grant from North Central Texas Council of Governments (NCTCOG), to provide partial funding to purchase a mobile slow -speed shredder and a mobile high speed grinder which will enable the Solid Waste and Recycling Department to achieve greater efficiencies and materials reduction in processing mattresses, various bulky items, yard trimmings and C&D materials. The shredder will separate recyclable materials in mattresses and various bulky items to facilitate their recovery. These materials include interior metal springs, cotton fibers and wood. The metal will be recycled through the local commodity market, cotton fibers will be used for bio -reactor feedstock, and the wood will be further processed with the high speed grinder to a 4" minus material to be used for compost or fuel feedstock. The high speed grinder will process yard trimmings and various C&D material that are collected during the BMR and mining operations. The processed material will be used in various applications such as erosion control City of Denton Page 1 of 3 Printed on 2/17/2017 povveied by I_egivt9i IN File #: ID 17-131, Version: 1 materials, mulch product production for retail and wholesale marketing and feedstock for the composting operation. The City of Denton Solid Waste and Recycling Department will fund the non -grant funded portion of the costs to purchase and deliver the shredder and grinder using Solid Waste & Recycling bond funding. Request for Proposals were sent to 48 prospective suppliers. In addition, specifications were placed on the Purchasing website for prospective suppliers to download. Nine proposals were received but some vendors did not provide pricing for all four items. Proposals were evaluated based upon published criteria, including price, delivery, compliance with specifications, and probable performance by the supplier. Each of the four pieces of equipment was evaluated and scored separately by a committee comprised of Solid Waste, Fleet and Purchasing staff. The committee recommends award of the equipment to the vendors shown on Exhibit 2 as providing the best value for the City. Exhibit 1 does not include vendors that did not provide pricing for that specific item. The lower priced vendors shown for the Item 2-Trommel did not meet specifications that are required by the existing landfill mining permit. For Item 3 -Slow Speed Shredder and Item 4 -Grinder, the low bid machines did not meet the minimum horsepower specifications required by the mining operation. RECOMMENDATION Award the purchase of mining equipment to multiple vendors as shown on Exhibit 1 in the amount not -to - exceed $1,905,610. PRINCIPAL PLACE OF BUSINESS Powerscreen Texas, Inc. McCourt & Sons Equipment, Inc. Rotochopper Inc. La Grange, TX La Grange, TX St Martin, MN ESTIMATED SCHEDULE OF PROJECT The purchase and delivery the equipment will occur within 90 days of purchase order issuance. FISCAL INFORMATION The equipment will be funded from various Solid Waste Capital Fund accounts. The City of Denton will be reimbursed for $200,000 of the cost of the shredder and grinder through a reimbursement grant from the North Central Texas Council of Governments. The account numbers and requisitions for each item are listed on Exhibit 3. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Sustainable & Environmental Stewardship Related Goal: 5.6 Promote sustainable materials resource management City of Denton Page 2 of 3 Printed on 2/17/2017 povveied by I_egist9i I;, File #: ID 17-131, Version: 1 EXHIBITS Exhibit 1: Landfill Mining Equipment Schedule Exhibit 2: Evaluation and Ranking Sheet Exhibit 3: Equipment Funding List Exhibit 4: PUB Minutes Exhibit 5: Ordinance Respectfully submitted: Ethan Cox, 349-7421 Customer Service Manager For information concerning this acquisition, contact: Terry Kader at 349-8729. City of Denton Page 3 of 3 Printed on 2/17/2017 povveied by I_egist9i I;, EXHIBIT 1 Mining Capital Improvement Program (CIP) FY 2017 * MB Mining Material Diversion Equipment Addition 43 $ 2,150,000 ST * MB 100 Yard Trailers Addition 13 $ 180,000 MT * MB Track Loader Addition 43 $ 500,000 ST MB Mobile Light Power Plants Addition 13 $ 30,000 ST MB Roll -Off Containers Addition 43 $ 50,000 ST MB Excavator Addition 43 $ 380,000 ST MB Articulated Dump Truck Addition 43 $ 580,000 ST MB Mining Wind Fences Addition 43 $ 100,000 R $ 3,970,000 FY 2018 MB Roll -Off Containers Addition 43 $ 10,000 ST MB Mining Material Diversion Equipment Addition 43 $ 400,000 ST MB Yard Mule SW07102 43 $ 100,000 ST MB 100 Yard Trailers SW0790 43 $ 90,000 ST MB Dozer SW 1102 43 $ 400,000 ST $ 1,000,000 FY 2019 FY 2020 FY 2021 MB Excavator SW15111 43 $ 500,000 ST MB Mining Material Diversion Equipment addition 43 $ 400,000 ST $ 900,000 MB Articulated Truck SW15112 13 $ 400,000 ST MB Mining Material Diversion Equipment addition 43 $ 400,000 ST MB Conveyors Replacement 43 $ 150,000 ST $ 950,000 MB Shredder Replacement 43 $ 600,000 ST MB Mining Material Diversion Equipment addition 43 $ 400,000 ST MB Odor Control System Replacement 43 $ 150,000 RF $ 1,150,000 $ 7,970,000 * Currently working with purchasing/fleet to purchase. d d t Y bJDm W M C m C O M W N N �o 0 W m o n o w s _ Y � c w E v m o a m o N a m c � w W - n m o w O � � en N z + n 0 3 t7 0 0 � z K o O ' n o m o 0 (A 1l1 N N N N z �a g w w� F ++ J i G/ E Q. .3 cr W to i .C� G .a R J N r -I N �D a um oc OO O O O O O O -i c -I c -I c -I O O O O M M M M LfI LfI LfI LfI Ln Ln Ln Ln M M M M ri ri ri ri Ln Ln Ln Ln Ln Ln Ln Ln �# Ol Ol Ol Ol c N �t l0 Ln 3 N N to to O to to rl c -I u O O O O c7 110 110 k.0 k.0 Q l0 to to to U U C C C C CC C C _Q _Q U C: 7 7 VIW W XLn Ln C C jN O O C: H N N C -a - L N C C N m m Q L U L L O O -r- r-0 3 U U O U U 0 > a 2 2 O �t �o O O �o Rt O O N Rt m M M M Lr m l0 c-1 M c-1 M to I- U O {/)- {/)- {/)- {/)- O , O _ L i tw E -0 a) +� E N L O L IInn 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 EXHIBIT 4 DRAFT MINUTES PUBLIC UTILITIES BOARD Monday, February 13, 2017 9:00a.m. Service Center Training Room After determining that a quorum of the Public Utilities Board of the City of Denton, Texas is present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on Monday, February 13, 2017 at 9:00a.m. in the Service Center Training Room at the City of Service Center, 901 A Texas Street, Denton, Texas. Present: Chair Randy Robinson, Vice Chair Susan Parker, Charles Jackson, Lilia Bynum, Brendan Carroll, and Allen Bishop Ex Officio Members: Todd Hileman, City Manager and Howard Martin, ACM Utilities Absent: Barbara Russell OPEN MEETING CONSENT AGENDA D. PUB17-030 - Consider recommending approval of a contract for the acquisition of (1) trommel, (1) sorting station, (1) mobile horizontal high speed grinder and (1) mobile slow speed shredder for use in landfill mining operations by the City of Denton Solid Waste Department; and providing an effective date (File 6212 -awarded to multiple vendors in the amount not to exceed $1,905,610). Board Member Parker motioned to approve item D, second by Board Member Bishop. Vote 5-0 approved. Adjournment 9:40 a.m. EXHIBIT 5 ORDINANCE NO. 2017 - AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A CONTRACT FOR THE ACQUISITION OF (1) TROMMEL, (1) SORTING STATION, (1) MOBILE HORIZONTAL HIGH SPEED GRINDER AND (1) MOBILE SLOW SPEED SHREDDER FOR USE IN LANDFILL MINING OPERATIONS BY THE CITY OF DENTON SOLID WASTE DEPARTMENT; AND PROVIDING AN EFFECTIVE DATE (FILE 6212 -AWARDED TO MULTIPLE VENDORS IN THE AMOUNT NOT TO EXCEED $1,905,610). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for the supply of landfill mining equipment in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies or services, shown in the "Request for Proposals" on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. I. r NUMBER ITEM# CONTRACTOR AMOUNT 6212 1 Powerscreen Texas, Inc. $193,000 6212 2,3 McCourt & Sons Equipment, Inc. $976,710 6212 4 Rotochopper Inc. $735,900 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 5 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 6212 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 , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY BY: City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON Legislation Text File #: ID 17-162, Version: 1 Agenda Information Sheet DEPARTMENT: Legal CM/ ACM: Aaron Leal, Interim City Attorney Date: February 21, 2017 SUBJECT Consider adoption of an ordinance approving the First Amendment to the Williams Trade Square parking spaces lease agreement between the City of Denton and Wells Fargo Bank, authorizing the City Manager to execute the First Amendment to the agreement; and providing and effective date. BACKGROUND The City currently leases 58 parking spaces in Williams Trade Square to Wells Fargo for their customer parking. Wells Fargo Bank has requested that the City amend the existing parking lease agreement to include additional mandated terms that allow it to conform to the federal requirements set forth in the Dodd -Frank Act. A brief description of the terms are attached. The City of Denton purchased land located between E. Hickory and Mulberry streets in 1920 from C. A. Williams. The land was paved and has been used as a public parking lot, commonly known as Williams' Trade Square, since then. City records indicate that, at least since 1983, there has been some form of income budgeted for the leasing of designated parking spaces in the Williams Trade Square. In recent years, Wells Fargo Bank and Denton County have leased spaces from the City for their employees and customers. The current Wells Fargo parking lease was entered into with the City in October 2011 (Ordinance 2011-184). The general terms of the lease identify 58 parking spaces, with a monthly rental rate of $17.50 per space, for a total of $12,180 dollars annual revenue. The agreement had an eight year term, inclusive of seven successive options for annual renewal. Wells Fargo continues to renew annually. The current lease agreement will expire in October 2019. OPTIONS 1. Approve the proposed Ordinance 2. Decline to approve the proposed Ordinance. 3. Table for future consideration. RECOMMENDATION Recommend approval of the Ordinance. City of Denton Page 1 of 2 Printed on 2/17/2017 povveied by I_egivt9i IN File #: ID 17-162, Version: 1 FISCAL INFORMATION $ 12,180 dollars annual revenue. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Economic Development Related Goal: 3.3 Promote a business -friendly environment EXHIBITS 1. Ordinance 2. Site Map 3. Wells Fargo Bank Resolution and Recovery Plan FAQ 4. Ordinance 2011-184 (original lease) Respectfully submitted: John Knight Deputy City Attorney Prepared by: Paul Williamson Real Estate Manager City of Denton Page 2 of 2 Printed on 2/17/2017 povveied by I_egist9i I;, S:ALegal\Our Documents\0rdinances\17\Wells Fargo parking lease First Amendement.docx ORDINANCE NO. AN ORDINANCE APPROVING THE FIRST AMENDMENT TO THE WILLIAMS TRADE SQUARE PARKING SPACES LEASE AGREEMENT BETWEEN THE CITY OF DENTON AND WELLS FARGO BANK, AUTHORIZING THE CITY MANAGER TO EXECUTE THE FIRST AMENDMENT TO THE AGREEMENT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on October 4, 2011, the City entered an agreement with Wells Fargo Bank to provide rental of parking spaces at Williams Trade Square, the Original Agreement (Ordinance 2011-184); and WHEREAS, Wells Fargo Bank is being required to modify its existing leases under man- date by applicable federal law; and WHEREAS, the parties find that it is beneficial to amend the Original Agreement to add the terms detailed in Exhibit A, attached hereto as the First Amendment; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager of the City of Denton, Texas, is hereby authorized to execute the First Amendment to the Original Agreement between the City of Denton and Wells Fargo Bank, in the form attached hereto as Exhibit A and is incorporated by reference herein. SECTION 2. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY BY: EXHIBIT "A" attachment to Ordinance FIRST AMENDMENT to ORIGINAL AGREEEMENT (Ordinance 2011-184) Wells Fargo & Co. Corporate Properties Group Attn: Lease Admin/Cynthia Burns MAC D1086-300 550 S. Tryon St., 30`' Floor Charlotte, NC 28202 Email: LeaseRRP@WellsFargo.com January 20, 2017 By FedEx Overnight Delivery City Of Denton Attn: Julie Glover 101 S. Locust, Suite 500 Denton, TX 76201 Re: Wells Fargo's "Living Will" & Lease Agreement (as amended, if amended) between Landlord and Wells Fargo for 101 S LOCUST ST. Denton, TX (collectively, the "Lease") - BE#101374 Parking Dear Landlord: As you may be aware, all large financial services companies, including Wells Fargo, are required by federal law to file a resolution plan (sometimes called a "living will") with federal regulators to ensure the orderly resolution of the company's assets in case of material financial distress or failure. In general, federal law already provides federal regulators the means to resolve a financial company's as- sets in case of insolvency. For example, applicable law grants the FDIC the right to enforce a lease against a landlord even if the lease includes remedies for tenant insolvency. Even so, the federal guidance document for financial institution resolution plans provides that financial services companies must update leases to incorporate terms and conditions to prevent the automatic termination of a lease in case of tenant insolvency. Therefore, we crafted applicable resolution event terms to include in the Lease. These terms are set forth in Exhibit A attached to this letter. In general, the resolution event terms restate existing law. Neverthe- less, federal regulators require that we include resolution event terms in all our leases regardless. Therefore, to comply with the governmental requirement to update our leases, please sign this letter be- low indicating your agreement to amend the Lease to include the Resolution & Recovery terms set forth in Exhibit A attached hereto and return the signed letter within five business days to the address set forth in the upper right hand corner of this letter. Thank you for your cooperation. If you have any questions, please email LeaseRRP@WellsFargo.com. Very truly yours, Accepted & Agreed this — day of 2017 Cynthia J. Burns Lease Management Operations Manager Corporate Properties Group Landlord: _ By: Signer Name: Title: Together we'll go far Contract#t 10137420003 AdN6& Page 2 of 2 January 20, 2017 EXHIBIT A Resolution & Recovery 1. Tenant, as a highly regulated entity, is subject to countless laws, rules, and regulations, as well as oversight by various governmental agencies, in connection with Tenant's financial operations at the Premises. As determined by these various governmental agencies, Tenant's ability to occupy the Prem- ises for the Permitted Use, notwithstanding the occurrence of (i) a proceeding under any bankruptcy, debtor relief, resolution, or insolvency law (including a case under the U.S. Bankruptcy Code, a proceeding under the Securities Investor Protection Act, or the appointment of a receiver or conservator under the Federal Deposit Insurance Act or Title II of the Dodd -Frank Wall Street Reform and Consumer Protection Act), (ii) any equivalent proceeding under any other U.S. or foreign law, or (iii) other similar proceeding or event (any such proceeding or event, a "Resolution Event"), is important to preserve the stability of do- mestic financial markets. 2. Therefore, notwithstanding anything set forth in this Lease to the contrary, and notwith- standing any rights granted to Landlord under any applicable insolvency law or otherwise, if a Resolution Event occurs with respect to Tenant or any of its Affiliates (defined below), and Tenant or the applicable Affiliate (i) continues to pay all rent and other charges under this Lease timely and (ii) continues to main- tain and repair the Premises, Landlord hereby irrevocably and unconditionally agrees that it shall not exer- cise any right, whether or not for cause (including for a material breach, a change in control, inconven- ience, or change in financial condition) to terminate, modify, or prevent renewal of this Lease in whole or in part, suspend any services provided to Tenant, an Affiliate, or the Premises in whole or in part under this Lease, or otherwise exercise remedies under or in respect of this Lease arising from any default by Tenant or any Affiliate occurring as a result of a Resolution Event, or arising from any failure or delay by Tenant or any Affiliate to make any payment or perform any other obligation under the Lease accrued or due before the commencement of any Resolution Event that is cured within a reasonable period following the commencement of such Resolution Event, until eighteen (18) months after the later of (x) the final conclusion of such Resolution Event and (y) the last such Resolution Event (except as otherwise provided in Section 4 below). 3. In addition, but only in connection with a Resolution Event, Landlord hereby irrevocably and unconditionally consents to (i) any change of control of Tenant or any Affiliate in connection with a Resolution Event and (ii) to the assignment, delegation, novation, or transfer of any or all of Tenant's rights and obligations under this Lease, in whole or in part, to any entity that is or becomes (or, as of immediate- ly prior to the Resolution Event, was) an Affiliate or a successor to the whole or a part of the business of Tenant or an Affiliate. 4. Moreover, Landlord hereby irrevocably and unconditionally agrees that if Tenant is sub- ject to a Resolution Event and Tenant, pursuant to the law applicable to such Resolution Event, rejects, disclaims, or repudiates this Lease, or fails or refuses to perform its obligations under this Lease, this Lease shall nevertheless remain in full force and effect as between any Affiliate of Tenant that is a party to or beneficiary of this Lease (e.g., a subtenant, licensee, or other occupant of the Premises) and Landlord shall not exercise any right to terminate this Lease or otherwise exercise any right or remedy under this Lease with respect to any such Affiliate to the extent that such right arose or arises from such action so long as such Affiliate continues to perform its own obligations or the obligations assumed by it under this Lease. S. Notwithstanding anything set forth in this Exhibit A to the contrary, Landlord is not re- quired, even during a Resolution Event, to allow Tenant or an Affiliate to occupy the Premises for the Per- mitted Use after the date this Lease would otherwise expire without opportunity for further renewal. 6. "Affiliate" has the meaning given such term in Section 2(k) of the Bank Holding Compa- ny Act of 1956, as amended from time to time (12 U.S.C. § 1841(k)) (i.e., "any company that controls, is controlled by, or is under common control with another company."). EXHIBIT 1 attachment to AIS ___. _ _ _ _.__ _._.._ ---- j Williams Trade SCILlare Parking ill igen n Caounty Rene ved 597'1, �0() 7\273\i�76\7\77\,.7.\87S�$\8\$z� 6\86 \87\ 88\8 1>7 98 99 100 101 102 03104 1081 Public Parking Spaces 72-89 & 96-113 10/111/112/113 /114/115/116/117/118/119 �� EXHIBIT 2 attachment to AIS WELLS FARGO RESOLUTION & RECOVERY PLAN — LANDLORD FAQ 1. Why is Wells Fargo adding RRP wording to its leases and amendments now? Wells Fargo is modifying its leases now because the modifications have been mandated by applicable fed- eral law. Section 165(d) the Dodd -Frank Act (https://goo.gl/x3Dbes) requires that financial institutions prepare res- olution plans (often called "living wills") to ensure that if the institution becomes insolvent it can be "re- solved" (unwound and stabilized) in an orderly manner without risk to the entire financial system and without extraordinary government support. The Guidance document for the submission of 2017 Resolution & Recovery Plans ("RRPs") states that fi- nancial institutions must identify critical services and "update contracts to incorporate appropriate terms and conditions to prevent automatic termination and facilitate continued provision of such services during resolution." (See bottom of page 14 and top of page 15 in the Guidance for 2017 §165(d) Annual Resolu- tion Plan Submissions). 2. Are all banks requiring this new RRP wording? Why hasn't X bank asked me to sign a similar RRP letter or to modify their lease and add RRP wording? At this time, only the largest financial institutions, including Wells Fargo, are being required to update leases. Therefore, not all financial institutions will be requesting RRP amendments to their leases. X bank might not be large enough to meet the federal threshold for the RRP wording. The expectation is that eventually all financial institutions will be required to update their leases with RRP provisions. Can you send me the law you mention in your letter so that I can see it for myself? Please see answer to Question 1 above. As noted above, the requirement is set forth in Section 165(d) the Dodd -Frank Act (https://goo.gi/x3Dbes) and the Guidance for 2017 §165(d) Annual Resolution Plan Sub- missions. 4. What is my risk if I agree to the RRP terms? What happens if Wells Fargo is in default under my lease? Many of the provisions included in the RRP wording are already included in applicable federal law (e.g., under the Federal Deposit Insurance Act, the FDIC is afforded protections similar to those provided to cor- porations under the Bankruptcy Code and has the right to "take over" insolvent bank leases). Also, the terms are applicable only if Wells Fargo continues to pay rent timely and continues to maintain and repair the Premises. If Wells Fargo is otherwise in default under the lease, and fails to cure after no- tice as provided in the lease, the RRP terms will not apply (although you may, for example, still have to seek relief under applicable insolvency law before effecting a remedy because of a default (e.g., having to obtain relief from the bankruptcy stay)). S. If the RRP wording merely restates existing law, why do we have to include such terms in our lease? Even though the RRP terms restate existing law, federal regulators are requiring large financial institutions to modify their leases to include the RRP wording. See Question 1 above and the Guidance for 2017 §165(d) Annual Resolution Plan Submissions. © 2017 Wells Fargo Bank, N.A. All rights reserved. SALegal\Our Documents\0rdinances\1 Mells Fargo -Williams Trade Square.doc EXHIBIT 3 attachment to AIS ORDINANCE NO, 2411-184 AN ORDINANCE APPROVING A LEASE AGREEMENT WITH WELLS FARGO BANK FOR PARKING LOT SPACES LOCATED AT THE WILLIAMS TRADE SQUARE, PRO- VIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Wells Fargo Bank has leased 58 parking spaces on the Williams Trade Square ("Square") from the City for the past eight years; and WHEREAS, the Lease Agreement between the City of Denton and Wells Fargo Bank has expired and the new Lease Agreement provides Wells Fargo Bank the same 58 parking spaces; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager of the City of Denton, Texas, is hereby authorized to ex- ecute a lease agreement between the City of Denton and Wells Fargo Bank to lease 58 parking spaces in the "Williams Trade Square," a copy of which Lease Agreement is attached hereto and incorporated by reference herein. SECTION 2. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the ATTEST: JENNIFER WALTERS, CITY SECRETARY BYL /Y1 A I A---- b)&i­&_1& APPIROVED A'S TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: ' ,1�kL day of M / i0 ,MAYOR sAlegal\our documents\contracts\I I\wclls fargo batik parking lease agreement.doc LEASE AGREEMENT This Agreement is made and entered into by and between the City of Denton, Texas, hereinafter referred to as Lessor, and Wells Fargo Bank, N.A., (successor in interest to Wells Fargo Bank, Texas N.A. through consolidation), hereinafter referred to as Lessee to be effective as of the Effective Date as provided herein. For and in consideration of the mutual covenants contained herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Lessor leases to Lessee and Lessee leases from Lessor 58 parking spaces at the Williams Trade Square located in the City of Denton, Texas, which parking spaces are more particularly described and depicted as spaces I through 58 in Exhibit "A" attached hereto and made a part hereof by reference (the "Lease Premises") for an initial lease period of 12 months commencing on the Is' day of October, 2011 and ending on September 30, 2012 (the "Initial Term"), at a monthly rate of Seventeen Dollars and Fifty Cents ($17.50) for each parking space for a total annual rent of Twelve Thousand, One Hundred Eighty Dollars and no/Cents ($12,180). The Lease Premises may only be used as a parking lot for motor vehicles. 2. Lessee shall pay the rent annually with the annual rent for the first year of the Initial Term to be due and payable within fifteen days after the Date of Execution of this lease agreement provided below. The rental rate for the Option Terms will be as provided in Section 4 below. 3. Lessee agrees to (i) allow Lessor to have free access to the Lease Premises; (ii) to leave the Lease Premises, on termination of the lease agreement, in good repair, and (iii) not assign its leasehold interest or sublet the Lease Premises or any part thereof without the prior written consent of Lessor. Lessee shall indemnify, hold harmless and defend Lessor from any and all claims, actions, causes of action, liability, damages or loss resulting from the use of the Lease Premise. Further, the City assumes no responsibility or liability for harm, iniury. or any damaging events which are directly or indirectly attributable to premises defects which may now exist or which may hereafter arise upon the premises, responsibility for any and all such defects being expressly assumed by the Contractor. Lessor shall maintain liability insurance throughout the Initial Term and Option Terms in the manner provided in the "Insurance Requirements" which are attached hereto and made a part hereof as Exhibit "B". 4. Lessee shall have the option to extend this Lease for seven (7) successive terms of twelve (12) months each at such rental that the City Manager shall establish. To exercise the option to extend, Lessee shall give Lessor sixty (60) days written notice of its intent to renew the Lease. Upon receipt of such notice, the City Manager shall give Lessee written notice of the increase, if any, in rental. Increases in rental shall be based upon economic conditions. 5. Notwithstanding anything contained herein to the contrary, the Lessor may terminate this lease agreement, including and extension thereof, at any time by giving Lessee 90 days advance written notice of termination. In such case, the Lessor shall refund to Lessee those portions of annual rental already paid that are attributable to the time period after termination. s:\legal\our documents\contracts\11\wells fargo bank parking lease agreement.doc 6. All notices and payments may be sent to the Lessor and Lessee at the following addresses, except that notices may be sent via facsimile to the fax nos, below: To Lessor: City of Denton Attention: City Manager 215 E. McKinney Denton, Texas 76201 Fax No. 940.349.7206 To Lessee: Wells Fargo Corporate Properties Group Attn: Manager (BE# 101374) MAC Q2129-113 200 Lomas Blvd., NW Suite 1110 Albuquerque, NM 87102 Copy to: Wells Fargo Corporate Properties Group Attn: Lease Administration (BE# 101374) MAC DI I 16-L 10 1525 West W.T. Harris Blvd, Charlotte, NC 28262 7. This lease agreement shall be construed and enforced under the laws of the State of Texas and is fully performable in Denton County, Texas. Exclusive venue for any suit under or arising under this lease agreement shall be Denton County, Texas. T parties hereto have executed this Lease Agreement on the 11 day of 2 , 2011 (the "Date of Execution") to be effective as of October 1, 2011 (the "Effective Date"). ATTEST: JENNIFER WALTERS, CITY SECRETARY BY�m J dVI APPROVED AS TO FORM: ANITA BURGESS, CITY ATTORNEY BY: Page 2 CITY OF DENTON, TE GEO GEC. CAMPBELL CITY MANAGER s:\legal\our documentslcontracts\l I\wells fargo bank parking lease agreement.doe ATTEST: BY: t� APPROVED AS TO FORM: [a." Page 3 WELLS FARGO BANK, TEXAS, N.A. BY: G WIL IAMS VICE PRESIDENT & MANAGER BY: 6,96 W at BOB WILLIAMS NEGOTIATOR U E) < 0 n O Pt M 0 rt ftp 44 CL ro 94 b M vi cn -4 A po su m 0. �,il- a vi -4 I I I sAlegahour documents\contracts\I I\wells fargo bank parking lease agrecment.doe 2. EXHIBIT B GENERAL REQUIREMENTS The Contractor must maintain the types and amounts of required insurance throughout the term of the Contract. Contractor is solely responsible for providing a certificate of insurance evidencing the required coverage types and amounts. The City may terminate this contract if Contractor fails to timely comply with these requirements. Required insurance must be issued by a company or companies of sound and adequate financial responsibility and authorized to do business in the State of Texas. All policies are subject to examination and approval by the City's office of Risk Management for their adequacy as to content, form of protection, and providing company. Required insurance naming the City as additional insured must be primary insurance and not contributing with any other insurance available to City, under any third party liability policy. ADDITIONAL REQUIREMENTS The required liability insurances and their certificates must: A. Name the City as an additional insured with respect to operations for which this contract is made. B. Provide for 30 -day advance written notice of cancellation or material change. Type Commercial (Public) Liability including but not limited to: Premises/Operations Independent Contractors Products/Completed Operations Contractual Liability Page 4 Amount $500,000 combined single limit for bodily injury and property damage (per occurrence) City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-169, Version: 1 Legislation Text AGENDA INFORMATION SHEET AGENDA DATE: February 21, 2017 DEPARTMENT: Parks and Recreation Department ACM: John Cabrales, Jr. SUBJECT Consider adoption of an ordinance approving a City sponsorship in an amount not to exceed $4,600 of in-kind services and resources for the 32nd Annual Texas Storytelling Festival to be held in the Civic Center located at 321 E. McKinney Street, beginning March 9-12, 2017; and providing an effective date. BACKGROUND The Texas Storytelling Festival is organized by board members and volunteers. In 2016, the City Council authorized waiving one-half of the Civic Center rental fee of $9,200 for a total or $4,600 for the event. In addition to the reduced rental fee, the Texas Storytelling Festival received $52,747 in Hotel/Motel Occupancy Tax (HOT). The Texas Storytelling Festival expects to have four vendors and estimates 400-500 people will attend the event. RECOMMENDATION Staff recommends waiving one-half of the Civic Center rental fee for the 2017 Texas Storytelling Festival. PRIOR ACTION/REVIEW The City Council authorized an agreement for the City's sponsorship of the Annual Texas Storytelling Festival on February 6, 2016, under Ordinance 2016-027. This is the fourth year the Texas Storytelling Festival is being presented to the City Council for approval. FISCAL INFORMATION In 2017, the Texas Storytelling Festival will receive $52,747 in HOT funds. The estimated cost to the City to provide the requested in-kind services and facilities is not to exceed $4,600. The total cost of in-kind services, facilities, and HOT funds for 2017 is $57,347. The City is recognized as a sponsor at the appropriate level. Including this event, the City Council will have authorized a total of $91,568 (including HOT funds) in Fiscal Year 2016-17, for City support to five of the nine previously sponsored events (Exhibit 2). The Legal Department has advised Parks and Recreation that only the City Council has the authority to give City of Denton Page 1 of 2 Printed on 2/17/2017 povveied by I_egivt9i IN File #: ID 17-169, Version: 1 away City resources. All sponsorships where City facilities or City services are requested at a reduced rate, or for free, require Council approval. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Safe, Liveable & Family -Friendly Community Related Goal: Provide and support outstanding leisure, cultural, and educational opportunities. EXHIBITS 1. Letter of Request 2. Running Total of Requested Support 3. Proposed Ordinance Respectfully submitted: Emerson Vorel, Director Parks and Recreation Prepared by: Janie McLeod Community Events Coordinator City of Denton Page 2 of 2 Printed on 2/17/2017 povveied by I_egist9i I;, September 15, 2016 0M."M City Council, City of Denton, Texas Re: 32" Annual Texas Storytelling Festival For thirty-one years, the Denton community has been home to the Texas Storytelling Festival. On the weekend of March 9-12, 2017, the Tejas Storytelling Association will hold its 32 nd festival in its "hometown" of Denton. The Festival Managin *WX–Iji, myself have been working hand-in-hand with representatives of the Civic Center, the Parks and Recreation Department, the Emily Fowler Library, the Denton Woman's Club, and a variety of Denton -based businesses to make this year's festival the most exciting, best -attended festival yet! Tejas Storytelling Association requests that the City of Denton name the Texas Storytelling Festival a co- discouTted rp-ital ratp for tWe Civic CPT 0 'a 111 0 •1 Tejas Storytelling Association will continue to support our long-standing agreement to provide tellers throughout the year for various activities sponsored by the Denton Parks and Recreation. These professional tellers provide their service pro bono in order to offset the cost of the co-sponsorship. Tejas Storytelling Association is funded by a combination of grants, membership dues, and donations. The Greater Denton Arts Council, The Denton Benefit League, the City of Denton, Denton Parks and Recreation, and the Texas Commission on the Arts have traditionally sponsored the Texas Storytelling Festival. The Tejas Storytelling Association Board and the membership they represent appreciate the ongoing support of these entities. Your underwriting allows us to make the festival weekend available to participants for very low registration fees — - � III I LI•HAvEfiaNdivaft • who participate in the special kids' activities on Saturday to teachers, librarians, counselors, ministers, attorneys, performing artists and all folks who love a good story. We make a specific effort to reach out to the hearing- impaired community by providing ASL signers for our concerts and advertising on the DeafNetwork.corn website. in the past, we shared the festival with the North Texas Radio for the Blind. The Texas Storytelling Festival attracts top -tier national tellers and attendees from across the nation. Thanks the Denton Hotel Occupancy Tax (HOT) funds, we are able to market the festival to a national audience, and each year, we fill our reserved block at a Denton hotel. I together to provide a unique festival experience, the stuff of which stories will be told. Beverly Benbow, Administrative Director is a ejp5�t tel Lirj&� ­ @ t-- I _or ._V AX 7 6 6,202 1,80" ww w, teJ a s s toryt.e. I I i n, g . coril a Ln O U O ct � w o U - N t ti ct � y w on cn o � 0 ct 0 U U 0 U O • .y O • U 'C S:\LegaI\0ur Doeuments\Ordinances\l ATexas Storytelling Festival Sponsorship - Copy docx 4WAIIL WHEREAS, the Texas Storytelling Festival is requesting the City of Denton to participate as a sponsor, at the same level as in previous years, for the event to be held in the Civic Center March 9-12, 2017; and WHEREAS, the City of Denton has sponsored up to $4,600.00 of in-kind services and resources for the event which included police overtime and waiving one-half of the Civic Center rental fee; and WHEREAS, in exchange for the said support the City of Denton was considered to be an event sponsor of the said event at a sponsorship level equal to the value of the in-kind service tendered; and WHEREAS, the City Council finds that it is in the public interest and benefit to the citizens sif the City of Denton to participate as a sponsor at a level not to exceed $4,600.00 of in-kind i,ervices for the event to be held in the Civic Center March 9-12, 2017; NOW, THEREFORE, 97,1111 ilk SECTION 1. The City Council finds that it is in the public interest and benefit to the citizens of the City of Denton to participate as a sponsor at a level not to exceed $4,600.00 of in- kix4_,-,P_xxice,s zY4 resourcess". ilGIV41y,0" �W_Y*t �+Iice Center rental fee, and the said participation is hereby approved. 11;1�11liii PASSED AND APPROVED this the day of, 12017. IIWWFIEITGIPA��• !' S:\Lcgai\OL]r Documcnts\Ordin an cc s\17\Texas Storytelling Festival Sponsorship.doex Exhibit 3 ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: BY: City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com DENTON File #: ID 17-171, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Consider approval of the minutes of November 8, November 15, November 21, and December 5, 2016. City of Denton Page 1 of 1 Printed on 2/17/2017 povveied by I_egivt9i IN CITY OF DENTON CITY COUNCIL MINUTES November 8, 2016 After determining that a quorum was present, the City Council convened in a Work Session on Tuesday, November 8, 2016 at 12:00 p.m. in the Council Work Session Room at City Hall. PRESENT: Mayor Pro Tem Roden, Council Member Wazny, Council Member Briggs, Council Member Hawkins, Council Member Gregory, Council Member Bagheri, and Mayor Watts. ABSENT: None. Citizen Comments on Consent Agenda Items Willie Hudspeth commented that there were too many Consent Agenda items which he felt was a disservice to the citizens. 2. Requests for clarification of agenda items listed on the agenda for November 8, 2016. Staff responded to Council's requests for clarification of the following items: Council Member Briggs — Consent Agenda Item P Council Member Briggs also requested that Consent Agenda Items A, G and M be pulled for individual consideration. Work Session Reports A. ID 16-1407 Receive a report, hold a discussion, and give staff direction regarding single room occupancy developments. Ron Menguita, Long Range Planning Administrator, presented the details of item. He reviewed the definition of a single room occupancy as well as zoning information for collegiate housing and multi -family housing. Council discussed whether a developer had to declare upfront if he was planning to build a single room occupancy development; whether it was normal in the process to ask how a developer was going to lease the property; if there were different development requirements for collegiate housing and multi -family; whether there was the ability to change from a multi -family development to collegiate housing during the process; concern that there were no regulations to prevent the changing of the use of the development either during or after the process. Menguita continued with how the housing would fit into the Denton Plan 2030. He presented information on the Neighborhood/University compatibility area which was comprised of residential and commercial areas adjacent to UNT and TWU and displayed where the majority of the collegiate housing was located. Recommendations were reviewed. Council continued their discussion on whether the 2030 Plan suggested where student housing would be located; whether a specific use permit process might encourage development in places not conducive to walking to them; the difference between a private dorm versus an SRO; whether City of Denton City Council Minutes November 8, 2016 Page 2 limiting the size of the project per bedroom might encourage more of this type of development; and look at the definition associated with SRO related to single family housing. Council Member Wazny stated that a SRO development was not apartments; SRO was strictly student housing. She felt the building height was incompatible with surrounding residential housing and should require a TIA for this type of housing as the discussion was already late. There was a large number of SROs currently located in Denton. Council Member Briggs suggested specific development standards for SROs as they were not apartments. Mayor Watts stated that the recommendations could be addressed in a multi -family development code. A SRO was an apartment by structure but was defined by the leasing structure. This was a business plan issue and not a development issue. He felt it was an over reach by government to try and regulate the market and that additional solutions could accomplish the recommendations in a multi -family category. Council direction was to look at finding key differences between multifamily and collegiate to see if the SRO could be addressed there but if not then separate regulations would be needed. They requested staff also look at data to address parking such as parking counts; historic preservation neighborhoods in existing or future districts. B. ID 16-1438 Receive a report, hold a discussion, and give staff direction regarding the procurement of substation construction services. This item was pulled for individual consideration and was presented in the Chambers. There was no discussion in the Work Session. C. ID 16-1446 Receive a report and hold a discussion regarding the City of Denton Code of Ordinances, Section 2-63 relating to board and commission members. City Attorney Burgess stated that this discussion would center on when a board/commission member may be removed. The current 1966 Code allowed for removal if a member ceased to be a qualified voter of the city, had a conflict of interest and did not recuse himself, or was convicted of a felony. Mayor Watts stated that new council members inherited appointments made by preceding council members and might want to appoint a new member to a board/commission. City Attorney Burgess stated in that circumstance a minor tweak could be made in the ordinance if desired. Council Member Briggs express desire to move in that direction. Mayor Pro Tem Roden stated that sometimes Council had problems finding people to serve as this was volunteer work. It would be different if the member were guiding policy in the wrong direction. His fear was that just because of a change in election, changing appointments mid-term City of Denton City Council Minutes November 8, 2016 Page 3 would create a political nature on the Council. He felt that unless there was a problem Council was trying to solve he was in favor of keeping the procedure the way it was in respect for the people serving. A change would be ok when a term had ended but not in mid-term. Council Member Hawkins was in favor of keeping the current procedure. It should only be changed if there was a bad member. Council Member Bagheri felt that it would not be political to have the service at the will of the Council. Council Member Wazny liked the at -will of each independent council member and to be able to change when elected. Mayor Watts felt that at -will of the Council was not too political and that most of the time the members were not changed. The nomination still needed the approval of the entire Council. Mayor Pro Tem Roden suggested restricting the process to certain types of boards as some were better served with members who had a history on some of the boards. Consensus of the Council was to proceed with at -will for legislative nature of boards; do during the annual nomination process for newly elected council members and not board/commission members not continuing. The Public Utilities Board would not be changed due to the Charter requirement. D. ID 16-1467 Receive a report, hold a discussion, and give staff direction regarding the development of the City's website. Alison Ream, Administrative Services Manager, presented an update on the city's website. The review process involved internal and external surveys, interviews and SWOT analysis. Key findings were presented along with goals, navigation and site map of the current site. She displayed the proposed website and presented next steps in the process. Council discussed content suggestions; making it mobile compatible with the website; that the color and font were not reflective of Denton; consider updating the city of Denton branding which included wayfinding signs; and that it was more important to have an easy website that allowed the public to easily find information on the site as opposed to colors and fonts. Consensus of the Council was to move forward with only minor modifications. E. ID 16-1468 Receive a report, hold a discussion, and give staff direction regarding an online message board for use by the City Council in accordance with the Texas Open Meetings Act. Bryan Langley, Assistant City Manager, presented background and statutes on the message boards; provided city examples; and implementation considerations. Council discussed that this would not be a site for a vote on an issue but could also be construed as Council deliberating on an issue to be voted on later; whether these were electronic meetings City of Denton City Council Minutes November 8, 2016 Page 4 that had to be posted; and the fact that not all Council might be notified that dialog was taking place on an item. Council Member Bagheri stated that this was a recommendation by TML to post information to the citizens and was an exception to the Open Meetings Act. She felt it might shorten the length of work sessions and be viewed as a way to provide information to citizens. Council Member Hawkins stated that he would be in favor of a message board if it was giving information but would not be in favor if it were used for deliberation or if not all members were included. Council Member Wazny expressed concern about a walking quorum and having a discussion not in a formal meeting. Government took place in a formal meeting. This was not a method to talk to citizens but a method to talk with other council members. She was not comfortable legally with the concept. Council Member Bagheri stated that this was legal and allowed such discussions. It was not unlawful to do this. City Attorney Burgess noted that the State legislature created this provision as an exception to the Open Meetings Act and was not a violation. However, she was not seeing a rush into employing this technology. Council Member Briggs stated that this was passed in 2013 and felt it was a productive communication tool and was in favor of it. She questioned if Council could ask staff questions on the message board. City Attorney Burgess stated that Council would have to authorize specific staff members to participate in the message board either by ordinance or resolution. Mayor Pro Tem Roden stated that at times it was hard to get information out to other council members. It could, however, have unintended consequences and rules of engagement. He was interested in seeing where it might go. Mayor Watts did not see a need for it at this time. Consensus of the Council was not to proceed with a message board at this time. 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: Council Member Briggs left the meeting during the Closed Session. A. ID 16-985 Deliberations Regarding Certain Public Power Utilities: Competitive Matters - Under Texas Government Code Section 551.086. City of Denton City Council Minutes November 8, 2016 Page 5 Receive a presentation from Denton Municipal Electric staff ("DME") regarding public power competitive and financial matters pertaining to plans, strategies, opportunities, and developments for generation improvements to the DME system; discuss and deliberate strategies regarding same; discuss and deliberate opportunities and strategies for the City to acquire purchased power and enter into agreements regarding the same, in order to meet its future energy needs. Take final action on a purchased power agreement with Santa Rita Wind Energy, LLC. Council Member Gregory motioned, Council Member Wazny seconded to adopt Ordinance 2016- 364 regarding a purchased power agreement with Santa Rita Wind Energy, LLC. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Hawkins "aye", Council Member Gregory "aye", and Mayor Watts "aye". Council Member Bagheri "nay". Motion carried with a 5-1 vote. B. ID 16-1266 Deliberations Regarding Certain Public Power Utilities: Competitive Matters - Under Texas Government Code Section 551.086. Receive a presentation from Denton Municipal Electric staff ("DME") regarding public power competitive and financial matters pertaining to plans, strategies, opportunities, and developments for generation improvements to the DME system; discuss and deliberate strategies regarding same; discuss and deliberate opportunities and strategies for the City to acquire purchased power and enter into agreements regarding the same, including a power purchase agreement with Las Majadas Wind Farm, LLC, in order to meet its future energy needs. Take final action on a purchased power agreement with Las Majadas Wind Farm, LLC. C. ID 16-1351 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 from North Lakes Substation of Denton Municipal Electric and proceeding east along Riney Rd, then turning north along Nicosia St., then east along W. Hercules Lane and terminating at the Denton North Substation of Denton Municipal Electric, 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 the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. [North Lakes to Denton North TM Line] D. ID 16-1411 Deliberations Regarding Real Property -Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. City of Denton City Council Minutes November 8, 2016 Page 6 Receive information from staff and discuss, deliberate, and provide staff with direction regarding the potential acquisition of real property interests located from North Lakes Substation of Denton Municipal Electric and proceeding east along Riney Rd, then turning north along Nicosia St., then east along W. Hercules Lane and terminating at the Denton North Substation of Denton Municipal Electric, in the City of Denton, Denton County, Texas; 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 the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. [North Lakes to Denton North TM Line] E. ID 16-1413 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 to a 2.168 acre tract of land situated in the Gideon Walker Survey, Abstract No. 1330, in the City of Denton, Denton County, Texas; 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 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. [Spencer to Pockrus TM Line] F. ID 16-1414 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 Lot 1, Block 2 of the Municipal Utility Addition as shown by the plat thereof recorded in Cabinet G Page 346 of the P.R.D.C.T., 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 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. [Brinker Substation] City of Denton City Council Minutes November 8, 2016 Page 7 G. ID 16-1430 Consultation with Attorneys -Under Texas Government Code Section 551.071. Consult with the City's Attorneys on the status, strategy, and potential resolution of litigation styled, Esker v. City of Denton, Cause No. 14-000942-158, currently pending in the 158th District Court of Denton County, Texas. H. ID 16-1433 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 regarding housing use classifications in the Denton Development Code, 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. L ID 16-1456 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 and being situated in the J.C. Baker Survey, Abstract No. 47, the A.E. Cannon Survey, Abstract No. 232, the J. Fisher Survey, Abstract No. 421, the S. Hembrie Survey, Abstract No. 643, the B. Merchant Survey, Abstract No. 800, the C. Poullalier Survey, Abstract No. 1006, the E. Pickett Survey, Abstract No. 1018, the S.A. Venters Survey, Abstract No. 1315, and the W.E. Penley Survey, Abstract No. 1729, City and County of Denton, Texas, and generally located along FM Highway 2181 (Teasley Lane) the limits of which being bounded to the north by Lillian Miller Parkway and to the south by the drive entrance to Hickory Creek Mobile Home Park. 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. (FM Highway 2181 Utility Relocations project) Council returned to Open Session at 4:22 p.m. Mayor Pro Tem Roden inquired whether Council Member Briggs would be returning to the meeting. If not, the items she suggested pulling for separate consideration could be discussed during this time in the Work Session. Mayor Watts indicated that she would be returning at the Regular Session and the items should remain as suggested. Special Called Meeting of the City of Denton City Council at 6:30 p.m. in the Council Chambers at City Hall, 215 E. McKinney Street, Denton, Texas. 1. PLEDGE OF ALLEGIANCE City of Denton City Council Minutes November 8, 2016 Page 8 The Council and members of the audience recited the Pledge of Allegiance to the U. S. and Texas flags. 2. CONSENT AGENDA Council Member Hawkins motioned, Council Member Gregory seconded to approve the Consent Agenda and accompanying ordinances and resolutions with the exception of Items A, G and M to be considered individually. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. Ordinance No. 2016-345 B. ID 16-1364 Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving three (3) year software maintenance for continued vendor support of the Milsoft Interactive Voice Response System and associated software modules along with new hardware and software upgrades, 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 3881 awarded to Milsoft Utility Solutions in the three (3) year not -to -exceed amount of $176,500). Ordinance No. 2016-346 C. ID 16-1365 Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a contract for the acquisition of one (1) East "live -bottom" trailer for the City of Denton Solid Waste 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 requirements of competitive bidding; and providing an effective date (File 6265 -awarded to East Manufacturing Corporation in the amount of $68,200). Ordinance No. 2016-347 D. ID 16-1367 Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving a Supervisory Control and Data Acquisition System Upgrade, 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 4074 awarded to Open Systems International in the not -to -exceed amount of $527,365. Ordinance No. 2016-348 E. ID 16-1368 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 $894,714). City of Denton City Council Minutes November 8, 2016 Page 9 Ordinance No. 2016-349 F. ID 16-1388 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) Caterpillar 430172 Backhoe for the City of Denton Water Distribution Department; and providing an effective date (File 6270 -awarded to Holt CAT in the amount of $123,972.77). Ordinance No. 2016-351 H. ID 16-1403 Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving the purchase of an EMC Vplex system as awarded by the State of Texas Department of Information Resources (DIR) through the Go DIRect Program, Contract Number (DIR-TSO-2634/DIR-TSO-2542); providing for the expenditure of funds therefor; and providing an effective date (File 6271 -awarded to Presidio Networked Solutions Group, LLC in the three (3) year not -to -exceed amount of $152,209.11). Ordinance No. 2016-352 L ID 16-1416 Consider adoption of an Ordinance authorizing the City Manager to execute a Interlocal Agreement with the University of North Texas under section 791.001 of the State of Texas Government Code, and to authorize the City of Denton to participate in a project to develop a digital roadmap to set a strategic vision in technology infrastructure investments, sustainability, education, and use of digital media for service delivery and citizen engagement, among other technology goals; authorizing the expenditure of funds therefor; and declaring an effective date (File 6238 -Interlocal Agreement with the University of North Texas in the amount of $20,000). Ordinance No. 2016-353 J. ID 16-1400 Consider adoption of an ordinance of the City of Denton, Texas providing for authorization of a building lease ("lease") and a first amendment to the building lease ("first amendment") by and between Epic Development, Inc. and the City of Denton, Texas allowing the City of Denton to use and occupy the premises as administrative office space, temporary housing, and sleeping quarters for fire personnel; authorizing the expenditure of funds therefor and providing an effective date. Resolution No. R2016-041 K. ID 16-1434 Consider approval of a resolution approving the 2015 Tax Increment Reinvestment Zone Number Two (Westpark TIRZ) Annual Report; and declaring an effective date. Ordinance No. 2016-354 L. ID 16-1435 Consider adoption of an ordinance amending Ordinance No. 2012-366, as amended by Ordinances 2014-039 and Ordinance 2015-370, relating to Tax Increment Reinvestment Zone (TIRZ) Number Two, to add to the membership of the City of Denton City Council Minutes November 8, 2016 Page 10 Board of Directors; repealing all conflicting ordinances and portions thereof, and providing an effective date. Ordinance No. 2016-356 N. ID 16-1440 Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and the Community Market; authorizing the expenditure of funds; and providing for an effective date ($9,150 per year, for a four (4) year not -to -exceed amount of $36,600). Approved the minutes listed below. O. ID 16-1452 Consider approval of the minutes of August 16 and 23, 2016 and September 13, 2016. Ordinance No. 2016-357 P. ID 16-1453 Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving an additional cost for the Rental of Vans for the City of Denton Parks and Recreation Department Summer Camp and Summer Food Programs 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 6167 - awarded to Capps Van and Truck Rental in the additional amount of $17,703.96 for a total not -to -exceed amount of $66,653.96). The items pulled for separate action were considered. Ordinance No. 2016-344 A. ID 16-1363 Consider adoption of an ordinance accepting competitive proposals and awarding a public works contract for electric substation construction services; providing for the expenditure of funds therefor; and providing an effective date (RFP 6085 -awarded to Can-Fer Utility Services, LLC in the three (3) year not -to -exceed amount of amount of $17,620,000). Chris Lutrick, DME Project Manager, presented the details on the substation construction services. He reviewed the overview of the substation construction, CIP projects, summary of proposals, and projects constructed by Can-Fer Construction. Council discussed that this project was part of the overall expansion project for DME for infrastructure and cost comparison of the next six substations compared to the six just completed; Willie Hudspeth submitted a Speaker Card but did not speak on the substation purchase but rather spoke that there were no African Americans in leadership positions in DME. Mayor Pro Tem Roden motioned, Council Member Hawkins seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. City of Denton City Council Minutes November 8, 2016 Page 11 Ordinance No. 2016-350 G. ID 16-1401 Consider adoption of an ordinance accepting competitive bids and awarding a public works contract for the construction of the Denton WaterWorks Wave Pool and Concession to be located at 2400 Long Road, Denton Texas; providing for the expenditure of funds therefor; and providing an effective date (RFP 6221 -awarded to Schmoldt Construction, Inc. in the not -to -exceed amount of $2,630,310.70). Council Member Briggs stated that she would not be voting for this item because she was against the fee increase. Willie Hudspeth submitted a Speaker Card but did not speak on the wave pool contract. He spoke on the lack of African American leaders in the Parks Department. Council Member Hawkins motioned, Council Member Gregory seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Hawkins "aye", Council Member Gregory "aye", and Mayor Watts "aye". Council Member Briggs "nay", and Council Member Bagheri "nay". Motion carried with a 5-2 vote. Ordinance No. 2016-355 M. ID 16-1439 Consider adoption of an ordinance of the City of Denton authorizing the City Manager, or his designee, to execute a real estate sales contract between the City of Denton, Texas ("City"), as purchaser, and Terrano Realty, Inc., Medanjo Partners, Ltd., and NW Realty, Inc., (Collectively "Owner"), as seller, to acquire fee title to a 38.889 acre tract and easement interests in a 0.040 acre tract of land, a 0.800 acre tract of land, a 0.046 acre tract of land, a 0.642 acre tract of land, a 0.919 acre tract of land, and a 4.636 acre tract of land, all situated in the Mary Austin Survey, Abstract No. 4, located in the City of Denton, Denton County, Texas, and located generally south of Shady Oaks Drive and West of Loop 288 (Collectively the "Property Interests") for the purchase price of six million two hundred fifty thousand dollars and no cents ($6,250,000.00), and other consideration, as prescribed in the real estate sales contract; authorizing the expenditure of funds, and providing an effective date. [Brinker Substation and TM Line] Phil Williams, General Manager - DME, stated this was the Brinker Substation site in southeast Denton. He presented the initial offer, counter offers, and the appraised value. Council Member Gregory questioned the revisions to the sales contract. Larry Collister, Deputy City Attorney, stated that the changes involved the closing date and some of the easement information. Willie Hudspeth submitted a Speaker Card but did not speak on the issue. He spoke on preservation of trees. Council Member Gregory motioned, Council Member Wazny seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member City of Denton City Council Minutes November 8, 2016 Page 12 Hawkins "aye", Council Member Gregory "aye", and Mayor Watts "aye". Council Member Briggs "nay", and Council Member Bagheri "nay". Motion carried with a 5-2 vote. 3. ITEMS FOR INDIVIDUAL CONSIDERATION - CONSIDERATION OF THE USE OF EMINENT DOMAIN TO CONDEMN REAL PROPERTY INTERESTS Ordinance No. 2016-358 A. ID 16-1271 Consider adoption of an ordinance of the City of Denton finding that a public use and necessity exists to acquire easement interests to a 1.253 acre tract of land situated in the J.S Collard Survey, Abstract No. 297, City of Denton, Denton County, Texas, and of the Real Property Records of Denton County, Texas ("Property Interests"), for the public use of, expansion, construction, maintenance, and operation of an electric transmission line, ancillary facilities and structures; authorizing the City Manager, acting City Manager, or his designee, to make initial and final offers to execute an easement, between the City of Denton, Texas ("City"), as grantee, and Pensco Trust Company Custodian FBO Randall D. Smith Roth IRA, Bonnie Brae Malone County, Inc., Trustee of the COTI Property Trust, and Edward F. Wolski (Collectively "Owner"), as grantor, to acquire Property Interests for the total purchase price of $166,859.00, and other consideration; authorizing the filing of eminent domain proceedings to acquire the Property Interests if the final offer is not accepted; authorizing the expenditure of funds; and providing an effective date. [North Lakes to Denton North TM Line] Smith Day, Compliance Manager, presented the details of the necessity for eminent domain. He displayed the legal descriptions of the property during the making of the motion. Willie Hudspeth submitted a Speaker Card and indicated that this item was already discussed in Closed Session. He spoke on Closed Session discussions. Mayor Pro Tem Roden motioned "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 easement interests to a 1.253 acre tract of land, which is located in the J.S. Collard Survey, Abstract No. 297, City and County of Denton, Texas, and described and depicted in Exhibits "A" and "B" now being displayed on the overhead screen and in the ordinance under consideration; which is for a valid public use, necessary to provide for the expansion, construction, maintenance, operation, and improvement of electric transmission lines, facilities, and structures, to serve the public and citizens of the City." Council Member Hawkins seconded the motion. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. Ordinance No. 2016-359 B. ID 16-1410 Consider adoption of an ordinance of the City of Denton finding that a public use and necessity exists to acquire fee interest 1.851 acre tract of land and easement interests to a 0.851 acre tract of land and a 0.086 tract of land situated in the B.B.B.&C. R.R. Survey, Abstract No. 186, City of Denton, Denton County, Texas, City of Denton City Council Minutes November 8, 2016 Page 13 and of the Real Property Records of Denton County, Texas ("Property Interests"), for the public use of, expansion, construction, maintenance, and operation of an electric transmission lines, ancillary facilities and structures, including drainage and access; authorizing the City Manager, acting City Manager, or his designee, to make initial and final offers to execute an easement, between the City of Denton, Texas ("City"), as grantee, and J.F.S. 1992 Irrevocable Trust ("Owner"), as grantor, to acquire the Property Interests for the total purchase price of $81,230.00, and other consideration; authorizing the filing of eminent domain proceedings to acquire the Property Interests if the final offer is not accepted; authorizing the expenditure of funds; and providing an effective date. [North Lakes to Denton North TM Line] Smith Day, Compliance Manager -DME, reviewed the provision of the eminent domain process, the legal description of the property and the layout of the line while the motion was being made. Willie Hudspeth submitted a Speaker Card but did not speak on the item. He spoke on the regulations of making a motion and then having speakers. Council Member Hawkins motioned "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 interest to a 1.851 acre tract of land and easement interests in a 0.0851 acre tract of land and a 0.086 acre tract of land, which are located in the B.B,B.&C. R.R. Survey, Abstract No. 186, City and County of Denton, Texas, and described and depicted in Exhibits "A" through "F" now being displayed on the overhead screen and in the ordinance under consideration; which is for a valid public use, necessary to provide for the expansion, construction, maintenance, operation, and improvement of electric transmission lines, facilities, and structures, including access and drainage, to serve the public and citizens of the City." Council Member Gregory seconded the motion. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. Ordinance No. 2016-360 C. ID 16-1412 Consider adoption an ordinance of the City of Denton finding that a public use and necessity exists to acquire easement interests to a 2.168 acre tract of land situated in the Gideon Walker Survey, Abstract No. 1330, City of Denton, Denton County, Texas, and of the Real Property Records of Denton County, Texas ("Property Interests"), for the public use of, expansion, construction, maintenance, and operation of an electric transmission lines, ancillary facilities and structures; authorizing the City Manager, acting City Manager, or his designee, to make initial and final offers to execute an easement, between the City of Denton, Texas ("City"), as grantee, and Timber Links Apartments, LLC ("Owner"), as grantor, to acquire the Property Interests for the total purchase price of $93,060.00, and other consideration; authorizing the filing of eminent domain proceedings to acquire the Property Interests if the final offer is not accepted; authorizing the expenditure of funds; and providing an effective date. [Spencer to Pockrus TM Line] City of Denton City Council Minutes November 8, 2016 Page 14 Smith Day, Compliance Manager -DME, presented the details regarding the eminent domain for the Spencer to Pockrus Transmission line. He displayed the legal descriptions and drawings while the motion was being made. Council Member Wazny motioned "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 easement interests to a 2.168 acre tract of land, which is located in the Gideon Walker Survey, Abstract No. 1330, City and County of Denton, Texas, and described and depicted in Exhibits "A" and "B" now being displayed on the overhead screen and in the ordinance under consideration; which is for a valid public use, necessary to provide for the expansion, construction, maintenance, operation, and improvement of electric transmission lines, facilities, and structures, to serve the public and citizens of the City." Mayor Pro Tem Roden seconded the motion. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. Ordinance No. 2016-361 D. ID 16-1450 Consider adoption of an ordinance of the City of Denton determining the public use, need, and necessity for the acquisition of various permanent easements and temporary construction easements generally located along FM Highway 2181 (Teasley Lane), the limits of which being bounded to the north by Lillian Miller Parkway and to the south by the Redbud Drive entrance to Hickory Creek Mobile Home Park and being situated in the J. C. Baker Survey, Abstract No. 47, the A. E. Cannon Survey, Abstract No. 232, the J. Fisher Survey, Abstract No. 421, the S. Hembrie Survey, Abstract No. 643, the B. Merchant Survey, Abstract No. 800, the C. Poullalier Survey, Abstract No. 1006, the E. Pickett Survey, Abstract No. 1018, the S.A. Venters Survey, Abstract No. 1315, and the W.E. Penley Survey, Abstract No. 1729, City and County of Denton, Texas, and with the use, purpose and legal descriptions of each easement being more particularly described in the attached Exhibit "A" (the "Property Interests") to the ordinance; authorizing the City Manager and City Attorney, or their respective designees, to acquire the property interests by agreement including making all offers required by law; authorizing the use of the power of eminent domain to condemn the property interests if an agreement cannot be reached; and authorizing the City Attorney, or her designee, to file eminent domain proceedings if necessary; authorizing the expenditure of funding; makings findings; providing a savings clause; and providing an effective date. (FM Highway 2181 Utility Relocations project) Paul Williamson, Real Estate Manager, presented the details of the eminent domain proposal. He displayed the legal descriptions for the easement during the motion. Council Member Gregory motioned "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 the necessary easements as defined as the Property Interests in the ordinance now under consideration, consisting of various tracts along FM Highway 2181, the limits of which being bounded to the north by Lillian Miller Parkway and to the south by the drive entrance to Hickory Creek Mobile Home Park, City City of Denton City Council Minutes November 8, 2016 Page 15 of Denton, Denton County, Texas, and being more particularly described on Exhibit "A" to the ordinance now under consideration and on the overhead screens, now being displayed to the audience, all of which are for a valid public use, necessary to provide for the construction, operation, and maintenance of both the municipal water system improvements, municipal sanitary sewer system improvements, and municipal electric improvements necessary for the FM Highway 2181 Utility Relocations project." Council Member Wazny seconded the motion. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. 4. ITEMS FOR INDIVIDUAL CONSIDERATION A. ID 16-1437 Consider appointments to the Tax Increment Reinvestment Zone (TIRZ) Number Two Board of Directors. Caroline Booth, Director of Economic Development, stated that Council adopted the ordinance defining the boundaries of TIRZ 2. The Board of Directors incorporates the current EDP Board as members. Since the last appointment, the EDP Board composition changed with the addition of a seat for the TWU President and Chancellor. Staff was requesting consideration of three new members from the EDP Board to the TIRZ 2 Board — Council Member Hawkins, Carine Feyten (TWU) and Jimmy Mejia. Council Member Gregory motioned, Council Member Bagheri seconded to approve the appointments. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. B. ID 16-1457 Consider appointing a Nominating Committee to recommend an appointee to fill an unexpired term on the Economic Development Partnership Board. Caroline Booth, Director of Economic Development stated that due to the passing of a member on the Board it was necessary to appoint a nominating committee to fill the unexpired term. The ordinance required a three member nominating committee consisting of two council members and one member of the Chamber of Commerce. Marty Rivers would be the Chamber representative. Mayor Pro Tem Roden motioned, Council Member Bagheri seconded to appoint Council Members Gregory and Hawkins to the nominating committee. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. C. ID 16-1469 Consider appointments to a Charter Review Committee. Council Member Bagheri appointed Prudence Sanchez. Council Member Briggs appointed Herbert Holl. City of Denton City Council Minutes November 8, 2016 Page 16 5. PUBLIC HEARINGS Ordinance No. 2016-362 A. Z16 -0019a Hold a public hearing and consider a request to rezone approximately 2.33 acres from a Neighborhood Residential 3 (NR -3) District to a Neighborhood Residential Mixed Use 12 (NRMU-12) District with a Mixed Use Residential Protection Overlay. The subject property is generally located on the northeast corner of East Sherman Drive and Kings Row. The Planning and Zoning Commission recommends approval of the request (7-0). Munal Mauladad, Director of Development Services, presented the background details of the request which dealt with Fire Station 44. She reviewed the location of the property, the existing zoning, proposed zoning and the overlay request. Future land use plan for the property was discussed along with public notification. The Planning and Zoning Commission recommended approval as did staff. The Mayor opened the public hearing. Paul Meltzer, 1914 W. Oak Street, Denton, questioned the use of the property. The Mayor closed the public hearing. Council Member Bagheri motioned, Council Member Briggs seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. Ordinance No. 2016-363 B. AESA16-0002a Hold a public hearing and consider a request for an Alternative Environmentally Sensitive Area Plan for the Ryan Meadows Addition, Phase 2. The approximately 37.35 acre subject property is generally located on the south side of Ryan Road, approximately 2,000 feet east of Country Club Road. The Planning and Zoning Commission recommends approval with conditions (6-0). Munal Mauladad, Director of Development Services, presented the details of the proposal, reviewing the current zoning, the environmentally sensitive area, and the Mobility Plan. She presented the detail of the mitigation that would be proposed with 25 new trees to be planted. The Planning and Zoning Commission recommended approval as did staff with conditions. The Mayor opened the public hearing. Thomas Fletcher, applicant, reviewed the drainage study and related issues for the change in the environmental information. Irrigation should not be a problem with the new tree plantings as the developer irrigated new areas in the development. The Mayor closed the public hearing. City of Denton City Council Minutes November 8, 2016 Page 17 Council Member Gregory motioned, Council Member Hawkins seconded to adopt the ordinance with a requirement for irrigation and the Planning and Zoning Commission conditions for three years. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. 6. 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.. The Council did not have any items at this time. 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 7:50 p.m. CHRIS WATTS MAYOR CITY OF DENTON, TEXAS JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON CITY COUNCIL MINUTES November 15, 2016 After determining that a quorum was present, the City Council convened in a Closed Meeting on Tuesday, November 15, 2016 at 8:07 a.m. in the Council Work Session Room at City Hall. PRESENT: Council Member Briggs, Council Member Wazny, Council Member Gregory, Mayor Pro Tem Roden, Council Member Bagheri, and Mayor Watts. ABSENT: Council Member Hawkins 1. Closed Meeting: A. ID 16-1471 Deliberations regarding Personnel Matters — Under Government Code, Section 551.074; and Consultation with Attorneys — Under Texas Government Code, Section 551.071. Conduct City Manager candidate interviews and discuss and deliberate regarding the evaluation of candidates and the appointment/employment of a City Manager and consultation, deliberation and receipt of information from the City attorneys involving legal matters relating to employment law and interviewing of candidates, where a public discussion of these legal matters would clearly conflict with the duty of the City's attorneys to the City of Denton under Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. Following the completion of the Closed Meeting, the City Council convened in Open Session at 5:04 p.m. and with no further business, the meeting was adjourned. CHRIS WATTS MAYOR CITY OF DENTON, TEXAS JANE RICHARDSON ASSISTANT CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON CITY COUNCIL MINUTES November 21, 2016 After determining that a quorum was present, the City Council convened in a Special Called Closed Meeting on Monday, November 21, 2016 at 10:02 a.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. Closed Meeting: A. ID 16-1499 Deliberations regarding Personnel Matters — Under Government Code, Section 551.074; and Consultation with Attorneys — Under Texas Government Code, Section 551.071. Discuss and deliberate regarding the evaluation of candidates and the appointment/employment of a City Manager and consultation, deliberation and receipt of information from the City attorneys involving legal matters relating to employment law and contracts with candidates, where a public discussion of these legal matters would clearly conflict with the duty of the City's attorneys to the City of Denton under Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. Following the completion of the Closed Meeting at 10:52 a.m., the City Council convened in a Special Called Meeting. 1. Items For Individual Consideration Ordinance No. 2016-365 A. ID 16-1507 Consider adoption of an ordinance approving an employment agreement for the City Manager and authorizing the Mayor to execute said Agreement setting the compensation and terms of that employment; authorizing expenditures and actions; and providing an effective date. Council Member Wazny motioned, Council Member Hawkins seconded to adopt the ordinance and employment agreement with Todd Hileman as City Manager with the flexibility to negotiate the start date to be on or before January 30, 2017 and the term of the employment agreement to be five years beginning on the commencement date, on or before January 30, 2017 and ending on or before January 29, 2022, depending on start date. 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. City of Denton City Council Minutes November 21, 2016 Page 2 With no further business, the meeting was adjourned at 10:55 a.m. CHRIS WATTS MAYOR CITY OF DENTON, TEXAS JANE RICHARDSON ASSISTANT CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON CITY COUNCIL MINUTES December 5, 2016 After determining that a quorum was present, the City of Denton City Council and the Denton Independent School District Board of Trustees convened in a Joint Meeting on Monday, December 5, 2016 at the Denton ISD Central Offices, 1307 N. Locust Street, Denton, Texas. 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. A. Mayor Watts called the meeting to order at 11:51 a.m. B. ID 16-1487 Receive a briefing regarding the 85th Texas Legislative priorities of both the Denton Independent School District and the City of Denton and hold a discussion with Fred Hill of Solutions for Local Control. Fred Hill with Solutions for Local Control reviewed his qualifications and committee assignments. He stated that during the legislative sessions they would be looking for good public policy and giving local government the ability to control what happened in their city. School finance was a critical issue as well as property taxes for school districts. Hill did not anticipate a lot of money going into school finance. He stated that there would probably be cities across the state raising property tax to 3.99%. This would have a negative impact on local government and would be devastating to economic development. The burden was being shifted by the State legislature because the State did not want to pick up any slack. He advised the Council and Trustees to be sure their State representatives knew their priorities. Lindsey Baker, Intergovernmental Relations/Public Information Officer, stated that the City's legislative priorities included preserving local budgeting authority and revenue sources, preserving local control of land use planning and zoning, and preserving community ownership and operation of Denton Municipal Electric. Jaime Wilson, Superintendent for DISD, stated that the DISD's legislative priorities included enhancing local control for local elected trustees to their local communities; advocating for adequate funding mechanisms for Texas Public schools; advocating for efficiency and transparency at the state and local level; and communicating the importance of local accountability. C. ID 16-1516 Receive a report and hold a discussion regarding the removal of FM 426, McKinney Street, as a roadway on the Texas Department of Transportation System and receive a status report on alternative transportation options provided through a partnership with Denton County Transportation Authority, Denton Independent School District and the City of Denton. John Davis, Director of Engineering, stated that earlier in the year he had presented a timeline for the McKinney Street project. The City had received the funding agreement from the State and would be taking it to the City Council in December or January for approval; then it would go to City of Denton City Council Minutes December 5, 2016 Page 2 TxDOT for approval. He estimated the project would begin February 1, 2017. The total length of the project with right-of-way and easement purchases would be four to four -and -a -half years. Davis stated that the funding anticipated from TxDOT would cover the primary project — Loop 288 to Ryan High School and a little beyond including a portion of W. Loop 288. Mark Nelson, Director of Transportation, stated the City of Denton, Denton County Transportation Authority (DCTA) and the Denton Independent School District (DISD) had entered into a program offering reduced fare rides for students who lived inside the two-mile DISD no bussing zone, generally along the Loop 288 and McKinney Street corridor. Passes were provided to approximately 12-15 students each month who might want to try out the program to see if it fit their needs. D. ID 16-1570 Receive a report and hold a discussion regarding the role of adult education and literacy and Community Development. Dr. David Gerabagi, Director of the Adult Education & Literacy Program with the Denton ISD, briefed the City Council and Board of Trustees on the WIOA — Workforce Innovation and Opportunity Act — that President Obama signed in July 2014. The Act was designed to increase access to and opportunities for employment, education, training, and support services. The Act explicitly recognized the need to coordinate services in order to create a full system of education and training for adults with barriers to education and employment. The DISD AEL program provided adult learners with opportunities to acquire and improve the essential skills necessary to be self-sufficient and to be contributing citizens, productive employees and effective family members. Denton's program had 31 morning and evening classes in 11 locations and served 714 students with 43,000 total hours. Over 50% of the individuals served ranged in age from 25 to 44 years old; 72% were female and 28% were male with 68% Hispanic, 15% White, 9% Asian, and 5% African American. With no further business, the meeting was adjourned at 1:41 p.m. CHRIS WATTS MAYOR CITY OF DENTON, TEXAS JANE RICHARDSON ASSISTANT CITY SECRETARY CITY OF DENTON, TEXAS City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-189, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: February 21, 2017 SUBJECT Consider adoption of an ordinance awarding a contract for a twenty-four (24) month lease of approximately fifty-nine (59) black and white digital copiers for various City of Denton departments as awarded by the State of Texas Department of Information Resources (DIR) through the Go DIRect Program, Contract Number DIR- TSO-3101; providing for the expenditure of funds therefor; and providing an effective date (File 5280 awarded to Canon Solutions America, Inc. in the not -to -exceed amount of $132,000). FILE INFORMATION: This item is for a twenty-four (24) month lease of approximately fifty-six (56) black and white digital copiers and three color copiers for various City departments. The City's previous three (3) year copier lease contract expired in August 2016 and has been extended on a monthly basis while staff obtained competitive pricing for a new contract. Staff has now negotiated a Best and Final Offer with our current vendor, Canon Solutions America, Inc. (Canon) through the State of Texas Go DIRect Program, Contract Number DIR-TSO-3101 which resulted in a monthly savings of $2,502 and an annual savings of $30,024 (Exhibit 1). The attached proposal from Canon (Exhibit 2) includes the following: Equipment: • 59 digital copiers/multi-function devices — $5,375 per month/$64,500 per year — Estimate of $3,000 for billable overages — Total 24 -month lease -$132,000 • Maintenance/service o Includes all staples, toner, supplies, and service o Overages @ $.0068 for black & white; $.05 color • Installation & training for new equipment The proposal from Canon Solutions America, Inc. also offers the following benefits: • Cost savings from current contract price of approximately $60,048 over the term of the lease • Hard drive security on all units City of Denton Page 1 of 2 Printed on 2/17/2017 povveied by I_egivt9i IN File #: ID 17-189, Version: 1 • Toner cartridge return program • Toner container recycling/collection program PRIOR ACTIONNIEW Contract# 5280 was approved by City Council on July 9, 2013. RECOMMENDATION Approve a 24 month copier lease contract extension with Canon Solutions America, Inc. in the not -to -exceed amount of $132,000. PRINCIPAL PLACE OF BUSINESS Canon Solutions America, Inc. Chicago, IL ESTIMATED SCHEDULE OF PROJECT This is a 24 -month lease extension agreement which will become effective upon City Council approval. Installation of the five new copiers will occur late February or early March 2017. FISCAL INFORMATION Funding for the contract is budgeted in Reprographics Operating Fund account 103100.6306. Copier usage is charged via expense allocation to each department on a monthly basis. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long -teen Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Organizational Excellence Related Goal: 1.1 Manage financial resources in a responsible manner EXHIBITS Exhibit 1: Equipment and Pricing List Exhibit 2: Agreement Exhibit 3: Ordinance Respectfully submitted: Ethan Cox, 349-7421 Customer Service Manager For inforination concerning this acquisition, contact: Tonya Demerson at 349-8129. City of Denton Page 2 of 2 Printed on 2/17/2017 povveied by I_egist9i I;, EXHIBIT 1 City of Denton Department Copiers Nov. 2016 # Building Location/Division Street Address Addtl Tray Print' Speed Mo. Avg Staple 3Hole (1107) Scan Fax Erase HD Comments: Monthly Cost of Equipment 2017-18 Monthly Cost of Equipment 2014-2016 Monthly Savings Achieved with Negotiated Renewal 24 Month Term Savings 1 City Hall Accountinq 215 E McKinney 25 846 X X X $68.00 $113.50 $45.50 $1,092.00 2 Air ort Airport 5000 Airport Rd 25 393 X X X X $68.00 $113.50 $45.50 $1,092.00. 3 Animal Services Animal Services 3717 N. Elm St 40 5,312 X X X $96.00 $160.50 $64.50 $1 548.00 4 Cityall West Bld . Insp. 215 W. Hickory St. 40 3,570 X X X X X $100.00 $167.00 $67.00 $1 608.00 5 Civic Center Civic Center 321 E McKinney 30 3,127 X X X $69.00 $115.50 $46.50 $1,116.00 6 City Hall CMO/City Manager 215 E McKinney 51 10,346 X X X X X $119.00 $198.50 $79.50 $1,908.00 7 City Hall East Code Enf 601 E Hickory 35 2,996 X X X X $79.00 $132.50 $53.50 $1,284.00 8 City Hall East Court/Clerks 601 E Hickory 35 1,630 X X X X $79.00 $132.50 $53.50 $1,284.00 9 City Hall East Court/Jury Rm 601 E Hickory 25 341 X X $68.00 $113.50 $45.50 $1,092.00 10 City Hall East Cust Svc/Cash AreE 601 E Hickory 25 511 X X $68.00 $113.50 $45.50 $1,092.00 11 City Hall East Cust Svc/File Rm 601 E Hickory 30 617 X X X $68.00 $115.50 $47.50 $1,140.00 12 Denia Denia 1001 Parvin St. 25 1,100 X X $68.00 $113.50 $45.50 $1,092.00 13 Dev Services Bld . Insp. 215 W. Hickory St. 40 2,500. X X X X X $100.00 $167.00 $67.00 $1,608.00 14 Dev Services Dev Services 215 W. Hickory St. 40 2,500 X X X X X r . Gis`(isi;� r`trt �'�.'' $240.00 $0.00 $240.00 -$5,760.00 15 Dev Services ED/Stoke 608 East Hickory Street Suite 128 40 2,500 X X X r �} C`Iortlyd� �a $211.50 $0.00 $211.50 -$5,076.00 16 Electric Enq Electric 1701 B Spencer 30 129 X X X X $73.00 $122.50 $49.50 $1,188.00 17 Electric Electric Sub 1701 C Spencer 55 1,500 X X X X X $118.00 $197.00 $79.00 $1,896.00 18 Electric Electric Admin 1629Spencer 55 2,264 X X X X X $118.00 $197.00 $79.00 $1896.00 19 Fac. M mt. Fac M t/Front 869 S. Woodrow 30 565 X X X $69.00 $115.50 $46.50 $1,116.00 20 City Hall Finance 215 E McKinney 35 4,662 X X X X X $98.00 $163.50 $65.50 $1,572.00 21 Fire Central Fire Admin 332 E Hickory 35 2,007 X X X X $79.00 $132.50 $53.50 $1,284.00 22 Fleet Services Fleet 804 Texas St. 35 3,072 X X X X X $79.00 $132.50 $53.50 $1,2i4.00 23 City Hall East HR/Front Desk 601 E Hickory 35 8,434 X X X X X $79.00 $132.50 $53.50 $1,284.00 24 City Hall East HR/Non Break Area 601 E Hickory 35 7,772 X X X X X $98.00 $163.50 $65.50 $1,572.00 25 Annex KDB 608 E. Hickory Street, Suite 130 25 435 X X X $68.00 $113.50 $45.50 $1,092.00 26 City Hall Legal 215 E McKinney 35 10,745 X X X X X $98.00 $163.50 $65.50 $1,572.00. 27 Library/EF Library EF 502 Oakland St 45 2248 X X X X Coin -0 Unit $104.00 $173.50 $69.50 $1668.00 28 Library/EF Library EF 502 Oakland St 51 2,079 X X X X X X $119.00 $198.50 $79.50 $1908.00 29 Libra /NB Library NB 3020 N. Locust St 45 2,212 X X X X X X $108.00 $181.00 $73.00 $1,752.00 30 Libra /NB Library North Branc 3020 N. Locust St 35 2,677 X X X X Coin -0 Unit $79.00 $132.00 $53.00 $1,272.00 31 Library/SB Library South Branc 3228 Teasley Lane 35 2,739 X X X X X Coin -0 Unit $79.00 $132.00 $53.00 $1,272.00 32 MILK MILK Rec Center 1300 Wilson St 25 963 X X $68.00 $113.50 $45.50 $1,092.00 33 North Lakes North Lakes 2001 W. Windsor Dr. 25 1,977 X X $68.00 $113.50 $45.50 $1,092.00 34 City Hall East Parks 601 E Hickory 45 3,335 X X X X X $108.00 $181.00 $73.00 $1,752.00 35 Service Center Parks/Maintenance 901 Texas St 25 1 440 X X X X $72.00 $120.50 $48.50 $1,164.00. 36 City Hall West Planning 215 W. Hickory St. 50 3,973. X X X X X $101.00 $168.50 $67.50 $1,620.00 37 City Hall East Police Admin 601 E Hickory 45 4,109 X X X X X $108.00 $181.00 $73.00 $1,752.00 38 City Hall East Police/CID 601 E Hickory 30 3,753 X X X '"-%`'G`o)of -77i777' $211.50 $211.50 $0.00 $211.50 $5076.00 39 Police/Conf. Police/Confidential 601 E Hickory 25 1,422 X X $68.00 $113.50 $45.50 $1,092.00 40 City Hall East Police/Dispatch 601 E Hickory 25 709 X X $68.00 $113.50 $45.50 $1,092.00 41 City Hall East Police/Jail 601 E Hickory 30 3,817 X X X $69.00 $115.50 $46.50 $1,116.00 42 City Hall East Police/Records 601 E Hickory 40 3,409 X X X X X $100.00 $167.00 $67.00 $1,608.00 43 City Hall East Police/Report Writin 601 E Hickory 35 5,640 X X X X X $73.00 $122.50 $49.50 $1,188.00 44 Service Center Purchasinq 901 B Texas St 50 7,998 X X X X X $101.00 $168.50 $67.50 $1,620.00 45 Water Prod Plant Ray Roberts 9401 Lake Ray Roberts Dam Rd.(Aubrey) 25 330 X X $69.00 $113.50 $44.50 $1,068.00 46 Senior Center Senior Center 509 N. Bell 25 2,193 X X X $68.00 $113.50 $45.50 $1092.00 47 Solid Waste Solid Waste 1708 Spencer Rd 45 3,794 X X X X X $108.00 $181.00 $73.00 $1,752.00 48 Service Center Streets 901 A Texas St. 30 2,155 X X X $69.00 $115.50 $46.50 $1 116.00 49 Service Center Svc Center/Utilities/ 901 Texas St 35 583 X X X X X $98.00 $163.50 $65.50 $1,572.00 50 Service Center Svc Center/Utilties 901 Texas St 35 1,627 X X X X X $98.00 $163.50 $65.50 $1,572.00 51 Traffic Control Traffic Control 901 Texas St 25 270 X X $68.00 $113.50 $45.50 $1,092.00 52 City Hall Utilities Admin 215 E McKinney 35 1,983 X X X X X X $98.00 $163.50 $65.50 $1,572.00 53 Service Center Warehouse 901 Texas St 25 983 X X X $72.00 $120.50 $48.50 $1,164.00 54 Service Center Water Field Svc 901 A Texas St. 25 380 X X $68.00 $113.50 $45.50 $1 092.00 55 Water Prod Plant Water Production 1708 Spencer Rd 25 446 X X X X $72.00 $120.50 $48.50 $1,164.00 56 Water Rec. Lab Water Rec. Plant 11100 S Ma hill Rd 30 798 X X X $69.00 $115.50 $46.50 $1,116.00 57 Water Rec. Lab Water Rec. Plant 1100 S Ma hill Rd 50 2,849 X X X $94.00 $158.00 $64.00 $1,536.00 58 Water Works Pa Water Works Park 2400 Lon Rd 30 2,084. X X X $73.00 $122.50 $49.50 $1,188.00 59 Service Center Water/Meter 19U1 A Texas St. 25 352 X X $68.001 $113.50 $45.50 $1,092.00 155,200 Total Cost - Monthl $5,375.001 $7,877.00 $2,502.00 $60,048.00 ---;--;--;--;--;--;--;- = Addition to current fleet Savings from Previous Agreement Current Canon Contract MO tr> `rr $T;$7ZrO0i Negotiated Canon Price MO ,y{'"75r,0Or Total 2 yr Savings $60,048.00 The City of Denton will be able to add 3 new color units, 2 new B/W contracting for this service, with the selection from Canon. units and save an estimated $60,048.00 additional dollars over the next two ears of 2/13/2017 Callon City of Denton CANON SOLUTIONS AMERICA Agreement for the Provision of Managed Print Services Under Texas DIR Contract DIR-TSO-3101 For NON TX State Agencies 1/23/2017 ATTACHMENT A 901 B Texas Street Denton, Texas 940-349-7133 www.cityofdenton.com 1, Canon Solutions America, Inc. (CSA) shall provide Managed Print Services as set forth on Exhibit A to Customer pursuant to the terms of the State of Texas Department of Information Resources ("Texas DIR") Contract Number DIR-TSO-3101, by and between Texas DIR and Canon U.S.A., Inc. (the "DIR Contract'), and the terms of which are incorporated herein. All services to be billed as a cost per copy program by Canon Financial Services, Inc. (Lessor) pursuant to the terms of this SOW to the DIR Contract, as modified hereby. 2. Remit to: Canon Financial Services, Inc. 14904 Collections Drive, Chicago, IL 60693-0149. 3. The term of this Agreement and the SOW shall be for a minimum of 24 months beginning on ("Term") 4. Canon Solutions America, Inc. shall provide all maintenance services (parts and labor), supplies (toner, drums, staples, etc.) and proactive fleet monitoring and/or reporting under this agreement. 5. Minimum Base charge due to be invoiced by CFS and paid by City of Denton is $5,375 per month for the Term. 6. The following are the charges are included for maintenance and supplies to be invoiced by CFS, which Customer agrees to pay: a. Minimum Copy Commitment 190,000 (182,000 BfW er m nth / 8,00 Color per month b. Fleet Cost per Copy: .02829 C. Billing Cycle: Monthly d. B/W Overages: .0068 per impression e. Color Overages: .05 per impression T The initial Base Maintenance Payment set forth in section 5 shall be due on . Payment for Cost per Copy overage charges set forth in Section 6(d) shall be billed per the Cycle set forth in section 5(c), in advance. 8. Customer warrants and represents to CSA and City of Denton that (i) it is a "Customer' as defined in the DIR Contract; (ii) it agrees to the managed print services contract pursuant to the terms hereof, and to be bound by, and comply with, the terms of this Agreement; (iii) it has been duly authorized by the laws of the applicable jurisdiction and by a resolution of its governing body to execute and deliver this Agreement and to carry out its obligations hereunder; (iv) the person signing below has full authority to execute this Agreement on its behalf; (v) all legal requirements have been met, and procedures have been followed in order to ensure the enforceability of this Agreement; and (vi) its need for the Equipment is not expected to diminish during the Term. 9. Unless otherwise specifically defined herein, capitalized terms shall have the same meaning in this Agreement and the DIR Contract. Should the terms of the DIR Contract and this Agreement conflict, the terms of this Agreement shall control. All terms and conditions of the DIR Contract not changed or modified by Agreement shall remain in full force and effect. This Agreement constitutes the entire agreement between the parties, concerning the subject hereof. No amendment, modification, or waiver of any term of this Agreement shall be effective unless in writing and signed by the parties. Dated the day and date first above written. Customer: City of Denton By Name Title See Schedule A date 1/26/2017 for listing of all units to be included and covered by this Managed Print Services Program. CSA will provide Copy and Print services for the equipment identified in the Equipment Schedule. CSA will be responsible for all parts, labor, supplies, etc. required to operate the devices. CSA will target a 4 hour average service response time provide asset monitoring and tracking, supply replenishment, consolidated invoicing and Quarterly Fleet Reviews. CSA will replace the Equipment specified herein with a like or substantially similar piece of equipment should CSA be unable to maintain the Equipment to manufacturer's specifications. 1. The Customer agrees to allow the installation of automated meter collection software by CSA to facilitate monthly meter readings required by this Agreement. Should the Company not be able to collect applicable meter readings for any reason via aforementioned software, the Customer agrees to provide such readings on a manual basis each month. Should meter readings not be obtained monthly from the Customer, the company will estimate meters for contract billing purposes. Estimated meter disputes that result in a contract billing adjustment will be subject to an administrative processing charge. 2. CSA will supply all toner and ink necessary, provided the black & white copy/print application is within twenty percent (20%) of the industry standard six percent (6%) density coverage on a letter size (8 % x 11) sheet of paper and provided the color copy/print application is within twenty percent (20%) of the industry standard twenty percent (20%) density coverage on a letter size (8 % x 11) sheet of paper. Applications with excessive density coverage will be subject to a surcharge. Only supplies (other than paper) that are provided by CSA may be used in conjunction with this Agreement. The Customer agrees to keep the supplies provided by this Agreement in a safe place and only use them in the Equipment covered by this Agreement. All supplies will be stocked onsite at a location convenient and agreed upon by the Customer. All supplies pertaining to this Agreement are the property of CSA and can only be used for Equipment listed in the Equipment Schedule. Should extra supplies be required to accommodate large print job applications, the Customer can request additional supplies online which will be delivered within an agreed upon time. 3. All scheduled service calls and intervening calls will be performed during the CSR's normal working hours. Service calls requested for those other than the normal working hours will be charged to the Customer at the Company's then current rate for after-hours service. 4. Network, workstation, software application, and print driver related issues are not considered under this Agreement. 5. CSA and City of Denton reserves the right to extend this Agreement on a Quarterly basis upon mutual agreement between both parties. 6. Additional equipment can be added on an additional minimum CPI basis 2 CITY OF DENTON SCHEDULE A 54 Existing Canon Units IR6255 NMU06968 IR4025 HRQ09687 IR6255 NMU07501 IR4025 HRQ09672 IR4051 HRM07375 IR4025 HRQ09715 IR4051 H RM07374 IR2530 FTG80180 IR4051 H RM07434 IR2530 FTG80179 IR4051 HRM07399 IR2530 FTG80185 IR4045 HRN10697 IR2530 FTG81055 IR4045 HRN09970 IR2530 FTG81038 IR4045 HRN09942 IR2530 FTG50188 IR4045 HRN09943 IR2530 FTG81037 IR4045 HRN09974 IR2525 FRU89310 IR4035 HRP15128 IR2525 FRU90033 IR4035 HRP15387 IR2525 FRU90530 IR4035 HRP10989 IR2525 FRU87830 IR4035 HRP13848 IR2525 FRU90531 IR4035 HRP15141 IR2525 FRU89315 IR4035 HRP15381 IR2525 FRU87890 IR4035 HRP15388 IR2525 FRU90036 IR4035 HRP15361 IR2525 FRU89312 IR4035 HRP15393 IR2525 FRU87851 IR4035 HRP15384 IR2525 FRU87899 IR4035 HRP15145 IR2525 FRU87850 IR4035 HRP15303 IR2525 FRU87904 IR4035 HRP15140 IR2525 FRU90124 IR4035 HRP15396 IR2525 FRU90038 IR4035 HRP15135 IR10251F DRL77509 IR4035 HRP15136 IR4251 RKP01970 New Equipment Addition Config Qty Line Qty Item Code Description 1 1 803213003 IMAGERUNNER ADVANCE 4225 1 48056002 DADF-AG1 1 6543 B001 CABINET TYPE-G 1 1972V064 ESP NEXT GEN PCS POWER FILTER (120V/15A) XG-PCS-15D 1 2246V630 IMAGERUNNER ADV 4235/4225/4535i/4521i INSTALL PAK 1 2368V119 LOW VOLUME CONNECTIVITY UP TO 30PPM uniFLOW SOFTWARE SOLUTIONS PACKAGE Config Qty Line Qty Item Code Description 1 1 80306003 IMAGERUNNER ADVANCE 4245 - Extremely Limited Inventory 1 375513001 CASSETTE FEEDING UNIT-AF1 1 480813001 INNER FINISHER-D1 1 481013002 INNER 2/3 HOLE PUNCHER-Al (OPTION FOR INNER FINISHER-D1) 1 1972V064 ESP NEXT GEN PCS POWER FILTER (120V/15A) XG-PCS-15D 1 2246V629 IMAGERUNNER ADV 4251/4245/4551i/4545i INSTALL PAK 1 2368V120 MID VOLUME CONNECTIVITY 30+PPM UP TO 79PPM uniFLOW SOFTWARE SOLUTIONS PACKAGE Config Qty Line Qty Item Code Description 1 1 0604C003 IMAGERUNNER ADVANCE C55401 1 0609C002 CASSETTE FEEDING UNIT-AM1 1 0615C002 INNER FINISHER-H1 1 0618C002 INNER 2/3 HOLE PUNCHER-131 1 1972V064 ESP NEXT GEN PCS POWER FILTER (120V/15A) XG-PCS-15D 1 2368V120 MID VOLUME CONNECTIVITY 30+PPM UP TO 79PPM 1 3088V679 INSTALL PAK C55351 & C55401 uniFLOW SOFTWARE SOLUTIONS PACKAGE Config Qty Line Qty Item Code Description 1 1 0604C003 IMAGERUNNER ADVANCE C55401 1 17700001 CABINET TYPE-N 1 1972V064 ESP NEXT GEN PCS POWER FILTER (120V/15A) XG-PCS-15D 1 2368V120 MID VOLUME CONNECTIVITY 30+PPM UP TO 79PPM 1 3088V679 INSTALL PAK C55351 & C55401 uniFLOW SOFTWARE SOLUTIONS PACKAGE Config Qty Line Qty Item Code Description 1 1 0605C003 IMAGERUNNER ADVANCE C55351 1 17700001 CABINET TYPE-N 1 0615C002 INNER FINISHER-1-11 1 1972V064 ESP NEXT GEN PCS POWER FILTER (120V/15A) XG-PCS-15D 1 2368V120 MID VOLUME CONNECTIVITY 30+PPM UP TO 79PPM 1 3088V679 INSTALL PAK C55351 & C55401 uniFLOW SOFTWARE SOLUTIONS PACKAGE EXHIBIT 3 ORDINANCE NO. CONSIDER ADOPTION OF AN ORDINANCE AWARDING A CONTRACT FOR A TWENTY- FOUR (24) MONTH LEASE OF APPROXIMATELY FIFTY-NINE (59) BLACK AND WHITE DIGITAL COPIERS FOR VARIOUS CITY OF DENTON DEPARTMENTS AS AWARDED BY THE STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES (DIR) THROUGH THE GO DIRECT PROGRAM, CONTRACT NUMBER DIR-TSO-3 10 1; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 5280 AWARDED TO CANON SOLUTIONS AMERICA, INC. IN THE NOT -TO -EXCEED AMOUNT OF $132,000). WHEREAS, pursuant to Resolution 92-019, the State of Texas has solicited, received and tabulated competitive bids for the purchase of necessary materials, equipment, supplies or services in accordance with the procedures of state law on behalf of the City of Denton; and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described materials, equipment, supplies or services can be purchased by the City through the State of Texas Department of Information Services Go Direct Program at less cost than the City would expend if bidding these items individually; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The numbered items in the following numbered purchase order for materials, equipment, supplies, or services, shown in the "File Number" listed hereon, and on file in the office of the Purchasing Agent, are hereby approved: FILE NUMER VENDOR AMOUNT 5280 Canon Solutions America, Inc. $132,000 SECTION 2. By the acceptance and approval of the above numbered items set forth in the attached purchase orders, the City accepts the offer of the persons submitting the bids to the State of Texas Department of Information Services Go Direct Program for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, conditions, specifications, standards, quantities and for the specified sums contained in the bid documents and related documents filed with the State of Texas Department of Information Services Go Direct Program, and the purchase orders issued by the City. EXHIBIT 3 SECTION 3. Should the City and persons submitting approved and accepted items set forth in the attached purchase orders wish to enter into a formal written agreement as a result of the City's ratification of bids awarded by the State of Texas Department of Information Services Go Direct Program, the City Manager or his designated representative is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accordance with the terms, conditions, specifications and standards contained in the Proposal submitted to the State of Texas Department of Information Services Go Direct Program, quantities and specified sums contained in the City's purchase orders, and related documents herein approved and accepted. SECTION 4. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY BY: City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-190, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: February 21, 2017 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas authorizing the approval of a second amendment to a contract between the City of Denton and LCG Consulting for Forward Market Modeling Software services for an additional three (3) year period, extending the contract approved by City Council on February 4, 2014 in the amount of $309,000 and a First Amendment approved by Purchasing staff on November 13, 2014 in the amount of $10,000; providing for the expenditure of funds therefor; and providing an effective date (File 5424 -providing for an additional expenditure amount not -to -exceed $309,000, with the total contract amount not -to -exceed $628,000). The Public Utilities Board recommends approval (5-0). FILE INFORMATION This software was initially competitively solicited in December 2013 as RFP 5424. The City Council approved a contract with LCG Consulting on February 4, 2014, in the amount of $309,000. A first amendment was approved by Purchasing staff on November 13, 2014 in the amount of $10,000. This second amendment is to extend the contract, software, and licensing for an additional three (3) year period. This software has been utilized by the Energy Management Office (EMO) for the past three years. In order to continue to ensure that the EMO staff can make the best possible decision regarding market purchases, sales, and interpreting future transmission congestion, this software is required. The total contract cost for three (3) years of licensing the software is $309,000. The annual contract can be broken down into the following items: 1. UPLAN Network Power Model, Licensing 2. Application Programming Interface (API) 3. ERCOT Annual Database 4. ERCOT Market Tools Total First Year Cost 5. Year 2, Cost 6. Year 3, Cost Three Year Total Contract Cost $ 80,000 $ 8,000 $ 10,000 $ 5,000 $103,000 $103,000 $103,000 $309,000 City of Denton Page 1 of 3 Printed on 2/17/2017 povveied by I_egivt9i IN File #: ID 17-190, Version: 1 LCG Consulting has agreed to extend the contract for another three years at the original price that was quoted three years ago. The existing contract expired on February 16, 2017. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On February 13, 2017, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. RECOMMENDATION Approve a second amendment to the contract with LCG Consulting in in an amount not -to -exceed $309,000 for a total contract award of $628,000. PRINCIPAL PLACE OF BUSINESS LCG Consulting Los Altos, CA ESTIMATED SCHEDULE OF PROJECT The second amendment will extend this contract through February 16, 2020. FISCAL INFORMATION The software and services will be funded from the Electric Operating Fund Account# 600003.7804.5750. A line will be added to the existing purchase order for this contract. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Organizational Excellence Related Goal: 2.3 Promote superior utility services and facilities EXHIBITS Exhibit l: Original Contract Exhibit 2: Amendment 1 Exhibit 3: Public Utilities Board Draft Minutes Exhibit 4: Ordinance Exhibit 5: Contract Respectfully submitted: Ethan Cox, 349-8421 City of Denton Page 2 of 3 Printed on 2/17/2017 povveied by I_egist9i I;, File #: ID 17-190, Version: 1 Customer Service Manager For information concerning this acquisition, contact: Lance Cunningham at 349-7140. City of Denton Page 3 of 3 Printed on 2/17/2017 povveied by I_egist9i I;, EXHIBIT 1 CONTRACTBY 1 BETWEEN CITY OF DENTON,1 THIS CONTRACT is made and entered into this 61 day of A.D., 2014, by and between LCG CONSULTING a corporation, whose address is 4962E Camino Real, Suite 112 Los Altos CA 94022, hereinafter referred to as "Supplier," and the CITY OF ENTN, 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: Supplier shall provide products in accordance with the City's RFP #5424 Forward Market Modeling Software, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit "A") (b) City of Denton's RFP 5424 (on file at the office of the Purchasing Agent) (c) Standard Terms and Conditions (Exhibit "B") (d) Form CIQ — Conflict of Interest Questionnaire (Exhibit "C"). (e) Supplier's Proposal. (Exhibit ""); 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." EXHIBIT I IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: jdV1jNjLj'jj - F."Vel I V."v -.10i'min EMS I Wff—"v Elm -, sm rm By 91151AITIM, LCGSULTING BY: AZt,-lr-I 10AZE'1.} SIGNATURE Date: January 17, 2014 Name: Rajat Deb Title: President 650-962-9670 PHONE NUMBER 650-962-9615 FAX NUMBER CITY OF DENTON, TEXAS BY: GEORGE C. CA CITY NVANAGER q'11 L,2,1Y Da c EXHIBIT 1 Exhibit A Special Terms and Conditions Total Contract Amount The contract total shall not exceed $309,000. Pricing shall be per Exhibit D attached. Delivery Lead Time Products or services will be delivered within 15 days after the receipt of order from the City. Additional Items Supplier agrees to provide a resulting data only view user, at no additional cost. Exception Supplier has taken exception to Item 7 on page 8 of the RFP. The item has been revised as follows: LCG's proprietary UPLAN software model, as well as all other models and databases commercially developed and offered to the City in this proposal, will remain the sole property of LCG Consulting. Specifically, the City will receive the right to use these models and databases during the license term with payment of the agreed upon license fees, the City will not become the owner of these models, databases or any confidential and proprietary information contained therein. 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 date of signature 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. RFP 5424 Exhibit B 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 ofDeo1on`u an|iohuton are applicable to Contracts/Purchase Orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller herein after referred to as the Supplier. Any deviations must be in writing and signed by uropreuentu1ive of the City's Procurement Department and the Supplier. No Terms and Conditions contained in the Supplier's Proposal response, Invoice or Statement shall serve to modify the terms set forth herein. If there is u conflict between the provisions on the face of the Contract/Purchase Order these written provisions will take precedence. By submitting an Offer in response to the Solicitation, the Supplier agrees [hal 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, h, 7, 0, 20, %|, and 36 mhn|| apply only to u Solicitation to purchase Gonda, and Sections q, 10, ll and 22 uhn|| apply only to a Solicitation to purchase Services to be performed principally u1the City's premises oroupublic rights-of-way. |. SUPPLIER'S OBLIGATIONS. The Supplier shall fully and timely provide all deliverables described in the Solicitation and in the Supplier's Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and |oou| laws, roiea. and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall bueffective aoo[ the date the contract iosigned bythe City, and shall continue ineffect until all obligations are performed in accordance with the Contract. 3. SUPPLIER TO PACKAGE DELIVERABLES: The Supplier will package deliverables in uuuorJouoc with good commercial practice and and|include upacking list showing the description of each item, the quantity and unit price onieaa otherwise provided in the Specifications or Supplemental Tonnu and Conditions, each shipping container shall be clearly and permanently marked us b/||ovvo: (a) The Supplier's name and address, (h)the City's name, address and purchase order or purchase release number and the price agreement oom6c, if applicable, (x) Container number and total number ofcontainers, c.g.box l of4boxes, and (d)the number ofthe container bearing the packing list. The Supplier shall bear cost o[packaging. Deliverables shall be suitably packed to secure lowest transportation ooure and to conform to all the requirements nfcommon carriers and any applicable specification. The City's count orweight shall he fiou| and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Supplier ionot authorized ooship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Supplier grants to the City unon-exu|omivc, limited term, and entity npoui6n license for the use of the deliverables. Title to the deliverables shall remain with Supplier. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped RO.B.point of delivery unless otherwise opeuificdiothe Supplemental Terms and Conditions. Unless otherwise stated inthe Offer, the Supplier's phuc shall hedeemed to include all delivery and transportation charges. The City shall have the right to designate what method oftransportation xhoU beused tu ship the deliverables. The place ofdelivery shall hethat 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 atdelivery before accepting them, and to reject defective or non -conforming deliverables. If the City has the right to inspect the Supplier's, or the Supplier's Subcontractor's, facilities, or the dcUvemb|cm at the Supplier's, or the Supplier's Suhunutruotor'x, pnumi000. the Supplier shall furnish, or cause to be furnished, without additional uhu,ge, all reasonable &ui1bioo and assistance to the City tofacilitate such inspection. RFP 5424 EXHIBIT I 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non -complying tender shall constitute a breach and the Supplier shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Supplier may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Supplier access to the sites where the Supplier is to perform the services as required in order for the Supplier to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Supplier acknowledges that it has satisfied itself as to the nature of the City's service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Supplier's obligations under the contract. The Supplier hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. 10. WORKFORCE A. The Supplier shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Supplier, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Supplier that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Supplier shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Supplier represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ("IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Supplier, it's Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Supplier shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Supplier's obligations under this paragraph. Environmental Protection: The supplier shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 el seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. § 1251 el seq.). 12. INVOICES: A. The Supplier shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department's Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation HIMINEINA EXHIBIT I charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Supplier's name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor's registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Supplier's invoice. C. Invoices for labor shall include a copy of all time -sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work -hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Supplier shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Supplier will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Supplier to such extent as may be necessary on account of: i. delivery of defective or non -conforming deliverables by the Supplier; ii. third party claims, which are not covered by the insurance which the Supplier is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii, failure of the Supplier to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City's agents, employees or suppliers, which is not covered by insurance required to be provided by the Supplier; v. reasonable evidence that the Supplier's obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; vi. failure of the Supplier to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Supplier to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Supplier agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Supplier. The City shall provide the Supplier written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per them expenses in connection with the Contract shall be paid by the Supplier, unless otherwise stated in the contract terms. 15. FINAL PAYMENT AND CLOSE-OUT: A.{[uDBBMBE/WBEProgram Plan isagreed mand the Supplier has identified Subcontractors, the Supplier is required tosubmit uContract Close -Out MBE/WBBCompliance Report to the Purchasing Manager no later than the l5th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld ifthe Supplier ianot incompliance with the requirements oo accepted hythe City. B.The making and acceptance offinal payment will constitute: i. a waiver of all claims by the City against the Supplier, except claims (|) which have been previously asserted in writing and not yet settled, (2)arising from defective work appearing after final inspection, (3) arising from failure ofthe Supplier tocomply with the Contract orthe terms ofany warranty specified herein, (4)arising from the Supplier's continuing obligations under the Contract. including but not limited to indemnity and warranty obligations, or (5) arising under the City's right to audit; and ii. a waiver of all claims by the Supplier against the City other than those previously asserted iowriting and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: }[ the price stated onthe Offer includes the cost o[any special tooling or special toot equipment fabricated or required by the Supplier for the purpose of filling this order, such special tooling equipment and any process uhouto related thereto ohu|l become the property ofthe City and o6u|| be identified by the Supplier as such. 17. RIGHT TO AUDIT: A.The City shall have the right to audit and make copies ofthe books, records and computations pertaining mthe Contract. The Supplier shall retain such hooka, reonrdo, 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 xho|| hekept until all audit tasks are completed and resolved. ?h000 books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Supplier shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining tothe Contract, and to allow the City similar access tu those documents. All books and records will be made available within a 5 mile radius oythe City of Denton. The cost ofthe audit will be borne by the City unless the audit reveals unoverpayment oylY6orgreater. {fonoverpayment ofl%orgreater occurs, the reasonable cost of the audit, including any travel oouto, moo\ he borne by the Supplier which moat be payable within five (5) business days ofreceipt o[ao invoice. B. Failure to comply with the provisions of this acchou ahu|| be u material breach of the Contract and uhu|i oonohtotc, in the City's sole dioonetion, grounds for termination thereof. Each of the terms "books", ^^muovdo", ^`dnuumento" and "other uvidcouc". as used above, shall heconstrued io include drafts and c|cutmuix b|oa, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Supplier identified Subcontractors in uDBE/M8B/VVBBagreed to Plan, the Supplier shall comply with all requirements approved by the City. The Supplier shall not initially employ any Subcontractor except usprovided in the Supplier's Plan. The Supplier shall not substitute any Dohoon1rooWr identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Supplier is additionally required to submit a monthly Sobuo/umor Avvmdo and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Supplier by u Subcontractor shall be pursuant to a*riouo contract between the Supplier and Subcontractor. The terms nythe subcontract may not conflict with the terms ofthe Contract, and shall contain provisions that: i. require that all deliverables to heprovided bythe Subcontractor heprovided 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 nfthe City and the Supplier. The City may require, as ucondition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require 8uhunotmctnm to submit all invoices and applications for payments, including any claims for additional payments, damages orotherwise, k/the Supplier ioouffiuiorttime toenable the Supplier minclude 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 mointain, throughout the term of their contract, insurance in the type and amounts specified for the Supplier, with the City being o named insured as its interest ohuU appear; and v. require that the Subcontractor indemnify and hold the City harmless tothe same extent oothe Supplier is required tmindemnify the City. C. The Supplier ohuU be fully responsible to the City for all acts and omissions of the Subcontractors just as the Supplier iaresponsible for the Supplier's own acts and omissions. Nothing inthe Contract shall create for the benefit of any such 8uhuon\ruxm, any contractual relationship between the City and any such 8ub000truuror, nor abu{| it create any obligation on the part of the City to pay o, to see to the payment of any moneys doe any such Subcontractor except uxmay otherwise bnrequired hylaw. D. The Supplier shall pay each Subcontractor its appropriate share of payments made to the Supplier not later than ten (l0)calendar days after receipt ofpayment from the City. |!l : A. The Supplier warrants the prices quoted in the Offer are no higher than the Supplier's current primes on orders by others for like deliverables under similar terms ofpurchase. B. The Supplier certifies that the prices in the Offer have been univm] at independently without consultation, communication, or ug,00mcut for the purpose o[restricting competition, as to any matter relating m such fees with any other firm or with any competitor. C. In addition to any other remedy uvuilub|c' the City may deduct from any amounts owed to the Supplier, or otherwise recover, any amounts paid for items io excess ofthe Supplier's current prices onorders 6yothers for like deliverables under similar terms ofpurchase. 20. WARRANTY—TITLE:TheSumUerwarronts that ithas good and indefeasible title toall deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Supplier shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY — DELIVERABLE& The Supplier warrants and represents that all deliverables sold the City under the Contract ohoU be free from defects in design, workmanship or manufacture, and conform in all material n:apomts to the specifications, drawings, and descriptions in the Solicitation, to any aump|m hnoinbed by the Supplier, kothe terms, covenants and conditions of the Contmc, and to all upp)icuh|o 8/u1e. Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall 6onew o,recycled merchandise, and not used nrreconditioned. A. Recycled deliverables shall 6cclearly identified uosuch. B. The Supplier may not limit, oxu|odo or disclaim the foregoing warranty orany warranty implied by law; and any attempt tndoaoshall hcwithout force oreffect. C. Oo|eon otherwise specified in the Contmut, the vvnr,umy period shall be at |onut one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Supplier shall promptly upon receipt of demand either repair the non -conforming deliverables, o, replace the non -conforming deliverables with fully conforming dx|ivemh|ex, at the City's option and at no additional cost to the City. All costs incidental to such o:pui, o, replacement, including but not limited to, any packaging and shipping costs ohu|| be borne exclusively by the Supplier. The City abul| endeavor to give the Supplier written notice of the breach of warranty within thirty (20) ou|eodo, days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City's rights under this section. D. If the Supplier is unable or unwilling to repair or replace defective or non -conforming deliverables as required by the Ci1y, then in addition to any other available remedy, the City may reduce the quantity ofdeliverables it may he required to purchase under the Contract from the Supplier, and purchase conforming deliverables from other sources. In such event, the Supplier shall pay tothe City upon demand the increased cost, if any, incurred by the City (oprocure such deliverables from another source. B. If the Supplier is not the manufacturer, and the deliverables are covered by o separate manufacturer's warranty, the Supplier shall transfer and assign such manufacturer's warranty mthe City. {yfor any reason the manufacturer's warranty oomoot be fully transferred to the Ci/y, the Supplier shall assist and cooperate with the City to the fullest extent to enforce such manufacturer's warranty for the benefit of the City. 22. WARRANTY — SERVICES: The Supplier nurn/uts and represents that all services to he provided the City under the Contract will be fully and timely performed in u good and workmanlike manner in nucondunmr with gonond|y accepted industry akmdmdo and practices, the 1enno, conditions, and oovunm8o of the Contract, and all applicable Federal, State and local laws, rules orregulations. A. The Supplier may not limit, exclude or disclaim the foregoing warranty orany v/unonty implied by law, and any attempt mJoso shal|be without force meffect. B. Unless otherwise specified inthe Contract, the warranty period shall be atleast one year from the Acceptance Date. {fduring the warranty period, one ormore of the above warranties are breached, the Supplier shall promptly upon receipt ofdemand perform the ocrvixcn again in accordance with above standard at no additional cost to the City. All costs incidental to such additional pcdb,munuu shall boborne bythe Supplier. The City shall endeavor to give the Supplier written notice ofthe breach ofwarranty vvitbinthidy(30)ou|cnJerduyoofdincovoryoYtbeb,oaoh warranty, but failure to give timely notice shall not impair the City's rights under this section. C. If the Supplier is unable orunwilling unperform its services iuaccordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the umox/k of services it may be required to purchase under the Contract from the Supplier, and purchase conforming services from other sources. In such event, the Supplier shall pay to the City upon demand the increased cost, if any, incurred by the City toprocure such oemiocx from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON -CONFORMING DELIVERABLE& If, instead of requiring immediate correction or removal and replacement of defective or non -conforming deliverables, the City prefersto accept it, the City may do so. The Supplier shall pay all claims, coo*, |ooueo and damages attributable tothe City's evaluation of and determination to accept such defective or non -conforming deliverables. lfany such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to uompxuym|o the City for the diminished value ofthe defective ornon-conforming deliverables. Ifthe acceptance occurs after final payment, such amount will herefunded tothe City hythe Supplier. 24. RIGHT TO ASSURANCE: Whenever one party tuthe Contract in good faith has reason to question the other party's intent to perform, demand may be made mthe other party for written assurance ofthe 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 aoananticipatory repudiation ofthe Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Supplier is observed performing in o moouu/ that is in violation of Federal, State, or local goidu|inoy, or in u mxoour that is determined by the City to he unsafe to either life or property. Upon notification, the Supplier will cease all park until notified by the City that the violation or unsafe condition has been corrected. The Supplier shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Supplier xhuU be in default under the Contract if the Supplier (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (h) tui|o to provide adequate assurance of performance under Paragraph 24, (c) h000moo insolvent or seeks relief under the bankruptcy laws of the United S/o1cs or (d) makes ummeria| misrepresentation in Supplier's 0ffer, or in any report ordeliverable required to be submitted by the Supplier tothe City. 27. TERMINATION FOR CAUSE: /n the event of u default by the Supplier, the City abul| have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Supplier, within such ten (10) day period, cures such default, or provides evidence sufficient to prove tothe City's n:uoonuNc satisfaction that such default does not, in fact, msioL In addition toany other remedy available under law orin equity, the City shall be entitled to recover all actual damages, unotn, |ouaeu and expenses, incurred bythe City as aresult o[the Supplier's default, including, without limitation, cost ofcover, ,eoaouo6|c attorneys' G:co, court costs, and prejudgment and post -judgment interest at the maximum |mvhu| rate. Additionally, iothe event ufudefault hythe Supplier, the City may remove the Supplier from the City's vendor list for three (3) years and any Offer submitted by the Supplier may be disqualified for up to (h,co (3) years. All rights and remedies under the Contract are cumulative and are not exclusive nfany other right orremedy provided hylaw. 28. TERMINATION WITHOUT CAUSE: The City uhu|| have the right tuterminate the Contract, in whole or in part, without ououe any time upon thirty (30) calendar days' prior written nuduu. Upon receipt of notice of termination, the Supplier shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, npuo(fiod in the notice of termination. The City obu|| pay the Supplier, to the extent of funds Appropriated or Nhonvioe |ngo|\y uvui|ub\o for such purposes, for all goods delivered and oorviuca performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Supplier on any Offer or in any report ordeliverable required to be EXHIBIT I submitted by the Supplier to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Supplier if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Supplier shall negotiate an equitable adjustment for costs incurred by the Supplier in the Contract price and execute an amendment to the Contract. The Supplier must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Supplier from delaying the delivery as notified. 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. IND ITV: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Supplier, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Supplier, the Supplier's subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non -conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE SUPPLIER SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE SUPPLIER, OR THE SUPPLIER'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE SUPPLIER'S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE SUPPLIER (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK 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 the solicitation document. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements. i. The Supplier shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Supplier shall provide Certificates of Insurance with the coverage's and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Supplier must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Supplier shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Supplier hereunder and shall not be construed to be a limitation of liability on the part of the Supplier. iv. The Supplier must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. RFP 5424 v. The Supplier's and all subcontractors' insurance coverage ohuU be written by companies licensed to do business inthe State ofTexas at the time the policies are issued and shall bewritten by companies with A.M.Best ratings of A- VII nrbetter. The City will accept workers' compmnsoximacovnrngewrittenbyt6n Texas Workers' Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and no6uca of cancellation endorsements as well as the Certificate oyInsurance shall contain the solicitation number and the following City ofDenton Materials Management Department 9OlBTexas Street Denton, Texas 76204 vii. The "other" insurance clause shall not apply to the City where the City iaan additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Supplier, shall beconsidered primary coverage uoapplicable. viii If insurance policies are not written for amounts agreed to with the City, the Supplier ahuU carry OmhroUu or Excess Liability Insurance for any differences in amounts specified. If Excess Liability inuornooe ioprovided, itshall follow the form ofthe primary coverage. |x. The City uhu|| be entitled, upon m:qouot, x1unagreed upon |ouutino, and without expense, toreview 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 nrregulations binding upon either ofthe parties hereto orthe underwriter onany such policies. x. The City moomum the right to review the iooumnou requirements ao{ forth during the effective period of the Contract and to make reasonable adjustments to insurance covnrugo, limits, and exclusions when deemed necessary and prudent 6ythe City based upon changes in statutory |a*, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Supplier. xi. The Supplier shall not cause any insurance to he canceled nor permit any insurance to |upoc during the term oythe Contract oruorequired in the Contract. xii. The Supplier shall 6eresponsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Supplier shall endeavor to provide the City thirty (30) calendar days' written notice oferosion of the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract. slv. The insurance coverage's specified in within the solicitation and requirements are required minimums and are not intended mlimit the responsibility orliability ofthe Supplier. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Supplier which arises under or concerns the Contract, orwhich could have amaterial adverse affect oothe Supplier's ability toperform thereunder, the Supplier shall give written notice thereof 1nthe City within ten (lO)calendar days after receipt ofnotice hythe Supplier. Such notice to the City shall state the date ofno6ficutionofany such u\uim, demand, suit, orother 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 /\unmcy. Personal delivery tothe City Attorney shall be to City Hall, 3/5 Bast McKinney Streu1, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, orother communications required orappropriate to be given under the Contract shall be in writing and shall he deemed delivered three (3) business days after postmarked ifsent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered byother means shall be deemed delivered upon receipt 6ythe addressee. Routine communications may be made by first class mail, telefax, urother commercially accepted means. Notices to the Supplier shall be sent tothe address specified in the Supplier's Offer, or at such other address as apnrty may notify the other in writing. Notices to the City nho|} headdressed tnthe City at9OlB Texas Streot, Denton, Texas 762Oyand marked tothe attention nfthe Purchasing Manager. 35. RIGHTS TO BI[, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Supplier Wthe City shall become property nythe City upon receipt. Any portions ofsuch material claimed iy the Supplier to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTV BV CITV AGAINST INFRINGEMENTS: The Supplier represents and warrants to the City that: (i) the Supplier ohuU provide the City good and iudoh:uaiblo ddx to the deliverables and (ii) the deliverables supplied by the Supplier in accordance with the »pcoifioa1i000 in the Contract will not infringe, directly o,xont,i6utnri\y, any patent, trademark, copyright, trade ynurct, or any other intellectual property right ofany kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation ofthe deliverables and the Supplier does not know ofany valid basis for any such claims. The Supplier shall, at its ao|c uxpcnoc, de{end, indemnify, and hold the City harmless from and against all }iahility, damages, and uooM (including court costs and reasonable fees ofattorneys and other professionals) arising out oforresulting from: (i) any claim that the City's exercise anywhere in the "mc\J of the rights associated with the City's' ownership, and if applicable, license rights, and its use of the de\ivucuh|om infringes the intellectual property rights ofany third party; or(ii)the Supplier's hmnoh of any of Supplier's representations nrwarranties stated in this Contract. In the event of any such claim, the City shall have the right tnmonitor such claim oro1its option engage its own separate counsel to act as co -counsel on the City's behalf. Further, Supplier agrees that the City's opooifiuu/iony regarding the dc|ivcruhlco shall in no way diminish Supplier's wmzmUieo or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such vvonuudeo of Supplier. 37. CONFIDEMTIALITV: In order to provide the deliverables to the City, Supplier may require access to certain of the City's and/or its |ioonuom` confidential information (including inventions, employee information, trade oeurc«», confidential know-how, confidential business iuformutiun, and nt6x, information which the City or its |iumnonm consider confidential) (uo||cudvu|y, "Confidential Information"). Supplier uobno`*|cdgeo and agn:oa that the CnoOdoudu| Information is the vu|oublo property of the City and/or its |iueomom and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Supplier (including its employees, au6contmutoo, ogco(a, or representatives) ogrcco that it will maintain the Confidential Information in strict confidence and xhuU not diodoou, disseminate, copy, Jivu|@e, rcoroe1o, or otherwise use the Confidential Information without the prior written consent of the City or in u manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order ofany court orother governmental authority with proper jurisdiction, provided the Supplier promptly notifies the City before disclosing such information no as to permit the City ceuxonu6\u time to acok an appropriate protective order. The Supplier agrees to use protective mooxu,ea no |cxo stringent than the Supplier uyou within its own business tn protect its own most valuable information, vvhi:6 protective mcaou/uu aba|| under all ximumo(uuuca he a/ least reasonable measures to ensure the continued confidentiality ofthe Confidential Information. 38. OWNERSHIP AND USE OF DELlVERABLE&The City, by entering into this Contract, receives the right tn use the deliverables —DYLAY4 models, duLahauu and ro|m|oJ documootutino—duringthe contract period, but Joca not become the owner ofthe deliverables in any manner vvbnxuocver. The City shall not copy, modify, dup|iuo1e, reproduce, license, sublicense, assign, o,otherwise transfer orconvey iuany manner the deliverables orany right iu the deliverables, in whole or in purt, to any other entity without the prior written consent of Supplier. The deliverables are protected by copyright, trade secrets, and trademark |mp. The City acknowledges that the deliverables - DPLAN models, database and related documentation — are the property of Supplier and contain valuable confidential, unpublished information developed by Supplier at great expense, including data processing algorithms, ionovmLiona, and concepts. The City agrees to use all pcuaouuhie efforts to pnnu:nt the d6ivmmh|co - UPLAN models, database and related documentation — from any unauthorized reproduction, distribution, disclosure, use, or publication. Upon expiration or termination of the Contract, the City mhu\| discontinue its use of the deliverables and all user -accessible copies of the deliverables shall be immediately removed from the City's network and/or stand-alone computers. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed mm1nriu| on\ouu otherwise specifically provided in the Contract. When material not originally developed is included in urcport in any form, the nnuroo ohu|| be identified. 40. ADVERTISING: The Supplier xbx]i not advertise or publish, without the City's prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Supplier warrants that no person mselling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, o,contingent fee, excepting bona fide employees nfbona fide established commercial orselling agencies maintained bythe Supplier for the purpose of securing business. For breach or violation of this warranty, the City mhoU have the right, in addition to any other remedy available, mcancel the Contract without liability and to deduct from any amounts owed to the Supplier, or otherwise recover, the full amount of such commission, percentage, brokerage nrcontingent fee. 42. GRATUITIES: Th: City may, by written notice to the Supplier, xonoe| /he Contract without liability if it is determined by the City that gratuities were offered orgiven by the Supplier orany agent o,representative of the Supplier to any officer or employee of the City of Denton with u vie* mpvmd securing the Contract or securing favorable treatment with respect to the awarding or amending or the making ofany detooniou1inua with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Supplier in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making pmoeoa of the po,hsmonoe of any solicitation shall have u financial interest, direct or iodiocr, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in o0Umo, and any offiouroremployee guilty thereof shall bosubject mdisciplinary action uptuand including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Supplier shall render the Contract voidable by the City. The Supplier shall complete and submit the City's Conflict of Interest Questionnaire (Attachment B). 44. INDEPENDENT SUPPLIER: The Contract abnU not be construed as creating an employer/employee rolutionuhip, uportnemhip. orajointventure. The Supplier's services shall hethose ofoo independent supplier. The Supplier agrees and understands that the Contract does not grant any rights orprivileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave 600cfits,worker's compensation, orany other City employee benefit. The City shall not have supervision and control oy the Supplier orany employee ofthe Dupplier, and it is expressly understood that Supplier shall perform the services hereunder according m the attached specifications at the gexcad direction of the City Manager ofthe City ofDenton, Texas, orhis designee under this agreement. 45. ASSIGNMENT -DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Supplier and their respective successors and assigns, provided however, that noright or interest in the Contract ohuU be assigned and no obligation ohu|| be delegated by the Supplier without the prior written consent of the City. Any attempted assignment o, delegation by the Supplier ohu|| be void uoluox 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 orright arising out ofabreach ofthe Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Supplier or the City of any one o, 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 usimilar ordifferent character. 47. MODIFICATIONS: The Contract can he modified oramended only by awriting signed by both parties. No pre-printed orsimilar terms on any the Supplier invoice, order orother document ohoU have any fbmc or effect to change the terms, covenants, and conditions ofthe Contract. 48. INTERPRETATION: The Contract is intended by the parties as ufinu|. complete and exclusive statement of the terms oftheir agreement. Nucourse ofprior dealing between thepmrtieoorcoumeoyperformnnoeoruoageofthe trade shall be relevant to supplement or explain any term used in the Contract. Although the Contractmoyhuvebcen substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair ��KIN11 to both parties, reading on provisions more strictly against one party or the other. Whenever aterm defined by the 0ni0hon Commercial Code, as oouuteJ by the 8tgo o[Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A.lfodispute arises out oforrelates tuthe Contract, oothe breach thereof, the parties agree tonegotiate prior to prosecuting usuit for damages. However, this section does not prohibit the filing nfulawsuit mtoll the running o[o statute of limitations or to seek injunctive m|iot Either party may make u written request for u meeting between representatives of each party p/i1bio fourteen (14) calendar days after receipt ofthe request or such later period as agreed hythe parties. Each party shall include, *uminimum, one (i) senior level individual with decision-making authority regarding the dispute. The purpose of this and any ouhmoqouot meeting is to attempt in gond faith to negotiate uresolution ofthe dispute. If, within thirty (3O) calendar days after such meeting, the parties have not succeeded in negotiating a rron|mioo of the dispute, they will pmuccd din:o(|y to mediation as described below. Ncgoho1inu may be waived by uvvd8eu agreement signed by both parties, in which event the puMiva may proceed directly {omediation oxdescribed below. B. If the efforts to resolve the dispute through negotiation 8zi|, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation ski] Is to assist with resolution of the dispute. Should they choose this option; the City and the Supplier agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the pmoioo from relying on the abiUo of person who is trained in the subject matter of the dispute o, a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation pnooeoy, the mediator obu\| be oe|ootod by the Demon 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 ofthe first mediation session. The City and the Supplier will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any oonou|/omto or attorneys they may odiizc to represent them orotherwise assist them inthe mediation. 50. JURISDICTION AND VENUE: The Contract iomade under and shall hngoverned hythe laws ofthe State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, \/T.C^A, Boo. & 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 ohoO be resolved in the courts of Denton County, Texas and the parties og,xu to submit to the exclusive personal jurisdiction of such courts. The 0n,ogoing, however, ahu|| not be construed or interpreted to limit orrestrict the right orability of the City to seek and secure injunctive relief from any competent authority uocontemplated herein. 51. INVALIDITY: The invalidity, illegality, orunenforceability ofany provision oythe Contract shall iunoway 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 o[the Contract obu|| be construed and enforced as i[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 u valid provision that comes as o|000 as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void obnu|d upnovioiou which iothe essence ofthe Contract bedetermined tobevoid. 52.HOLIDAYS: The following holidays are observed by the City New Year's Day (ok»ened) ML&Day Memorial Day 4th oyJuly Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (oboerved) Christmas Day (o6oerved) New Year's Day (ohoemed) {faLegal Holiday falls onSaturday, bwill bcobserved onthe preceding Friday. lfaLegal Holiday falls onSunday, it will bcobserved un the following Monday. Normal hours of operation ohnU be between 8:00 um and 4:00 pm. Monday through FiiJuy, excluding City of Denton Holidays. Any scheduled deliveries orwork performance not within the normal koom of operation must be approved by the City Manager ofDenton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions oftheContmctdat impose continuing obligations mn 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. OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub -awards to parties that are suspended or JebunoJ or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting uContract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing booiocoo with the RoJoru| Government, as indicated by the General Services Administration List oyParties Excluded from Federal Procurement and Non -Procurement Programs, the State ufTexas, or the City of Denton. 55. EQUAL OPPORTUNITY A. 0qmU Employment Opportunity: No Offeror, or Offemr'a agent, shall engage in any discriminatory employment pruu6uc. No person ahaU, on the grounds of race, sex, age, disability, ureed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from dbinRP0. B. Americans with Disabilities Act (ADA)Compliance: #oOfferor, or0ffemr'magent, nbu|| engage inany discriminatory employment practice agaioatiudividuu|on/ith disabilities as defined in the ADA. 56. BUY AMERICAN ACT -SUPPLIES (Applicable tncertain federally funded requirements) The following federally funded requirements are applicable, in addition to the specific federally funded requirements. A. Definitions. An used in this paragraph — i. "Component" means an mrtiu}c, material, or supply incorporated directly intomocodpmduc . ii. "Cost ofcomponents" means - (l)For components purchased by the Supplier, the acquisition coot, including transportation costs tnthe place of incorporation into the end product (whether ornot such costs are paid to udomeohn firm), and any applicable duty (whether urnot uduty-free entry certificate ioimoued);or (2) For components manufactured by the Supplier, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (l) of this dofini6on, plus allocable overhead costs, but excluding prnfiLCost u[components does not include any costs associated with the manufacture ofthe 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 8tn1om exceeds 50 percent of the cost of all its components. Components of foreign origin of the same o|uou or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial guuodden of ou1ixGmto,y 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 oYColumbia, and outlying areas. B. The Buy American &o1 (41 U.S.C. lOu- |Od) provides apreK:/eoce for domestic end products for supplies acquired for use iothe United States. C. The City does not maintain ulist ufforeign articles that will bmtreated xydomestic 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 ioonuuapproved Governmental list. D. The Supplier shall deliver only domestic end products except to the extent that it specified delivery of foreign end products inthe provision ofthe Solicitation entitled "Buy American Act Certificate". �A I a E, [AZI� EXHIBIT I 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this solicitation, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded supplier or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the supplier. 59. PREVAILING WAGE RATES: All suppliers will be required to comply with Provision 5159a of "Vernon's Annotated Civil Statutes" of the State of Texas with respect to the payment of prevailing wage rates and prohibiting discrimination in the employment practices. litti)://www.access.at)o.eov/davisbacon/tx.htniI 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Supplier must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Supplier shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Supplier shall demonstrate on-site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Form W -2's to common law employees. Supplier is responsible for both federal and State unemployment insurance coverage and standard Worker's Compensation insurance coverage. Supplier shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Supplier or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Supplier shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Supplier's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The supplier shall comply with the applicable provisions of the Drug -Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug- free work environment; and the final rule, government -wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug -Free Work Place Act of 1988 is incorporated by reference and the supplier shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. SUPPLIER LIABILITV FOR DAMAGE TO GOVERNMENT PROPERTV: The Supplier shall be liable for all damages to government-owned, [eased, or occupied property and equipment caused by the Supplier and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Supplier shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Supplier shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Supplier will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Supplier continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Supplier shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON -WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party's exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the ro"W9 N, 1 PZA EXHIBIT I 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract the City of Denton may have by operation of law. ffifflwiffl� allow W OWNINFRIMIJ4101" I.Miimp NEI retain all such records tor a period ot tour (4) years after the expiration of me Contract, or 557ff7ffe CrA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Supplier shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. EXHIBIT 1 EXHIBIT C CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a Date person who has a business relationship as defined by Section 176.001(1-a) with a local governmental Received entity and the person meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. 1 Name of person who has a business relationship with local governmental entity. LCG CONSULTING 12 ❑ Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7'h business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) 3 Name of local government officer with whom filer has an employment or business relationship. None Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the filer of the questionnaire? Yes I..1 No B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes L -J No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as ani officer or director, or holds an ownership of 10 percent or more? L I Yes I " I No D. Describe each affiliation or business relationship. 4 Rajat L1eb, President of LCG Consulting January 17, 2014 Signature of person doing business with the governmental Date —entity RFP 5424 EXHIBIT I Exhibit D RFP 5424 - Forward Market Modeling Software for the Energy Management Organization LCG Consulting Product Payment Term Discounts Payment terms for the City of Denton are typically 30 days. Please indicate the additional discount extended to each monthly invoice that is paid within the time period indicated below. Invoice Paid in 20 days 2,00% Invoice Paid in 15 days 200% Invoice Paid in 10 days 2,00% Estimated I I I Delivery ARO Item # EST. QTY UOM Product Description Unit Price Extended Price (Days) Section 1: Cost of Required Services as listed in the RFP 1 3 AN System Licenses (TWO Concurrent users) 80,000.00 $ 240,000.00 5 days 2— 3 AN One-year Warranty (Lump Sum) Included in the 3 3 AN Support (One year concurrent with warranty) annual license 4 3 AN Software Upgrade at end of Warranty 5 3 AN Application Programming Interface $ 8,000.00 $ 24,000.00 5 days 2014 ERCOT Database (Generation, Loads, Transmission, Contingencies, Fuel $ 30,000.00 OPT 1 3 AN Forecast) $ 10,000.00 — OPT 2 3 AN ERCOT market tool - for transmission outages and IIR references to generators $ 5,000.00 $ 15,000.00 5 days $ 309,000.00 Payment Term Discounts Payment terms for the City of Denton are typically 30 days. Please indicate the additional discount extended to each monthly invoice that is paid within the time period indicated below. Invoice Paid in 20 days 2,00% Invoice Paid in 15 days 200% Invoice Paid in 10 days 2,00% EXHIBIT 2 • • • THIS FIRST AMENDMENT TO • (hereafter the "Fir Amendment") to the certain Contract awarded to LCG CONSULTING, (hereafter t, "Agreement") in the original not -to -exceed amount of $309,000, which was heretofi,,- .!! l additional not -to -exceed amount of $ 10,000, for an aggregate of $3 19,000, (Exhibit A).] NOW THEREFORE, the CITY and SUPPLIER (hereafter collectively referred as the "Parties"), in consideration of their mutual promises and covenants, as well as other good and valuable considerations, do hereby AGREE to the following: The Parties hereto agree, that except as specifically provided for by this Firsi Amendment, that all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations of the Parties, set forth in both the Agreement and now the First Amendment shall be, and will remain in full force and effect. IN WITNESS WHEREOF, the City of Denton, Texas and LCG • have each executed this First Amendment in three (3) original counterparts, by and through (41 i respective duly authorized representatives and officers on this the day of 2114. EXHIBIT 2 go-19rd CITY OF DENTON, TEXAS "T-Awl��A&liaiwl &&m4m. &M By: 6, Rebecca 1-funter, CPPB Senior Buyer T-1 N G ) SI Au 1�r/ r b SIGNATURE., `1 ML L, Invoice Date: November 7, 2014 Iff-M 1Fj M "11171 yommr"k TMIMMMM 1659 Spencer Road Deaton,TX 76209 Attn: Lance Cunningham mmsm E 2017 RCOT Database Invoice No: LOT 6511 Accounts Payable City of Denton 215 E McKinney St, Denton, TX 7620 1 - 1299 Annual License Fee ... .,.,.,.,.$10,000 Invoice Amount: $10,000 (Ten Thousand Dollars) "M�' 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 EXHIBIT 3 DRAFT MINUTES PUBLIC UTILITIES BOARD Monday, February 13, 2017 9:00a.m. Service Center Training Room After determining that a quorum of the Public Utilities Board of the City of Denton, Texas is present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on Monday, February 13, 2017 at 9:00a.m. in the Service Center Training Room at the City of Service Center, 901 A Texas Street, Denton, Texas. Present: Chair Randy Robinson, Vice Chair Susan Parker, Charles Jackson, Lilia Bynum, Brendan Carroll, and Allen Bishop Ex Officio Members: Todd Hileman, City Manager and Howard Martin, ACM Utilities Absent: Barbara Russell OPEN MEETING CONSENT AGENDA E. PUB17-035 - Consider recommendation of an ordinance of the City of Denton, Texas authorizing the City Manager to execute a Contract by and between the City of Denton, Texas and LCG Consulting, Inc. (LCG) regarding a Software Licensing Agreement for the UPLAN Network Power Model (NPM), Application Programming Interface (API), 2017 ERCOT Database, and ERCOT Market Tools for purpose of supporting the Energy Management Operation of DME; providing for the expenditure of funds therefore; providing an effective date of February 21, 2017 (Initial File No. RFP 5424 - Awarded to LCG Consulting, Inc. (LCG) in the amount of not -to -exceed $309,000). Board Member Parker motioned to approve item E, second by Board Member Bishop. Vote 5-0 approved. Adjournment 9:40 a.m. EXHIBIT 4 ORDINANCE NO. 2017 - AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE APPROVAL OF A SECOND AMENDMENT TO A CONTRACT BETWEEN THE CITY OF DENTON AND LCG CONSULTING FOR FORWARD MARKET MODELING SOFTWARE SERVICES FOR AN ADDITIONAL THREE (3) YEAR PERIOD, EXTENDING THE CONTRACT APPROVED BY CITY COUNCIL ON FEBRUARY 4, 2014, IN THE AMOUNT OF $309,000 AND A FIRST AMENDMENT APPROVED BY PURCHASING STAFF ON NOVEMBER 13, 2014 IN THE AMOUNT OF $10,000; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 5424—PROVIDING FOR AN ADDITIONAL EXPENDITURE AMOUNT NOT -TO -EXCEED $309,000, WITH THE TOTAL CONTRACT AMOUNT NOT -TO -EXCEED $628,000). WHEREAS, on February 4, 2014, the City awarded a consulting agreement (hereafter "Agreement") to LCG Consulting a California Corporation, located in Los Altos, California, Texas in the amount of $309,000 to provide the City with Forward Market Modeling Software Services pertaining to Denton Municipal Electric; and WHEREAS, on November 13, 2014, the City approved a First Amendment to the agreement with LCG Consulting (hereafter the "First Amendment") in the further amount of $10,000 aggregating a not -to -exceed amount of $319,000 to provide the City with additional services pertaining to the software; and WHEREAS, there appears to the Council that a three (3) year extension of the software licenses and maintenance is necessary; and the City Manager having recommended to the Council that the "Second Amendment to the Agreement with LCG Consulting (hereafter the "Second Amendment") be authorized to amend such Agreement, with respect to the contract term and an additional payment amount of $309,000; WHEREAS, the City Council has provided in the City budget for the appropriation of funds to be used for the procurement of the software and services, as set forth in the "Second Amendment to Agreement for Forward Market Modeling Software Services; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitations contained in the preamble hereto are true and correct and are incorporated herewith as a part of this Ordinance. SECTION 2. The City Manager is hereby authorized to execute a "Second Amendment to Agreement for Forward Market Modeling Software Services (the "Second Amendment") with the firm of LCG Consulting in the additional amount of not -to -exceed $309,000, for services pertaining to the interests of the City as hereinabove described, in substantially the form of the Second Amendment which is attached hereto as Exhibit "A" which is incorporated herewith by reference. The total purchase order amount therefore increases to the not -to -exceed amount of $628,000. EXHIBIT 4 SECTION 3. The award of this Second Amendment is on the basis of the demonstrated competence and qualifications of the firm of LCG Consulting, and the ability of LCG Consulting to perform the services needed by the City for a fair and reasonable price. SECTION 4. The expenditure of funds as provided for in the attached Second Amendment is hereby authorized. SECTION 5. This ordinance shall become effective upon its passage and approval. PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY in APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY By: EXHIBIT 5 THE STATE OF TEXAS § COUNTY OF DENTON § SECOND AMENDMENT TO CONTRACT 95424 THIS SECOND AMENDMENT TO CONTRACT (hereafter the "Second Amendment") to the certain Contract awarded to LCG CONSULTING, (hereafter the "Agreement") in the original not -to -exceed amount of $309,000, which was heretofore executed on February 4, 2014, and was approved within the delegated authority of the City of Denton City Council; and said Agreement was heretofore entered into by and between the City of Denton, Texas, a Texas Municipal Corporation with its offices at 215 East McKinney Street, Denton, Texas 76201 (hereafter the "CITY"); and LCG CONSULTING, whose address is 4962 El Camino Real, Suite 112, Los Altos, CA 94022, (hereinafter referred to as "SUPPLIER,"); and Previously, contract 5424 was awarded for Forward Market Modeling Software services. SUPPLIER had begun providing initial services called for in the original Agreement.; and the City deemed it necessary to further expand the services by SUPPLIER to the CITY, to provide PLATO Database License for the 2017 ERCOT Database annual license for an additional not -to -exceed amount of $10,000, for an aggregate of $319,000. (First Amendment) The CITY and SUPPLIER have proposed this "Second Amendment to Contract" (hereafter the "Second Amendment"); which Second Amendment provides for three additional terms of service in an amount not -to -exceed $309,000 (Exhibit A), aggregating a total of not -to -exceed $628,000; and request that this Second Amendment be approved in order to continue and provide the necessary software licensing services to the CITY; and NOW THEREFORE, the CITY and SUPPLIER (hereafter collectively referred to as the "Parties"), in consideration of their mutual promises and covenants, as well as for other good and valuable considerations, do hereby AGREE to the following: The Parties hereto agree, that except as specifically provided for by this Second Amendment, that all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations of the Parties, set forth in both the Agreement and now the Second Amendment shall be, and will remain in full force and effect. IN WITNESS WHEREOF, the City of Denton, Texas and LCG CONSULTING, have each executed this Second Amendment electronically, by and through their respective duly authorized representatives and officers on this date 1 DocuSign Envelope ID: BCB81E9C-2474-4A18-98FF-073E5BFF04CE EXHIBIT 5 "OWNER" THE CITY OF DENTON, TEXAS A Texas Municipal Corporation In ATTEST: JENNIFER WALTERS, CITY SECRETARY L-02 APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY DocuSigned by: 16 O �B B�7J • - CE21BSC2AM439... 2 TODD HILEMAN, CITY MANAGER SUPPLIER Docu5igned by: ,�L�G �UGLa. B�7J •. - ---OOEEFE5MB6432.. Julie Chien Director, corporate Affairs LCG consulting DocuSign Envelope ID: BCB81 E9C-2474-4A18-98FF-073E5BFF04CE Exhi bi t A H I vb 1#44T 1*000*4114", LCG CONSULTING 4962 El Camino Real, Suite 112, Los Altos, CA 94022 Tel: (650) 962-9670 / Fax: (650) 962-9615 URL: http://www.ener�4yonline.com Email: Info @energy online. com Prepared for City of Denton, Texas January 24, 2017 City of Denton's existing contract covers three (3) years' license of UPLAN model and PLATO database will expire on February 16, 2017. LCG Consulting proposes to extend the contract for additional three (3) years at a fixed annual license fee schedule, the same amount the City has been paying for the last three years. Item Product Description 2/17/2017- 2/17/2018- 2/17/2019- # 2/16/2018 2/16/2019 2/16/2020 System Hardware and Licenses (TWO 1 Concurrent users) - UPLAN NPM, Volatility & $80,000 $80,000 $80,000 Maintenance Model + ORDC Logic 2 Support & Maintenance Services Included Included Included 3 Application Programming Interface $8,000 $8,000 $8,000 4 ERCOT Annual Database (Generation, Loads, $10,000 $10,000 $10,000 Transmission, Contingencies, Fuel Forecast) 5 ERCOT market tool -for transmission outages $5,000 $5,000 $5,000 and IIR references to generators TOTAL $103,000 $103,000 $103,000 The annual fees covers the 12 -month period including ongoing maintenance and support services such as software updates, as well as technical support via Internet, telephone, fax or email, error fixing, and general assistance in the use of the model. q LCG Consulting is the single vendor that develops and licenses the UPLAN Network Power Model and PALTO data models and the sole source for UPLAN software maintenance and technical support services. The prices quoted above include municipality discount and LCG affirms that these prices are fair and reasonable. LCG Consulting 1 Confidential & Proprietary Information EXHIBIT 5 Certificate Of Completion Envelope Id: BCB81 E9C24744A1898FF073E5BFF04CE Subject: City Council Docusign Item - 5424 Amendment to LCG Market Modeling Software Source Envelope: Document Pages: 4 Signatures: 2 Supplemental Document Pages: 0 Initials: 0 Certificate Pages: 6 AutoNav: Enabled Payments: 0 Envelopeld Stamping: Enabled Time Zone: (UTC -08:00) Pacific Time (US & Canada) Record Tracking Status: Original 1/25/2017 2:31:37 PM Signer Events Rebecca Hunter rebecca.hunter@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julie Chien julie.chien@energyonline.com Director, Corporate Affairs LCG Consulting Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 1/26/2017 10:01:31 AM ID:cd808ac2-5767-416b-aa78-2O8Oe248bae6 John Knight john.knight@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia Winkley julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Holder: Rebecca Hunter rebecca.hunter@cityofdenton.com Signature Using IP Address: 129.120.6.150 sp ay: [',DE �€s Using IP Address: 50.196.129.89 Caacusigned by: scznzea0 Using IP Address: 129.120.6.150 Status: Sent Envelope Originator: Rebecca Hunter rebecca.hunter@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 1/26/2017 9:35:19 AM Viewed: 1/26/2017 9:50:11 AM Signed: 1/26/2017 9:51:39 AM Sent: 1/26/2017 9:51:40 AM Viewed: 1/26/2017 10:01:31 AM Signed: 1/26/2017 10:02:36 AM Sent: 1/26/2017 10:02:39 AM Viewed: 1/26/2017 11:25:02 AM Signed: 1/26/2017 11:25:15 AM Sent: 1/26/2017 11:25:16 AM S e C U R t D EXHIBIT 5 Signer Events Signature Todd Hileman todd.hileman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jennifer Walters jennifer.walters@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: in ❑erson Signer Events Signature Editor ❑eliver❑ Events Status ❑gent ❑eliver❑ Events Status rntermediar❑ ❑eliver❑ Events Status Certified ❑eliver❑ Events Status Caron Cop[] Events Status Julia Winkley julia.winkley@cityofdenton.com ON Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri Thurman sherri.thurman@cityofdenton.com [::::C: 0 P 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 Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 1/26/2017 10:02:37 AM Sent: 1/26/2017 10:02:38 AM Viewed: 1/26/2017 10:05:26 AM EXHIBIT 5 Caron Cop[] Events Status Timestamp Jennifer Bridges jennifer.bridges@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: Lance Cunningham Lance.Cunningham@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: ❑otar❑ Events Timestamp Envelope Summar❑ Events Status Timestamps Envelope Sent Hashed/Encrypted 1/26/2017 11:25:16 AM ❑allnent Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 4/20/2015 7:25:38 AM Parties agreed to: Julie Chien, Robin Fox EXHIBIT 5 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-191, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: February 21, 2017 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas authorizing the approval of a third amendment to a contract between the City of Denton and Barco Construction, Inc. for Underground Electric Installation Services which was originally approved by Council on September 17, 2014 in the amount of $4,837,484.10 with a first and second amendment providing for additional line items but no change to the contract award amount approved by Purchasing staff, providing for the expenditure of funds therefor; and providing an effective date (File 5567 -providing for an additional expenditure amount not -to -exceed $1,209,371 with the total contract amount not -to -exceed $6,046,855.10). The Public Utilities Board recommends approval (6-0). FILE INFORMATION The City Council approved a contract with Barco Construction, Inc. for underground electric service installations on September 17, 2014, in the amount of $4,837,484.10 for a three (3) year time period (Exhibit 1). Contractors have been utilized by DME for the installation of underground utilities since February 2000. This service was originally contracted out through a competitively solicited RFP process to accommodate the rapid rate of growth in Denton and the City's desire to install underground facilities in all new residential subdivisions and in locations where it is economically feasible. Contract 45567 consists of the labor, equipment, tools, and supervision, and covers all administrative and insurance costs incurred by the contractor necessary to complete installations of electric service facilities under the direction of Denton Municipal Electric (DME) staff. DME provides all of the permanent electric materials through the Materials Management Department that are to be installed by the contractor. Work is performed for underground construction in residential subdivisions, commercial and industrial developments, exit feeders for new substations, and overhead conversion projects. This agreement does not guarantee any minimum amounts of construction and is used on an as needed basis, contingent upon project dependencies. First and second amendments to this contract were initiated to add additional line items to the pricing sheet but no additional contract dollar amount was added (Exhibits 2 and 3). This third amendment is for the additional amount $1,209,371 to allow Denton Municipal Electric to complete installations and infrastructure projects in the last year of the contract, therefore increasing the total contract value to a not -to -exceed amount of $6,046,855.10 (Exhibit 6). The existing three (3) year contract will expire on September 16, 2017 and a new RFP will be issued for award prior to that expiration time. The initial contract amount approved in 2014 in the amount of $4,837,484.10 was based upon the installation City of Denton Page 1 of 3 Printed on 2/17/2017 povveied by I_egivt9i IN File #: ID 17-191, Version: 1 history that DME had experienced for previous contracts for underground electric service installation. During the past 2 years and 4 months since the contract award, installation numbers have grown dramatically due to large projects such as the Western UG -Jim Christal to FM 1515 project which resulted in a cost of $1,083,315.29 to this multi-year contract. As a result, additional dollars are needed to finish out the contract period. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On February 13, 2017, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. RECOMMENDATION Approve a third amendment to the contract with Barco Construction, Inc. in an amount not -to -exceed $1,209,371 for a total contract amount not -to -exceed $6,046,855.10. PRINCIPAL PLACE OF BUSINESS Barco Construction, Inc. Denton, TX ESTIMATED SCHEDULE OF PROJECT This is an initial one (1) year contract with options to extend the contract for two (2) additional one (1) year periods, with all terms and conditions remaining the same. FISCAL INFORMATION The services provided through this contract will be funded from Denton Municipal Electric project accounts on an as needed basis. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Public Infrastructure Related Goal: 2.3 Promote superior utility services and facilities FxHIRITC Exhibit l: Original Contract Exhibit 2: First Amendment Exhibit 3: Second Amendment Exhibit 4: Public Utilities Board Draft Minutes City of Denton Page 2 of 3 Printed on 2/17/2017 povveied by I_egist9i I;, File #: ID 17-191, Version: 1 Exhibit 5: Ordinance Exhibit 6: Third Amendment Respectfully submitted: Ethan Cox, 349-7421 Customer Service Manager For information concerning this acquisition, contact: Rowdy Patterson at 349-7669. City of Denton Page 3 of 3 Printed on 2/17/2017 povveied by I_egist9i I;, EXHIBIT 1 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND BARCO CONSTRUCTION, INC. (RFP 5567) THIS CONTRACT is made and entered into this �1' day of St ewer 2014, by and between BARCO"CONSTRUCTION. INC., a CORPORATION, whose address is 305 PLUM HOLLOW Denton. TX 76207, 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 #5567 UNDERGROUND ELECTRIC INSTALLATION SERVICES, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes as "Exhibit A". The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) City of Denton Request for Proposal # 5567 (Exhibit "A") (b) City of Denton Standard Terms and Conditions (Exhibit "B"); (c) Payment and Performance Bonds (Exhibit "C"); (d) Insurance Requirements (Exhibit "D"); (e) Form CIQ — Conflict of Interest Questionnaire (Exhibit "E (f) Special Terms and Conditions (Exhibit 'IF"); (g) Contractor's Proposal. (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 agreement in the year and day first above written. «CONTRACTOR" c?r c d C�d h'S iYu C X A EXHIBIT 1 By: AUTHORIZED SIGNATURE TYPED NAME: 0,4 y i TITLE: 9 PHONE NUMBER 46 A-L-7g),VAF3 E-MAIL ADDRESS ATTEST: By; CITY OF DENTON TEXAS A Texas Municipal Corporation' By: GEORGE C. CAMP LL CI Y MAN GER ATTEST: JENNIFER WALTERS, CITY SECRETARY By APPROVED AS UTO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: _loop- EXHIBIT 1 EXHIBIT B CITY OF DENTON STANDARD TERMS AND CONDITIONS These standard Terms and Conditions and the Terms and Conditions contained in the specification, drawings and other requirements included in this City of Denton's solicitation are applicable to Contracts/Purchase Orders issued by the City of Denton hereinafter referred to as`. the City or Buyer and the Seller herein after referred to as the Proposer, 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 in these standard Terris and Conditions, those in the Contract, those on the Purchase: Order, or those contained in the specification, the more restrictive provisions shall take precedence. By submitting an Offer in response to the Solicitation, the Contractor agrees that the Contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. 1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor's Offer in strict accordance ,with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. Deleted 4. Deleted 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 priced 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 place of delivery shall be determined with the issuance of an original PO EXHIBIT 1 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 site 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 and 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 site, 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. 10. WORKFORCE: A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property: i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ; EXHIBIT 1 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 ("IMIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it's Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor's obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. Deleted 13. PAYMENT: A. All proper invoices need to be sent to The City of Denton, Texas, 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 date 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; 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; EXHIBIT 1 v. reasonable evidence that the Contractor's obligations will not be completedithin 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 Mi.. 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 fiends 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 that are appropriated and available for this Contract. The absence of appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit' a Contract Close -Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. 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: EXHIBIT 1 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 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 EXHIBIT 1 form, substance and amount `acceptable to the City; require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficienttime to enable the Contractor to include same with its invoice or application for payment to the ; City in accordance with the terms of the Contract; iv. require .that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the . type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY -PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees' with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor,- or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY — TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY— DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the 'Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Only new materials shall be used for this project:' EXHIBIT 1 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 12 months 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. 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 for a minimum period of 18 months following project completion or 12 months from the date the station construction is accepted by the Owner. 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. 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 EXHIBIT 1 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 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 defectiveor 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 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 orseeks.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 EXHIBIT 1 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. 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. Defmitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, EXHIBIT 1 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: (l) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and,;third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor's subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non -conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED- OFFICIALS HARMLESS FROM AND AGAINST ALL -INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE, RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Attachment A. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written' by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverages 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 EXHIBIT 1 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 B+VII or better. The City will accept workers' compensation coverage written by the Texas Workers' Compensation Insurance Fund. vi.All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as . the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton, Texas Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The "other insurance" clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. 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. EXHIBIT 1 xiv. The insurance coverages 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 materialadverse 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 begiven 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 maybe made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All, material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and` warrants' to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and EXHIBIT 1 reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor's breach of any of Contractor's representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co -counsel on the City's behalf Further, Contractor agrees that the City's specifications regarding the deliverables shall in no way diminish Contractor's warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City's and/or its licensors' confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, "Confidential Information"). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 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 EXHIBIT 1 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 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 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 agenciesmaintained 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: EXHIBIT 1 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 (Attachment G). 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. 45. ASSIGNMENT -DELEGATION: The Contract shall be binding upon and inure 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 EXHIBIT 1 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. IVIODIFICATIONS: 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 doesnotprohibit 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 throughnegotiation 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 EXHIBIT 1 from the date of the first mediation session. The City and the Contractor will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 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) 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: EXHIBIT 1 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 debarredfrom Federal, State, or City of Denton Contracts. By accepting a -Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal' Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non -Procurement Programs, the State of Texas, ,or the City of Denton. 55. EQUAL' OPPORTUNITY A. Equal Employment Opportunity:, No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's,agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT -SUPPLIES (Applicable to certain federally funded requirements if applicable) The following federally funded, requirements are applicable, in addition to the specific federally funded requirements detailed in Attachment B. 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. u . "Domestic end product" means - (1) Anunmanufactured 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 EXHIBIT 1 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 1.0d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this solicitation, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: All respondents will be required to comply with Provision 5159a of "Vernon's Annotated Civil Statutes" of the State of Texas with respect to the payment of prevailing wage rates and prohibiting discrimination in the employment practices. b=://www.access,gpo.gov/davisbacon/tx.html 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The Contractor or Supplier shall comply with all State, Federal,. and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring ,of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. EXHIBIT 1 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 `ofForm W -2's ao common law, employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Worker's Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation ' coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The Contractor shall comply with the applicable provisions of the Drug -Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 et sea.) 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: EXHIBIT 1 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 five (5) 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. EXHIBIT 1 EXHIBIT D INSURANCE REQUIREMENTS AND WORKERS' COMPENSENTATION REQUIREMENTS Upon contract execution, all insurance requirements shall becomecontractual obligations, which the successful contractor shall have a duty to maintainthroughoutthe 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 beissued bya company authorized to do business in: the State of Texas with an A.M. Best Company rating of at least A- VII or better. • Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. , • Liability policies shall be endorsed to provide the following: • Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. • That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance' applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. • Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the RFP 5567 EXHIBIT 1 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 forclaims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted. [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence' basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury, • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability RFP 5567 ■ EXHIBIT 1 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 I 10.110 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 $1,000,000.04 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence. are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All -Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors' as their interests may appear. RFR5567 EXHIBIT 1 [ ] 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 S . each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. RFP 5567 EXHIBIT 1 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 the governmental entity will have on file certificates of coverage showing RFP 5567 EXHIBIT 1 coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: I., provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees 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; RFP 5567 EXHIBIT 1 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 breachwithin ten days after receipt of notice of breach from the governmental entity. RFP 5567 EXHIBIT 1 EXHIBIT E CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a Date Recelved person who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the person meets requirements under Section 176.006(a). Bylaw this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. 1 Name of person who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7'" business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) 3 Name of local government officer with whom filer has an employment or business relationship. Name of Officer This section, (item 3 including' subparts A, B, C & D), must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the filer of the questionnaire? 0 Yes 0 No B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? 0 Yes 0 No C. Is the filer of this questionnaire employed by corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? Yes EJ No D. Describe each affiliation or business relationship. 4 Signature of person doing business with the governmental Date entity EXHIBIT 1 EXHIBIT F SPECIAL TERMS AND CONDITIONS Total Contract Value The contract total for services shall not exceed $4,837,484.10. Pricing shall be per Exhibit F attached. Bonds The Contractor will be required to sign original contract and submit a blanket performance and payment bond for $250,000. Bonds shall be in accordance with the V.T.C.A Government Code Section 2253.021, as amended. RFP 5567 EXHIBIT 1 EXHIBIT G CONTRACTORS PROPOSAL RFP 5567• BAFO Evaluation Sheet for UNDERGROUND ELECTRIC SERVICE INSTALLATION` Barco Construction Denton, TX RFP DME Item Item EST. Description 2 # # ANNUAL QTY UOM Unit Price Extended Price Excavation and Backfill Trench with Trencher 6" wide by 1 D1 2,000 Ft 1 30" deep $1.75 $3,500.00 Trench with Trencher 6" wide by 2 D2 5,000 Ft 48" deep $1.80 $9,000.00 Trench with Trencher 6" wide by 3 D3 5,000 Ft 60" deep $2.25 $11,250.00 Trench with Backhoe 18" wide 4 D4 1 25,000 Ft 1 48" de $3.75 $93,750.00 Trench with Backhoe 8" wide 5 D5 25,000 Ft 60" deep $4.00 $100,000.00 Trench with Backhoe 18" wide 6 D6 15,000 Ft 72" deep $4.25 $63,750.00 Trench with Backhoe 18" wide 7 D7 1,000 Ft 84" deep $5.50 $5,500.00 Trench with Backhoe 18" wide 8 D8 1,000 Ft 96" deep $6.25 $6,250.00 Trench with Backhoe 24" wide 9 D9 1,000 Ft ' 48" deep $4.00 $4,000.00 Trench with Backhoe 24" wide 10 D10 10,000 Ft 60" deep $4.50 $45,000.00 Trench with Backhoe 24" wide 11 D11 10,000 Ft 72" deep $5.00 $50,000.00 Trench with Backhoe 24" wide 12 D12 5,000 Ft 1 84" deep $6.00 $30,000.00 Trench with Backhoe 24" wide 13 D13 1,000 Ft 96" deep $8.00 $8,000.00 Trench with Backhoe 36" wide 14 D14 1,000 Ft 48" deep $5.00 $5,000.00 Trench with Backhoe 36" wide 15 D15 1,000 ' Ft 60" deep $6.00 $6,000:00 Trench with Backhoe 36" wide, 16 D16 1 1,000 Ft 72" deep $7.00 $7,000.00 Trench with Backhoe 36" wide 17 D17 1,000 Ft 84" dee $8.00 $8,000.00 EXHIBIT 1 18 D18 1,000 Ft Trench with Backhoe 36" wide 96" dee $10.00 $10,000.00 19 D19 2,000 Ft Special trencher for trenching in rock, 6" width $10.00 $20,000.00 20 D20 1,000 1 Ft Rock Adder, Backhoe 18" Width, Cutting & Jack Hammer $10.00 $10,000.00 21 D21 1,000 Ft Rock Adder, Backhoe 24" Width, Cutting & Jack Hammer $12.00 $12,000.00 22 D22 500 Ft Rock Adder, Backhoe 36" Width, I Cutting & Jack Hammer $15.00 $7,500.00 23 D23 1,000 Ft Rock Adder, Backhoe 18" Width, Large Rock Quantity $8.00 $8,000.00 24 D24 1,000 Ft Rock Adder, Backhoe 24" Width, Large Rock Quantity $10.00 $10,000.00 25 D25 1,000 Ft Rock Adder, Backhoe 36" Width, Large Rock Q!!antity $12.00 $12,000.00 26 D26 1,000 Ft Hand Digging 12" x 30" deep or less $12.00 $12,000.00 27 D27 500 Ft Hand Digging 12" x 31" - 48" dee $15.00 $7,500.00 28 D28 2,500 Cy Concrete Backfill of Trench Excavated by Backhoe $100.00 $250,000.00 29 D29 2,500 Ft Mechanical Tamping of Trench Excavated by Backhoe $1.50 $3,750.00 30 D30 1,000 LF 2" - 4" Thick Asphalt Saw Cut $6.50 $6,500.00 31 D31 500 LF 1 1" - 6" Concrete Saw Cut $8.00 $4,000.00 32 D32 500 LF 8"+ Thick Concrete Saw Cut $12.00 $6,000.00 33 D33 1,000 LF 4"+ Asphalt and/or Concrete Saw Cut $9.00 $9,000.00 Conduit Installation in 6" Wide Trench 34 CT1 1,000 Ft -OEM= Conduit 1" PVC $0.60 $600.00 35 CT2 5,000 Ft Conduit 2" PVC $0.70 $3,500.00 36 CT3 5,000 Ft Conduit 2 & 1/2 " PVC $0.75 $3,750.00 37 CT4 100 Ft Conduit 3" PVC $0.80 $80.00 38 CT5 2,500 Ft Conduit 4" PVC $1.50 $3,750.00 39 CT6 25 Ea Conduit V PVC 90 degree sweep $5.50 $137.50 40 CT7 50 Ea Conduit 2" PVC 90 de ee sweep $6.25 $312.50 41 CT8 50 Ea Conduit 2 & 1/2 " PVC 90 degree sweep $6.50 $325.00 42 CT9 1 Ea Conduit 3" PVC 90 degree sweep $7.00 $7.00 43 CT10 50 Ea Conduit 4" PVC 90 degree sweep $10.00 $500.00 44 CT11 10 Ea Conduit 2" PVC 45 degree sweep $6.25 $62.50 45 CT12 10 Ea Conduit 2 & 1/2 " PVC 45 degree sweep $6.50 $65.00 46 CT13 1 Ea Conduit 3" PVC 45 degree sweep $7.00 $7.00 RFP 5567 EXHIBIT 1 Cable, 750 MCM Cu 15 kV Three Phase Pull (Includes 4/0 88 CI13 150,000 Ft bare neutral) $7.00 $1 89 CI14 2,000 Ft Conduit 6" PVC 22 & 1/2 degree 75 CB27 100 Ea sweep $12.00 $1,200.00 700 Ea Phase Primary and Secondary I Install Fault Indicator Three 91 Conductor Installation 400 Set Phase Cable, Cu OF SOL, 12/2 awg Multiple Duct Bank Tagging of 76 CII 2,500 Ft Secondary $0.55 $1,375.00 77 Cl2 5,000 Ft I Cable, Al #6 Duplex $0.65 $3,250.00 78 CI3 70,000 Ft Cable, Al 4/0 4/0 2/0 Secondary $1.25 $87,500.00 79 CI4 10,000 Ft Cable, 350, 350, 4/0 Secondary $1.50 $15,000.00 Terminations Cable, # 2 Al 15 kV Single Phase 80 CI5 100,000 Ft Pull $0.90 $90,000.00 Cable, # 1/0 Al 15 kV Single Elbow, Loadbreak #1/0 AL 220 81 CI6 500 Ft Phase Pull $0.90 $450.00 Elbow, Loadbreak #4/0 AL 220 Cable, #4/0 Al 15 kV Single 95 T3 82 CI7 500 Ft Phase Pull $1.25 $625.00 Elbow, T Nonloadbreak 250 96 Cable, #2 Al 15 kV Three Phase 30 Ea I 83 CI8 25,000 Ft Pull $2.00 $50,000.00 Cable, #1/0 Al 15 kV Three 84 CI9 1,000 Ft Phase Pull $2.00 $2,000.00 Cable, # 4/0 Al 15 kV Three 85 CI10 10,000 Ft Phase Pull $3.00 $30,000.00 Cable, 250 MCM Cu 15 kV Three Phase Pull (Includes 4/0 86 CII 1 1,000 Ft I bare neutral $3.75 $3,750.00 Cable, 500 MCM Cu 15 kV Three Phase Pull (Includes 4/0 87 CI12 15,000 Ft bare neutral) $5.00 $75,000.00 Cable, 750 MCM Cu 15 kV Three Phase Pull (Includes 4/0 88 CI13 150,000 Ft bare neutral) $7.00 $1 89 CI14 2,000 Ft Cable 8 Tn lex Cu Install Fault Indicator Single 90 CI15 700 Ea Phase I Install Fault Indicator Three 91 CI16 400 Set Phase Multiple Duct Bank Tagging of Conductors in Multiple Duct Banks (individual conduits and cables shall be included in base 92 CI17 40 Ea bid Terminations Elbow, Loadbreak #2 AL 220 mil 93 T1 1,000 Ea 15 kV Elbow, Loadbreak #1/0 AL 220 94 T2 20 Ea mil 15 kV Elbow, Loadbreak #4/0 AL 220 95 T3 500 Ea mil 15 kV Elbow, T Nonloadbreak 250 96 T4 30 Ea I MCM or 4/015 kV RFP 5567 00 F97TT5 60 Ea Elbow, T Nonloadbreak 500 MCM 15 kV $125.00 $7,500:00 98 T6 300 Ea Elbow, T Nonloadbreak 750 MCM 15 kV $150.00 $45,000.00 99 T7 150 Ea I Termination Rack / Utility Pole , single phase# 2 $450.00 $67,500.00 100 1 T8 4 Ea Termination Rack / Utility Pole vee phase # 2 $550.00 $2,200.00 101 T9 50 Ea Termination Rack / Utility Pole'3 hase # 2 $750.00 $37,500.00 102 T10 10 Ea I Termination Rack / Utility Pole single phase#1/0 $450.00 $4,500.00 103 1 Tl l 5 Ea I Termination Rack on a Utility Pole vee phase # 1/0 $500.00 $2,500.00 104 T12 5 Ea Termination Rack on a Utility Pole 3 phase # 1/0 $750.00 $3,750.00 105 T13 1 Ea Termination Rack / Utility Pole single phase #4/0 $450.00 $450.00 106 T14 1 Ea Termination Rack on a Utility Pole vee phase # 4/0 $500.00 $500.00 107 T15 1 25 Ea Termination Rack on a Utility Pole 3'phase # 4/0 $750.00 $18,750.00 108 T16 5 Ea Termination Rack on a Utility Pole 3 phase 250MCM $1;300.00 $6,500.00 109 T17 30 Ea Termination Rack on a Utility 1 Pole 3 phase 500 MCM $1,400.00 $42,000.00 110 -T1$ 1 100 Ea Termination Rack on a Utility Pole 3 phase 750MCM $1,500.00 $150,000.00 111 T19 210 Ea 600 - 200 AMP Plug Adapter $10.00 $2,100.00 112 T20 50 Ea Insulated Plu s/Deadend Plus $10.00 $500.00 113 T21 50 Ea Splice, #2 AL 220 mil 15 kV $145.00 $7,250.00 114 T22 5 Ea Splice, #1/0 AL 220 mil 15 kV $145.00 $725.00 115 T23 25 Ea Splice, #4/0 AL 220 mil 15 kV $145.00 $3,625.00 116 T24 25 Ea Splice, 250 MCM or 4/0 15 kV $150.00' $3,750.00 117 T25 1 30 Ea Splice, 500 MCM 15 kV $165.00 $4,950.00 118 T26 150 Ea 750 MCM 15 kV ' $175.00 $26,250.00' -Splice, Arresters $13.00 $3,900.00 119 Al 300 Ea Arrester Elbow, 10 kV 120 A2 90 Ea Arrester, Bushing 10 kV $13.00 $1,170.00 121 A3 30 Ea Arrester, Parking Stand 10 kV $13.00 $390.00 Manholes and Vaults 2 Way Manhole 12'X 12'X 9' 122 V1 4 Ea with 5' of Cover $10,000.00 $40,000.00 4 Way Manhole 12'X 12'X 9' 123 V2 4 Ea with 5' of Cover $10,000,00 $40,000.00 RFP 5567 EXHIBIT 1 124 V3 5 Ea 3 Way Manhole 12'X 10' X 9' with 5' of Cover $101000.00 $50,000.00 125 V4 10 Ft Additional foot of cover for 4 Way or 3 Way to 10' $1,000.00 $10,000.00 126 V5 120 Ea Polymer Concrete Vault 4'W X 5'D x 81 Surface Mount $1,300.00 $156,000.00 127 V6 5 Ea Polymer Concrete Vault 4'W X 5'D x 61 Surface Mount $1,200.00 $6,000.00 128 V7 30 Ea Polymer Concrete Vault 3'W X 5'D x 51 Surface Mount $800.00 $24,000.00 129 V8 5 Ea Polymer Concrete Vault 4'W X 4'D x 4'L Surface Mount $600.00 $3,000.00 130 V9 12 Ea Polymer Concrete Box 13"W X 18"D x 24"L Surface Mount $200.00 $2,400.00 131 V10 100 Ea Polymer Concrete Box 12"W X 12"D x 12"L Surface Mount $125.00 $12,500.00 132 V11 15 Ea Fiberglass Sleeve, Pri. Connection Cabinet 1 Phase $150.00 $2,250.00 133 V12 25 Ea Fiberglass Sleeve, Pri. Connection Cabinet 3 Phase $250.00 $6,250.00 134 V13 10 Ea Excavation to Access side of a Manhole $11000.00 $10,000.00 135 V14 10 Ea Excavation to Access side of a Vault $500.00 $5,000.00 136 V15 6 Ea 6" Conduit Entry into Manhole $175.00 $1,050.00 137 V16 6 Ea 4" Conduit Entry into Manhole $150.00 $900.00 138 V17 6 Ea 2 1/2" Conduit Entry into Manhole $125.00 $750.00 139 1 V18 6 Ea 2" Conduit Entry into Manhole $125.00 $750.00 140 V19 6 Ea 6" Conduit Entry into Vault $150.00 $900.00 141 V20 6 Ea 4" Conduit Entry into Vault $100.00 $600.00 142 V21 6 Ea 2 1/2" Conduit Entry into Vault $75.00 $450.00 143 V22 6 Ea 2" Conduit Entry into Vault $75.00 $450.00 Foundations $175.00 $61,250.00 144 P1 350 Ea Transformer Pad 48" X 54" Fibercrete 145 P2 50 Ea Switch Gear Pad Tx Tx 3' $700.00 $35,000.00 146 P3 10 Ea Transformer Pad 83" X 83" Old Castle $600.00 $6,000.00 Equipment $80.00 $48,000.00 147 El 600 Ea Secondary Connection Pedestal 148 E2 350 Ea Sin le Phase Transformer on Pad $350.00 $122,500.00 149 E3A 30 Ea Three Phase Transformer on Pad u to 500KVA $1,200.00 $36,000.00 150 E3B 20 Ea Three Phase Transformer on Pad above 500KVA up to 1500KVA I $3,000.qqi $60,000.00 RFP 5567 EXHIBIT 1 Three Phase Transformer on Pad 151 E3C 10 Ea above 1500KVA $5,000.00 $50,000.00 Switch Gear on Pad - (PME 152 E4 75 Ea Gear) $500.00 $37,500.00 Primary 1 Phase Sectionalizing 153 E5 15 Ea Pedestal on Sleeve $150.00 $2,250.00 Primary 3 Phase Sectionalizing 154 E6 20 Ea Pedestal on Sleeve $250.00 $5,000.00 155 E7 5 Ea Fused Cabinet $400.00 $2,000.00 156 E8 5 Ea Fused Cabinet Sleeve $500.00 $2,500.00 Other 20 Ft Concrete Pole and Street 157 SU 300 Ea Light, 976 pounds $350:00 $105,000.00 35 Ft Concrete Pole and Street 158 SL2 25 Ea Light 1,750 pounds $400.00 $10,000.00 45 Ft Fiberglass Pole and Street 159 SU 10 Ea Light $500.00 $5,000.00 Streetlight Poles with either bases 160 SL4 20 Ea or anchor cages on streetli hts $600.00 $12,000.00 Service Installation MORM Install 2.5" conduit with underground secondary 161 S1 50,000 Ft conductors and warning tape. $7.00 $350,000.00 162 S2 50 Ea SecondaryRiser $350.00 $17,500.00 Trip charge for additional trips 163 S3 30 Trip after initial tri $150.00 $4,500.00 Bore for service installations 164 S4 3,000 Ft Residential $20.00 $60,000.00 Hourly Three man crew to perform small 165 M1 250 HR projects $185.00 $46,250.00 Two man crew and backhoe to 166 M2 300 HR perform small projects $175.00 $52,500.00 Three man crew and backhoe to 167 M3 500 HR perform medium projects $200.00 $100,000.00 Four man crew and backhoe to 168 M4 500 HR perform large projects $250.00 $125,000.00 Dump truck used on projects where all excavated material is 169 M5 300 HR hauled off $65.00 $19,500.00 Total Cost of Services (Annual) $4,837,484.00 RFP 5567 EXHIBIT 1 Number of Licensed Utility/Class A 170 Milli= EA Journeyman available to DME Ito 4 Number of Crews Available to DME 171 EA I at onetime 2 to 10 Invoice Paid in 20 days Invoice Paid in 15 days Invoice Paid in 10 days 1.00% RFP 5567 EXHIBIT 1 Bond No. 1000996204 EXHIBIT C PERFORMANCE BOND STATE OF TEXAS § COUNTY OF DENTON KNOW ALL MEN BY THESE PRESENTS: That Barco construction, Inc ." whose address is 305 Plum Hollow, Denton,,TX _76207 hereinafter called Principal, and U.S. Specialty Insurance Company , a corporation organized and existing under the laws of the State of. Texas and fully authorized to transact business in the State of Texas, as Surety, are held and firmly bound unto the City of Denton, a municipal corporation organized and existing under the laws of the State of Texas. hereinafter called slaver, in the penal sum of m o �jundred F i f t� Thc,hc, �3us ld and no/109----- `/ DOLLARS (S=so,coo.aa-�-), to 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. This Bond shall automatically be increased by the amount of any Change Order or Supplemental Agreement, which increases the Contract price, 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 Ordinance Number 201 02 with the City of Denton, the Owner, dated the 17th day of September A.D. 2014:-fo-r� RFP #5567 UNDERGROUND ELEdRIC INSTALLATION SERVICES NOW, THEREFORE, if the Principal shall well truly and faithfully perforin and fulfil 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 ftilly 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. RFP 5567 The Rider Attached Hereto Is Incorporated in this Bond and Contains Important Coverage Information EXHIBIT 1 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 17th day of september, 2014. ATTEST. PRINCIPAL `� Barco Construction,Inc. /�� BY: �y i W ,rtiSS BY: PRESIDENT ATTEST: SURETY U. s . 1ty, Insura CAay— BY. waX Trenae Donovan, Witness BY: -' A' 'O Y- -FACT _,_ X Jenn er Picchi The Resident Agent of the Surety in Denton County, Texas for delivery of notice and service the process is: NAME- Jennifer Picchi, PCL Contract Bonding Agency STREET ADDRESS: 2005 Cedarwood Drive, 'Carrollton, TX 75007 (NOTE. Date of Performance Bond mast be date of Contract. If Resident Agent Is not a cotporadon, give a person Is name.) RFP 5567 EXHIBIT 1 Bond No. 1000996204 EXHIBIT C PAYMENT BOND STATE OF TEXAS § COUNTY OF DENTON KNOW ALL MEN BY THESE PRESENTS: That Barco construction, Inc.V' 305Plum Hollow whose address is Dento., Tx 7eao� herein called Principal, and u. s . Specialty Insurance Company, a corporation organized and existing under the laws of the State of Texas , and fully authorized to transact business in the State of Texas, as Surety, are held and firmly bound unto the City of Denton, a municipal corporation organized and existing under the laws of the State of Texas, hereinafter called Owner, 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 Two Hundred Fifty Thousand and no/100-------- -----= 'DOLLARS { so, 000 . oo- n lawful money of the United States, to bi 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. This Bond shall automatically be increased by the amount of any Change Order or Supplemental Agreement which increases the Contract price, 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 Ordinance Number 20g- 2(gr— , with the City of Denton, the Owner, dated the 17th day of September A.D,Zoi4, for RFP #5567 UNDERGROUND ELECTRIC INSTALLATION SERVICES NOW, THEREFORE, if the Principal shallwell, 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 fled on tthis :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. RFP 5567 The Rider Attached Hereto Is Incorporated in this Bond and Contains Important Coverage Information EXHIBIT 1 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 17th day of September. 2014.✓ ATTEST: PRINCIPAL s ` Barco Construction, Inc. BY: r= -:� 60 a ig�5 BY: PRESIDENT ATTEST: SURETY U.S. eci ity Insur c all L Trenae Donovan, Witness BY: ZJ4� /-,/3 ..� nni r ., The Resident Agent of the Surety in Denton County, Texas for delivery of notice i,.vice of the process is: ; NAME: Jennifer Picchi, PCL Contract Bonding Agency STREET ADDRESS -2005 Cedarwood Drive, Carrollton, TX 75007 (NOTE. Date of Payment Bond must be date of Contract. If Resident ilgeni is not a Corporation, give a person's name.) RFP 5567 EXHIBIT 1 To obtain information, make a complaint or assert a claim, or if you have a dispute concerning your premium, you should call the Surety's toll free telephone number for information at: 1-800-486-6695. You may also write to the Surety at: U.S. Specialty Insurance Company 601 S. Figueroa St, Suite 1604 Los Angeles, CA 90017 ......_....-.-__.. w-___ Important Time Limitation~ _-_...._._..- Regarding Warranty Notwithstanding anything to the contrary in the Construction Contract and Bond, in no event shall Surety have any obligation for any loss occurring or claim made by Obligee more than twenty-five (25) months after the date on which Principal has substantially completed the work under the Construction Contract. -----------__.._-...... ..Exclusion of Liability for Mold, Mycotoxins, Fungi & EnvironmentalHazards Notwithstanding anything to the contrary in the Construction` Contract and Bond, the Bond to which this Rider is attached does not provide coverage for, and the Surety thereon shall not be liable for, molds, living or dead fungi, bacteria, allergens, histamines, spores, hyphae, or mycotoxins, or their related products or parts, nor for any environmental hazards, bio -hazards, hazardous materials, environmental spills, contamination, or cleanup, nor the remediation thereof, nor the consequences to persons, property, or the performance of the bonded obligations, of the occurrence, existence, or appearance thereof. _ _ ---- .----. --Important Notice Regarding Calculation of Premium Adjustments to the contract price entitle the Surety to adjust premium charged for the adjustment in risk to Surety. Notwithstanding anything to the contrary in the Construction Contract and Bond, adjustments to the contract price or the premium charged shall not change the Bond` amount, unless the contract price is increased no more than 10% of the original contract price. Surety Not Bound to Renew Surety shall not be liable for extensions or renewals of the bonded obligation beyond the initial term of 1 (one) years unless Surety so states in a rider signed by an officer of Surety. Surety shall not be liable to Principal or Obligee, nor shall funds earned or to be earned on the bonded obligation be offset, for Principal's failure to procure renewal or substitute bonds. The penal sum of the bond is the sum stated in the bond. The penal sum shall not increase or cumulate by reason of renewal or extension of the initial term of the bonded obligation. HCCUM480=8 EXHIBIT I xc cc 0 E \\\\j)\! 0 0 m CL L /75/&±{ƒ fL CL. /),/§/{/ 5 CL 73\\3)/} Im to 6 -E 8 A U) cc 0 E \\\\j)\! m CL fL 5 73\\3)/} .4z EXHIBIT 2 901B TEXAS STREET e DENTON, TEXAS 76201 940.349.7100 940.293.1837 July 31, 2015 Oran "Butch" Reaves _r4 North Elm Denton,• lk IT LC U It 5567 with your Line Description Unit Price T27 Indoor Termination 750mcm $200.00 M6 Large Track Hoe per day $888.00 M7 Large Track Hoe per week $2664.00 M8 Delivery & Pickup of Large Track Hoe $250.00 M9 Aluminum Trench Box per day $348.00 M10 Aluminum Trench Box per week $1044.00 M11 Delivery & Pickup of Aluminum Trench Box $350.00 M12 Steel Trench Box 8'Hx16'L per day $250.00 M13 Steel Trench Box 8'Hx16'L per week $750.00 M14 Delivery & Pickup of Steel 8'Hx16'L Trench Box $350.00 All terms and conditions of the contract shall apply. If your firm is in agreement, please sign and return this letter to my attention. I?"Oignod by—N"."Signud by: 7 F4%i 9 4 4(X,4 A F... c�S1Fi�3i,r*4641 D 0 4 F,4 Rebecca Hunter, CPPB Oran "Butch" Reaves Senior Buyer Barco Construction "Dedicated to QuaQualily and Service www.cityofdenton.com EXHIBIT 3 MATERIALS MANAGEMENT DIVISION a 901B TEXAS STREET * DENTON, TEXAS 76201 940.349.7100 * FAX 940.293.1837 August 19, 2015 1W1xMAWM Oran "Butch" Reaves 2804 North Elm Denton, TX 76201 Ref. RFP 5567— Underground Electric Installation Services The City of Denton (COD) has reviewed and accepts the addition of the following new line item to contract 5567 with your firm: Line Description Unit Price V23 Installation of 4'x6' Concrete Pull Box $5000.00 V24 Installation of 3'x5' Concrete Pull Box $4000.00 V25 Installation of Fiber Communications Box $400.00 All terms and conditions of the contract shall apply. If your firm is in agreement, please sign and return this letter to my attention. We look forward to continued business with Barco Construction. M= 0 n cull ogned by Duru$igned by: )vt(, rtAvi-S CfFA9AFDF.4&1 1 D04FA .. . . ......... Rebecca Hunter, CPPB Oran "Butch" Reaves Senior Buyer Barco Construction "Dedicated to Quality and Service www.cityofdenton.com 1., 1-4 m cc r, � -- 00 EXHIBIT 3 Ell 11 Hill oil EXHIBIT 3 C) 0 0 O0 0 li 0 0 Ln 0 0 0 Ln 0 0 0 O Ln 0 0 C:) 00 0 c CD Ln Ln CD a CD -i CD CD a C) q CD q 0 Ln LA t.6 C:) 06 oi l6 6 tn F, F, c; c5 V) V?IA. co LA ci a4 -En Ln r,4 uj L6 In V?Ln Ln t.6 25 r -Z -in 0 f-4 �6 A/,, Ln 0 6 Q� i/l, Tu, q w 0- O In w - C r, - 0 r, (D' r- CD' F, Oa oo - oo 0 ' u �A- Ln cD N v} o NC' r" Ln �i r -i L6 ih sa, a cu C 0 r (U DEEM WN" U �3 U U a.) U U U —VA ya Ld V) 0 U r. > (Do a -0 > 000poo -0 -0 -0 ;> -0 -0 0 0 U Ou> U > 0 U C U 0 U 0 -0 -0 CIS 4) — CD C:) C:, c) kn a, kn W) U U ol rq U U U C:� C) -r. V) 0 (0� 'tl- T t > — > C� ON U U U U U U U U U U U U U> 10 a, U P. U > a. 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S. wt� :t:� 0 (U E cz (1) E = CC C13 Ld m w~ cz r. a Q) r_ 0 0 :3a 0 o my,0 U ca L) 0 0 bj) bD > 0 0 0 0 0 u U m m U rq U U u cq L) a 0 tf� 0 0 0 0 0 w x x M 0 , " 0 . — C) kn kr) cq Fq �c zt cq F"I I Cn WQ Cl) V) a. a, 4� �1� I m M M oj ca ca CIS M cd m M W cd ca CIS ca m Cd ca ca co w m w w ca m C13 C13 cri cz Lw C::, kn kn o �,o I'D 110 en C:) kn C:) C:) CD kn CD C� Ln kn C:) 11 C= C) 11 Cl r-- cq cq N 1r) �o r - 00 > > > > > > > > > > > > > ao m ao w w w w w w w cn COO V) C/) w w w M 'IT In (o r,- W M CD U) CD M M C) 0 m an 0 �2 �2 �2 M �2 �2 �2 �2 L2 L8j 1n L2 L2 I2 C.® EXHIBIT 3 on FAR a@ ■ iiia on FAR a@ EXHIBIT 3 Envelope Number: 67E7B62BI7294462B01645E6E768D790 Subject: Please DocuSIgn: 5567 Barco Construction Amendment #2 Source Envelope: Document Pages: 7 Signatures: 2 Certificate Pages: 5 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Record Tracking Status: Original Holder: Rebecca Hunter 8/19/2015 9:35:44 AM PT rebecca.hunter@cityofdenton.com Signer Events Signature Rebecca Hunter Timestarnp rebecca.hunter@cityofdenton.com 721 1CA11 Senior Buyer City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Butch Reaves barco-reaves@msn.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 8/3/2015 9:10:00 AM PT ID: d9ebeaac-0705-4eee-8c87-99d49682e4d1 D �,iq .gid by: Using IP Address: 173.74.52.49 In Person Signer Events Signature �-- 0 SOCUR90 Status: Completed Envelope Originator: Rebecca Hunter rebecca.hunter@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestarnp Sent: 8/19/2015 9:45:52 AM PT Viewed: 8/19/2015 9:46:01 AM PT Signed: 8/19/2015 9:46:17 AM PT Sent: 8/19/2015 9:46:19 AM PT Viewed: 8/1912015 3:44:08 PM PT Signed: 8/19/2015 3:47:07 PM PT Timestamp Editor Delivery Events Status Timestarnp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestarnp Certified Delivery Events Status Timestarnp Carbon Copy Events Status Rowdy Patterson rowdy.patterson@cityofdenton.com COPIED Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Notary Events Envelope Summary Events Status Envelope Sent Hashed/Encrypted Timestarnp Sent: 8/19/2015 3:47:09 PM PT Viewed: 8/20/2015 5:13:36 AM PT Timestamp Tirnestamps 8/19/2015 3:47:09 PM PT EXHIBIT 3 Envelope Summary Events Status Certified Delivered Security Checked Signing Complete Security Checked Completed Security Checked AMM M., fa7Zrf T mw t mpS 8/19/2015 3:47:09 PM PT 8/19/2015 3:47:09 PM PT 8/19/2015 3:47:09 PM PT EXHIBIT 3 Electronic Record and Signature Disclosure created on: 4/20/2015 2:25:38 PM Parties agreed to: Butch Reaves ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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EXHIBIT 3 Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 EXHIBIT 4 DRAFT MINUTES PUBLIC UTILITIES BOARD Monday, February 13, 2017 9:00a.m. Service Center Training Room After determining that a quorum of the Public Utilities Board of the City of Denton, Texas is present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on Monday, February 13, 2017 at 9:00a.m. in the Service Center Training Room at the City of Service Center, 901 A Texas Street, Denton, Texas. Present: Chair Randy Robinson, Vice Chair Susan Parker, Charles Jackson, Lilia Bynum, Brendan Carroll, and Allen Bishop Ex Officio Members: Todd Hileman, City Manager and Howard Martin, ACM Utilities Absent: Barbara Russell OPEN MEETING ITEMS FOR INDIVIDUAL CONSIDERATION C. PUB17-027 - Consider recommending approval of Amendment 43 to a Contract with Barco Construction Co., for procurement of Underground Electric Service Installation for Denton Municipal Electric, while continuing electric underground service installation in the further amount of $1,209,371 (RFP 45567- Amendment 43 to Three Year Contract for Underground Service Installation Awarded to Barco Construction Co., in the original not -to -exceed amount of $4,837,484; with the not -to -exceed amount now totaling $6,046,855). Jerry Fielder made this presentation stating this is an amendment with Barco Construction. DME is currently 56 percent underground assets and has been pretty consistent over the last five years. Fielder talked about the approved CIP budgeted projects; residential, apartments, commercial and industrial. This is where most of the underground facilities come in. CIP Feeder Improvements were listed that includes many projects over the city. The revenue associated project list is quite long that includes many new projects that have a new service date earlier than October 1, 2017. In October 2014 Barco was awarded a contract for $5,137,848. By the end of 2015, $1,496,746 had been allocated, end of 2016 $$2,410,177. Currently there is about $266,812 left of the contract with seven months left. There was an unusual project in 2016 that used much of the contract. Field then went over the Winco Distribution project extensively. Barco performs approximately 40 percent of conduit installations, cable pulling and terminations for the City. DME performs approximately 10 percent with develops taking care of 50 percent. EXHIBIT 4 1 Denton Municipal Electric recommends approving a 25 percent increase ($1,209,371) in the 2 contracted amount to Barco Construction. This will provide funding until Oct 2017, when new 3 RFP evaluations are approved, and a new contract is in place. 4 5 Parker asked if this is permissible within the state law. Fielder agreed, DME couldn't keep 6 up with growth. 7 8 Motion was made by Board Member Jackson, second by Board Member Bynum. 9 Vote 6-0 approved. 10 11 12 Adjournment 9:40 a.m. EXHIBIT 5 ORDINANCE NO. 2017 - AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE APPROVAL OF A THIRD AMENDMENT TO A CONTRACT BETWEEN THE CITY OF DENTON AND BARCO CONSTRUCTION, INC. FOR UNDERGROUND ELECTRIC INSTALLATION SERVICES WHICH WAS ORIGINALLY APPROVED BY COUNCIL ON SEPTEMBER 17, 2014 IN THE AMOUNT OF $4,837,484.10 WITH A FIRST AND SECOND AMENDMENT PROVIDING FOR ADDITIONAL LINE ITEMS BUT NO CHANGE TO THE CONTRACT AWARD AMOUNT APPROVED BY PURCHASING STAFF; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 5567—PROVIDING FOR AN ADDITIONAL EXPENDITURE AMOUNT NOT -TO -EXCEED $1,209,371 WITH THE TOTAL CONTRACT AMOUNT NOT -TO -EXCEED $6,046,855.10). WHEREAS, on September 17, 2014, by Ordinance No. 2014-265, the Council awarded a contract for underground electric service installation (hereafter the "Agreement") to Barco Construction, Inc., in the amount of $4,837,484.10.10 for the underground installation of electric service facilities for Denton Municipal Electric; and WHEREAS, on July 31, 2015, the City awarded a First Amendment to Barco Construction, Inc. (hereafter the "First Amendment") for additional line items to be added to the contract with no change in the total contract amount and said Agreement was approved by Purchasing staff in accordance with their delegated authority; and WHEREAS, on August 19, 2015, the City awarded a Second Amendment to Barco Construction, Inc. (hereafter the "Second Amendment") for additional line items to be added to the contract with no change in the total contract amount and said Agreement was approved by Purchasing staff in accordance with their delegated authority; and WHEREAS, there appears to the Council that further installation services must be completed; and Staff having recommended, the Public Utilities Board having approved, and the City Manager having recommended to the Council that the "Third Amendment to contract with Barco Construction, Inc. (hereafter the "Third Amendment") be authorized to amend such Agreements, with respect to the scope of work and an increase in the payment amount by $1,209,371; and said fees under the proposed Third Amendment are fair and reasonable, and are consistent with and not higher than the recommended practices and fees published by the professional associations applicable to the provider's profession; and such fees do not exceed the maximum provided by law; NOW, THEREFORE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager is hereby authorized to enter into the " Amendment to Professional Services Agreement" with Barco Construction, Inc. (the "Third Amendment"), in substantially the form that is attached hereto and incorporated herewith by reference, which increases the amount of the engagement by and between the City of Denton, Texas and ions, Inc., which EXHIBIT 5 Agreement is on file in the office of the Purchasing Agent, in the additional amount of $1,209,371, which amount is hereby approved; and the expenditure of funds therefor is hereby authorized in accordance with said Third Amendment. The total purchase order amount therefore increases to the amount of not -to -exceed $6,046,855.10. SECTION 2. The City Council of the City of Denton, Texas hereby expressly delegates the authority to expend funds and to take any actions that may be required or permitted to be performed by the City of Denton, Texas under File 5567, to the City Manager of the City of Denton, Texas, or his designee. SECTION 3. The recitations and statements contained in the preamble hereto are incorporated herewith as a part of this Ordinance for all purposes. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY By: _ APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY By: EXHIBIT 6 THE STATE OF TEXAS § COUNTY OF DENTON § THIRD AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND BARCO CONSTRUCTION, INC. [FILE NO. 55671 THIS THIRD AMENDMENT TO CONTRACT (hereafter the "Third Amendment") to that certain Contract by and between the City of Denton, Texas and Barco Construction, Inc. (hereafter the "Agreement") in the original not -to -exceed amount of $4,837,484.10, which was heretofore executed on September 17, 2014, and was approved within the delegated authority of the City of Denton Purchasing Agent; and said Agreement was heretofore entered into by and between the City of Denton, Texas, a Texas Municipal Corporation with its offices at 215 East McKinney Street, Denton, Texas 76201 (hereafter the "CITY"); and the firm of Barco Construction, Inc. (hereafter "BARCO") with its offices at 305 PLUM HOLLOW, Denton, TX 76207; and The original Agreement provided for BARCO's services related to the Installation of Underground Electric Utility Cables as is contained in Exhibits (a) of the original Agreement. BARCO has satisfactorily completed work called for in the original Agreement; and the City deems it necessary to increase the not -to -exceed amount of $4,837,484.10, by $1,209,371 for an aggregate of $6,046,855.10, for services. NOW THEREFORE, the CITY and BARCO (hereafter collectively referred to as the "Parties"), in consideration of their mutual promises and covenants, as well as for other good and valuable considerations, do hereby AGREE to the following Third Amendment, which amends the following terms and conditions of the said Agreement, to wit: 1. The provisions of Exhibit F — Special Terms and Conditions. "Total Contract Value" in the Agreement shall instead read, in line 1 of the first paragraph thereof, "shall not exceed $6,046,855.10." The number $4,837,484.10 contained on the original Agreement at the same location is hereby removed. The Parties hereto agree, that except as specifically provided for by this Third Amendment, that all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations of the Parties, set forth in both the Agreement and now the Third Amendment shall be, and will remain in full force and effect. 1 DocuSign Envelope ID: 068C6463-36EA-40EA-87F4-C87397977513 EXHIBIT 6 IN WITNESS WHEREOF, the City of Denton, Texas and the Barco Construction, Inc., have each executed this Third Amendment electronically, by and through their respective duly authorized representatives and officers on this date "CITY" CITY OF DENTON, TEXAS A Texas Municipal Corporation ATTEST: CITY SECRETARY LI -A APPROVED AS TO LEGAL FORM: CITY ATTORNEY DocuSigned by: 16 O B�7J • - CE21B9K2AM439... Todd Hileman, City Manager Barco Construction, Inc. GocuSigned by, Fta" President By: — --. 4ABA6CA3F9764FE... AUTHORIZED SIGNATURE, TITLE 2 EXHIBIT 6 Certificate Of Completion Envelope Id: 068C646336EA40EA87F4C87397977513 Subject: City Council Docusign Item - 5567 Amendment to Barco Construction - UG Electric Install Svcs Source Envelope: Document Pages: 3 Signatures: 2 Supplemental Document Pages: 0 Initials: 0 Certificate Pages: 6 AutoNav: Enabled Payments: 0 Envelopeld Stamping: Enabled Time Zone: (UTC -08:00) Pacific Time (US & Canada) Record Tracking Status: Original 1/25/2017 2:36:59 PM Signer Events Rebecca Hunter rebecca.hunter@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: David Fuller dfuller@fx5construction.com President Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 2/8/2017 5:10:58 AM ID:OfOb0624-99f7-4b88-a481-a09598298795 John Knight john.knight@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia Winkley julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Holder: Rebecca Hunter rebecca.hunter@cityofdenton.com Signature Using IP Address: 129.120.6.150 Locu5lgnea 6y. k'tfLW bflF.AF.C+1i,FS7C4i E... Using IP Address: 107.77.197.73 Signed using mobile Caacusigned by: CO21996QAM4,19 Using IP Address: 129.120.6.150 Status: Sent Envelope Originator: Rebecca Hunter rebecca.hunter@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 1/30/2017 12:05:48 PM Viewed: 1/30/2017 12:08:35 PM Signed: 1/30/2017 12:12:10 PM Sent: 1/30/201712:12:11 PM Viewed: 2/8/2017 5:10:58 AM Signed: 2/8/2017 5:11:36 AM Sent: 2/8/2017 5:11:39 AM Viewed: 2/8/2017 10:00:07 AM Signed: 2/8/2017 10:00:27 AM Sent: 2/8/2017 10:00:29 AM Viewed: 2/8/2017 2:43:00 PM secuRt r EXHIBIT 6 Signer Events Signature Timestamp Todd Hileman todd.hileman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jennifer Walters jennifer.walters@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Julia Winkley Sent: 2/8/2017 5:11:38 AM julia.winkley@cityofdenton.com ON Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri Thurman sherri.thurman@cityofdenton.com [::::C: 0 P 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 Sent: 2/8/2017 5:11:38 AM Viewed: 2/8/2017 6:01:51 AM EXHIBIT 6 Carbon Copy Events Status Timestamp Jennifer Bridges jennifer.bridges@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: Rowdy Patterson rowdy.patterson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robin Kain barco.robin@gmail.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Notary Events Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 2/8/2017 10:00:29 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 4/20/2015 7:25:38 AM Parties agreed to: David Fuller, Robin Fox EXHIBIT 6 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-192, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: February 21, 2017 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a contract for the acquisition of one (1) East "Unloader" trailer for the City of Denton Solid Waste 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 requirements of competitive bidding; and providing an effective date (File 6361 -awarded to East Manufacturing Corporation in the amount of $68,200). The Public Utilities Board recommends approval (5-0). FILE INFORMATION This item is a fleet addition for the Solid Waste Department's landfill mining operation. This equipment will be used to haul sorted materials to various locations. It has a 100 yard capacity which allows it to haul a large amount of material. The trailer also has a hydraulically operated floor for ease of unloading material. The quote provided by East Manufacturing Corporation (East Manufacturing) is attached as Exhibit 1. The last purchase of this type of specialized trailer for the Solid Waste Department was in 2007 at a cost of $65,548. The current pricing is only 4% above the pricing from 2007. The City of Denton is standardizing to the East Manufacturing refuse trailer because it is a custom specification that is unique to our operation and accommodates the tarping system necessary to contain the Municipal Solid Waste materials (Exhibit 2). Due to the Fleet department's standardization to East Manufacturing refuse trailers, these trailers will be purchased as a single source and in accordance with Chapter 252.022 of the Texas Local Government Code, such purchases are exempt from the requirement of competitive bidding. ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On February 13, 2017, the Public Utilities Board (PUB) recommended approval to forward this item to the City Council for consideration. RECOMMENDATION Award the purchase of one (1) East refuse trailer to East Manufacturing Corporation in the amount of $68,200. PRINCIPAL PLACE OF BUSINESS City of Denton Page 1 of 2 Printed on 2/17/2017 povveied by I_egivt9i IN File #: ID 17-192, Version: 1 East Manufacturing Corporation Randolph, OH ESTIMATED SCHEDULE OF PROJECT The purchase and delivery of the trailer will occur within 90 days of purchase order issuance. FISCAL INFORMATION The Refuse Trailer (Fleet ID4SW16121) will be funded from the Solid Waste Operating Fund account number 660199595.1355.30100 from the Landfill Mining division. Requisition 4132789 has been entered in the Purchasing software system. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Organizational Excellence Related Goal: 2.3 Promote superior utility services and facilities EXHIBITS Exhibit l: Quote Exhibit 2: Standardization Memo Exhibit 3: Public Utilities Board Draft Minutes Exhibit 4: Ordinance Respectfully submitted: Ethan Cox, 349-7421 Customer Service Manager For information concerning this acquisition, contact: Terry Kader at 349-8729. City of Denton Page 2 of 2 Printed on 2/17/2017 povveied by I_egist9i I;, EXHIBIT 1 Hs::-p7w PRODUCTION BUILD SHEET CODE: WF EAST UNLOADER TRAILER OPEN TOP I X I CLOSED TOP SCHEDULE DATE: CUSTOMER: CITY of DENTON DATE: 1/19/17 SERIAL # ONE UNIT BODY: TAILGATE: CHASSIS: WIDTH (INCHES) 96 HEIGHT FULL MODEL TANDEM LENGTH (FEET) 45 TYPE SINGLE TYPE ALUM SUB FRAME HEIGHT (INCHES) 100 STYLE SHEET & POST AXLE TO AXLE 49" SIDE MAT'L 3/16" S & P MAT'L THICKNESS 3/16" REAR AXLE SETTING 26-1/2" .................................................................................................................................................................................................. TOP RAIL UNLOADER S / S HINGE ON P/S 4-3-4 5TH WHEEL HT 49" ROOF NONE GATESEAL NONE PIN SETTING 36" ......................................................................................................................................................................... ROOF MAT'L GATE LADDER CAST/CENTER SUSPENSION REYCO 21 B BULKHEAD 3/16" (1) TARP HOOKS NONE SPRINGS SINGLE LEAF TARP HOOKS NONE WINDERS ONE AXLES TP SPINDLES TARP BASKET NONE GATE GUIDE YES BRAKES 16-1/2" x 7" TARP YES DONOVAN HYD (3) GATE CONTROL MECH DUSTSHIELDS YES CATWALK NONE POCKETS FABBED / EXTRUDEE BRAKE CHAMBERS TOP OF AXLE B.H. LADDER COMM / CENTER CROSSPIPE (S) TWO - TUBE TYPE ABS 2S / 1 M CROSSMEMBER "I" BEAM -12" C/L MIDDLE & REAR HUBS 10 S STL/CAST-PIL FLOOR MAKE HALLCO .................................................................................................................................................................................................... EAST ELITE FLOOR MAT'L 4164 COMPACTOR: WHEELS 8.25" x 24.5" WEARPADS TRIPLE RIDGE SIDE LATCH .................................................................................................................................................................................................. STEEL DISC HORIZONTALS NONE CENTER LATCH TIRES 11R 24.5" R196 45° DIRT SHEDDERS 8" SMOOTH PIN DIA. .................................................................................................................................................................................................... BRIDGESTONE TARP BAR YES DOLLIES 2 SPD JOST A451 TAPE COLOR Gl--ZEF HYDRAULICS: .................................................................................................................................................................................................... LOCATION D/S CRANK LIGHT PANEL LED IN TAILGATE HOSES TWO 4000 PSI BUMPER STEEL MARKER LIGHTS NOTE (2) LENGTH 108" TOW HOOK(S) TWO MIDMOUNT SIGNALS YES -LED FITTINGS PUSH - PULL PUSH BLOCKS YES MUDFLAPS YES HP 1" MALE PAINT SILVER HOSE HANGER YES LP 1" FEMALE TIRE CARRIER NONE REMARKS (1) ADD ACCESS HOLE FOR FUTURE ACCESS TO STEEL HYDRAULIC LINES (2) 3 PR PER SIDE TOP AND BOTTOM. ALL LED ALL BOXED IN. (3) DONOVAN HYDRAULIC DOUBLE FLIP LID TARP SYSTEM. INSTALLED BY OUTSIDE VENDOR. TRAILER COST $65 900.00 FREIGPIT 2.300.00 TOTAL $68„200.00 OVERALL HEIGHT (FT) 12.92 EMPTY WEIGHT M 16,583 CUBIC YARDS 101 BODY/FAB/INSPECTION/FRAME/INVENTORY/SALES/TIRES/PAINT/ACID 687t7mt EXHIBIT 2 DATE: October 26, 2016 TO: Elton Brock FROM: Terry Kader Fleet Services Superinten1- • • e oio Puenin S U QJ 'I........S IN G L E S 0 U R CP', 13 I_) S I N E S S j 1, 1 STI Ij CATICAC - ELAS T' I'R A I I �, ER . ............... Fleet Services is recommending the purchase of a specialized trailer from East Manufacturing, a manufacturer of live -bottom or walking floor trailers. East Manufacturing has been utilized by the City of Denton for supplying several trailers unique to the landfill operations. The City currently has (3) three East trailers in service at this time. The East trailers supplied are of high quality with few operational issues and East can accommodate a variety of options including specific load tarping systems. In addition, Fleet Services has found it difficult to obtain competitive quotes from other trailer manufacturers meeting these specifications. Fleet Services is respectfully recommending the purchase of a specialized live -bottom trailer from East Manufacturing as a single source purchase and believes this to be the best value for the City of Denton. Fleet Services Superintendent 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 EXHIBIT 3 DRAFT MINUTES PUBLIC UTILITIES BOARD Monday, February 13, 2017 9:00a.m. Service Center Training Room After determining that a quorum of the Public Utilities Board of the City of Denton, Texas is present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on Monday, February 13, 2017 at 9:00a.m. in the Service Center Training Room at the City of Service Center, 901 A Texas Street, Denton, Texas. Present: Chair Randy Robinson, Vice Chair Susan Parker, Charles Jackson, Lilia Bynum, Brendan Carroll, and Allen Bishop Ex Officio Members: Todd Hileman, City Manager and Howard Martin, ACM Utilities Absent: Barbara Russell OPEN MEETING CONSENT AGENDA G. PUB17-042 - Consider recommending adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute contract for the acquisition of one (1) Refuse Trailer for the City of Denton Solid Waste Department which are available from only one source and in accordance with Chapter 252.022 of the Texas Local Government Code, such purchases are exempt from requirements of competitive bidding; and providing an effective date (File 6361 -awarded to East Manufacturing in the amount of $68,200). Board Member Parker motioned to approve item G, second by Board Member Bishop. Vote 5-0 approved. Adjournment 9:40 a.m. EXHIBIT 4 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A CONTRACT FOR THE ACQUISITION OF ONE (1) EAST UNLOADER" TRAILER FOR THE CITY OF DENTON SOLID WASTE 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 REQUIREMENTS OF COMPETITIVE BIDDING; AND PROVIDING AN EFFECTIVE DATE (FILE 6361 -AWARDED TO EAST MANUFACTURING CORPORATION IN THE AMOUNT OF $68,200). WHEREAS, Section 252.022 of the Local Government Code provides that procurement of items that are only available from one source, including; items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids; and WHEREAS, the City Council wishes to procure one or more of the items mentioned in the above paragraph; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following purchase of materials, equipment or supplies, as described in the "File" listed hereon, and on file in the office of the Purchasing Agent, and the license terms attached are hereby approved: FILE NT TMRFR VFNT)(1R A M(1T TNT 6361 East Manufacturing Corporation $68,200 SECTION 2. The City Council hereby finds that this bid, and the award thereof, constitutes a procurement of items that are available from only one source, including, items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids. EXHIBIT 4 SECTION 3. The acceptance and approval of the above items shall not constitute a contract between the City and the person submitting the quotation for such items until such person shall comply with all requirements specified by the Purchasing Department. SECTION 4. The City Manager is hereby authorized to execute any contracts relating to the items specified in Section 1 and the expenditure of funds pursuant to said contracts is hereby authorized. SECTION 5. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 6361 to the City Manager of the City of Denton, Texas, or his designee. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY r BY: City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-193, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: February 21, 2017 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a contract for the acquisition of one (1) boom mower attachment for the City of Denton Parks 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 requirements of competitive bidding; and providing an effective date (File 6370 -awarded to Tiger Corporation in the amount of $62,658). FILE INFORMATION This item is for the purchase of one (1) mowing attachment to be added to a tractor purchased through the City of Denton's ongoing contract with Ag Power. One (1) Tiger model RT60B boom mower attachment will be purchased for the Parks Department. The mower and attachment will be replacing a flail mower that the department currently has and will be used for the maintenance of right of ways. The flail mower is a 2008 model that has reached the replacement criteria of age and maintenance and will be sold at auction. The City of Denton is standardizing to Tiger Mowers for mowing attachments (Exhibit 2). This equipment is not available from local vendors. RECOMMENDATION Award the purchase of one (1) boom mower attachment to Tiger Corporation in the amount of $62,658. PRINCIPAL PLACE OF BUSINESS Tiger Corporation Sioux Falls, SD ESTIMATED SCHEDULE OF PROJECT The purchase and delivery of the tractor with the mowing attachment will occur within 180 days of purchase order issuance. FISCAL INFORMATION City of Denton Page 1 of 2 Printed on 2/17/2017 povveied by I_egivt9i IN File #: ID 17-193, Version: 1 The attachments will be funded from Parks Department Operating Fund account number 810301408.1355.30100 using Certificate of Obligation funding. Requisition 4133000 has been entered in the Purchasing software system. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Organizational Excellence Related Goal: 1.1 Manage financial resources in a responsible manner FXUIRITC Exhibit l: Quote Exhibit 2: Standardization Memo Exhibit 3: Ordinance Respectfully submitted: Ethan Cox, 349-7421 Customer Service Manager For information concerning this acquisition, contact: Terry Kader at 349-8729. City of Denton Page 2 of 2 Printed on 2/17/2017 povveied by I_egist9i I;, Bane Machinery Fort Worth, L P Telephone: 817-847-5894 P.O. Box 77859 Toll Free: 1-800-601-2263 Date 01-11-2017 EXHIBIT I 31nE3Fort Worth, TX 76177-0859 Fax 817-232-3382 Sales Person J. Alcala ". " W.m A �AA A A �A p '�A ffl A' A �AA A �AA s • Contact Charlie Rosendahl Phone 940-349-8422 Company City of Denton / Fleet Services Fax Address 804 Texas Street Email Charles. Rosendahl@cityofde ton.com City Denton Cell State/Zip TX 76209 Terms BUYBOARD CONTRACT# 447-14 Purchase Orders Need to be submitted to: Tiger Corporation 3301 N Louise Avenue Sioux Falls, South Dakota 57107 Dear Charlie, Per our conversation, we are pleased to quote the following mower for your consideration. Manufacturer Tiger Model RT60B Serial No. New Equipped With: Mid -Mount Boom mower with reach out from 23.6' to 26.3' Boom Arms Mounting System Wheel Weights Hydraulic Drive System Operator Safety Screen/Ply 3 Point Open Stow System & Travel Safety Lock Joystick, Electro -hydraulic and Valve Kit Added Options: 60" rotary head with Blade Bar & Hydraulic door Front Pump & Grill Guard Back -Up Alarm Strobe Light Installation Included on Customer's JD 6130M Tractor Total Buyboard Sales Price $62,658.00 SHIP VIA: BANE TRUCK TERMS & CONDITIONS All Prices Are F.O.B. Shipping Point & Do Not Include Applicable Taxes Or Insurance. Prices Are Subject To Change Without Notice. Machines Are Subject To Availability. Taxes Are Subject To Change, As Law Requires, Without Notice. We greatly appreciate your business. Please feel free to contact me with any questions. Sincerely, d Approved Vendor OPT Farehastrmg Johnny Alcala Cell# 214-878-3798 EXHIBIT 2 rur � �@ 1 �1 DATE: January 13, 2017 FROM: Terry Kader Fleet Services Superintendent CC: Antonio Puen1N SIS ECT- SQL L[-� (SipgLe) SOURCE BUSINESS JUSTIFICATION __t 11 I_- Fleet Services is recommending the purchase of a boom and flail mower attachments from Tiger Corporation. We have been purchasing Tiger mowers exclusively since 2016. Staff has been standardizing to the extent possible to minimize cost and improve efficiency related to technician training, diagnostic software, specialty tools and stocking of replacement parts. Bane Machinery, the local dealer of Tiger mowers, continues to provide a well-trained and experience field service technician for the handling of warranty repairs which helps reduce downtime and costs for the city. Terry kader Fleet Services Superintendent EXHIBIT 3 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A CONTRACT FOR THE ACQUISITION OF ONE (1) BOOM MOWER ATTACHMENT FOR THE CITY OF DENTON PARKS 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 REQUIREMENTS OF COMPETITIVE BIDDING; AND PROVIDING AN EFFECTIVE DATE (FILE 6370 -AWARDED TO TIGER CORPORATION IN THE AMOUNT OF $62,658). WHEREAS, Section 252.022 of the Local Government Code provides that procurement of items that are only available from one source, including; items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids; and WHEREAS, the City Council wishes to procure one or more of the items mentioned in the above paragraph; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following purchase of materials, equipment or supplies, as described in the "File" listed hereon, and on file in the office of the Purchasing Agent, and the license terms attached are hereby approved: FILE NT TMRFR VFNT)(1R A M(1T TNT 6370 Tiger Corporation $62,658 SECTION 2. The City Council hereby finds that this bid, and the award thereof, constitutes a procurement of items that are available from only one source, including, items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids. EXHIBIT 3 SECTION 3. The acceptance and approval of the above items shall not constitute a contract between the City and the person submitting the quotation for such items until such person shall comply with all requirements specified by the Purchasing Department. SECTION 4. The City Manager is hereby authorized to execute any contracts relating to the items specified in Section 1 and the expenditure of funds pursuant to said contracts is hereby authorized. SECTION 5. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 6370 to the City Manager of the City of Denton, Texas, or his designee. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY r BY: City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-197, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: February 21, 2017 SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the purchase of electric substation class porcelain post insulators for Denton Municipal Electric to be stocked in the City of Denton Distribution Center; providing for the expenditure of funds therefor; and providing an effective date (RFP 6289 -awarded to Anixter Inc. in the three (3) year not -to -exceed amount of $340,000). RFP INFORMATION Denton Municipal Electric (DME) has substation projects approved in its five year Capital Improvement Plan that will require the installation of porcelain post insulators. The insulators are used to isolate electrical conductors from ground potential. The insulators are constructed of glazed porcelain and have metal end pieces for attaching to structures, switches, or bus material. DME uses these types of porcelain station post insulators in substations for three different voltages; 138kV, 69kV, and 13.2kV. Materials will be ordered on an as needed basis to maintain appropriate stocking levels in the City's Distribution Center. As these commodities are "common stock items" in the Distribution Center working capital inventory under City of Denton General Government, they are not reviewed by the Public Utilities Board. Request for Proposals were sent to 312 prospective suppliers, including five Denton firms. In addition, specifications were placed on the Purchasing website for prospective suppliers to download. Twelve proposals were received. Proposals were evaluated based upon published criteria, including price, delivery and probable performance by the supplier. A Best and Final Offer was conducted which resulted in Anixter, Inc. deceasing their average number of delivery days from 44 to 28. Anixter Inc.'s proposal provided the highest evaluated score, resulting in the best value for the City (Exhibit 1). RECOMMENDATION Approve a contract with Anixter, Inc. in the three (3) year not -to -exceed amount of $340,000. PRINCIPAL PLACE OF BUSINESS Anixter, Inc. Corinth, TX City of Denton Page 1 of 2 Printed on 2/17/2017 povveied by I_egivt9i IN File #: ID 17-197, Version: 1 ESTIMATED SCHEDULE OF PROJECT This is an initial one (1) year contract with options to extend the contract for two (2) additional one (1) year periods, with all terms and conditions remaining the same. FISCAL INFORMATION The costs for material purchased under the proposed agreement will be funded from project accounts on an as needed basis. The work proposed will be in the transmission category. These costs for transmission projects will ultimately be recovered through the Public Utility Commission Transmission Cost of Service Program (TCOS). STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Organizational Excellence Related Goal: 1.1 Manage financial resources in a responsible manner EXHIBITS Exhibit 1: Evaluation/Ranking sheet Exhibit 2: Ordinance Exhibit 3: Contract Respectfully submitted: Ethan Cox, 349-7421 Customer Service Manager For information concerning this acquisition, contact: Elton Brock at 349-7133. City of Denton Page 2 of 2 Printed on 2/17/2017 povveied by I_egist9i I;, o o N lq m m o r, o 0 o N w N O N O O N lD � o m o o m� N w O vi n o o o m m a W m O O m n N w of m O ^ O O Ol lD Rf O � 0 0 0 Vi ryj lD N ti N m N W e0i CO N O O O O m O W N N O O N W N W d " ; o m m m m m � m a C O � 3+ m o n rq o m m IR oo o o N v m' c o v o 0 N LU 2 - IR IR o a o w n a w o 0 0 w ti ti ti ti ti v z m Q D Y Ed00000 o O0 a X � t N o LQ v 0 0 0 0 V j d v °1 vm m W m cc� 0 0 m LL S w ti ti ti ti ti V 4 Y m n o o m o a a. n a o m .n ti ti ti ti ti o z LL v N Q D d wo m E d two two too t tw o m � ~ Z .... s m .n o n 0 0 a = n m ai o W j v m o O _ O C y ry iD W C 4 NS m o m o V 1 ^ mo o y � N ti ti ti ti ti « Q d m w VI y N 0 0 0 0 0 0 R � N n 0 v 0 0 O O o 0 O 0 O O y 0 � ry N _ o N ? v c � m O � ti ti ti ti ti 4 0 0 0 0 0 0 0 0 0 0 a W oo .n m o w w ti ti ti ti ti K ci d a � E 0 co 0 0 co co 0 co 0 co ani Cc W y r C p m v o ry ry v m n E y d d m o, ry d V J CoQ J VIu X y o LQ 0 0 o O 0 0 0 o T 1 m W W O m W O_ U) y {A C Y U � � ry VI (� C % W V1 V1 V1 Vf Vf d Y w 0 w o a ^ o a � ti ti ti ti ti m o r, o 0 o N w N O N O O N lD � o m o o m� N w O vi n o o o m m a W m O O m n N w of m O ^ O O Ol lD Rf O � 0 0 0 Vi ryj lD N ti N m N W e0i CO N O O O O m O W N N O O N W N W EXHIBIT 2 ORDINANCE NO. 2017 - AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR THE PURCHASE OF ELECTRIC SUBSTATION CLASS PORCELAIN POST INSULATORS FOR DENTON MUNICIPAL ELECTRIC TO BE STOCKED IN THE CITY OF DENTON DISTRIBUTION CENTER; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 6289 -AWARDED TO ANIXTER INC. IN THE THREE (3) YEAR NOT -TO -EXCEED AMOUNT OF $340,000). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for the supply of electric substation class porcelain post insulators in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies or services, shown in the "Request for Proposals" on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 6289 Anixter, Inc. $340,000 SECTION 2. By the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. EXHIBIT 2 SECTION 3. Should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Proposal and related documents herein approved and accepted. This will be an initial one (1) year contract with options to extend the contract for two (2) additional one (1) year periods with all terms and conditions remaining the same. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under 6289 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 , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY BY: EXHIBIT 3 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND ANIXTER, INC (CONTRACT 6289) THIS CONTRACT is made and entered into this date _ 'by and between Anixter, Ince a corporation, whose address is 2800 Quail Run Dr., Corinth, TX 76208, hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products in accordance with the City's RFP # 6289- Electric Substation Class Porcelain Post Insulators, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit "A"); (b) City of Denton's RFP 6289 (Exhibit "B" on file at the office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit "C") (d) Certificate of Interested Parties Electronic Filing (Exhibit "D"); (e) Supplier's Proposal. (Exhibit "E"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." Contract 6289 EXHIBIT 3 DocuSign Envelope ID: 849DC86B-C24F-42FF-8648-68F3AAACA213 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. Scott Price SUPPLIER BY: FDo uSigned by: S ck Pvicc. AUTH-ZE04ST6NATURE Date: 2/1/2017 Name: Scott Price Title: Insdie sales Mgr. North & south Texas 940-270-7243 PHONE NUMBER david.price@anixter.com EMAIL ADDRESS scott.price@anixter.com TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: C APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY Docu5igned by: BY: 6�ln,644 C821996UAM439... Contract 6289 TODD HILEMAN CITY MANAGER Date: EXHIBIT 3 DocuSign Envelope ID: 849DC86B-C24F-42FF-8648-B8F3AAACA213 Exhibit A Special Terms and Conditions 1. The Quantities 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. 2. Product Changes during Contract Term The supplier shall not change specifications during the contract term without prior approval. Any deviation in the specifications or change in the product must be approved in advance by the City of Denton. Notice of a change shall be submitted in writing to dentonpurchasing_@cityofdenton.com, with the above file number in the subject line, for review. Products found to have changed specifications without notification, and acceptance, will be returned at the supplier's expense. Products that have been installed will be replaced at the supplier's expense. 3. Authorized Distributor The supplier shall be the manufacturer or authorized distributor of the proposed products. The distributor shall be authorized to sell to the City of Denton, and make available the manufacturer's representative as needed by the City. 4. 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. S. Price Escalation and De-escalation Prices must be firm for a period of one year from date of contract award. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) for porcelain electrical products and components (PCU3271103271103). The price will be increased or decreased based upon the annual percentage change in the PPI. The maximum escalation will not exceed +/- S% for any individual year. The escalation will be determined annually at the renewal date. Should the PPT change exceed a minimum threshold value of +/-I%, then the stated eligible bid prices shall be adjusted in accordance with the PPI change not to exceed the 8% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. Contract 6289 EXHIBIT 3 DocuSign Envelope ID: 849DC86B-C24F-42FF-8648-B8F3AAACA213 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. Supplier 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 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@! ityofdenton.com noting the solicitation number. The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. 6. Total Contract Amount The contract total shall not exceed $340,000. Pricing shall be per Exhibit E attached. 7. Delivery Lead Time Product or services shall be delivered to the City per the days/weeks noted in Exhibit E after receipt of the order. Contract 6289 EXHIBIT 3 DocuSign Envelope ID: 849DC86B-C24F-42FF-6648-B8F3AAACA213 Exhibit C City of Denton Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton's contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City's Procurement Department and the Supplier. No Terms and Conditions contained in the seller's proposal response, invoice or statement shall serve to modify the terms set forth herein. if there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City's premises or on public rights-of-way. 1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor's Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City's name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. Contract 6289 EXHIBIT 3 DocuSign Envelope ID: 849DC868-C24F-42FF-8648-B8F3AAACA213 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 Iaw, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. Contract 6289 EXHIBIT 3 DocuSign Envelope ID: 849DC86B-C24F-42FF-8648-68F3AAACA213 C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ("IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it's Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor's obligations under this paragraph - Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. § 1251 et seq.). I2. 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 Iabor 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: Contract 6289 EXHIBIT 3 DocuSign Envelope ID: 849DC86B-C24F-42FF-8648-68F3AAACA213 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 damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii, failure of the Contractor to comply with any material provision of the Contract Documents, E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor- The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities whall not be reimbursed, unless otherwise Contract 6289 EXHIBIT 3 DocuSign Envelope ID; 849DC86B-C24F-42FF-8648-B8F3AAACA213 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 I % 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 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 Contract 6289 EXHIBIT 3 DocuSign Envelope ID: 849DC86B-C24F-42FF-8648-B8F3AAACA293 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 (I0) calendar days after receipt of payment from the City. I9. WARRANTY -PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY — TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY — DELIVERABLES: The Contractor warrants and represents that all Contract 6289 EXHIBIT 3 DocuSign Envelope ID: 849DC868-C24F-42FF-8648-88F3AAACA213 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 Iocal 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 a]I 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. C. If the Contractor is unable or unwilling to perforin its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may Contract 6289 EXHIBIT 3 DocuSign Envelope ID: 849DC866-C24F-42FF-8648-B8F3AAACA213 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. Contract 6289 EXHIBIT 3 DocuSign Envelope ID: 849DC86B-C24F-42FF-8648-B8F3AAACA213 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. 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 Contract 6289 EXHIBIT 3 DocuSign Envelope ID: 849DC86B-C24F-42FF-8648-138F3AAACA213 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 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 Contract 6289 EXHIBIT 3 DocuSign Envelope ID: 849DC86B-C24F-42FF-8648-B8F3AAACA213 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 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 901 B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. Contract 6289 EXHIBIT 3 DocuSign Envelope ID: 849DC868-C24F-42FF-8648-138F3AAACA213 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor's breach of any of Contractor's representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co -counsel on the City's behalf. Further, Contractor agrees that the City's specifications regarding the deliverables shall in no way diminish Contractor's warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City's and/or its licensors' confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, "Confidential Information"). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority -with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. Contract 6289 EXHIBIT 3 DocuSign Envelope ID: 849DC86B-C24F-42FF-8648-B8F3AAACA213 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 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 ride 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 Contract 6289 EXHIBIT 3 DocuSign Envelope ID: 849DC86B-C24F-42FF-8648-68F3AAACA213 amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT -DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is- not intended to confer rights or benefits on any person; firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No 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 Contract 6289 EXHIBIT 3 DocuSign Envelope ID: 848DC866-C24F-42FF-8648-BSF3AAACA213 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 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 Contract 6289 EXHIBIT 3 DocuSign Envelope lb: 849DC86B-C24F-42FF-8648-B8F3AAACA213 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 Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If 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 Offeror's agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, age, disability, Contract 6289 EXHIBIT 3 DocuSign Envelope ID: 849DC86B-C24F-42FF-8648-B8F3AAACA213 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- (]) 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. l Oa - I Od) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The 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. Contract 6289 EXHIBIT 3 DocuSign Envelope ID: 849DC86B-C24F-42FF-8648-88F3AAACA213 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..p,ov/whd/contracts/dbra.fitm and at the Wage Determinations website www.wdol.v-ov for Denton County, Texas (WD -2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Form W -2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers' Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be Iiable 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 Contract 6289 EXHIBIT 3 DocuSign Envelope ID: 849DC86B-C24F-42FF-8648-88F3AAACA213 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. I. Final negotiated contract 2. RFP/Bid documents 3. City's standard terms and conditions 4. Purchase order 5. Supplier terms and conditions Contract 6289 EXHIBIT 3 DocuSign Envelope ID: 849DC86B-C24F-42FF-8648-88F3AAACA213 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 re uired to furnish an original notarized Certificate of Interest Parties before the contract is awarded in accordance with Government Code 2252.908. The contractor shall: I . Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info _f_orm i 295.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�a 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. DS SP Contract 6289 DocuSign Envelope ID: 849DC86B-C24F-42FF-8648-68F3AAACA213 EXHIBIT 3 Exhibit E MWIR, 2800 Quaff! Run Dr, Ste. 100, Corinth, TX 70208 www.anixterpowersolutions.com To Whom It May Concern: Anixter Inc. is glad to submit a bid in response to RFP## 6289 — Supply of Electric Substation Gass Porcelain Post insulators. Our experience in the utility distribution market dates all the way back to our company roots with Temple, Inc., which was operated as a full -line distributor in the State of Texas since 1953. We stock and supply distribution and transmission material, and have over 60 years of experience handling blankets and alliance agreements. In addition to our vast experience, we feei that we would be an exceptional choice to serve as the City of Denton's provider of Substation Class Porcelain Post Insulators given our close proximity to the central warehouse: The contract will be Dandled out of our Corinth, TX facility, placing us just ten miles from the City of Denton Warehouse location. We have employees on call at all times to respond in the event of Emergencies, and have a commitment to ensuring that your needs are exceeded. We look forward to conducting business with the City of Denton for years to cone. Very respectfully, Scott Price Inside Sales Manager— North & South Texas Contract 6389 EXHIBIT 3 DocuSign Envelope ID: 849DC866-C24F-42FF-8648-B8F3AAACA213 Exhibit E 2800 Quait Run Dr, Ste. 100, Corinth, TX 76208 www.anixterpowersolutions.com RFP# 6289 — Supply of Electric Substation Class Porcelain Post Insulators inside Sales Preston Ray (940) 270-7254 Preston.ray@anixter.com Outside Sales Jason Leake (940)765-2304 J ason.leake@anixte r. com Inside Sales Manager— North and South Texas Scott Price (940)270-7243 Scott.price@anixter.com Contract 6389 DocuSign Envelope ID: 849DC86B-C24F-42FF-8648-B8F3AAACA213 EXHIBIT 3 Exhibit E RFP 6289 - Pricing Sheet for Supply of Electric Substation Class Porcelain Post Insulators Contract 6389 Respondent's Business Name: Principal Place of Business Anixter, Inc. BAFO Corinth, TX Item # COD Item # EST. ANNUAL CITY UOM Product Description Proposed Manufacturer Proposed Catalog Number Estimated Delivery ARO Unit Price (Business Days) 1 28573121 25 EA Station Class Insulator, TR 227, ANSI 70. Grey Gamma Insulators 227HU0150 $ 66.00 7 2 TBD 5 EA Station Class Insulator, TR 278, ANSI 70, Grey Gamma Insulators 278HU0350 $ 160.00 7 3 28573123 1 150 1 EA lSta1ion Class Insulator, TR 289, ANSI 70, Grey Gamma insulators 289HU0650 $ 315.00 60 4 28573124 10 1 EA Station Class Insulatof, TR 222, 5" B.0 Gamma Insulators 222H00095 $ 61.00 7 5 TBD 150 1 EA IStation Class Insulator, EHS:650 BIL, ANSI 70,78,C.] 8,C. Gamma Insulators 289EU0650 $ 419.00 60 Contract 6389 EXHIBIT 3 DocuSign Envelope ID: 849DC86B-C24F-42FF-8648-B8F3AAACA213 Exhibit F City of Denton RFP for Supply of Electric Substation Class Porcelain Post Insulators SOLICITATION CHECKLIST Check when Completed Task to be Completed by Respondent 1 Exhibit 1 -- Pricing sheet / Review Exhibit 2 — General Provisions and Terms and Conditions 3 Review Exhibit -3 — Scope of Work/Technical Specifications 4 Review Exhibit 4 — Technical Drawings and Plans if applicable) All A Submission of Exhibit 5 - -FTP Site Form (if applicable) 6 Review Exhibit 6 -- Federal Grant Requirements if a licable 7 Cover sheet 8 Solicitation number 9 Solicitation name Firm name Firm address Contact name Contact phone % Contact fax Website address Contact email address ./ Solicitation Checklist Attachment A- Business Overview Questionnaire Document how firm meets minimumualifications (Section 3) Detail to support evaluation criteria Attachment B — Exception Form Attachment C — Saf Record Questionnaire (if licable / Attachment D — Reference Form Attachment E — Conflict of Interest Questionnaire Form — with signature Attachment F - Acknowledgment Acknowledgment of Addend j Submission sigped. by authorized officer, in the orderspecified below >� Hard Copy,aubmission: If submitting a hard copy, the City rewires one (1) original and three (3) copies, with the pricing sheet submitted electronically in excel or emailed in excel to Ebids(acit,+cp denton.com with the Solicitation # and name in the subject line. Electronic Submission, If submitting an electronic proposal only, email to Ebids(dlcitvofdento t.com with the Solicitation # and name in the subject litre. The pricing sheet Exhibit I must be in excel format. Submit response, with tabs marking each section, in the following order: Order for Submission Document 1 Cover Sheet 2 Pricing Sheet — Exhibit 1 3 Solicitation Check -list 4 Attachment A- Business Overview Questionnaire Attachment B — Exce tion Form 6 Attachment C — Safety Record Questionnaire (if applicable) 7 Attachment D — Reference Form 8 Atlachrnent E — Conflict of_questionnaire Form 9 Attachment F - Acknowledgment RFP {W, -A pocument Page 11 of IS EXHIBIT 3 DocuSign Envelope ID: 849DC86B-C24F-42FF-8648-B8F3AAACA213 Exhibit E City of Denton RFP for Supply of Electric Substation Class Porcelain Post Insulators S 1 Attachment E — Conflict of Questionnaire Form 9 , Attachment F - Acknowledcment Submit response, with tabs marking each section, in the following order: BUSINESS OVERVIEW QUESTIONNAIRE AND FORMS 1. Contract Information (for formal contracting purposes): The following irrfornwtion will be used to write a contract, should your firm he selected for award. • Firm's Legal Name: Anixter Inc. 0 Address: 2800 Quail Run Dr., Corinth, TX 76208 • Agent Authorized to sign contract (Name): David "Scott" Price a Agent's ernaii address. scott.prieg anixter_cont 2. Subsidiary of N/A 3. Organization Class (circle): Partnership Corporation Individual Association 4. Tax Payer ID#: 36-2361285 5. Date Established: locally in 1953 as Temple, Inc.; Anixter established in 1957 6. Historically Underutilized Business: Yes o(to 7. Does your company have an established physical presence in the State of Texas, or the City of Denton? (!E)or No, in which? Yes; State of Texas; Corinth, TX and multiple other locations. 8. Please provide a detailed listing of all products and/or services that your company provides. Anixter Inc., is a fall -line electrical utility distributor. We offer the following senices in addition to our vast inventory; automation engineering, lay -down yards, job -site trailers, consignment yards, kitting and storm response. 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 RFP g&affid�gj)ocument Page 12 of 21. EXHIBIT 3 DocuSign Envelope ID: 849DC86B-C24F-42FF-8648-B8F3AAACA213 Exhibit E City of Denton RFP for Supply of Electric Substation Class Porcelain Post Insulators involved. (Notice: Failure to disclose this information during proposal submission, and later discovered, may result in contract termination at the Owner's option.) No l 0. 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 t 1. 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? NIA; safety program and training exceed OSHA standards. http'/,vwmAv.osha.goA-;pis,'oshaii,eb/o,,\,asrch.searcli_fon- ?y-) doe tvW STANDARDS&p toc level= l &p_l:eyvalue= l 926 13. Resident Nion-Resident Bidder Determination: Texas Government Code Section 2252.002: Non-resident bidders. Texas law prohibits cities and other governmental units from amarding 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: 2800 Quail Run Dir., Ste. 100, Corinth, TX 76208 b. Company's majority owner principle place of business: Anixter, Glenview, IL RPP qMra&WAPOcurnent Page 13 of 21 EXHIBIT 3 DocuSign Envelope ID: 849DC86B-C24F-42FF-8648-88F3AAACA213 Exhibit E City of Denton RFP for Supply of Electric Substation Class Porcelain Post Insulators Ultimate Parent Company's principle place of business: 2301 Patriot Blvd., Glenview, IL 60026 RFP q§ trahWAJ)ocwncnt Page 14 of 21 EXHIBIT 3 DocuSign Envelope ID: 849DC86B-C24F-42FF-8648-B8F3AAACA213 Exhibit E City of Denton RFP for Supply of Electric Substation Class Porcelain Post Insulators 14. Provide details to -support the evaluation criteria includin ex erience and delivery. Anixter Inc., is committed to (meeting delivery requirements as outlined in our quotation. We have over 60 years of experience handling anything from blanket agreements to full line integrated supply arrangements. We maintain over $50 million worth of inventory in the State of Texas to meet the needs of our customers. Because of our inventory position, we are the preferred distributor of many organizations for emergency outage response. We always strive to exceed expectations of our customers. 15. Provide details on how firm meets the minimum qualifications stated in this Main document Section 3. a. The details must be completed on this form, and shall not point to another document in the respondent's proposal. b. Sign. below and return forth with final submission. Over 60 years of experience managing supply agreements in the State of Texas. We currently manage the wire, meter, and switchgear blankets for the City of Denton. In addition to the City of Denton, Anixter Inc., manages the following blankets across the state: Intgerated_Supply Agreements: Cosery Electric (since 1999), Sharyland Utilities (since 1996), Tri -County Electric, Lamar Electric, and Oncor Blankets: CPS San Antonio, Lubbock Power & Light, City of San Augustine and City of Brownfield. RFP 664rah4igpocurnent Page 15 of 21 EXHIBIT 3 DocuSign Envelope ID: 849DC86B-C24F-42FF-8648-B8F3AAACA213 Exhibit E City of Denton RFP for Supply of Electric Substation Class Porcelain Post Insulators I certify that our firm meets the minimum qualifications as stated in this Main document, Section 3. wrnk to SignaCompany Date RFP 6gM,ngPocumcnt Page 16 of 21 EXHIBIT 3 DocuSign Envelope ID: 849DC86B-C24F-42FF-8648-B8F3AAACA213 Exhibit E City of Deaton RFP for Supply of Electric Substation Class Porcelain Post Insulators AMC&MRSAMSUBMISSION EXCEPTIONSICLARIFICATIONS Any exceptions or clarifications 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 or clarifications, please sign where indicated at the bottom of the pane. Item ## Description 1.) Insurance: Anixter prefers to take on the responsibility of notifying its customers in the event there is a material change or cancellation to required insurance coverages. If the City requires that the notice come from our broker, we will need to get approval for an endorsement to our policies for specific notice to the City. 2.) Insurance: We generally do not permit customers to review our policies and endorsements, but we would be willing to have a discussion with you about your coverage as it relates to this RFP and the resulting agreement. 3.) Notwithstanding anything to the contrary contained herein, in no event will Contractor be liable for liquidated damages in excess of two percent (2%) of the contract price, The above exceptions and clarifications (and any additional pages identified) are the ONLY exceptions/clarifications 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. �o Signature Company Date No Exceptions are taken to this solicitation or tate General Provisions and Terms and Conditions in Exhibit 2. Signature Company Date RPP ra R9pacUment Page 17 of 21 EXHIBIT 3 DocuSign Envelope ID: 849DC86B-C24F-42FF-8648-88F3AAACA213 Exhibit E City of Denton RFP for Supply of Electric Substation Class Porcelain Post Insulators XXTT1�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. REF.ERE NCE 0NVF GOVERNMENT/COMPANY NAME. Cosery Electric LOCATION; Corinth, TX CONTACT PERSON AND "TITLE: Kyle Pastorius — Account Manager TELEPHONE NUMBER: {940) 2710-7284 SCOPE OF WORK: Integrated Supply CONTRACT PERIOD: 1999 - Preseot REFERENCE TWO GOVERNMENT/COMPANY NAME: Lubbock Power & Light LOCATION. Lubbock., TX CONTACT PERSON AND TITLE. Ronnie Dewbre— Account Manager TELEPHONE NUMBER: (806) 789.9228 SCOPE OF WORK: Multiple Blankets: Wire, Poles, Meters, S%%itches CONTRACT PERIOD: 12 Month REFERENCE THREE GOVERNMENT/COMPANY NAME: Greenville - GUES LOCATION: Greenyille, TX CONTACT PERSON AND TITLE: Ed Rush -- Buyer TELEPHONE NUMBER: (903) 457-2827 SCOPE OF WORK: Transformers, Switchgears, Spot CONTRACT PERIOD: Various RFP 62.89 - Main Document Contract 6389 Page 18 of 21 EXHIBIT 3 DocuSign Envelope ID: 849DC868-C24F-42FF-8648-68F3AAACA213 Exhibit E City of Denton RFP for Supply of Electric Substation Class Porcelain Post Insulators CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ ,or vendor or Other person doing business with local governmental entity chis questionnaire reltects changes trade to the law by H.B. 23, 84th Leg., Regular Session. Chis questionnaire is being filed ut accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as refined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(x). I 3y law this questionnaire must be filed with the records administrator of the local govemment entity not later than the 7th business day after he date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), focal Government Code. k vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a 1 nisdezneanor, i Name of vendor who has a business relaiionshi.p with local governmental emity. ! ❑I Check this bol if you are flung an update to a previously fled questionnaire. � (The law requires that you file an updated conTlcted questionnaire with the appropriate filing authority not later than the 7' business day after the � date on which you betaine awwc that the origirtalIX fried questionnaire was incomplete or inaccurate - Name of local government officer about whom the information in this section is being disclosed. { i Name of Officer 'Mis 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 CICS 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? ❑ 'Yes ❑ No D, 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? ❑ Yes ❑ No C. Is the filer of this uestionnaire employed d b a o 9 p Ye y corp ration or other business entity iA-ith respect to which the local govcrtuncnt officer senses as an officer or director, or holds an ownership of one percent or mare? ❑ Yes ❑ No ). Describe each employment or business and family relationship YAiLh the local government officer named in this section. I C�rI have no Conflict of Interest to disclose. Signature of vendor doing business with the governmental entity Date RIP 6289 - Main Document Contract 6389 Page 20 of 21 EXHIBIT 3 DocuSign Envelope ID: 849DC866-C24F-42FF-8648-B8F3AAACA213 Exhibit E Cit} of Denton RFP for Supply of Electric Substation Class Porcelain Post Insulators CKNOWLEDG EMENT The undersigned agrees this submission becomes the property of the City of Denton after the official opening. The undersigned affirms he has familiarized himself with the specification, drawings, exhibits and other documents; the local conditions under which the work is to be performed; satisfied himself of the conditions of delivery, handling and storage of materials and equipment; and all other matters that will be required for the work before submitting a response. The undersigned agrees; if this submission is accepted, to furnish any and all items/services upon which prices are offered, at the price(s) and upon the terms and conditions contained in the specification. The period for acceptance of this submission will be 120 calendar days unless a different period is noted. The undersigned affirms that they are duly authorized to execute this contract, that this submission has not been prepared in collusion with any other respondent, nor any employee of the City of Denton, and that the contents of this submission have not been communicated to any other respondent or to any employee of the City of Denton prior to the acceptance of this submission. Respondent hereby assigns to the City any and all claims for overcharges associated with this contract which arise under the antitrust laws of the United States, 15 USCA Section I et seq., and which arise under the antitrust laws of the State of Texas, Tex. Bus. & Com. Code, Section 15.01, et seq. The undersigned affirms that they have read and do understand the specifications, all. exhibits and attachments contained in this solicitation package. The undersigned agrees thatthesolicitation package posted on the website are the official specifications and shall not alter the electronic copy of the specifications andlor pricing sheet {Exhibit 1), without clearly identifying changes. The undersigned understands they will be responsible for monitoring the City of Denton Purchasing Website at. hit :r.'1�<« «.citvofdenton.coi-''iiidex.a. x^ a e=;97 to ensure they have downloaded and signed all addendum(s) required for submission with their response. 1 certify that I have made no willful misrepresentations in this submission, nor have I withheld information in my statements and answers to questions. I am aware that the information given by me in this submission will be investigated, with my full permission, and that any misrepresentations or omissions may cause my submission to be rejected. Acknowledge receipt of following addenda to the solicitation: Addendum No 1 Dated Addendum No 2 Bated Addendum No 3 Dated NAME AND ADDRESS OF COMPANY: Anixter Inc. 2800_ Quail Run Dr. Ste. 100 Corinth, TX 76208 South Texas Tel. No. (940) 210-7243 Email. Scott.Price@a,anixter.com RFP 6289 - Main Document Contract 6389 Received Received Received AUTHORIZ REPR • TATI(YE: Signature Date: 12107/2016 Name: Scott Price Title: Inside Safes Manager — North & Fax No. £866) 617-91.47 Page 21 of 21 EXHIBIT 3 DocuSign Envelope ID: 849DC86B-C24F42FF-8648-B8F3AAACA213 Exhibit E InsulatorsGAMMA GAMMA INSULATORS CORP. 2121 Ponce de Leon, Suite 1050, Coral Gables, FL 33136 December 0811- 2016 To: The City of Denton, Materials Management, This is to confirm that Anixter, 2800 Quail Run Drive, Corinth TX is an authorized distributor of GAMMA products. Sincerely, Christopher Seguin VP Marketing and Sales, North America Gamma Insulators GAMMA INSULATORS CORP, USA Telephone: (585) 302 0878 1 Fax: (585) 486 1678 customerservice@gammainsulators.com www.gammainsulators.com Contract 6389 DocuSign Envelope ID: 849DC86B-C24F-42FF-8648-B8F3AAACA213 EXHIBIT 3 Exhibit E Technical reference number:CERISOL O� PARTNUMeER 289HU0650 TR 289 GAMMA I in (mm) BIL 650 kV EUROPE TITLE STATION POST INSULATOR. HIGH STRENGTH 4 Tapped Hales 518-11 UNC Top Flange View +0.015 Oversize Full Thread 0.87 (22) Marks 05.0 (0127)GAMMA1 A92LCER ISM 'VE— ,, VV ESE Year -month S I be 06.3 (0160) ena num r 289HU0650 TR289 SC913 Unit Unit Weight: Fixation: Part n" Shed ID Top / Bottom S2913EJ TR289 201 Ib 4 holes 518-11 UNC SC913 91 kg 4 holes 518-11UNC 09.06 (0230) NOTES 1, DIMENSIONS ARE INCHES (MILLIMETERS) 2. ALL FERROUS PARTS ARE HOT DIP GALVANIZED PER ASTM A153, MALLEABLE OR SPHEROIDAL CAST IRON. 3. MEETS CHARACTERISTICS AND TOLERANCES OF ANSI C29.91 C29A OfMENSIONS NOMINAL LEAKAGE DISTANCE, In (mm) 121 (3073) MINIMUM LEAKAGE DISTANCE; In (mm) 116 (2946) `D MECHANICAL VALUES N CANTILEVER BREAKING STRENGTH,U PRIG HT pounds (N) 2200 (9786) M CANTILEVER BREAKING STRENGTH,UNDERHUNG pounds (N) 2200 (9786) TENSILE BREAKING STRENGTH, pounds (N) 25000 (88960) mC) TORSIONAL BREAKING STRENGTH, in -pounds (N.m) 90000 (10170) C3 COMPRESSION BREAKING STRENGTH, pounds (N) 75000 (333600) 0 ESE, ELECTRICAL VALUES GUARANTEED VOLTAGES: CRITICAL IMPULSE FLASHOVER, POS., kV 710 ri LOW FREQUENCY WET WITHSTAND, kV 275 N IMPULSE WITHSTAND, kV 650 RADIO INFLUENCE VOLTAGE TEST VOLTAGE, RMS TO GROUND, kV 88 MAXIMUM RIV AT 1 MHz, pV 200 Other characteristics: Insulating material: Al. Porcelain Glaze: Light Gray Munsell n° 70 09.06 (0230) Metal parts assembled with Portland cement. T Shed Profile 06.3 (0160) I I —T 05.0 (0127)4 Tapped Holes 518-11 UNC +0,015 Oversize Aoll'�Full Thread 0.87 (22) Bottom Flange View GwMMnS%IOOL•CTS ANE S�B.iEtT EO oda ST.. .. 110E E TENIS a10 ......... .. i... TMo_."_g .A _g ESNE VNOEN Contract 6389 0 DWG. No.. H21289EJ I DWG: TYPE SALES I Date: 20151071011 DWN: A.MEJiA A. I APP. C. JARAMILLO EXHIBIT 3 DocuSign Envelope ID: 849DC866-C24F-42FF-8648-88F3AAACA213 REVISION HISTORY OATS DRAWING CREATED 1 2016-0406 ♦1 A ■ corona � rrra_F METALCAP BOTH ENDS AwA PART NUMBER 278HU0350 HIGH STRENGTH POST TYPE INSULATOR TR -278 PPED HOLES "-11 NC +0.015 OVERSIZE NOTES 1. DIMENSIONS ARE INCHES (MILIMETERS) 2. ALL FERROUS PARTS ARE HOT DIP GALVANIZED PER ASTM -A153 3- MEETS CHARACTERISTICS AND TOLFRANCES OF ANSI C29,9, DIMENSIONS LEAKAGE DISTANCE, in (mm) ARCING DISTANCET in (mm) MECHANICAL VALUES CANTILEVER STRENGTH, pounds (kN) TFNS1E STRENGTH, pounds (kN) TORSION STRENGTH, in -pounds (kN-mj COMPRESSION STRENGTH, pounds (kN) ELECTRICAL VALUES VOLTAGE CLASS, kV CRITICAL IMPULSE FLASHOVER, PDS., kV LOW FREQUENCY WET WITHSTAND, kv IMPULSE WITHSTAND, kV RADIO INFLUENCE VOLTAGE TEST VOLTAGE, RMS TO GROUND, kV MAXIMUM RIT AT 1000 kHz, MICROVOLTS 72 ( 1829 ) 18.5 ( 470 ) 3000 (13-3 ) 25000 ( 1112 ) 40000 (4.52) 60000 (267) 69 390 145 350 73 200 TO PURCHASER LES OF GAMMA PRODUCTS ME CT TO OuR STANDMU TERMS ONOIrIONS ANP THE LIMITED ANTIESTHEREVN1)E9.— coon DWG. No. P:8578/8578-CLIENTE JDWG. No.TYPESALESI jAutocad 2015 JDWN. L.E. RINCON APP. F. ESCOSAR EXHIBIT 3 DocuSign Envelope ID: 849DC86B-C24F-42FF-8648-B8F3AAACA213 REVISION HISTORY DATE DRAWNG CREATED 2016-04-04 1 /r A A COrOnb ITITLE m) TR -227 METAL CAP BOTH ENDS TO PURCHASER .1E5 OF GAMMA PRODUCTS ARE CT TO OUR STANDARD TERMS ONDITIONS AND THE LIMfTED PART NUMBER 227HU0150 HIGH STRENGTH POST TYPE INSULATOR TR -227 ,PPED HOLES 3"-1 INC +0.015 OVERSIZE NOTES 1. DIMENSIONS ARE INCHES (MILIMFTFRS) 2. ALL FERROUS PARTS ARE HOT DIP GALVANIZED PER ASTM -A153 3. MEETS CHARACTERISTICS AND TOLERANCES OF ANSI C29.9. DIMENSIONS LEAKAGE DISTANCE, inch (mm) ARCING DISTANCE, in (mm) MECHANICAL VALUES CANTILEVER STRENGTH, pounds (kN) TENSILE STRENGTH, pounds (kNl TORSION STRENGTH, inch -pounds (kN-m) COMPRESSION STRENGTH, pounds (kN) ELECTRICAL VALUES VOLTAGE CLASS, kV CRITICAL IMPULSE FLASHOVER, POS„ kV LOW FREQUENCY WET WITHSTAND, ku IMPULSE WITHSTAND, kV RADIO INFLUENCE VOLTAGE TEST VOLTAGE, RMS TO GROUND, kV MAXIMUM RIV AT 1000 kHz, MICROVOLTS No. P�952718527-CLIENTE 1 DV/GNo TYPE SALES i IAutocad 2015 IDWN. L.E. 24 (510) 10.65 ( 270 ) 4000 ( 17.8 ) 20000 (V9) 16000 (1.13) 20000 (B9) 23 170 60 150 15 100 F ESC06AR EXHIBIT 3 DocuSign Envelope ID: 849DC86B-C24F-42FF-8648-B8F3AAACA213 REVISION HISTORY DATE PART NUMBER DRAWING CREATED 2016-04-04 GAMM 222 H 00095 corona T,T.(mm) TR -222 METAL CAP HIGH STRENGTH POST TYPE INSULATOR TR -222 4 TAPPED HOLES 051B'-11 NC +0.015 OVERSIZE L%bWr NOTES 1. DIMENSIONS ARE INCHES (MILIMETERS) 2. ALL FERROUS PARTS ARE HOT DIP GALVANIZED PER ASTM -A153 3- MEETS CHARACTERISTICS AND TOLERANCES OF ANSI C29.9. DIMENSIONS LEAKAGE DISTANCE, inch (mm) ARCING DISTANCE, in (mm) MECHANICAL VALUES CANTILEVER STRENGTH, pounds (kN) TFNSILF STRENGTH, pounds (W) TORSION STRENGTH, inch -pounds (kN-m) I) COMPRESSION STRENGTH, pounds (kN) ELECTRICAL VALUES VOLTAGE CLASS, kV CRITICAL IMPULSE FLASHOVER, POS-, kV LOW FREQUENCY WET WfTHSTAND,kv IMPULSE WITHSTAND, kV RADIO INFLUENCE VOLTAGE TEST VOLTAGE, RMS TO GROUND, kV MAXIMUM RIV AT 1000 kHz, MICROVOLTS 10.50 ( 267 ) 5.75 ( 146 ) 40M (17.8) 15000 (66.7) 12000 (1-35) 20000 (89 ) 7.5 105 30 95 5 50 TD PuRCHRSER ;ALES OF GAMMA PRDDIIDTS ARE IEcT W ouR STANDARD TERMS CONDITIONS AND THE LIMITED -Tic. I ,.--- IOVVG.No. P,852218522-CLIENTE DWG. No, TYPE SALES I JAU10cad 2015 IDWN_ LE - RINCON JAPP. F. EXHIBIT 3 � tECt}tEb Certificate Of.;CO,mpleti6n' Envelope Id: 849DC86BC24F42FF8648B8F3AAACA213 Status: Sent Subject: City Council Docusign Item - 6289 Source Envelope: Document Pages: 43 Signatures- 2 Envelope Originator: Supplemental Document Pages: 0 Initials: i Karen E. Smith Certificate Pages: 6 AutoNav: Enabled Payments: 0 karen.smith@cityofdenton-com Envelopeld Stamping: Enabled IP Address: 129.120.6.150 Time Zone: (UTC -06:00) Central Time (US & Canada) Record Tracking Status: Original Holder: Karen E. Smith Location: DocuSign 2/1/2017 4:52:48 PM karen.smith@cityofdenton.00m SlgnerEvets Slgnattae Tmes#anp ...: Karen E. Smith Completed Sent 2/1/2017 5:01:05 PM karen.smith@c4ofdenlon.com Viewed: 2!112017 5:01:18 PM Assistant Purchasing Manager Signed: 2/1/2017 5:02:48 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: Scott Price david.price@anixter.com Insdie Sales Mgr. North & South Texas Scott Price Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 3/8/2016 9:26:58 PM ID:c02877a4-a681-409d-a2c8-60277bf614c7 John Knight john.knight@cityofdcnton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia Winkley jul ia.wi n kley@cityofdenton.corn Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: 6y: [0—sig-dtsPnu 81360176/Eaf6/02. Using IP Address: 149.128.8.245 DD-U,1V"'d by,Mal 6J � CE21 OG&MAM4as... Using IP Address: 129.120.6.150 Sent: 2/1/2017 5:02:50 PM Viewed: 2/1/2017 5:15:57 PM Signed: 2/1/2017 5:17:08 PM Sent: 211/2017 5:17:11 PM Viewed: 2/2/2017 9:27:53 AM Signed: 2/2/2017 9:28:08 AM Sent: 2/2/2017 9:28:10 AM Viewed: 2/2/2017 4:22:10 PM EXHIBIT 3 Jennifer Walters jennifer.wafters@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Irt Person Slgt erfyeilts x Signature Timestamp Editor i}eilvery Evenis S#a#u Tslmestamp N Age�tt}eaivery Evenis#atus Temesfamp R f Intermediary'ellvery Events Status Timestatitip CetMe,d i]eliveryVents Sta#us ,' Tirnestamp Carbon Copy events Status Tirrtestamp Julia Winkiey��� Sent: 211!2017 5:17:10 PM julia-Wnkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri ThurmaCOPIED Sent: 2/1/2017 5:17:10 PM sherri.thurman@cityofdenton.com Viewed: 212!2017 9:47:15 AM 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 1:39:51 PM ID:04463961-03db-4c4d-9228-d660d6146ed6 EXHIBIT 3 Carbon"C Events Status T>ntestamp... =' Jennifer Bridges jennifer. bridges@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: laura cheek laura.cheek@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 2/2/2016 1:20:50 PM ID: d579a1f35-212b-468c-86ab-6e6bd30611a3 Laura Hermosillo laura.hermosilla@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: NotartrEvelnts: Tttttestarnp Envelope SummaryEvents . Status Timestainps" m._.. . - Envelope Sent Hashed/Encrypted 2/2/2017 9:26:10 AM Pa fent Events Status j ,. Y......: fps. �mesta ; Electronictecard andl 5tgnature- Dlsclosute s EXHIBIT 3 Electronic Record and Signature Disclosure created on: 4/20/2015 9:25:38 AM Parties agreed to: Scott Price, Robin Fox, laura cheek 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. 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EXHIBIT 3 Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'l agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. EXHIBIT 3 City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-199, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: February 21, 2017 SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a contract for data cabling services including design and installation, for City of Denton facilities; providing for the expenditure of funds therefor; and providing an effective date (RFP 6138 -awarded to T-DataCom, Inc.in the three (3) year not -to - exceed amount of $544,500). FILE INFORMATION The City of Denton has a continuous need for structured communications cabling services for various construction/renovation projects and miscellaneous cabling projects within existing facilities. Existing facilities and projected new construction will require data cabling for voice and data communications supporting daily operations. In order to implement a long term contract for these services, Request for Proposals (RFP) 6138 was issued to solicit the marketplace for qualified cabling service providers. Request for Proposals were sent to 277 prospective suppliers. In addition, specifications were placed on the Purchasing website for prospective suppliers to download. Five responsive proposals were received. Proposals were evaluated based upon published criteria, including price, delivery, compliance with specifications, and probable performance by the supplier. An evaluation team comprised of Technology Services staff from various divisions evaluated the five (5) proposals based on the evaluation criteria. The two top ranking finalists were interviewed by the evaluation team. Based on the scope of service enhancements that were discussed during the interview, the top ranking finalists submitted their Best and Final Offer (BAFO). The BAFO resulted in a savings of $26,471, which was offered by the City's previous contractor for cabling services, T-DataCom, Inc. Based on the final ranking and scoring by the committee, T- DataCom, Inc. was ranked the highest and determined to be the best value for the City (Exhibit 1).Technology Services has received reliable and quality services from T-DataCom, Inc. over the past several years During the past three years, the City of Denton spent $518,000 on data cabling services. Estimates for future projects including new building construction are projected to be approximately $544,500. This includes a 5% contingency for any future projects and unforeseen customer requests over the next three years. Service Description Estimated Future Cost of Projects City of Denton Page 1 of 3 Printed on 2/17/2017 povveied by I_egivt9i IN File #: ID 17-199, Version: 1 Fire Stations Cabling $65,000 Solid Waste Hazardous Building Cabling $18,000 Traffic Building Cabling $25,000 Electric Building Cabling $25,000 Camera Cabling Projects $70,000 Routine Cabling Requests $315,000 5% Contingency $26,500 Total $544,500 RECOMMENDATION Award a contract for data cabling services to T-DataCom, Inc. in the three (3) year not -to -exceed amount of $544,500. PRINCIPAL PLACE OF BUSINESS T-DataCom, Inc. Sanger, TX FISCAL INFORMATION Funding for cabling costs is budgeted in the Technology Services FY 2016-2017 Operating Fund and various department operating budgets and project accounts. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Organizational Excellence Related Goal: 1.5 Utilize technology to enhance efficiency and productivity EXHIBITS Exhibit 1: Evaluation and Ranking Sheet Exhibit 2: Ordinance Exhibit 3: Contract Respectfully submitted: Ethan Cox, 349-7421 Customer Service Manager City of Denton Page 2 of 3 Printed on 2/17/2017 povveied by I_egist9i I;, File #: ID 17-199, Version: 1 For information concerning this acquisition, contact: Melissa Kraft at 349-7823. City of Denton Page 3 of 3 Printed on 2/17/2017 povveied by I_egist9i I;, ia�a�a�r ����� �'���� ��a.a.�. EXHIBIT 2 ORDINANCE NO. 2017 - AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR DATA CABLING SERVICES INCLUDING DESIGN AND INSTALLATION, FOR CITY OF DENTON FACILITIES; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 6138 -AWARDED TO T - DATACOM, INC.IN THE THREE (3) YEAR NOT -TO -EXCEED AMOUNT OF $544,500). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for the supply of data cabling services in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies or services, shown in the "Request for Proposals" on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 6138 T-DataCom, Inc. $544,500 SECTION 2. By the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. Should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby 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 6138 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 , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY BY: EXHIBIT 3 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND T -DATACOM, INC. (Contract #6138) THIS CONTRACT is made and entered into this date , by and between T -DATACOM, INC., a corporation, whose address is 2198 Covey Circle, Sanger, Texas 76266, 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 6138 — Design and Installation of Structured Communications Cabling, 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) Form CIQ — Conflict of Interest Questionnaire (Exhibit "F") (g) Contractor's Proposal. (Exhibit "G"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." File 9 6138 DocuSign Envelope ID: 74931645-8ABC-428E-AA24-185C97A497E9 EXHIBIT 3 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR DOCUSigned by: Troy Waldrop - T -Datacom, Inc BY: r,,633F,,F74C6... AUTHORIZED SIGNATURE Date: 2/13/2017 Name: Troy Waldrop - T -Datacom, Inc. Title: Pesident 214-690-7629 PHONE NUMBER ntxtcom@gmail.com EMAIL ADDRESS 2017-165509 TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: TODD HILEMAN CITY MANAGER Date: APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY DOCUSigned by: r, O BY: _ CE21B98C2AM439 File 9 6138 DocuSign Envelope ID: 74931645-8ABC-428E-AA24-185C97A497E9 EXHIBIT 3 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $544,500. Unit pricing shall be per Exhibit G attached. Pricing and discounts submitted are firm for the initial one-year period specified in Exhibit G attached. Price decreases are allowed at any time. Price increases shall only be considered as stipulated below in "Price Escalation and De-escalation". Price Decreases/Discount Increases Respondents are required to immediately implement any price decrease or discount increase that may become available. The City of Denton must be notified in writing for updating the contract. 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 quoted for the commodities or 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 Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) for wired telecommunications services (PCU5171105171109). 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 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 File 9 6138 DocuSign Envelope ID: 74931645-8ABC-428E-AA24-185C97A497E9 EXHIBIT 3 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: purchasingg.citvofdenton.com noting the solicitation number. The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. 4. Cooperative Purchasing / Piggyback Option The contract will be available for use by all governmental entities, providing there is no conflict with any applicable statutes, rules, policies, or procedures. The governmental entities will have the option to use the pricing as agreed to within the resulting contract. Governmental entities will issue their internal purchase orders directly to the contractor, however, shall reference and cite the City of Denton contract number (Solicitation number) within the purchase order document. The contractor agrees to pay a service fee in the amount of 2% of the dollar amount of all issued purchase orders generated from use of this contract. The contractor further agrees to remit the service fee by check on a quarterly basis for the previous quarter spent through this contract, to Julia Winldey, Contract Administrator, at 901B Texas Street, Denton, TX 76209, on or by the Fifteen day of each month, following the end of the quarter. The Contractor shall also provided quarterly sales reports from the contract awards and Purchase Orders issued from the Contract, for the purpose of billing and collecting the service fee, and for compiling required purchasing history. This report shall be sent to purchasingg.citvofdenton.com on or by the tenth day of each month. The Contractor further agrees that the City of Denton shall have the right, upon reasonable written notice, to review the Contractor's records pertaining to purchases under this awarded contract to verify the accuracy of service fees charged to the Contractor. 5. Substitutions Substitutions are not permitted without the written approval of The City of Denton Purchasing Department. If specific manufacturers, brands or part numbers are listed in the exhibits, the City will not accept substitutes. If the manufacturer part numbers provided has been updated, but do not change the material functionality, please note the change in exceptions (Attachment B). 6. Product Changes During Contract Term The Contractor shall not change specifications during the contract term without prior approval. Any deviation in the specifications or change in the products must be approved in advance by the City of Denton. Notice of a change shall be submitted in writing to purchasin cityofdenton.com, with the solicitation number in the subject line, for review. Products/services found to have changed specifications without notification, and acceptance, will be returned at the contractor's File 9 6138 DocuSign Envelope ID: 74931645-8ABC-428E-AA24-185C97A497E9 EXHIBIT 3 expense. Products that have been installed will be replaced at the contractor's expense. 7. Adding New Products or Services to the Contract 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 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 ("BAFO"). 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. File 9 6138 DocuSign Envelope ID: 74931645-8ABC-428E-AA24-185C97A497E9 EXHIBIT 3 Fxhihit 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. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be File 9 6138 DocuSign Envelope ID: 74931645-8ABC-428E-AA24-185C97A497E9 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 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. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed File 9 6138 DocuSign Envelope ID: 74931645-8ABC-428E-AA24-185C97A497E9 EXHIBIT 3 any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ("IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it's Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor's obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department's Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor's name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor's registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor's invoice. C. Invoices for labor shall include a copy of all time -sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work -hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City's receipt of the deliverables or of the invoice being received File 9 6138 DocuSign Envelope ID: 74931645-8ABC-428E-AA24-185C97A497E9 EXHIBIT 3 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 damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. File 9 6138 DocuSign Envelope ID: 74931645-8ABC-428E-AA24-185C97A497E9 EXHIBIT 3 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close -Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the 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 bore by the City unless the audit reveals an overpayment of I% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be bore 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 shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract File 9 6138 DocuSign Envelope ID: 74931645-8ABC-428E-AA24-185C97A497E9 EXHIBIT 3 Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY -PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY — TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY — DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions File 9 6138 DocuSign Envelope ID: 74931645-8ABC-428E-AA24-185C97A497E9 EXHIBIT 3 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 bore 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 bore by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City's rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the File 9 6138 DocuSign Envelope ID: 74931645-8ABC-428E-AA24-185C97A497E9 EXHIBIT 3 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. 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 File 9 6138 DocuSign Envelope ID: 74931645-8ABC-428E-AA24-185C97A497E9 EXHIBIT 3 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. 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, File 9 6138 DocuSign Envelope ID: 74931645-8ABC-428E-AA24-185C97A497E9 EXHIBIT 3 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 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 File 9 6138 DocuSign Envelope ID: 74931645-8ABC-428E-AA24-185C97A497E9 EXHIBIT 3 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 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 File 9 6138 DocuSign Envelope ID: 74931645-8ABC-428E-AA24-185C97A497E9 EXHIBIT 3 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 Goverment Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor's breach of any of Contractor's representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co -counsel on the City's behalf. Further, Contractor agrees that the City's specifications regarding the deliverables shall in no way diminish Contractor's warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City's and/or its licensors' confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, "Confidential Information"). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 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 File 9 6138 DocuSign Envelope ID: 74931645-8ABC-428E-AA24-185C97A497E9 EXHIBIT 3 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 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, File 9 6138 DocuSign Envelope ID: 74931645-8ABC-428E-AA24-185C97A497E9 EXHIBIT 3 percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT -DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. File 9 6138 DocuSign Envelope ID: 74931645-8ABC-428E-AA24-185C97A497E9 EXHIBIT 3 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. File 9 6138 DocuSign Envelope ID: 74931645-8ABC-428E-AA24-185C97A497E9 EXHIBIT 3 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year's Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year's Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON -SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub -awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non -Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. File 9 6138 DocuSign Envelope ID: 74931645-8ABC-428E-AA24-185C97A497E9 EXHIBIT 3 56. BUY AMERICAN ACT -SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph — i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means - (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. IOa - IOd) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled 'Buy American Act Certificate". 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.!,2�ov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.ov for Denton County, Texas (WD -2509). File 9 6138 DocuSign Envelope ID: 74931645-8ABC-428E-AA24-185C97A497E9 EXHIBIT 3 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W -2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and 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 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-perfolmance 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 File 9 6138 DocuSign Envelope ID: 74931645-8ABC-428E-AA24-185C97A497E9 EXHIBIT 3 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 File 9 6138 DocuSign Envelope ID: 74931645-8ABC-428E-AA24-185C97A497E9 EXHIBIT 3 Exhibit D 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 anytime; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: ■ Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. ■ Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. File 9 6138 DocuSign Envelope ID: 74931645-8ABC-428E-AA24-185C97A497E9 EXHIBIT 3 • Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted. [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. File 9 6138 DocuSign Envelope ID: 74931645-8ABC-428E-AA24-185C97A497E9 EXHIBIT 3 [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned hired and non -owned autos. [X] Workers' Compensation Insurance Contractor shall purchase and maintain Workers' Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers' Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be 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 respect to negligent acts, errors or omissions required under this Agreement. File 9 6138 less than $1,000,000.00 per claim with in connection with professional services is DocuSign Envelope ID: 74931645-8ABC-428E-AA24-185C97A497E9 EXHIBIT 3 [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All -Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. [ ] Riggers Insurance The Contractor shall provide coverage for Rigger's Liability. Said coverage may be provided by a Rigger's Liability endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger's Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a "blanket" basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. File 9 6138 DocuSign Envelope ID: 74931645-8ABC-428E-AA24-185C97A497E9 EXHIBIT 3 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: File 9 6138 DocuSign Envelope ID: 74931645-8ABC-428E-AA24-185C97A497E9 EXHIBIT 3 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and File 9 6138 DocuSign Envelope ID: 74931645-8ABC-428E-AA24-185C97A497E9 EXHIBIT 3 b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self -Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor's failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. File 9 6138 DocuSign Envelope ID: 74931645-8ABC-428E-AA24-185C97A497E9 EXHIBIT 3 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Goverment 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 fox-m1295.htrn 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 purchasin!.2�(i 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 9 6138 DocuSign Envelope ID: 74931645-8ABC-428E-AA24-185C97A497E9 F II M m . _ __.... _ - _.m_ CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or ��tlt� ����� <.I�a �; I}�� t�u�� ry %I� �as�z�l ����� �r�r ea���►I r�f.i 3 This questionnaire relleets chain es made to the law by H.B. 1491, 80th Leg., Regular Session. r Hai, sine sliontnarire is bring filed in .accorelance with claaa ler 176 of1he I cicaal d:iovernirrent Code by o person who ira, a husines.,� relationship� as tlelitaeel by Section 176.001(1-,1) w�illi a lcrt~ttl governmental crility =ancl they person ruccis re`.tltairen nems under Section 176.006(aa). i ley law this questionnaire rnu,sl be filed vwith tlw rccor-(Js aalanaintstraaror ohthe local government e nkiv neat later 0h an the 7th lmv ncss da -ay aatier ` Itie date the person becomes aware cal fids that require the sttatenraent lea be file (l. See Secttaarr 176.1 06, l,ewwaal Clovernment Code. 1 l A l~aw;t°son c:cntaimits aaal offense il'the person knowingly violates Section 176.006, Local Gove:;rnn-i ni Code. At) ofl�nsc dater dais section is a Cl ass C misdemeanor. Name of person who Inas a business relationship w iol local goverionental entity. a a faraEa this, lacax if you are filing an raryalate tca as hartenlrtu ly Teel alaaerb8amnan:alre. (The la%N requires that you file an updated completed questio nraa6v swills the Ippropmuc taking, authearaNalert lath [hart thc 74 hrr,,tone, daY aftei- thc- d ate the aaorgmallw tiled clue sadesaaataarc be^ urates trrcoinpklts or raaaccuia e.t a 3_ Naure of laae^al government officer with w massae filer has an a:rnploynia art or bUNint•Sw relationship. N<aar.e ctt`a tllia co' l i 'Plias ,cc- Heart, trader 3 aueluditnt, sudbparls A. 1"3, C 111. roust he cullipicte d t6i: each Aker With wtaa7m rite lalcaha; , all, cniploy ni nit or Ater hut[ mass tel;e9acrra 9 Jhu ;a delincd by Seclion 176 trtlld l-ap Local (lovc9rrnrrtctrt Code attach sacithiiertral p ape to thio, l'ciaras ( 'IQ as rtcc,er4s;ts' A 1.. Ole, local Nowerrrtoaerai offlicer naaateel ria than sceti.e n rucers[mv or lrkelw to, rcccivc taxablc aancoaaac, other lienee raawesimcio nract aiu., lion) the litcrail tlic ilucMionilmarre" Ej Y es El Not It is the, tiler ot`thc wluestrsirrrraorer recciving m- likely to ieectwvc tax able orre orale, other abase urawvestrraclit rons;onle freest or at the chreencon cd'the local lex ert°totaeaa§ officer, named "i this seetton ND the aaaxaltle Income as rra,t rt.cclvcd lateen tlge ltaea t. lcaccrtaaraeortaal cnnty" � Yes No', I a t ` Is the tiler ,wk this clotesli onnaitc a niptealtsd lay a corporation Gar ettlier bu tines unit wttlt r a.3laeera to "Alich the local # ovcrraaaaetrt ot- icsr s,A-vcs as an ofliceo eat duccrtar, or hold, sail crwracoslitp of, Hi 1w;ai.cian e,o, a-reare`7 i Yes No i t l3esctibc cach attilration or husirte,�, aetationsltala_ I i ........_ _ _..._ . - 4 � I have no Conflict (if interest tan alasrl c. � -- -- _. sot aratr €w � ,wwrrlr floe gravcaaaniaeo"btat9 eiratrty DocuSign Envelope ID: 74931645-8ABC-428E-AA24-185C97A497E9 Exhibit 1 RFP # 6318 Pricing Sheet for Design and Installation of Structured Communications Cabling The respondent shall complete the following section, which directly corresponds to Exhibit 3 -Scope of Work. The contractor shall not make changes to this format. The brands listed are for cross reference purposes. Equivalent brand may be submitted for City's review and consideration. Please segment the cost into the categories as provided below. For pricing purposes, assume the following quantity of voice/data drops throughout the facility as the base scope of work in absence of plans: Respondent's Business Name: T -DATACOM, INC. Principal Place of Business (City and State): SANGER, TEXAS Common Materials Pricing: ITEM ESTIMATED QUANTITY UOM DESCRIPTION UNIT PRICE EXTENDED PRICE 1 700 EA Fiber Termination Charge Per End to End Strand Termination performed as stated in the SOW - Section Al - General Work $ 40.00 $ 28,000.00 2 700 EA CORNING -95-050-99-X- LC UNICAM CONNECTORS $ 12.50 $ 8,750.00 3 300 EA CABLETAMER - NP2 - NEATPATCH CABLE MANAGERS $ 69.00 $ 20,700.00 4 1000 EA BERK-TEK-10136226-CAT61000FT PLENUM BOX $ 225.00 $ 225,000.00 5 1000 EA ORTRONICS - PJ600-42 - CLARITY PANEL JACK $ 7.30 $ 7,300.00 6 1000 EA ORTRONICS -TJ600-42-CLARITYTRACJACK $ 6.50 $ 6,500.00 7 400 EA ORTRONICS - 404TJ2 - 2 PORT SURFACE MOUNT BOX $ 2.88 $ 1,152.00 8 400 EA ORTRONICS - 40300545 - 6 PORT WALL PLATE $ 1.64 $ 656.00 9 400 EA ORTRONICS-42100002-88-BLANK INSERT $ 0.13 $ 52.00 10 700 EA B -LINE - BCH64-W2 - 4" JHOOK $ 4.10 $ 2,870.00 11 800 EA B-LINE-BB10L-SINGLE GANG DRYWALL SUPPORT BRACKET $ 1.35 $ 1,080.00 12 210 EA VELCRO - 189645 - 3/4" 25 YARD ROLL $ 28.75 $ 6,037.50 13 300 EA PANDUIT-PLT3S-CO- 11.5 BLACK CABLE TIES $ 0.40 $ 120.00 14 45 EA IDEAL- INDU 31-340 - 200LB PULL LINE $ 36.80 $ 1,656.00 15 300 EA 3M ELECT - 33+SUPER-3/4X66 - SUPER 33+ VINYL ELECTRICAL TAPE $ 4.42 $ 1,326.00 16 70 EA PANDUIT- WMPV45E-45U VERTICAL CABLE MANAGEMENT $ 170.25 $ 11,917.50 17 45 EA ORTRONICS -PHDPJU24-24PORT PATCH PANEL $ 53.76 $ 2,419.20 18 40 EA ORTRONICS -PHDPJU48-48PORT PATCH PANEL $ 70.15 $ 2,806.00 19 45 EA B -LINE - SB211318FB - 18" BLACK RUNWAY WALL SUPPORT KIT FOR STRINGERS $ 30.70 $ 1,381.50 20 45 EA B -LINE - SB213318FB - 18" BLACK RELAY RACK RUNWAY SUPPORT $ 36.22 $ 1,629.90 21 45 EA B-LINE-SB1718FB-CABLE RUNWAY I8"WX101 $ 110.00 $ 4,950.00 22 20 EA PANDUIT- R2P- 19" 45U 2 POST RACK $ 205.62 $ 4,112.40 23 90 EA B -LINE - SB2114AFB - RUNWAY HOLD-DOWN CLAMP KIT, 1 $ 18.12 $ 1,630.80 24 40 EA CPI - 10608-701 - CABLE RUNWAY WALL BRACKETS $ 14.78 $ 591.20 25 30 EA PANDUIT- FRMEIU - 1U OPTICAM FIBER PANEL $ 180.44 $ 5,413.20 26 117 EA PANDUIT- FAP6WAQDLC - 6 PORT LC MULTIMODE FAP $ 67.83 $ 7,936.11 TOTAL $355,987.31 DocuSign Envelope ID: 74931645-8ABC-428E-AA24-185C97A497E9 EXHIBIT 3 Exhibit 1 RFP # 6318 Pricing Sheet for Design and Installation of Structured Communications Cabling Labor Pricing: ITEM ESTIMATED UOM DESCRIPTION UNIT PRICE QUANTITY 27 1 HR Cable Pull Rate for Copper/ Fiber/ Audio / Video Cabling $40.00 Termination Included for Copper/Audio/Video as stated in the SOW -Section Al -General Work 28 175 EA Site Survey Charge $58.00 29 1 HR Miscellaneous Labor Hourly Rate (warranty, repair work, etc.) $40.00 30 1 HR After Hours or Weekend Labor Hourly Rate $50.00 Miscellaneous Pricing: ITEM ESTIMATED UOM DESCRIPTION UNIT PRICE QUANTITY 31 1 EA BOND FOR SINGLE PROJECT OVER $50,000 $2,500.00 *NOTE: PLEASE EMAIL THIS EXHIBIT 1 AS AN EXCEL FILE TO EBIDS@CITYOFDENTON.COM Certificate Of Completion Envelope Id: 749316458ABC428EAA24185C97A497E9 Subject: City Council Docusign Item - 6138 -Data Cabling Services Source Envelope: Document Pages: 36 Signatures: 2 Supplemental Document Pages: 0 Initials: 0 Certificate Pages: 9 AutoNav: Enabled Payments: 0 Envelopeld Stamping: Enabled Time Zone: (UTC -08:00) Pacific Time (US & Canada) Record Tracking Status: Original 2/13/2017 7:56:36 AM Signer Events Cindy Alonzo cynthia.alonzo@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Troy Waldrop - T -Datacom, Inc. ntxtcom@gmail.com Pesident Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 11/19/2015 3:11:10 PM ID:9b214ca2-fb61-4b42-9d5d-6f852dfOc59d John Knight john.knight@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia Winkley julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: EXHIBIT 3 Holder: Cindy Alonzo Cynthia.Alonzo@cityofdenton.com Signature Using IP Address: 129.120.6.150 I t�oc�s��e+f r�r. rey Waldrop - T -Datacom, Inc C5355,16F53F NCO Using IP Address: 71.2.120.24 Caacusigned by: CO21996QAM4,19 Using IP Address: 129.120.6.150 Status: Sent Envelope Originator: Cindy Alonzo Cynthia.Alonzo@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 2/13/2017 8:06:03 AM Viewed: 2/13/2017 8:06:20 AM Signed: 2/13/2017 8:10:02 AM Sent: 2/13/2017 8:10:03 AM Viewed: 2/13/2017 9:03:27 AM Signed: 2/13/2017 9:09:32 AM Sent: 2/13/2017 9:09:35 AM Viewed: 2/13/2017 9:59:11 AM Signed: 2/13/2017 9:59:31 AM Sent: 2/13/2017 9:59:33 AM Viewed: 2/13/2017 10:21:58 AM S e C U R t D EXHIBIT 3 Signer Events Signature Todd Hileman todd.hileman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 2/8/2017 4:52:51 PM ID:8154723a-9757-4d53-a4b5-794656233671 Jennifer Walters jennifer.walters@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: In Person Signer Events Signature Editor Delivery Events Status Agent Delivery Events Status Intermediary Delivery Events Status Certified Delivery Events Status Carbon Copy Events Status Julia Winkley julia.winkley@cityofdenton.com ON Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri Thurman sherri.thurman@cityofdenton.com [::::C: 0 P 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 Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 2/13/2017 9:09:33 AM Sent: 2/13/2017 9:09:33 AM Viewed: 2/13/2017 9:17:23 AM EXHIBIT 3 Carbon Copy Events Status Timestamp Jennifer Bridges jennifer.bridges@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: Paul Desjardins Paul.Desjardins@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 10/17/2014 7:47:37 AM ID:de429734-f19b-4ae3-b060-14f3e7c9692e Stephanie Padgett Stephanie. Padgett@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Notary Events Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 2/13/2017 9:59:33 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 4/20/2015 7:25:38 AM Parties agreed to: Troy Waldrop - T -Datacom, Inc., Todd Hileman, RobVX0HIBIT 3 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per -page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. EXHIBIT 3 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: kevin.gunn@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at kevin.gunn@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to kevin.gunn@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to kevin.gunn@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetSca e 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: -Allow per session cookies -Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. EXHIBIT 3 Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. Electronic Record and Signature Disclosure created on: 10/14/2014 10:02:13 AM Parties agreed to: Paul Desjardins EXHIBIT 3 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per -page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. EXHIBIT 3 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: kevin.gunn@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at kevin.gunn@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to kevin.gunn@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to kevin.gunn@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetSca e 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: -Allow per session cookies -Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. EXHIBIT 3 Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-200, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: February 21, 2017 SUBJECT Consider adoption of an ordinance ratifying the expenditure of funds by the City Manager for Weaver Consultants Group (WCG), Ft. Worth, Texas, to provide professional design, engineering, and emergency construction services for the installation of an expansion of the existing soil vapor extraction system for the corrective action to mitigate the exceedance of regulatory gas levels at the perimeter of the landfill, and in accordance with provisions of Section 252.022 of the Local Government Code exempting such purchases from requirements of competitive bidding; and providing an effective date (File 6330 -awarded to Weaver Consultants Group in the amount of $272,225). The Public Utilities Board recommends approval (5-0). FILE INFORMATION The Solid Waste and Recycling Department staff operates and maintains an odor management system utilizing multiple pieces of mobile equipment that dispense aqueous based materials to capture and neutralize odors in order to manage the occasional odors arising from disposed waste. Odors resulting from the generation of gases are collected and managed through the landfill's gas collection system and the soil vapor extraction system. The City has recently encountered an exceedance in the level of methane gas at two of the perimeter monitoring wells at the landfill. The gas levels are significantly higher than the City's permitted limits and require immediate corrective action to protect the public health and safety. Landfill staff has initiated an emergency purchase process in accordance with the Texas Government Code 252.022(a) (2) which authorizes emergency purchase authority to protect the public health and safety. This will provide for the expansion of the landfill's gas and odor control system to meet permit and Texas Commission on Environmental Quality regulatory requirements. This also included the installation of gas extraction wells on January 30, 2017, which have brought the methane gas levels down to zero. The Declaration of Emergency document which estimated the cost of this project to be $264,940 was prepared and signed on January 10, 2017 (Exhibit 1). Subsequently a contract with Weaver Consulting Group contract was executed which included additional costs for Payment and Performance Bonds, which are statutorily required as part of the project cost proposal. The Payment and Performance bonds total $7,285 for the project making the total contract amount $272,225. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) City of Denton Page 1 of 3 Printed on 2/17/2017 povveied by I_egivt9i IN File #: ID 17-200, Version: 1 On February 13, 2017, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. RECOMMENDATION Approve a contract for professional design, engineering, and emergency construction services for the installation of an expansion of the existing soil vapor extraction system and the odor control system with Weaver Consultants Group in the amount of $272,225. PRINCIPAL PLACE OF BUSINESS Weaver Consultants Group Fort Worth, TX ESTIMATED SCHEDULE OF PROJECT The project is estimated to be completed within 180 calendar days after Notice to proceed is issued. FISCAL INFORMATION The project will be funded from Solid Waste Capital Fund account number 660176595.1360.40100. Purchase Order 180002 has been issued to expedite this project. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Public Infrastructure Related Goal: 2.3 Promote superior utility services and facilities FxHIRITC Exhibit 1: Declaration of Emergency Form Exhibit 2: Public Utilities Board Draft Minutes Exhibit 3: Ordinance Exhibit 4: Contact Respectfully submitted: Ethan Cox, 349-7421 Customer Service Manager City of Denton Page 2 of 3 Printed on 2/17/2017 povveied by I_egist9i I;, File M ID 17-200, Version: 1 For information concerning this acquisition, contact: Vance Kemler at 349-8044. City of Denton Page 3 of 3 Printed on 2/17/2017 povveied by I_egist9i I;, EXHIBIT 1 File #: Declarationwommkof a Emergency c'ry Requisition #: oe DENTON Date: 01-06-2017 Vendor: Weaver Consultants Group, LLC Commodity/Service: Engineering services and installation of an odor control system and extension of the Soil Vapor Extraction (SVE) System Estimated expenditure for the above commodity or service: $$264,940.00 Initial all entries below that apply to the proposed purchase, under the Purchasing Procedures as passed by City Council. (More than one entry may apply.) 1. X Emergency situations, including procurements necessary to protect the public health or safety or in response to a public calamity; 2. A procurement necessary because of unforeseen damage to public equipment, machinery, or other property; Brief Description/Justification for exception: Methane has been detected in monitoring probes GMP -12 and 14 at a concentration exceeding the Texas Commission on Environmental Quality (TCEQ) regulatory threshold stated in TAC 330.371(x)(2). In the case of such an event, the regulated entity is required by TAC 330.371(c) to implement a remediation plan. Weaver Consultants has been contacted to provide a proposal for professional design services and the extension of the existing Soil Vapor Extraction (SVE) System as part of the required remediation plan. The landfill has also experienced an exceedance of permit and regulatory requirements regarding offsite odor parameters for which immediate corrective action is required. In order to maintain permit and regulatory compliance, as well as the health, safety, and welfare of the neighboring residential area, it is necessary to install a permanent odor control system. The work to be performed is considered a Professional Service, given that design services are needed. In accordance with Texas Local Government Code 252.022, the procurement of professional services is exempt from the requirement of competition based selection. Weaver Consultants have been involved in air permitting and reporting for the landfill since 2003. Weaver's knowledge of the site will provide continuity between the current operation and the odor control system without the delay that would be involved by employing a consultant not familiar with the operation. Respectfully Submitted by, Dept. Director Date Approved by: M� f City Manager Dace lZe'v sewed by: INP-7 Purcil"IsIng Manager Date Reviewed By: r City Attorney Date This form must be attached to a purchase requisition if the expenditure is under $50,000. This form must be attached to a completed Agenda Information Sheet if the expenditure exceeds $50,000. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 EXHIBIT 2 DRAFT MINUTES PUBLIC UTILITIES BOARD Monday, February 13, 2017 9:00a.m. Service Center Training Room After determining that a quorum of the Public Utilities Board of the City of Denton, Texas is present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on Monday, February 13, 2017 at 9:00a.m. in the Service Center Training Room at the City of Service Center, 901 A Texas Street, Denton, Texas. Present: Chair Randy Robinson, Vice Chair Susan Parker, Charles Jackson, Lilia Bynum, Brendan Carroll, and Allen Bishop Ex Officio Members: Todd Hileman, City Manager and Howard Martin, ACM Utilities Absent: Barbara Russell OPEN MEETING CONSENT AGENDA A. PUB16-263 - Consider a recommendation for Weaver Consultants Group (WCG), Ft. Worth, Texas, to provide professional design, engineering, and emergency construction services for the installation of an expansion of the existing soil vapor extraction system, the odor control system, to provide operational training of the systems, and provide an air permit update and permit modification for these system expansions to the Texas Commission of Environmental Quality (TCEQ) for the projected amount of $272,225, (File 46330). Board Member Parker motioned to approve item A, second by Board Member Bishop. Vote 5-0 approved. Adjournment 9:40 a.m. EXHIBIT 3 ORDINANCE NO. AN ORDINANCE RATIFYING THE EXPENDITURE OF FUNDS BY THE CITY MANAGER FOR WEAVER CONSULTANTS GROUP (WCG), FT. WORTH, TEXAS, TO PROVIDE PROFESSIONAL DESIGN, ENGINEERING, AND EMERGENCY CONSTRUCTION SERVICES FOR THE INSTALLATION OF AN EXPANSION OF THE EXISTING SOIL VAPOR EXTRACTION SYSTEM AND THE ODOR CONTROL SYSTEM FOR THE CORRECTIVE ACTION TO MITIGATE THE EXCEEDANCE OF REGULATORY GAS LEVELS AT THE PERIMETER OF THE LANDFILL AND IN ACCORDANCE WITH PROVISIONS OF SECTION 252.022 OF THE LOCAL GOVERNMENT CODE EXEMPTING SUCH PURCHASES FROM REQUIREMENTS OF COMPETITIVE BIDDING; AND PROVIDING AN EFFECTIVE DATE (FILE 6330 - AWARDED TO WEAVER CONSULTANTS GROUP IN THE AMOUNT OF $272,225). WHEREAS, state law and ordinance require that certain contracts requiring an expenditure or payment by the City in an amount exceeding $50,000 be by competitive bids, except in the case of public calamity where it becomes necessary to act at once to appropriate money to relieve the necessity of the citizens of the city, or in case of unforeseen damage to public property, machinery or equipment or where the procurement is necessary to preserve or protect the public health or safety of the city's residents under Section 252 of the Local Government Code; and WHEREAS, the City Manager has recommended to the City Council that it is necessary to purchase goods or services due to the following emergency conditions outlined in the memorandum attached hereto, incorporated herein by reference; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Council hereby determines that there is a public calamity that makes it necessary to act at once to appropriate money to relieve the necessity of the citizens of the city, or to provide for unforeseen damage to public property, machinery or equipment, or to preserve or protect the public health or safety of the city's residents and by reason thereof, the following emergency purchases of materials, equipment, supplies or services, as described in the "Purchase Orders" referenced herein and on file in the office of the Purchasing Agent, are hereby approved: FILE NUMBER VENDOR AMOUNT 6330 Weaver Consultants Group $272,225 SECTION 2. Because of such emergency, the City Manager or designated employee is hereby authorized to purchase the materials, equipment, supplies or services as described in the Purchase Order on file in the office of the Purchasing Agent, and to make payment therefore in the amounts therein stated, such emergency purchases being in accordance with the provisions of state law exempting such purchases by the City from the requirements of competitive bids. EXHIBIT 3 SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 6330 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 , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY BY: EXHIBIT 4 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND WEAVER CONSULTANTS GROUP (FILE 6330) THIS CONTRACT is made and entered into this date , by and between WEAVER CONSULTANTS GROUP, whose address is 6420 SOUTHWEST BLVD, STE 206, FORT WORTH, TX 76109, 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 services in accordance with the attached proposal, which is incorporated herein for all purposes as "Exhibit F". 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) General Provisions -Standard Terms and Conditions (Exhibit `B"); (c) Payment and Performance Bond Requirements (Exhibit "C"); (d) Insurance Requirements (Exhibit "D"); (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) Contractor's Proposal. (Exhibit "F"); (g) Form CIQ — Conflict of Interest Questionnaire (Exhibit "G") These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to 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. Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 CONTRACTOR 0y�1/�Do,cj/uuSigned by: • "'OM1 �. ���� �.�j• BY: ,�� 47aGa914;4�... AUTHORIZED SIGNATURE Date: 1/31/2017 Name: Matt K. Stutz, P.E. Title: Principal 8177359770 PHONE NUMBER mstutz@wcgrp.com EMAIL ADDRESS 2017-158907 TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS A Texas Municipal Corporation CITY MANAGER ATTEST: CITY SECRETARY APPROVED AS TO LEGAL FORM: CITY ATTORNEY DocuSigned by: By: Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 EXHIBIT A SPECIAL TERMS AND CONDITIONS Total Contract Amount The Contract total for services shall not exceed $272,225. Pricing shall be per Exhibit F attached. Contract Term The Contract shall commence upon the issuance of a Notice to Proceed. Contractor shall begin work on site within fifteen (15) calendar days of receipt of Notice to Proceed. Project shall be complete within one hundred eighty (180) calendar days after work commences on site. Delays are further discussed in the Standard Terms and Conditions Exhibit C, Section 8.3. Special Notice and Additional Requirement(s): 1. Additional safety precautions shall be instituted by the awarded Contractor, as the work environment will be in an area where citizens and employees may be present, and work safety must be coordinated with the owner. 2. The Contractor shall be responsible for all spoil removals, and any excess soil that will require removal. 3. It is understood that the basis for payment on the work to be done according to the final plans and specifications shall be a lump sum fee as set forth in Contractor's Proposal. Any quantity estimates supplied by Designer or Owner are intended only as a guide to the respondent. Contractor is responsible for making his own quantity estimates and pricing from his own examination of the work to be done. 4. A schedule of Contractor's Quantities and Unit Prices is to be filled out as a part of this bid. Extensions of units and unit prices must total up correctly. Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 EXHIBIT B 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 David Dugger, City of Denton Solid Waste Department, 1527 S. Mayhill Road, Denton, TX 76208. The copy may also be emailed to Mr. Dugger at david.dugger@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 495-0.07 and 495-0.09. 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-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 Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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 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 Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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. 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. Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 CITY OF DENTON GENERAL CONDITIONS FOR CONSTRUCTION ARTICLE I GENERAL PROVISIONS GENERAL DEFINITIONS 1.1 The 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; Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 (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. Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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(l) 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 Texas Administrative Code Sections 334.3 and 334.4), whether empty, filled or partially filled with any substance; and Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 (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. (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. Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 (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) Othe Specifications and Drawings. 1.3OWNERSHIP AND USE OF ARCHITECT/ENGINEER'S DRAWINGS, SPECIFICATIONS AND OTHER 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. Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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 1.10), 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 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 Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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 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 Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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 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. Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 (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 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 Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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; 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 Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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 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 Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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 (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 Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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 (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 Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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 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. Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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 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. Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 (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. 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 Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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 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 Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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. 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 Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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 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 Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 "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. 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 Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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. (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. Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 (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 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. (1) 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. Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 (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. (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: Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 (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. (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; Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 (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 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 Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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). (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 Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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(4), 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 FEES AS A PART OF ANY CLAIM MADE UNDER THE CONTRACT DOCUMENTS OR IN ANY SUBSEQUENT LAWSUIT OR ALTERNATIVE DISPUTE RESOLUTION PROCEEDING. (1) 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. Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 (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. (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 Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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 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. Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 (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. 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. Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 (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. (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. Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 (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 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 Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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: (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 Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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. (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 Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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. (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 Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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. 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 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, Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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 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 Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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 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; Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 (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 (3 0) 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. 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 Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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. (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 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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 damages for the anticipated delay; (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. Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 (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 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. Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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. (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 Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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 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: Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 (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 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 Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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 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 Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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 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 3.19. 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 Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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 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 Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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 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; Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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, 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. Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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 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 Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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 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 Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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 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 Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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 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 Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 (d) EXHIBIT 4 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. 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 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 Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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: (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 Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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. (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 Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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 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. Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 (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 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 Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 of the Contract Documents, subject to any rights of the Owner to deduct any costs, damages, 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 damages incurred as a result of the termination. (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. Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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; (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 Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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, 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 Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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 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 Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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 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 Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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 Contract 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 EXHIBIT C 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. File 4 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 EXHIBIT D 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. Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. File 4 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 • 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: File 4 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 • 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 File 4 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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. File 4 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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 the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and File 4 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 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. L 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; 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 File 4 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self- insured, with the commission's Division of Self -Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor's failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. File 4 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 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: htlps://www.ethics.state.tx.us/whatsnew/elf info forml295.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 4 6330 DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 if 4 Weaver Consultants Group MEMORANDUM 6420 SOUTHWEST BLVD., STE. 206 FORT WORTH, TEXAS 76109 PHONE: (817) 735-9770 FAX: (817) 735-9775 To: Vance Kemler Date: January 31, 2017 David Dugger City of Denton From: Nevzat Turan, P.E. Project No: LLCP-011-02-11-05 Matthew K. Stutz, P.E. Weaver Consultants Group Re: Proposal - Odor Control and Soil Vapor Extraction Systems City of Denton Landfill In accordance with the City of Denton's (City) request, Weaver Consultants Group (WCG) has prepared this Scope of Services for the installation of an odor control delivery system that consists of an approximately 3,000 -foot -long odor control distribution pipe and associated components at the City of Denton Landfill. The odor control system will include one chemical delivery machine ("box") located at the southeast side of the currently operated fill area. The distribution pipe is planned to be installed between the southwest corner of the permit boundary (around GMP -13) and the north side of MW -8. In addition, as part of ongoing LFG remediation, The City desires to expand the existing soil vapor extraction (SVE) system at the site. This expansion will increase LFG collection efficiency and reduce the potential for LFG migration. The SVE system will be connected to the site's existing landfill gas (LFG) collection and control (GCCS) system to provide vacuum to the proposed SVE wells. The proposed SVE system installation will include: • The installation of approximately nine (9) SVE wells. • The installation of two (2) SVE system condensate sump and associated air supply and condensate forcemain piping. • The installation of SVE, air supply, and condensate forcemain isolation valves. • The installation of SVE system header and lateral piping to connect the SVE wells to the existing GCCS. P: ILFGIPROPOSADCITY OF DENTONODOR CONTROL AND SVE SYSTEMIDENTON ODOR CONTROL SYSTEMINSTALLATION WITH BOND.DOCX Weaver Consultants Group, LLC Pug e 1. or v DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 Vance Kemler David Dugger January 31, 2017 Based on recent discussions with the City, as well as our understanding of the site, Weaver Consultants Group, LLC (WCG) has developed the following scope of services. Task 1— Design of Pipe Configuration Under this task, a WCG staff member will visit the site prior to installation of piping to finalize the box and the distribution pipe locations. The distribution pipe height at different pipe segments will be determined during the site visit. Based on the finalized pipe layout, WCG will develop the pipe perforation spacing, orifice sizing, and configuration. This work will be completed while the field installation work is ongoing. Also under this task, WCG will coordinate for the delivery of the box to the City. WCG will plan the site visit to view the construction of the landfill perimeter road on the south side of the current fill area to determine whether a portion of the TEE posts for the odor control system piping can be installed concurrently with the road paving activities. Task 2 — Odor Control System Installation Under this task, WCG will perform the following work: Install approximately 3,000 -foot -long, 4 -inch -diameter HDPE SDR 32.5 pipe. The 4 -inch pipe will be suspended approximately 5 feet above the existing ground using TEE posts for the portion of the pipe that will not be installed on the existing concrete wall. The pipe will be installed on top of each TEE post (where required) using metal clamps to secure the pipe to a metal saddle which is tied to the top of TEE posts using metal pipe sleeves. • Install the box which is planned to be located at the southeast side of the currently active fill area. Task 3 — System Startup Under this task, WCG representatives will visit the site after the system that includes the box and the piping is installed and ready to start up (e.g., power is connected and the box is tested for proper operation). During this visit, WCG will establish the pipe orifices and startup the system. After the initial startup, WCG will verify pipe pressure and orifice flow distribution and fine tune the system for optimum operation. Task 4 — Operations Training Under this task, a WCG representative will visit the site 4 (four) times after the initial system startup. It is expected that these visits will be on a weekly basis following the startup day of the operation; however, each site visit will be scheduled with the City. During each site visit, WCG will replenish the chemical in the tank and will check the P: ILFGIPROPOSADCITY OF DENTON ODOR CONTROL AND SVE SYSTEMIDENTON ODOR CONTROL SYSTEMINSTALLATION WITH BOND.DOCX Weaver Consultants Group, LLC Page 2 or v DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 Vance Kemler David Dugger January 31, 2017 "box" to ensure proper operation. Designated City personnel are expected to accompany the WCG representative for training purposes. Task 5A — Permit Modification — SOP Revision for Dry Odor Control System Under this task, WCG will prepare a draft permit modification under the provisions of Title 30 TAC §305.70(1) which allows minor changes to be made to the Site Operating Plan (SOP) in accordance with Title 30 TAC §305.70(d). The draft of the modification will include the proposed replacement pages to the currently approved SOP (a separate appendix). One electronic copy (PDF) of the draft permit modification will be sent to the City for review and comment. WCG will then discuss with the City any comments or questions regarding the permit modification. Once a mutually agreed upon modification has been developed, WCG will submit the permit modification to TCEQ for approval. WCG will provide 3 copies of the final document to TCEQ and 2 copies to the City. For the purpose of developing this proposal, we have assumed that TCEQ will not permit the proposed changes as a "noticed permit modification." In an unlikely scenario if TCEQ requires a noticed permit modification process, a separate proposal will be submitted to the City for the notice. Task 513 — TCEQ Comment Response Under this task, WCG will prepare a comment response and any required revisions to the permit modification or provide additional information requested by the TCEQ. Based on current permitting activities in Texas, WCG is well -versed in TCEQ technical requirements and permitting procedures. Nevertheless, it is understood that the TCEQ provides comments on most every technical analysis which is reviewed. We have assumed that TCEQ will not require changes to the Site Development Plan or SOP documents that are not included in the original submittal. Task 6 —Air Permit Update Under this task, WCG will utilize the information currently available in-house, and if needed, will request the City for additional site-specific background data that may be required to update the air permits for the site. The Air Standard Permit submittal will include emission calculations, necessary TCEQ checklists, and forms to update the current Standard Permit Certification. Although there are no applicable regulations that are affected by the installation of odor control system, TCEQ recommends that the GOP for the site also be revised so that sources authorized under the site's standard permit are also addressed in the GOP. The GOP Revision will be submitted at the same time as Standard Permit submittal. Upon completion, we will submit a draft copy to the City for review, comment, and signature. After incorporating any comments, WCG will submit the appropriate P: ILFGIPROPOSADCITY OF DENTON ODOR CONTROL AND SVE SYSTEMIDENTON ODOR CONTROL SYSTEMINSTALLATION WITH BOND.DOCX Weaver Consultants Group, LLC Page 3 or v DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 Vance Kemler David Dugger January 31, 2017 number of copies of the completed SP Certification Update and GOP Revision to the TCEQ and to the City. Task 7 — SVE System Design WCG will prepare design drawings for the SVE system installation. The design will include SVE well spacing, depths, and extent of the system. A draft set of drawings will be produced and will include the piping layout, condensate management system, and SVE component details. The draft set of design drawings will be submitted to the City for review and comment. After the City's review, WCG will incorporate the review comments into the final design drawings. The final design drawings will be suitable for construction purposes and include appropriate construction notes to specify site-specific requirements for any construction materials, equipment, or workmanship. Task 8 — TCEQ SVE Permitting Under this task, WCG will prepare and submit a Permit Modification on behalf of the City for TCEQ approval of the proposed SVE system installation. The Permit Modification will be submitted as a revision to the site's existing Landfill Gas Management Plan (LGMP). The Permit Modification submittal will contain revised pages to the site's exiting LGMP, as well as permit level drawings and a brief narrative description of the SVE system to be installed. Draft copies of the permit modification will be submitted to the City for review and comment. WCG will be prepared to discuss the draft permit modification with the City representatives via teleconference and to answer any comments or questions regarding the permit modification and the SVE design. Once the SVE design has been agreed upon and we have received City's review comments, WCG will submit the permit modification to the TCEQ for approval. Task 9 — SVE Drilling The Drilling subcontractor will be a licensed driller. The subcontract costs are based on drilling and completing nine (9) SVE wells to an approximate depth of 30 feet. It is anticipated that the SVE drilling will be completed in four (4) days. SVE wells will be completed with PVC casings with slotted PVC piping creating specified screen lengths for each well. Each borehole will be backfilled with pea gravel. Bentonite plugs will be installed above the pea gravel and the remaining borehole will be backfilled with the soil cuttings created during drilling. Any cuttings left over from drilling will be spread and graded in the area during the piping installation. It is assumed that no haul truck will be needed during the drilling or piping portions of this project. The driller's deliverables will also include daily well installation reports documenting his activities. This proposal assumes no wastes will be generated during this task. WCG will be responsible for performing a line locate in the area to ensure that all underground utilities are marked prior to construction. The cost for this task includes all mobilization, labor, materials, and equipment. It is assumed that the subcontractor will be working 2 -ten hour days, Monday through Friday. P: ILFGIPROPOSADCITY OF DENTON ODOR CONTROL AND SVE SYSTEMIDENTON ODOR CONTROL SYSTEMINSTALLATION WITH BOND.DOCX Weaver Consultants Group, LLC Page 4 or v DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 Vance Kemler David Dugger Task 10 — SVE Piping January 31, 2017 Under this task WCG will complete the installation of SVE system piping and components. It is estimated that it will take 10 -ten hour days, Monday through Saturday to complete the SVE piping. The following items will be completed under this task: Trench and install SVE header, lateral, condensate forcemain, and air supply piping per design drawings. It is assumed that no wastes will be encountered during this task. All excavated soil will be reused as backfill during the project. Any excavated soil remaining after backfilling will be spread and graded in the area prior to leaving site. It is assumed that no haul truck will be needed during the drilling or piping portions of this project ■ Install SVE, condensate forcemain, and air supply isolation valves near tie-in to existing GCCS. ■ Install SVE condensate sump at system low point. It is assumed that only one condensate sump will be required with the system. Actual site conditions at time of installation may vary from topographic mapping used during design and create the need for additional condensate sumps. ■ Install wellheads to bring new SVE wells online. Wellheads will be left cracked during install. No wellhead tuning or monitoring is involved with this proposal. ■ Tie the new SVE system into the existing GCCS to provide system vacuum to the new SVE wells. Air supply and condensate forcemain lines will be tied into the existing GCCS as well. All lines will be pressure tested prior to completing tie-ins to identify any possible leaks in the new system. ■ Return all disturbed areas to pre -construction conditions or better. No seeding is included in this proposal. Task 11 — Surveying Services WCG will provide pre -construction staking and as -built surveying services during construction of the SVE system. As -built survey will include the horizontal and vertical coordinates for each new SVE well, piping, and components. Schedule and Budget The schedule of this project will be determined based on the delivery of the pipe and the machine, each of which is expected to take approximately six weeks after approval of the project by the City. The actual field work will be scheduled with the City and is expected to take approximately two weeks for each installation project. These P: ILFGIPROPOSADCITY OF DENTON ODOR CONTROL AND SVE SYSTEMIDENTON ODOR CONTROL SYSTEMINSTALLATION WITH BOND.DOCX Weaver Consultants Group, LLC Page 5 or v DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 Vance Kemler David Dugger January 31, 2017 services will be performed on a lump sum basis. The following table details the proposed budget for this project. P: ILFGIPROPOSADCITY OF DENTON ODOR CONTROL AND SVE SYSTEMIDENTON ODOR CONTROL SYSTEMINSTALLATION WITH BOND.DOCX Weaver Consultants Group, LLC Page 6 or v DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 Vance Kemler David Dugger January 31, 2017 Proposed Budget Odor Control System Installation and Soil Vapor Extraction System City of Denton Landfill Task Estimated Hours Extended Cost Staff Hours Unit Rate ($/hr) Subtotal Total Task 1 - Design of Pipe Configuration g Principal 24 $200 $4,800 $5,000 Project Reimbursables $200 Task 2 -Odor Control System Installation Senior Project Manager 80 $155 $12,400 $86,240 Environmental Specialist 80 $68 $5,440 Direct Expenses: Equipment Rental $3,500 Installation Hardware (TEE posts, clamps, saddles, pipe fittings, concrete pad, etc.) $13,000 Mileage (1,200 miles at $0.75/mile) $900 3,000 ft 4 -in SDR 32.5 pipe (delivered) $9,000 Machine (delivered) $42,000 Task 3 - System Startup Principal 12 $200 $2,400 $4,500 Senior Project Manager 12 $155 $1,860 Project Reimbursables $240 Task 4 - Operations Training Senior Project Manager 24 $155 $3,720 $4,200 Project Reimbursables $480 Task 5A -Permit Modification - SOP Revision for Dry Odor Control System Principal 6 $200 $1,200 $4,300 Senior Project Manager 4 $155 $620 g• Project Engineer 16 $113 $1,808 Project Reimbursables $672 Task 513 - TCEQ Comment Response p Principal 5 $200 $1,000 $2,600 Project Engineer 8 $113 $904 Admin/Word Processing 5 $63 $315 Project Reimbursables $381 Task 6 - Air Permit Update Principal 2 $200 $400 $2,800 Senior Project Manager 4 $155 $620 Staff Engineer 12 $104 $1,248 Admin/Word Processing 3 $63 $189 Project Reimbursables $343 P: ILFGIPROPOSADCITY OF DENTON ODOR CONTROL AND SVE SYSTEMIDENTON ODOR CONTROL SYSTEMINSTALLATION WITH BOND.DOCX Weaver Consultants Group, LLC Page 7 of v DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 Vance Kemler David Dugger January 31, 2017 Proposed Budget (Continued) Odor Control System Installation and Soil Vapor Extraction System City of Denton Landfill Task Estimated Hours Extended Cost Staff Hours Unit Rate ($/hr) Subtotal Total Task 7 - SVE System Design Principal 6 $200 $1,200 $9,800 Senior Project Manager 20 $155 $3,100 Staff Engineer 33 $104 $3,432 Word Processing/CAD 24 $63 $1,512 Project Reimbursables $556 Task 8 - TCEQ Permitting Principal 2 $200 $400 $3,300 Senior Project Manager 6 $155 $930 Staff Engineer 10 $104 $1,040 Word Processing/CAD 8 $63 $504 Project Reimbursables $426 Task 9 - SVE Drilling Drilling Direct Expenses: $19,000 Task 10 - SVE Piping Piping Direct Expenses: $119,000 Task 11 - Surveying Services Surveyor w/equipment 28 $150 $4,200 $4,200 Project Sub -Total $264,940 Payment and Performance Bond 2.75% $7,285 Project Total $272,225 Project Assumptions and Additional Services The preceding scope of work and budget have been developed based on the information available to WCG. The following assumptions have been made for the development of the scope of work and budget. It is assumed that the electricity (including breaker box) will be provided at the finalized location of the "box" by the City at no cost to WCG. • It is assumed that HDPE SDR 32.5 pipe will be limited to 3,000 feet. P: ILFGIPROPOSADCITY OF DENTON ODOR CONTROL AND SVE SYSTEMIDENTON ODOR CONTROL SYSTEMINSTALLATION WITH BOND.DOCX Weaver Consultants Group, LLC Page 8 or v DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 Vance Kemler David Dugger January 31, 2017 • It is assumed that pipe will cross only one road (portion of the pipe either raised to an agreed upon height or buried under ground.) • It is assumed that all as -built LFG system information associated with the area is readily available. • This proposal does not include clearing and grubbing. • Chemicals used by the box are not considered under this project. It is assumed that the City will supply the chemicals provided by GOC Technologies for the operation of the box. • Operations and maintenance (0&M) services other than the scope of work in Task 4 are not considered under the project. • It is assumed that engineering modeling for compressible flow in the proposed chemical delivery pipe will not be required for this project. • It is assumed that no geosynthetic materials (such as final cover geomembrane and GCL) exist within the project area. • It is assumed that the City will identify the locations of all underground utility lines and landfill components associated with the pipe installation area. • It is assumed that there will not bean easement crossing for the finalized pipe location. However, if any easement crossing is necessary, the City will coordinate with the easement holder and WCG will only provide a pipe layout plan. • The City will provide all necessary information (hard copy and electronic copy) relevant to this project. Background materials requested will be available to WCG at no cost. • City representatives will be available to answer questions and provide as much information as possible to WCG during the course of this project. • It is assumed the design will be completed based on the latest topo or survey information provided by site. • It is assumed that sufficient vacuum will be applied/available to the new SVE system following the completion of project. • No pipe profile drawings are included in this project. • Additional costs due to rain days are not accounted for in this proposal. • The cost under Task 8 includes only the preparation of TCEQ permit modification. Providing comments to address TCEQ comments are not included in the budget. We look forward to working with the City of Denton on this project. P: ILFGIPROPOSADCITY OF DENTON ODOR CONTROL AND SVE SYSTEMIDENTON ODOR CONTROL SYSTEMINSTALLATION WITH BOND.DOCX Weaver Consultants Group, LLC Page v or v DocuSign Envelope ID: 4C1000E7-D63D-4246-A2E3-32C5F1C30288 EXHIBIT 4 Exhibit G 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. Matt Stutz 2 El Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 1 Name of local government officer about whom the information in this section is being disclosed. David Dugger 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 Govemment 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? F—x—] Yes No 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 govemmental entity? Yes F—x—] No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? F—x—] Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. Serve and an environmental consultant and contractor for the landfill 4 x I have no Conflict of Interest to disclose. 5 DocuSigned by: w�" p -E 1/31/2017 f �4fl3t�b�9i Pdrdoing business with the governmental entity Date EXHIBIT 4 Certificate Of Completion Envelope Id: 4C1000E7D63D4246A2E332C5F1C30288 Subject: Please DocuSign: Emergency Contract 6330 - Weaver Consultants Group Source Envelope: Document Pages: 92 Signatures: 3 Supplemental Document Pages: 0 Initials: 0 Certificate Pages: 6 AutoNav: Enabled Payments: 0 Envelopeld Stamping: Enabled Time Zone: (UTC -08:00) Pacific Time (US & Canada) Record Tracking Status: Original 1/24/2017 2:20:39 PM Signer Events Rebecca Hunter rebecca.hunter@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Matt K. Stutz, P.E. mstutz@wcgrp.com Principal Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 1/31/2017 2:14:24 PM ID: 58b88b70-d116-412b-97bb-669df902fed8 John Knight john.knight@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia Winkley julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Holder: Rebecca Hunter rebecca.hunter@cityofdenton.com Signature Using IP Address: 129.120.6.150 [D—Si,nld ny: 1497487368914A2... Using IP Address: 47.44.8.162 0D11USi,n1d by: 6LL6�o- C821996C2A2B439... Using IP Address: 129.120.6.150 Status: Sent Envelope Originator: Rebecca Hunter rebecca.hunter@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 1/31/2017 1:29:20 PM Viewed: 1/31/2017 1:29:48 PM Signed: 1/31/2017 1:33:58 PM Sent: 1/31/2017 1:34:01 PM Viewed: 1/31/20172:14:24 PM Signed: 1/31/2017 2:19:07 PM Sent: 1/31/2017 2:19:11 PM Viewed: 1/31/20172:40:01 PM Signed: 1/31/2017 2:40:19 PM Sent: 1/31/2017 2:40:22 PM Viewed: 2/1/2017 5:47:55 AM Ua Signer Events Todd Hileman todd.hileman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jennifer Walters jennifer.walters@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Sherri Thurman sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia Winkley julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: 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 EXHIBIT 4 Signature Signature Status Status Status Status Status Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 1/31/2017 2:19:09 PM Sent: 1/31/2017 2:19:10 PM EXHIBIT 4 Carbon Copy Events Status Timestamp Jennifer Bridges jennifer.bridges@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: Scott Lebsack scott.lebsack@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Ami Reeder Ami.reeder@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: David Dugger, Landfill Manager David.dugger@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 8/12/2015 3:28:06 PM ID: 082815fb-67cf-411f-8489-750450aba331 Notary Events Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 1/31/2017 2:40:22 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 4/20/2015 7:25:38 AM Parties agreed to: Matt K. Stutz, P.E., Robin Fox, David Dugger, LandfiLNHIBIT 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. 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McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-201, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Denton Municipal Electric ACM: Howard Martin Date: February 21, 2017 SUBJECT Consider adoption an ordinance defining a 0.084 acre portion of a 9.5 acre blanket electric easement assigned to the City of Denton from Brazos Electric Power Cooperative, Inc., recorded in Volume 1106, Page 78 of the Deed Records of Denton County Texas, being originally conveyed by Billy W. Claytor and W.O. Claytor to Brazos River Transmission Electric Cooperative, Inc., recorded in Volume 357, Page 48, Deed Records, Denton County, Texas, easement located in the R.B. Longbottom Survey, Abstract No. 775; providing for severability and an effective date. [Blanket electric easement description refinement to provide for specific location of electric infrastructure] BACKGROUND The property owner, Victory & 288 LLC., has made a formal request for the City of Denton to abandon a blanket electric easement as it encumbers their property at 3012 E. University, Denton Texas 76209. Presently, their property tract, a former Shell gas station business, has not been occupied for many years. In 1947, Brazos River Transmission Electric Cooperative, Inc. was granted a blanket electric easement that encumbered a 9.5 acre property tract. That easement was subsequently assigned to the City of Denton in 1981, as part of a City's purchase of electric line segments from that entity. As was common practice during the time or rural electrification projects, electric companies acquired easements to allow electric facilities to traverse a particular overall property tract, primarily to forgo the expense of boundary survey work and the preparation of specific legal descriptions of where the electric facilities would be constructed. Blanket easements also gave field installation crews some latitude to adjust alignments as terrain and conditions warranted, on a tract by tract basis. It was simple practice and simpler times. A consequence of blanket easements are that, upon strict interpretation, the easement holder does have the right to place electric facilities at any location upon a property tract subject to that easement. The subject abandonment request will define the electric easement boundaries on the subject property. Currently located on the property is an electric line that provides service to the property. The electric facilities on the property have been located and defined by survey exhibit referenced within the proposed abandonment ordinance, of which an electric easement for those facilities will be retained. Within the easement area to be retained, there is an existing structure, the bathroom facilities associated with the former gas station business. The easement reservation within the proposed ordinance that requires the removal of the bathroom improvements prior to the issuance of a certificate of occupancy. That bathroom structure is low lying and poses no material risk to continued electric operation of the overhead facilities. The subject abandonment request will also aid the property owner's future plans to redevelop the property, by formally defining the location of the electric easement. City of Denton Page 1 of 3 Printed on 2/17/2017 povveied by I_egivt9i IN File #: ID 17-201, Version: 1 Staff performs an analysis on the request for abandonments as follows: ■ Is the easement tract requested for abandonment considered "excess easement"? ■ Does the easement tract requested for abandonment have a continued public use? ■ Is it in the best interest of the general public to abandon the government's rights in the subject abandonment tract? ■ Would the granting of this request establish a precedent for future abandonment requests? Staff findings on this analysis are as follows: 1. The requested easement abandonment tract fits the criteria of "excess easement." Excess easement is defined as: Property rights acquired or used by the City for easement subsequently declared excess (not needed for any public project, the continuation of operation and maintenance of public facilities, and/or no foreseeable utility application in the future). 2. The easement abandonment tract is not slated for utilization for any future electric facilities. 3. The easement abandonment is in the public interest, because the area for the subject abandonment are no longer needed by the public and/or have not been utilized for the public. 4. This abandonment will not set precedent, because the above three standards have been met. OPTIONS 1. Recommend approval of the Ordinance. 2. Do not recommend approval. RECOMMENDATION Staff recommends approval of the Ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Development Review Committee recommended approval on November 18, 2016. Public Utility Board recommended approval on February 13, 2017 (5-0). STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Related Goal: EXHIBITS 1 Location Map 2 Site Map 3 Applicant request letter 4 Ordinance Public Infrastructure 3.4 Encourage development, redevelopment, recruitment, and retention Respectfully submitted: City of Denton Page 2 of 3 Printed on 2/17/2017 povveied by I_egist9i I;, File #: ID 17-201, Version: 1 Phil Williams General Manager Prepared by: Mark A. Laird Real Estate Analyst City of Denton Page 3 of 3 Printed on 2/17/2017 povveied by I_egist9i I;, rI LOCATION MAP L�4 1_111_ N w E SWC US 380 & LOOP 288 S Electric Easement Abandonment Request i"tFlAf0momo DENTON 2,000 1,000 0 2,000 4,000 6,000 Exhibit 1 to the AIS i Feet SITE MAP N w E SWC US 380 & LOOP 288 Electric Easement Abandonment Request S 75 37.5 0 75 150 225 Exhibit 2 to the AIS Feet Kirkman Engineering, LLC 4821K4edcuAvenue, Suite 21O Grapevine, TX76OS1 817.488.4960 June 16, 2016 Planning /& Development Department CkyofDentnn—[byHaUVVest 211N.Elm Denton, TX76ZO1 11 .111 11��111 RON 1111 ToWhom It May Concern: Please consider the attached easement abandonment request application for the above referenced In an effort to identify the existing easements that affect this property and the future development potential ofthe property, the attached easement /DRDCTVolume 3S7,Pa8e\,originally dedicatedtothe Brazos River Transmission Electric Cooperative in 1949 (and conveyed to the City of Denton in 1980) has been identified as one that no longer clearly identifies what area is covered, With this being the case, vve vvnu|d like to request that the City of Denton abandon that original easement in favor of the easement attached as Exhibit A. We have worked with Donald McLaughlin, P.E. at Denton Municipal Electric (DME) to define this new easement based on the current needs of DME at this location. While future development plans for this property have not yet been defined, we believe that the efforts to identify old easements and determine whether they are still necessary will be beneficial whether the current owner proceeds with re-cleveloping the property or sells the property to another developer in the future. Because development plans haven't yet been identified, there are no other pending development actions related tothis property. Because the original easement was a blanket type easement that references survey points and boundaries that |ikek/no longer exist clearly and vvou|U be hard to define, it's our opinion that replacing the old easement with something better defined and that meets the current needs of the DIVE is not only in the best interest of the property owner but also the City of Denton and DME. Thank you for your consideration of this request Please contact me at 817.987.9614 if you have any questions. Si CURVE RADIUS ARC LENGTH CHORD LENGTH CHORD BEARING DELTA ANGLE Cl 2746.48' 21.38' 21.38' N 87'54'35" E 0'26'46" LINE BEARING DISTANCE L1 N 00'24'45" W 170.24' L2 S 00'30'08" E 171.39' L3 N 89'01'19" W 21.65' D.084 ACRES R.B. LONGBOTTOM SURVEY, A-775 DENTON COUNTY. TEXAS FIELD NOTES TO A 0.084 ACRE ELECTRIC EASEMENT SITUATED IN THE R.B. LONGBOTTOM SURVEY, ABSTRACT NO. 775, DENTON COUNTY, TEXAS, BEING OUT OF THAT CERTAIN TRACT OF LAND DESCRIBED IN DEED TO 3012 E. UNIVERSITY TRUST, B.A. DAREDIA & ROGER YALE, RECORDED IN C.C. FILE# 2008-133097, REAL PROPERTY RECORDS, DENTON COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF THE EASEMENT HEREIN DESCRIBED AT A 1/2 -INCH IRON ROD FOUND FOR THE SOUTHWEST CORNER OF SAID 3012 E. UNIVERSITY TRUST TRACT; THENCE NORTH 00 DEGREES 24 MINUTES 45 SECONDS WEST, A DISTANCE OF 170.24 FEET TO A 1 -INCH IRON ROD FOUND IN THE SOUTH RIGHT-OF-WAY LINE OF U.S. HIGHWAY 380 (E. UNIVERSITY DRIVE) FOR THE NORTHWEST CORNER OF SAID 3012 E. UNIVERSITY TRUST TRACT AND THE NORTHWEST CORNER OF SAID EASEMENT HEREIN DESCRIBED, SAID POINT BEING IN A CURVE TO THE LEFT; THENCE WITH SAID CURVE TO THE LEFT, AN ARC LENGTH OF 21.38 FEET, A RADIUS OF 2746.48 FEET, A CENTRAL ANGLE OF 00 DEGREES 26 MINUTES 46 SECONDS, AND A CHORD THAT BEARS NORTH 87 DEGREES 54 MINUTES 35 SECONDS EAST, A DISTANCE OF 21.38 FEET TO THE NORTHEAST CORNER OF SAID EASEMENT HEREIN DESCRIBED, FROM WHICH A CONCRETE MONUMENT FOUND FOR THE NORTHEAST CORNER OF SAID 3012 E. UNIVERSITY TRUST TRACT BEARS A NORTH 86 DEGREES 29 MINUTES 21 SECONDS EAST, A DISTANCE OF 114.80 FEET; THENCE SOUTH DD DEGREES 30 MINUTES 08 SECONDS EAST, A DISTANCE OF 171.39 FEET TO A POINT FOR THE SOUTHEAST CORNER OF SAID EASEMENT HEREIN DESCRIBED, FROM WHICH A 1/2 -INCH IRON ROD FOUND FOR THE SOUTHEAST CORNER OF SAID 3012 E. UNIVERSITY TRUST TRACT BEARS SOUTH 89 DEGREES 01 MINUTES 19 SECONDS EAST. A DISTANCE OF 170.11 FEET: THENCE NORTH 89 DEGREES 01 MINUTES 19 SECONDS WEST, A DISTANCE OF 21.65 FEET TO THE POINT OF BEGINNING AND CONTAINING 0.084 ACRES OF LAND, MORE OR LESS. CFRTIFICGTInN- U.S. HWY 380 1 " IRF Cl 1/2" IRF IJ J 0JBJ1 I HEREBY CERTIFY THAT THIS SURVEY HAS BEEN PREPARED FROM AN ACCURATE ON -THE -GROUND SURVEY OF THE PREMISES DEPICTED HEREON AND DESCRIBED IN THE LEGAL DESCRIPTION ATTACHED HERETO, CONDUCTED UNDER MY DIRECTION AND SUPERVISION ON 09/22/2015 AND THAT THE FINDINGS AND RESULTS OF SAID SURVEY ARE TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE AND BELIEF. J.E. THOMPSON II R.P.L.S. No 4857 (E, UNIVERSITY DRIVE) (200' R.O.W-) _ _OHU_OHU— �°yuccsc>o _ c, 25' B.L.(PER PLAT) _ _ *0// PL — — A 114.80' \ R 2746.48' D 2'23'42" \ B N 8529'21' E \ C 114.80' \ 3012 E. UNIVERSITY TRUST B.A. DAREDIA & ROGER YALE C.C. FILE# 2003-133097 R.P.R.D.C.T. — 0.084 ACRES ELECTRIC EASEMENT 0110% G8 ------------------ �.8, SON p.115 u S 89.01'19" E 1/2" IRF 170.11' `0100 NC 0v'e' EQ�% ELECTRIC EASEMENT 0.084 ACRES IN THE R.B. LONGBOTTOM SURVEY ABSTRACT NO. 775 DENTON COUNTY, TEXAS EXHIBIT A Exhibit 5 attachment to AIS S:ALega1\0111- Documents\01-dinances\17\Victory 288 EF Abandonment Ordinance 021517.doex ORDINANCE NO. AN ORDINANCE DEFINING A 0.084 ACRE PORTION OF A 9.5 ACRE BLANKET ELECTRIC EASEMENT ASSIGNED TO THE CITY OF DENTON FROM BRAZOS ELECTRIC POWER COOPERATIVE, INC., RECORDED IN VOLUME 1106, PAGE 78 OF THE DEED RECORDS OF DENTON COUNTY TEXAS, BITING ORIGINALLY CONVEYED BY BILLY W. CLAYTOR AND W.O. CLAYTOR TO BRAZOS RIVER TRANSMISSION ELECTRIC COOPERATIVE, INC., RECORDED IN VOLUME 357, PAGE 48, DEED RECORDS, DENTON COUNTY, TEXAS, EASEMENT LOCATED IN THE R.B. LONGBOTTOM SURVEY, ABSTRACT NO. 775; PROVIDING FOR SEVERABILITY AND AN EFFECTIVE DATE. WHEREAS, the City of Denton is the holder of an electric easement, assigned to the City of Denton from Brazos Electric Power Cooperative, Inc., recorded in Volume 1106, Page 78 of the Deed Records of Denton County Texas, being originally conveyed by Billy W. Claytor and W.O. Claytor to Brazos River Transmission Electric Cooperative, Inc., recorded in Volume 357, Page 48, Deed Records, Denton County, Texas, (the "Electric Easement") encumbering a 0.75 acre tract presently owned by Victory @ 288, LLC as evidenced by general warranty deed recorded under Document Number 2015-148235 in the Real Property Records of Denton County, Texas and located at 3012 E. University, Denton, Texas, (the "Property"); and WHEREAS, Victory @ 288, LLC., (the "Owner") has represented and requested the City specifically define the boundaries of its Electric Easement, as it affects the Property; and WHEREAS, the City reviewed the request and determined that the electric facilities existing upon the Property do not require the entirety of the 0.75 acre Property tract; and WHEREAS, the public is served by specifically defining the precise location of the Electric Easement, now being described and depicted in "Exhibit A", attached hereto, and recommends that the Electric Easement be partially released, abandoned and vacated as to the remainder of the Property only; and WHEREAS, the City Council of the City of Denton, Texas, finds it is in the public interest to define the Electric Easement limits as described and depicted in "Exhibit A," releasing the remainder of the Electric Easement as it covered this Property only; NOW, THEREFORE, THE COUNCIL OF "THE CITY OF DENTON ORDAINS: SECTION 1. The recitations and finding set forth above are incorporated by reference. SECTION 2. The area covered by the Electric Easement held by the City of Denton, "Texas, is hereby specifically defined and retained by the City as described and depicted on the attached "Exhibit A", (the Retained Electric Easement). SECTION 3. The City hereby releases, vacates, and abandons the remainder of the Electric Easement not depicted in "Exhibit A" as it related to the Property only, retaining all other rights to other lands covered by the Electric Easement. SECTION 4. Notwithstanding anything to the contrary contained in this ordinance, the City of Denton retains and reserves any and all easements, rights of way and any other rights or interests, other than the portion of the Electric Easement which was released, abandoned, and vacated in Section 3 above, whether acquired, obtained, owned or claimed by the City of Denton or public, by, through or under conveyance, dedication by plat or other express dedication, implied dedication, prescription, or by any other manner or means, in or to lands in which the Electric Easement may cover, encumber, include, cross or overlap. SECTION 5. The City acknowledges an existing structure within the Retained Electric Easement. In the event that an application for Certificate of Occupancy is made in regard to the Property, the existing structure shall be removed from the area of the Retained Electric Easement by the applicant, prior the issuance of any Certificate of Occupancy. No other structures or above- ground appurtenances shall be permitted, without the express written permission of the City, within the Retained Electric Easement. SECTION 6. The City Manager, or his designee, is authorized to execute documents evidencing this specific defining of easement area and partial abandonment of the Electric Easement, suitable for recordation in the Real Property Records, Denton County, Texas. SECTION 7. The provisions of this ordinance are severable, and the invalidity of any phrase, clause or part of this ordinance shall not affect the validity or effectiveness of the remainder of the ordinance. SECTION 8. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR ATTEST,: JENNIFER WALTERS, CITY SECRETARY M APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY Page 2 CURVE RADIUS ARC LENGTH CHORD LENGTH I CHORD BEARING DELTA ANGLE C1 2746.48' 21.38' 21.38' N 87 54'35" E 0'26'46" LINE Lt BEARING N 00'24'45" W DISTANCE 170.24 L2 S 00'30'08" E 171.39 L3 N 89'0119" W _21.65'..... 0.084 ACRES R.B. LONGBOTTOM SURVEY, A-775 DENTON COUNTY. TEXAS FIELD NOTES TO A 0.084 ACRE ELECTRIC EASEMENT SITUATED IN THE R.B. LONGBOTTOM SURVEY, ABSTRACT NO. 775, DENTON COUNTY, TEXAS, BEING OUT OF THAT CERTAIN TRACT OF LAND DESCRIBED IN DEED TO 3012 E. UNIVERSITY TRUST, B.A. DAREDIA & ROGER YALE, RECORDED IN C.C. FILE# 2008-133097, REAL PROPERTY RECORDS, DENTON COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF THE EASEMENT HEREIN DESCRIBED AT A 1/2 -INCH IRON ROD FOUND FOR THE SOUTHWEST CORNER OF SAID 3012 E. UNIVERSITY TRUST TRACT; THENCE NORTH 00 DEGREES 24 MINUTES 45 SECONDS WEST, A DISTANCE OF 170.24 FEET TO A 1 -INCH IRON ROD FOUND IN THE SOUTH RIGHT-OF-WAY LINE OF U.S. HIGHWAY 380 (E. UNIVERSITY DRIVE) FOR THE NORTHWEST CORNER OF SAID 3012 E. UNIVERSITY TRUST TRACT AND THE NORTHWEST CORNER OF SAID EASEMENT HEREIN DESCRIBED, SAID POINT BEING IN A CURVE TO THE LEFT; THENCE WITH SAID CURVE TO THE LEFT, AN ARC LENGTH OF 21.38 FEET, A RADIUS OF 2746.48 FEET, A CENTRAL ANGLE OF 00 DEGREES 26 MINUTES 46 SECONDS, AND A CHORD THAT BEARS NORTH 87 DEGREES 54 MINUTES 35 SECONDS EAST, A DISTANCE OF 21.38 FEET TO THE NORTHEAST CORNER OF SAID EASEMENT HEREIN DESCRIBED, FROM WHICH A CONCRETE MONUMENT FOUND FOR THE NORTHEAST CORNER OF SAID 3012 E. UNIVERSITY TRUST TRACT BEARS A NORTH 86 DEGREES 29 MINUTES 21 SECONDS EAST, A DISTANCE OF 114.80 FEET; 1" IRF 1 - 0 1/2" IRF THENCE SOUTH 00 DEGREES 30 MINUTES 08 SECONDS EAST, A DISTANCE OF 171.39 FEET TO A POINT FOR THE SOUTHEAST CORNER OF SAID EASEMENT HEREIN DESCRIBED, FROM WHICH A 1/2 -INCH IRON ROD FOUND FOR THE SOUTHEAST CORNER OF SAID 3012 E. UNIVERSITY TRUST . OF TRACT BEARS SOUTH 89 DEGREES 01 MINUTES 19 T_� SECONDS EAST, A DISTANCE OF 170.11 FEET; THENCE NORTH 89 DEGREES 01 MINUTES 19 SECONDS WEST, A DISTANCE OF 21.65 FEET TO THE POINT OF BEGINNING AND CONTAINING 0.084 Q J, E. THOMPSO ACRES OF LAND, MORE OR LESS. " ..' ......' ..' ' 45575 y .n rr CJ S s CERTIFICATION: I HEREBY CERTIFY THAT THIS SURVEY HAS BEEN PREPARED FROM AN ACCURATE ON -THE -GROUND SURVEY OF THE PREMISES DEPICTED HEREON AND DESCRIBED IN THE LEGAL DESCRIPTION ATTACHED HERETO, CONDUCTED UNDER MY DIRECTION AND SUPERVISION ON 09/22/2015 AND THAT THE FINDINGS AND RESULTS OF SAID SURVEY ARE TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE AND BELIEF. J.E. THOMPSON II R.P.L.S. No 4857 Irl UNIVERSITY DRIM cod C� 25' B.L.(W PLAT) A 114.80' \ R 2746.48' N 864 B9'21"E \\ C 114.80' \ 3012 E. UNIVERSITY TRUST B.A. DAREDIA & ROGER YALE C.C. FILE# 2008-133097 R.P.R.D.C.T, R f A 1 Dw U— � = 'SRU-•"'®-' —nuu S 89'01'19" E 1/211 IR 170.11' ELECTRIC EASEMENT 0.084 ACRES LONGBOTTOM ABSTRACT NI7 DENTON A i 'i 111M City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-203, Version: 1 Legislation Text AGENDA INFORMATION SHEET AGENDA DATE: February 21, 2017 DEPARTMENT: Parks and Recreation ACM: John Cabrales, Jr. SUBJECT Consider a request for an exception to Section 17-20 (d) of the Noise Ordinance for the purpose of hosting the Denton Tacofest sponsored by Lucky Lou's, a local bar and grill. Live music will be played in the parking lot behind Lucky Lou's and Riprocks Bar and Grill, located at 1207 and 1211 W. Hickory St., on Saturday, April 1, 2017, from 3 p.m. to 7 p.m. An exception is specifically requested to increase sound levels from 70 to 75 decibels. BACKGROUND This first-time event will enable local businesses to engage with the community, self -promote, and help raise money for the Denton Animal Shelter. There will be live amplified music played on stage in front of an estimated crowd of 200 people along with numerous local vendors. Several previous events have been hosted at this location. RECOMMENDATION Staff recommends approval. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Safe, Livable & Family -Friendly Community Related Goal: Provide and support outstanding leisure, cultural, and educational opportunities EXHIBIT Letter of Request Respectfully submitted: Emerson Vorel City of Denton Page 1 of 2 Printed on 2/17/2017 povveied by I_egivt9i IN File #: ID 17-203, Version: 1 Director of Parks and Recreation Prepared by: Janie McLeod Community Events Coordinator City of Denton Page 2 of 2 Printed on 2/17/2017 povveied by I_egist9i I;, Exhibit Jazz Binning 417 Normal St. Denton, TX 76201 (972)569-7729 February 6th, 2017 Janie McLeod Community Events Coordinator City Hall East 601 E. Hickory, Suite B Denton, TX 76205 Dear Janie, On April 1" 2017 Lucky Lou's will be throwing its first ever Denton Tacofest in the parking lot located behind 1207 W. Hickory Street. The charity event will be a way for local businesses to engage with the community, self -promote, and help raise money for charity. There will be live amplified music being played on a stage in front of an estimated crowd of 200 people along with numerous local vendors. The event will run from 3pm-7pm. The amplified sound will be used to keep the guests engaged and provide a fun atmosphere as well serve as a means of communication during the event. This is a request for a sound level that will reach no higher than 75 decibels. Sincerely, Jazz Binning City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-209, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Legal Department CM/ ACM: Anita Burgess Date: February 21, 2017 SUBJECT Consider approval of a resolution by the City of Denton; authorizing participation in a coalition of similarly situated cities in connection with the statement of intent to change rate CGS and rate PT of Atmos Pipeline - Texas filed on or about January 6, 2017; authorizing participation in related rate proceedings; authorizing the retention of special counsel; requiring the reimbursement of municipal rate case expenses; finding that the meeting complies with the open meetings act; and making other findings and provisions related to the subject BACKGROUND On or about January 6, 2017, Atmos Pipeline Texas ("APT" or "Atmos") submitted a Statement of Intent with the Railroad Coiumission of Texas to raise "Rate CGS" ("city gate service") and Rate PT ("pipeline transportation"). This request represents an increase in revenue of approximately $72.9 million or a 17.38% increase over current revenues. The proposed increase directly affects the following fine transportation customers: Atmos Energy Corp., Mid -Tex Division; Co -Sere Gas Ltd.; the City of Rising Star; the City of Navasota; Corix Utilities, Inc.; Terra Gas Supply; Terra Gas Service, Co.; and WTG Marketing, Inc. In addition, there are 70 interruptible customers who take service under "Rate PT - Pipeline Transportation" and that will be affected by this rate increase request. It is expected that Atmos MidTex (the distribution gas -utility company) will pass along to its customers, APT's proposed increase in rates. Thus, the rates that the City's citizens and businesses, and the City as a consumer of gas -utility services pay Atmos Texas MidTex (the distribution gas -utility company), will likely be affected by APT's proposed rate increase. On a rate schedule basis, the impact is as follows: Capacity Charges Rate Schedule Current Proposed Capacity Difference Percentage Capacity Charge Charge per MMBtu Increase per MMBtu of of MDQ MDQ Rate CGS ("City $9.1275 $11.24146 $2.11396 23% Gate Service") - MidTex Rate CGS - Other $9.1275 $11.24146 $2.11396 23% City of Denton Page 1 of 3 Printed on 2/17/2017 povveied by I_egivt9i IN File #: ID 17-209, Version: 1 Rate PT ("Pipeline $4.8331 $7.70001 $2.86691 59% Transportation") Charge per Charge per Increase The customer charge in a customer's bill is the "Maximum Daily Quantity" ("MDQ"), multiplied by the capacity charges shown in the table above. Usage Charge Rate Schedule Current Usage Proposed Usage Difference Percentage Charge per Charge per Increase MMBtu MMBtu Rate CGS - Mid $0.0276 $0.02785 $0.00025 1% -Tex Rate CGS - $0.0276 $0.02785 $0.00025 1% Other Rate PT $0.0163 $0.01325 ($0.00305) -19% APT seeks a Return on Equity (ROE) of 13.5% and a capital structure weighted toward equity - 59.83% Equity and 40.17% Debt. More recently the ROE the Railroad Commission has approved have been materially lower than APT is requesting. APT also seeks to revise its depreciation rates for its capital assets. REPRESENTATION The law firm of Herrera & Boyle, PLLC (through Mr. Alfred R. Herrera) has previously represented the Atmos Texas Municipalities ("ATM") in rate matters involving APT as well as other Texas cities in rate case matters. Thus, the law firm of Herrera & Boyle, PLLC has substantial experience in rate case matters generally and specifically in dealings with APT and the Railroad Commission of Texas ("Commission"). INTERVENTION AT THE RAILROAD COMMISSION OF TEXAS AND COURT PROCEEDIN IF ANY Atmos Pipeline Texas filed its Statement of Intent to raise rates with the Railroad Commission of Texas. It is important to participate in the Commission's proceedings related to APT's rate application because its final decision will impact rates within the City. Thus, the accompanying Resolution authorizes intervention in proceedings at the Railroad Commission including any related commission and court proceedings. RATE CASE EXPENSES Cities, by statute, are entitled to reimbursement of their reasonable rate case expenses from the utility. Legal counsel and consultants approved by the City will submit monthly invoices to a member ATM city that will be forwarded to APT for reimbursement. ACTION: INTERVENTION IN THE RAILROAD COMMISSION PROCEEDING PERTAINING TO APT'S RATE CASE Unlike proceedings brought by gas distribution utilities to increase rates, Texas municipalities do not have City of Denton Page 2 of 3 Printed on 2/17/2017 povveied by I_egist9i I;, File #: ID 17-209, Version: 1 jurisdiction over the rates of gas pipeline companies. Under Texas law, the Railroad Commission of Texas has exclusive original jurisdiction over the rates of gas pipeline companies. Therefore, the City's opportunity to evaluate and affect APT's proposed rate increase is to intervene as a party in the pending APT rate proceeding at the Railroad Commission of Texas. RECOMMENDATION It is recommended that the City authorize intervening in APT's pending rate proceeding at the Railroad Commission as part of the coalition of similarly -situated municipalities known as the Atmos Texas Municipalities (ATM). It is also recommended that the City retain the law firm of Herrera & Boyle, PLLC to represent the City's interest in matters related to APT's rate proceeding at the Railroad Commission, including any appeals, and to advise the City with regard to APT's application. To ensure full participation in the proceedings at the Railroad Commission, it is recommended that the City take action authorizing intervention at its earliest opportunity in order to maximize the benefits of participation as a party in the proceedings at the Railroad Commission. EXHIBITS 1. Resolution Respectfully submitted: Anita Burgess City Attorney Prepared by: John Knight Deputy City Attorney City of Denton Page 3 of 3 Printed on 2/17/2017 povveied by I_egist9i I;, s:Alegal\our documents\resolutions\17\gudI0580-atm-atmos-intervention resolution rate case 2017. doe RESOLUTION NO. RESOLUTION BY THE CITY OF DENTON; AUTHORIZING PARTICIPATION IN A COALITION OF SIMILARLY SITUATED CITIES IN CONNECTION WITH THE STATEMENT OF INTENT TO CHANGE RATE CGS AND RATE PT OF ATMOS PIPELINE"TEXAS FILED ON OR ABOUT JANUARY 6, 2017; AUTHORIZING PARTICIPATION IN RELATED RATE PROCEEDINGS; AUTHORIZING THE RETENTION OF SPECIAL COUNSEL; REQUIRING THE REIMBURSEMENT OF MUNICIPAL RATE CASE EXPENSES; FINDING THAT THE MEETING COMPLIES WITH THE OPEN MEETINGS ACT; AND MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT WHEREAS, Atmos Pipeline—Texas ("APT") filed a Statement of Intent with the Railroad Commission of Texas on or about January 6, 2017 to increase Rate CGS and Rate PT; and WHEREAS, APT plans to increase its revenue requirement by approximately $72.9 million, representing an increase of approximately 17.38%; and WHEREAS, the impact on customers, on a rate -schedule basis, is as follows: Capacity Charges The customer charge in a customer's bill is the "Maximum Daily Quantity" ("MDQ"), multiplied by the capacity charges shown in the table above. Usage Charge Current Proposed Capacity Capacity Percentage Rate Schedule Charge per Charge per Difference Increase Rate CGS – MMBtu of MMBtu of Percentage Rate Schedule MDQ MDQ Difference Increase Rate CGS ("City Gate Service") – $0.0276 $0.02785 $0.00025 1% MidTex $9.1275 $11.24146 $2.11396 23% Rate CGS – Other $9.1275 $11.24146 $2.11396 23% Rate PT ("Pipeline Transportation") $4.8331 $7.70001 $2.86691 59% The customer charge in a customer's bill is the "Maximum Daily Quantity" ("MDQ"), multiplied by the capacity charges shown in the table above. Usage Charge Current Usage Proposed Charge per Usage Charge Percentage Rate Schedule MMBtu per MMBtu Difference Increase Rate CGS – Mid -Tex $0.0276 $0.02785 $0.00025 1% Rate CGS – Other $0.0276 $0.02785 $0.00025 1% Rate PT $0.0163 $0.01325 ($0.00305) -19% s:Alegal\our documents\resolutions\17\gud10580-atm-atmos-intervention resolution rate case 2017.doc WHEREAS, APT seeks a Return on Equity (ROE) of 13.5%; a capital structure weighted toward equity — 59.83% Equity and 40.17% Debt; and WHEREAS, APT's rate request consists of a voluminous amount of information including APT's rate -filing package, exhibits, schedules, and work papers; and WHEREAS, in order to maximize the efficient use of resources and expertise in reviewing, analyzing and investigating APT's rate request and its changes in tariffs it is prudent to coordinate the City's efforts with a coalition of similarly situated municipalities; and WHEREAS, the City, in matters regarding applications by APT to change rates, has in the past joined with other local regulatory authorities to form the Atmos Texas Municipalities ("ATM") and hereby continues its participation in ATM; and WHEREAS, the City will require the assistance of specialized legal counsel and rate experts to review the merits of APT's application to increase rates; and WHEREAS, APT filed a statement of intent to increase rates with the Railroad Commission of Texas, and therefore the decision of the Railroad Commission of Texas will have an impact on the rates paid by the City and its citizens who are customers of APT, and in order for the City's participation to be meaningful, it is important that the City promptly intervene in such proceedings at the Railroad Commission of Texas, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION L The findings set out in the preamble are in all things approved and incorporated herein as if fully set forth. SECTION 2. The City authorizes intervention in proceedings related to APT's Statement of Intent before the Railroad Commission of Texas and related proceedings, including in courts of law, as part of the coalition of cities known as the Atmos Texas Municipalities ("ATM"). SECTION 3. The City hereby orders APT to reimburse the City's rate case expenses as provided in the Gas Utility Regulatory Act and that APT shall do so on a monthly basis and within 30 days after submission of the City's invoices for the City's reasonable costs associated with the City's activities related to this rate review or to related proceedings involving APT before the Railroad Commission of Texas or any court of law. SECTION 4. Subject to the right to terminate employment at any time, the City retains and authorizes the law firm of Herrera & Boyle, PLLC to act as Special Counsel with regard to rate proceedings involving APT before the Railroad Commission of Texas or any court of law and to retain such experts as may be reasonably necessary for review of APT's rate application subject to approval by the City. 2of3 s:Alegal\our documents\resolutions\17\gud10580-atm-atmos-intervention resolution rate case 2017.doc SECTION 5. The City, or its designee member city in the Atmos Texas Municipalities, shall review the invoices of the lawyers and rate experts for reasonableness before submitting the invoices to APT for reimbursement. SECTION 6. A copy of this resolution shall be sent to APT, care of Mr. Charles R. Yarbrough, I1, 5420 LBJ Freeway, Suite 1557, Dallas, Texas, 75240; and to Mr. Alfred R. Herrera, Herrera & Boyle, PLLC, 816 Congress Ave., Suite 1250, Austin, Texas 78701. SECTION 7. The meeting at which this resolution was approved was in all things conducted in strict compliance with the Texas Open Meetings Act, Texas Government Code, Chapter 551. SEC'T'ION 8. This resolution shall become effective from and after its passage. PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY 3 of 3 City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-222, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Legal Department CM/ ACM: Anita Burgess, City Attorney Date: February 21, 2017 SUBJECT Consider adoption of an ordinance establishing the authority of the City Auditor; and providing an effective date. BACKGROUND: The City Council requested what authority the City Auditor will have once he assumes his Council appointed position. EXHIBITS 1. Ordinance Respectfully submitted: Anita Burgess City Attorney Prepared by: John Knight Deputy City Attorney City of Denton Page 1 of 1 Printed on 2/17/2017 povveied by I_egivt9i IN s:Alegal\our documents\ordinances\I7\authority of auditor.doc.docx ORDINANCE NO. AN ORDINANCE ESTABLISHING THE AUTHORITY OF THE CITY AUDITOR; AND PROVIDING AN EFFECTIVE DATE. and WHEREAS, it is in the public interest to enhance the efficiency of the City government; WHEREAS, it is in the public interest to mitigate risk in City operations; and WHEREAS, it is in the public interest to improve the provision of City services to the public; and WHEREAS, to further the accomplishment of these goals, the City Council has, pursuant to the provisions of the Denton City Charter, retained the services of a City Auditor; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The above recitals are fully adopted and incorporated herein for all purposes. SECTION 2. The City Auditor is entitled and authorized, without restriction, to examine any and all documents in the possession, care, custody or control of the City in the performance of his official duties. SECTION 3. City management, staff, and the City Auditor shall collaborate and cooperate fully in the interest of furthering good and transparent government. SECTION 4. That this ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 12017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY C APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: Page 2 City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-225, Version: 1 DEPARTMENT: CM/ ACM: Date: Transportation John Cabrales, Jr. February 21, 2017 Legislation Text Agenda Information Sheet SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, approving Amendment No. 1 to an interlocal cooperation agreement between the City of Denton and Denton County, Texas, regarding the construction of Metro Street and Improvements to Corbin Street, terminating the agreement; and providing an effective date. BACKGROUND In 2006, Denton County identified $2.4 million to be applied to a proposed mobility enhancement project on the west side of Denton known as the Metro -Corbin Project. Funding was to be applied to engineering, right -of -way acquisition, and construction of Metro Street on a new alignment as a two-lane undivided roadway from the Interstate 35 West service road west to Corbin Road. Additionally, Corbin Road was to be improved from a two-lane undivided highway north of its intersection with Metro Street to its intersection with FM 1515. The project's total cost was to be $5 million of which $4.5 million was estimated for construction. On December 6, 2006, the City Council approved Ordinance 2006-350, entering into an interlocal agreement with Denton County stating that the County would provide $2.4 million and the City of Denton would contribute the remaining $2.6 million for the proposed project. After preliminary engineering was completed, the project estimate was revised to $6.5 million. Efforts to fund the additional estimated costs were unsuccessful, thus the Metro -Corbin project was not advanced. In 2015, the Mobility Committee identified FM 1515 (Airport Road) as a priority project to address growth and development of the industrial area along Airport Road and Western Center Boulevard. The County indicated they would take the lead in advancing the enhancement of FM 1515, an on -system state roadway, and recommended $1.5 million of the funding originally programmed for Metro -Corbin be reprogrammed for the preliminary design to enhance FM 1515 from a rural two-lane undivided highway to a six -lane divided urban roadway to support existing and future growth in the area. The County has developed a request for proposal (RFP) for this design work and will advertise the RFP, once funding is established. With the recent completion of the US 380 project, expanding the previous two-lane undivided highway to a six - lane urban roadway, it was necessary to seek a signal warrant through TxDOT to improve safety at this intersection. In late 2016, TxDOT notified the County and the City of Denton, that the signal met warrant and was approved, however, the City would be required to fund the signal. Denton County Commissioner Eads has agreed to assist with funding of a newly warranted traffic signal at Cindy Lane and US 380. City of Denton Page 1 of 3 Printed on 2/17/2017 povveied by I_egivt9i IN File #: ID 17-225, Version: 1 The County has submitted a draft interlocal agreement between the City of Denton and Denton County stating the County will contribute up to $250,000 for the signal and that the City of Denton will contribute approximately $150,000 of the remaining funding requirement for implementation of the signal. Denton County has indicated they will utilize a portion of the remaining funds originally committed to the Metro -Corbin project to fund their portion of the signal. OPTIONS 1. Adopt the proposed ordinance approving Amendment 1 to the interlocal cooperation agreement to terminate the current agreement and allowing the Denton County to reprogram funds for other mobility and traffic safety enhancements. 2. Do not adopt the proposed ordinance and terminate the current interlocal cooperation agreement with Denton County. 3. Provide staff with additional direction and/or options regarding the existing interlocal cooperation agreement. RECOMMENDATION Staff recommends Option 1, approving Amendment 1 to terminate the interlocal cooperation agreement ESTIMATED SCHEDULE OF PROJECT If approved, the County will reprogram a majority of the funds within 30 days to provide funding for an RFP for design services for FM 1515. A subsequent interlocal agreement to fund the signal at Cindy Lane and US 380 will be submitted for consideration within six weeks. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Mobility Committee received a briefing on this proposed ordinance as part of the February 2017 regular meeting. FISCAL INFORMATION $1.5 million of the original $2.4 million in County funding will be programmed for preliminary design for the FM 1515 project. $250,000 of County funds will be reprogrammed to jointly fund the recently warranted $400,000 signal for Cindy Lane and US 380. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Safe, Liveable & Family -Friendly Community Related Goal: 1.6 Collaborate with local, regional, state, and federal partners EXHIBITS 1. Ordinance 2006-250 2. Ordinance - Amendment 1 to the Interlocal Agreement Respectfully submitted: City of Denton Page 2 of 3 Printed on 2/17/2017 povveied by I_egist9i I;, File #: ID 17-225, Version: 1 Mark Nelson Director of Transportation City of Denton Page 3 of 3 Printed on 2/17/2017 povveied by I_egist9i I;, EXHIBIT 1 &\Our Documents\Ordinances10611CA- Denton County-Mctro Street.doc ORDINANCE NO.. Z) AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING AN INTERLOCAL COOPERATION AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND DENTON COUNTY, TEXAS FOR THE CONSTRUCTION OF METRO STREET FROM INTERSTATE HIGHWAY 35 WEST (IH35 W) SERVICE ROAD WEST TO CORBIN ROAD AND CORBIN ROAD NORTH OF ITS INTERSECTION WITH METRO STREET TO F.M. 1515; AND PROVIDING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Council hereby approves an Interlocal Cooperation Agreement between the City of Denton, Texas and the Denton County, Texas for the construction of Metro Street from Interstate Highway 35 West (IH35W) service road west to Corbin Road and Corbin Road north of its intersection with Metro Street to F.M. 1515 substantially in accordance with the Interlocal Cooperation Agreement which is attached hereto and incorporated herein by reference (the "Agreement"). The City Manager, or his designee, is authorized to execute the Agreement on behalf of the City. The City Manager, or his designee, is authorized to carry out the City's rights and duties under the Agreement. Any prior actions of the City taken pursuant to the Agreement are hereby ratified. SECTION 2. The City Council finds that the Agreement will benefit the City of Denton and is in the public interest. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this theday of ��� '2006. PE R. McNEILL, MAYOR ATTEST: .JENNIFER WALTERS, CITY SECRETARY M- APPROVED AS TO LEGAL FORM: EDWIN M. SNYDER. CITY/ATTORNEY Lm- EXHIBIT 1 THE STATE OF TEXAS ) COUNTY OF DENTON } INTERLOCAL COOPERATION AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND DENTON COUNTY, TEXAS THIS AGREEMENT is made and entered by and between Denton County, Texas, a political subdivision of the State of Texas, hereinafter referred to as "the County," and the City of Denton, Texas, a political subdivision located within Denton County, Texas, duly organized and authorized under the laws of the State of Texas, hereinafter referred to as "the City." WITNESSETH that the County and the City propose to construct Metro Street from the Interstate Highway 35 West (IH35W) service road west to Corbin Road and improve Corbin Road north of this intersection to F.M. 1515 within and adjacent to the city limits of Denton, Texas, hereinafter referred to as "the Project", and WHEREAS, the County is a duly organized and political subdivision of the State of Texas engaged in the administration of county government and related services for the benefit of the citizens of Denton County, Texas; and WHEREAS, the City is a duly organized political subdivision in Denton County, Texas, engaged in the administration of city government and related services for the benefit of the citizens of the area serviced by the City; and WHEREAS, the County and the City mutually desire to be subject to the provisions of Chapter 791 of the Texas Government Code, the Interlocal Cooperation Act; which provides authorization for any local government to contract with one or more Interlocal Cooperation AgreemellL City Of Den.toti Page 1 EXHIBIT 1 local governments to perforin governmental functions and services under the terms of the Act; and WHEREAS, each party has the authority to perform the activities set forth in this Agreement and will make all payments provided for herein out of current revenues available to the paying party and all payments made hereunder will fairly compensate the other party; and NOW, THEREFORE, the County and the City, for the mutual consideration hereinafter stated, agree and understand as follows: 1. This Agreement becomes effective when signed by the last party whose signing makes the respective agreement fully executed. II. The County and the City hereby agree that the scope of the Project shall be limited to engineering, right-of-way acquisition and construction of Metro Street on a new alignment as a two lane undivided roadway from Interstate Highway 35 West (IH35W) service road west to Corbin Road and to improve Corbin Road as a two lane undivided highway north from its intersection with Metro Street to F.M. 1515. The project's total cost is currently estimated to be FIVE HUNDRED THOUSAND AND N0I100 DOLLARS ($500,000.00) for engineering, right-of-way and in-house construction inspection and FOUR MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($4,500,000.00) for construction for a total estimated cost of FIVE MILLION AND N01100 DOLLARS ($5,000,000.00). III. The County agrees to contribute an amount of TWO MILLION, FOUR HUNDRED THOUSAND AND NO/100 DOLLARS ($2,400,000.00) towards the completion of the Project from Precinct 4, Transportation Road Improvement Program 04 funds. As the City proceeds with the completion of the Project, it shall submit invoices for work performed on the Project to the County in care of the County Auditor, on a monthly basis and the County shall reimburse the City for all expenses related to the Project within thirty (30) days of receipt of invoices. Interlocal Cooperation Agreement City Of 17ento11 Page 2 EXHIBIT 1 1►9 The City agrees to contribute funds in an amount up to TWO MILLION SIX HUNDRED THOUSAND AND NO/100 DOLLARS ($2,600,000.00) towards the construction of project. Project. V. The City will oversee the right-of-way acquisition, design and construction of the VI. This Agreement may be terminated in whole or in part by the County or the City upon thirty (30) days written notice to the other party setting forth a substantial failure by the defaulting party to fulfill its obligations under this agreement through no fault of the terminating party. No such termination may be affected unless the defaulting party is given (1) written notice delivered via certified mail, return receipt requested, of intent to terminate, setting forth the substantial faiiure to perform and (2) not less than thirty (30) calendar days to cure the failure; and (3) an opportunity for consultation with the terminating party prior to termination. Notices shall be directed as follows: For City: Mayor Perry McNeill City of Denton 215 E. McKinney Street Denton, Texas 76201 Copy To: George C. Campbell, City Manager City of Denton 215 E. McKinney Street Denton, Texas 76201 For County: Honorable Mary Horn Denton County Judge 110 West Hickory Denton, Texas 76201 Copy To: Denton County Criminal District Attorney's Office Civil Division Interlocal Cooperation Agreement City Of Denton Page 3 EXHIBIT 1 P.O. Box 2850 Denton, Texas 76201 all The City understands and agrees that the City, its employees, servants, agents and/or representatives shall at no time represent themselves to be employees, servants, agent and/or representatives of the County. VIII. The County understands and agrees that the County, its employees, servants, agents and/or representatives shall at no time represent themselves to be employees, servants, agent and/or representatives of the City. M The County agrees to and accepts full responsibility for the acts, negligence, and/or omissions of all County employees, agents, subcontractors, and/or contract laborers and for those of all other persons doing work under a contract or agreement with the County. 94 The City agrees to and accepts full responsibility for the acts, negligence, and/or omissions of all City employees, agents, subcontractors, and/or contract laborers and for those of all other persons doing work under a contract or agreement with the City. XI. This agreement is not intended to extend the liability of the parties beyond that provided by law. Neither the County nor the City waives, nor shall be deemed hereby to waive, any immunity or defense that would otherwise be available to it against claims made by third parties. FM This agreement represents the entire agreement between the County and the City and supersedes all prior negotiations, representations and/or agreements, either written or oral. This agreement may be amended only by written instrument signed by the Interlocal Cooperation Agreement Citv Of Lenton Page 4 EXHIBIT 1 governing bodies of both the County and the City or those authorized to sign on behalf of those governing bodies. M The validity of this agreement and of any of its terms or provisions, as well as the rights and duties of the parties hereto, shall be governed by the laws of the State of Texas. Further, this agreement shall be performable in Denton County, Texas. XIV. In the event that any portion of this agreement shall be found to be contrary to law, it is the intent of the parties hereto that the remaining portions shall remain valid and in full force and effect to the extent possible. K Up The undersigned officer and/or agents of the parties hereto are the properly authorized officials and have the necessary authority to execute this agreement on behalf of the parties hereto, and each party hereby certifies to the other that any necessary resolutions extending said authority have been duly passed and are now in full force and effect. XVI. Pursuant to Section 791.011 of the Texas Government Code the parties hereto agree that the purpose of this Agreement is to ensure that certain governmental functions and services in the area of streets, roads and drainage are performed. The parties hereto further agree that each of them is authorized to perform the functions and services individually. XVII. This Agreement is not intended to extend the liability of the parties beyond that provided by law. Neither the County nor the City waives, nor shall be deemed hereby to have waived, any immunity or defense that would otherwise be available to it against claims arising by third parties. Interlocal Cooperation Agreement City Of Denton Page 5 EXECUTED in duplicate originals this, 2006. COUNTY Denton County, Texas 110 West Hickory Denton, Te,;yas,76201 By: Z L - Honorable Markpom Denton County Judge Acting on behalf and by the authority of the Commissioners Court of Denton County, Texas ATTEST: By: nton County Clerk Ass AS A— the CITY City of Denton 215 East McKinney Denton, Texas 7620 George C. Campbell _ City Manager for the City of Denton EXHIBIT 1 day of Acting on behalf and by the authority of the City of Denton, Denton County, Texas ATT T: By:- J4 )a 10 A A C" Secre ry APPROVED City Attorney Interlocal Cooperation Agreement City Of Denton Page 6 AUDITOR'S CERTIFICATE I hereby certify funds will be available to Denton County, Texas under this Agreement. EXHIBIT 1 and pay,the obligation of -1k] //-) znq CITY AUDITOR'S CERTIFICATE I hereby certify funds will be available to accomplish and pay the obligation of the City of Denton, Denton County, Texas under this Agreement. City Auditor Interlocal Cooperation Agreement City Of Denton PnuP 7 EXHIBIT 1 APPROVAL OF INTERLOCAL COOPERATION AGREEMENT PROJECT The County of Denton, acting by and through the County Commissioners Court, having been advised of a project to construct Metro Street on a new alignment as a two lane undivided roadway from Interstate Highway 35 West (IH35W) service road west to Corbin Road and to improve Corbin Road as a two lane undivided highway north from its intersection with Metro Street to F.M. 1515 within and adjacent to the city limits of Denton, hereinafter referred to as the "Project" under an Interlocal Contract, herein gives its specific written approval of the project prior to beginning the project in satisfaction of the requirements of V.T.C.A., Government Code, Chapter 791, the Interlocal Cooperation Act, Section 791.014. The description of the type of project to be undertaken and its location are as follows: Metro Street on a new alignment as a two lane undivided roadway from Interstate Highway 35 West (IH35W) service road west to Corbin Road and to improve Corbin Road as a two lane undivided highway north from its intersection with Metro Street to F.M. 1515 within and adjacent to the city limits of Denton. The local government which requested the project and with which the County of Denton has contracted is the City of "Denton". By vote on this date, the Commissioners Court has approved the project identified above and authorized execution of this document by the presiding officer on behalf of Denton County, Texas. By Presiding Officer of the Denton County Commissioners Court Interlocal Cooperation Agreement City Of Denton Page 8 EXHIBIT 1 APPROVAL OF INTERLOCAL COOPERATION AGREEMENT PROJECT The City of "Denton", acting by and through the City Council, having been advised of a project to construct Metro Street on a new alignment as a two lane undivided roadway from Interstate Highway 35 West (IH35W) service road west to Corbin Road and to improve Corbin Road as a two lane undivided highway north from its intersection with Metro Street to F.M. 1515 within and adjacent to the city limits of Denton, hereinafter referred to as the "Project", under an Interlocal Contract, herein gives its specific written approval of the project prior to beginning the project in satisfaction of the requirements of V.T.C.A., Government Code, Chapter 791, the Interlocal Cooperation Act, Section 791.014. The description of the type of project to be undertaken and its location are as follows: Metro Street on a new alignment as a two lane undivided roadway from Interstate Highway 35 West (IH35W) service road west to Corbin Road and to improve Corbin Road as a two lane undivided highway north from its intersection with Metro Street to F.M. 1515 within and adjacent to the city limits of Denton, hereinafter referred to as the "Project". The local government which requested the project and with which the City of "Denton" has contracted is the County of Denton. By vote on this date, the City Council has approved the project identified above and authorized execution of this document by the presiding officer on behalf of the City of "Denton", Texas. By: Presiding Officer of the City of "Denton" Interiocal Cooperation Agreement City Of Denton Page 9 DENTON COUNTY COMMISSIONERS COURT 2006 Month Day Year Court Order Number: D p THE ORDER: Approval of the Interlocal Cooperation Agreement between 1 Denton County, Texas, and the City of Denton for the construction of Metro Street and improvement to Corbin Road, located in Commissioner Precinct 4, with funding to come from Precinct #4 TRIP -04 Discretionary Funds„ (k4 iiexL 'froM 7RIP4 y &Je Motion by Seconded by County Judve Yes Mary Horn Abstain No Absent Commissioner Pet No 1 Yes Cynthia White Abstain No Absent Commissioner Pet No 3 Yes V Bobbie J. Mitchell Abstain No Absent Motion Carried Other Action: Pulled from Consent BY OE F THE Presiding Officer APP DAS of 11 Assis int Efis&ict Attorney Commissioner Pet No 2 Yes Sandy Jacobs Abstain No Absent EXHIBIT 1 E Commissioner Pct No 4 Yes Jim Carter Abstain No Absent No Action _ Postponed RSC, Itlllllrl����,'fi ATTEST:. 4�NERSC �Cynthia Mitchell, County Clerk �\ •• :_and Ex -Officio Clerk of the CJ ; 3Eommissioners Court of c1] : CD Benton County, Texas e`er" •'Qy`�� Depu"tyJCounty Clerk 11 sAlegal\our documents\ordinances\17\deuton county -amendment no 1 ica-metro and corbin.doc ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, APPROVING AMENDMENT NO, 1 TO AN INTERLOCAL COOPERATION AGREEMENT BETWEEN THE CITY OF DENTON AND DENTON COUNTY, TEXAS, REGARDING THE CONSTRUCTION OF METRO STREET AND IMPROVEMENTS TO CORBIN STREET; TERMINATING THE AGREEMENT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton, Texas (the "City") and Denton County, Texas (the "County") entered into an Interlocal Cooperation Agreement on December 19, 2006, Denton County Court Order No. 06-0810, regarding the contribution of funds for the construction of Metro Street and improvement to Corbin Road, located in Commissioner Precinct No. 4; and WHEREAS, the City and the County mutually desire to amend the Interlocal Cooperation Agreement to end the obligations of both parties; and WHEREAS, the County will contribute a portion of the funding to the design of the FM 1515 mobility project and a portion of the funding to traffic safety enhancements related to implementing a traffic signal at the intersection of US 380 and Cindy Lane; and WHEREAS, the City Council finds that the Amendment to the Interlocal Cooperation Agreement is in the public interest; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this Ordinance are incorporated herein by reference. SECTION 2. The City Manager, or his designee, is hereby authorized to execute Amendment No. 1 to Interlocal Cooperation Agreement between the City of Denton, Texas and Denton County, Texas, attached hereto as Exhibit "A," on behalf of the City and is further authorized to carry out the rights and duties of the City under the Interlocal Cooperation Agreement. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY C sAlegal\our documents\ordinances\17\denton county -amendment no I ica-metro and corbin.doc APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY Af„...... BY: -, Page 2 EXHIBIT A THE STATE OF TEXAS § COUNT OF DENTON § AMENDMENT NO. 1 TO INTERLOCAL COOPERATION AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND DENTON COUNTY, TEXAS This Amendment No. 1 to the Interlocal Cooperation Agreement is made and entered into by and between Denton County, Texas, a political subdivision of the State of Texas, hereinafter referred to as "the County," and the City of Denton, Texas, a Texas home rule municipal corporation and political subdivision located within Denton County, Texas, duly organized and authorized under the laws of the State of Texas, hereinafter referred to as "the City." WHEREAS, the City and the County entered into an Interlocal Cooperation Agreement on December 19, 2006, Denton County Court Order No. 06-0810, for the construction of Metro Street and improvement to Corbin Road, located in Commissioner Precinct #4 (the "Project"); and WHEREAS, the City agreed to contribute funds in the amount of TWO MILLION SIX HUNDRED THOUSAND AND NO/100 DOLLARS ($2,600,000.00), and the County agreed to contribute funds in the amount of TWO MILLION FOUR HUNDRED THOUSAND AND NO/100 DOLLARS ($2,400,000.00) towards substantial completion of the Project; and WHEREAS, the City and the County mutually desire to amend the Interlocal Cooperation Agreement to end the obligations of both the City and the County; NOW, THEREFORE, the City and the County, for the mutual consideration hereinafter stated, agree and understand as follows: The Interlocal Cooperation Agreement between the City of Denton, Texas and Denton County, Texas, executed on December 19, 2006, for the construction of Metro Street and improvement to Corbin Road, located in Denton County Commissioner Precinct #4, is hereby and for all other purposes TERMINATED. EXECUTED on this the DENTON COUNTY, TEXAS Mary Horn, County Judge ATTEST: JULIE LUKE, County Clerk day of 2017. CITY OF DENTON, TEXAS Todd Hileman, City Manager ATTEST: JENNIFER WALTERS, City Secretary By: By: APPROVED AS TO LEGAL FORM PAUL JOHNSON, District Attorney M. APPROVED AS TO LEGAL FORM: AARON LEAL, Interim City Attorney By: City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-228, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: February 21, 2017 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas authorizing the approval of a first amendment to a contract between the City of Denton and Clevest Solutions, Inc. for Mobile Workforce Management Software and Automatic Vehicle Location System for Denton Municipal Electric; providing for the expenditure of funds therefor; and providing an effective date (File 5821 -providing for an additional expenditure amount not -to -exceed $85,000, with the total contract amount not -to -exceed $451,000). The Public Utilities Board recommends approval (5-0). FILE INFORMATION In an effort to utilize City resources as efficiently and effectively as possible, Denton Municipal Electric's (DME) System Operations must be able to electronically send work orders to field crews who are performing repair or maintenance work on the utility's distribution and transmission systems. In the summer of 2015, after consultation and input from multiple City Departments, RFP 5821 was issued and DME recommended selection of the Clevest Mobile Workforce Management (MWFM) software system to replace an existing Microsoft Access database work order system that had become antiquated, unstable, and was past its serviceable application life. The City Council approved a contract with Clevest Solutions, Inc. on September 15, 2015, in the amount of $366,000 (Exhibit 1). DME has been monitoring and tracking its field trucks through use of manual placement of an icon by DME system operators on the Responder Outage Management Graphical User Interface (GUI). During the implementation of the Clevest MWFM software, DME experienced an incident which identified a safety issue with the manual process, and the need to seek a solution related to and in response to improving employee safety while field work is being performed by multiple personnel in close proximity across our service area. Fortunately, no one was injured in this incident; however, it did pinpoint the need to track, in near real time, Operation and Maintenance vehicle locations during day-to-day business and emergency outage restoration events. This need can be resolved through the implementation of an Automatic Vehicle Location (AVL) system to track vehicles and, in near real time, report their location to System Operations geographically on DME's electrical system map. This will show the current state of the distribution system. An AVL system utilizes similar wireless technology used by mobile cellular phones to track vehicles and report their location to a head -end system where the vehicle location is displayed on the Clevest MWFM user interface. Some devices planned for use in this system provide the added benefit of a Wi-Fi hotspot. The Wi-Fi City of Denton Page 1 of 3 Printed on 2/17/2017 povveied by I_egivt9i IN File #: ID 17-228, Version: 1 capability will improve the connectivity of field crews across multiple wirelessly connected devices and further assist with DME's move into a more efficient and effective paperless workflow. DME investigated and reviewed three different AVL proposals before finally deciding on the Clevest AVL system. The advantages of using Clevest included: 1. The Clevest AVL system will fully integrate to the Clevest MWFM system as it is an extension of the product that the city of Denton currently owns. 2. The Clevest AVL will have lower initial and continuing costs, less complexity of integration and implementation, and will create less confusion between products than if two different systems were chosen to be integrated. Not only will AVL help with safety of DME's field crews, it will improve the overall performance of the DME fleet by optimizing the routing and crew locations for DME. The attached First Amendment in the amount of $85,000 will add the AVL Module to the current licenses and maintenance provided by Clevest (Exhibit 4). PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On February 13, 2017, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. RECOMMENDATION Approve a first amendment to the contract with Clevest Solutions, Inc. in an amount not -to -exceed $85,000 for a total contract award of $451,000. PRINCIPAL PLACE OF BUSINESS Clevest Solutions, Inc. Richmond, British Columbia ESTIMATED SCHEDULE OF PROJECT The implementation of the Automatic Vehicle Location project will begin in March 2017. FISCAL INFORMATION The software and maintenance will be funded from Denton Municipal Electric System Operations Capital Fund account number 603581500.1365.3980. A line will be added to the existing purchase order for this contract. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: City of Denton Page 2 of 3 Printed on 2/17/2017 povveied by I_egist9i I;, File #: ID 17-228, Version: 1 Related Key Focus Area: Organizational Excellence Related Goal: 2.3 Promote superior utility services and facilities EXHIBITS Exhibit l: Original Contract Exhibit 2: Public Utilities Board Draft Minutes Exhibit 3: Ordinance Exhibit 4: First Amendment Respectfully submitted: Ethan Cox, 349-7421 Customer Service Manager For information concerning this acquisition, contact: Jerry Fielder at 349-7173. City of Denton Page 3 of 3 Printed on 2/17/2017 povveied by I_egist9i I;, EXHIBIT 1 CLEVEST SOLUTIONS INC. MASTER AGREEMENT for Software License, Support and Maintenance Effective Date: September 1•` 2015 Client: City of Denton Client Rebecca Hunter 901B Texas Street Contact: Phone: (940) 349-7100 Denton, TX 76209 Fax: Clevest: Clevest Solutions Inc. Clevest Victor Holysh, Chief Financial Officer 13911 Wireless Way, Ste 100 Contact: Phone: 604 214 9700 Richmond, BC, V6V 3139, Canada email: contractadministrator clevest.com EAX- 604 2793 207 Ordered Products and Services and Fees: In accordance with the terms of this Agreement, the Client hereby orders the following products and services. All prices listed below are quoted in U.S. currency and are subject to change only in accordance with the terms of this Agreement. Descri tion of Licensed Softwareas amended from time to time in accordance with this Agreement Fees License Type Q Perpetual ❑ Term (n) Years (must be coupled with maintenance for equivalent period) Permitted Line and The license extends to all employees of City of Denton subject to purchased limits. Scope of Business Maximum # of users: 15 WorkSpace (office) and 25 WorkBook (mobile) Users. Product Code Description Quantity MWM-100-002 Clevest MWFM Server License - Oracle based 1 WSP-100-001 Clevest WorkSpace (office) License 15 WSP-100-003 Clevest GIS Overlay License (WorkSpace) 1 MW B-001-007 WorkBook for Windows Standard 25 MWB-001-021 WorkBook GIS Integration 1 MWM-200-016 Clevest MWFM Mobile Service Orders Solution License - NcrthStar 1 MWM-200-017 Clevest MWFM Mobile Service Orders Solution License - CityWorks 1 MWM-200-034 Clevest MWFM OMS Solution License - Schneider 1 MWM-200-0110 Clevest MWFM Locates Solution License 1 (Exhibit H) $130,000 Software version MWFM 5.0 or higher Support and Maintenance and Escrow, as amended from time to time in accordance with this Agreement Support and Maintenance for Licensed Software (Exhibit H) $26,000 Escrow Not Included Initial Terre (if applicable) 0 One (1) Year applicable) ❑Two (2) Years ❑Three (3) Years ❑ Other Years leftist Professional Services as amended from time to time in accordance with this Agreement Professional Services provided under separate Statement of Work a reement. Exhibit H $125,000 initial tartlware as emended from time to time Inaccordance with this EstimatedFees reement Product Code Description Quantity N/A N/A N/A RFP 5821 Page 1 EXHIBIT I DocuSign Envelope ID: 372C048D-AA2A-4C3C-AA69-72EEABBICFF8 Billing Schedule: Perpetual License: $130,000 • Upon contract execution: 25% • Agreed Statement of Work: 15% • Solution loaded in test environment: 40% • Completion of User Acceptance Test: 20% Professional Services: $125,000 Support and Maintenance (year 1): $26,000 • Upon contract execution: 15% • Agreed Statement of Work: 25% • Solution loaded in test environment: 30% • Completion of User Acceptance Test: 30% Travel Expenses: $15,000 (estimated) • Monthly as incurred. Estimate based on 10 person trips for the initial scope of work. Reimbursement will be based on 100% of actual expenses. Copies of expenses shall be provided with each invoice. Payment terms will apply. Not to be exceeded without prior authorization by Client. License: Client agrees to abide by the terms and conditions set forth in the Software License Agreement forming part of this Contract. Support and Maintenance: Client agrees to abide by the terms and conditions set forth in the Support and Maintenance Agreement forming part of this Contract. Professional Services: Client agrees to abide by the terms and conditions set forth in the Professional Services Agreement forming part of this Contract. General Terns and Conditions: Client agrees to abide by the terms and conditions set forth in the General Terms and Conditions forming part of this Contract. Clevest shall provide products andlor services in accordance with the City's document RFP 5821- Worktorce Management Solution Software and Clevest's response to that RFP, a copy of both which are on file at the office of Purchasing Department 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) Software License Agreement (Exhibit "A"); (b) Support and Maintenance Agreement (Exhibit "t3"); (c) Professional Services Agreement (Exhibit "C"); (d) General Terms and Conditions (Exhibit 1.10"); (e) Statements of Work drafted in accordance with the Professional Services Agreement; (f) Request for Proposal ("RFP") and Clevest's response to the RFP (Exhibit "E" on File at the Office of the Purchasing Department); (g) Insurance Requirements (Exhibit "F"); (h) Form CIO — Conflict of Interest Questionnaire (Exhibit "G (i) Contractor's Proposal. (Exhibit •'H"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement, including any mutually agreed amendments made in accordance with the Contract, 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 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 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. 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, Clevest shall promptly cease all further work pursuant to the Contract, with such RFP 5821 Page 2 EXHIBIT 1 DocuSign Envelope ID: 372C048D-AA2A-4C3C-AA69-72EEABBlCFF8 exceptions, if any, specified in the notice of termination. The City shall pay Clevest, 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, Total Contract Amount The contract total for services shall not exceed $366,000. Pricing shall be per Exhibit H, attached. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. ATTEST: JENNIFER WALTERS, CITY SECRETARY FJ:QFAFQ18R194 uSigned b�fy://���BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY DocuSigned by: John Knight BY: CLEVEST SOLUTIONS, INC. BY:L�� AUTHORIZED SIGNATURE 8/31/2015 Date: Name: Victor Holysh Title: CFO Phone Number: 604-214-9700 x268 Email Address: victor.holysh@clevest.com CITY OF DENTON, TEXAS Hzi:�t� BY: Date: GEORGE C. CAMPBELL, CITY MANAGER 9/16/2015 RFP 5821 Page 3 EXHIBIT I DocuSign Envelope ID: 372C048D-AA2A-4C3C-AA69-72EEABBICFF8 EXHIBIT A SOFTWARE LICENSE AGREEMENT 1. DEFINITIONS "Agreement" means the terms and conditions contained in this Software License Agreement, together with the terms and conditions in the Support and Maintenance Agreement, Professional Services Agreement, the General Terms and Conditions and the cover page to which this Software License Agreement is attached or incorporated by reference. "Customizations" means any customizations to the "Clevest" software developed by Clevest on behalf of Client pursuant to the Professional Services Agreement forming part of this Agreement or otherwise. "Documentation" means those technical publications and writings in whatever form relating to the use of the Licensed Software including, but not limited to, references, user manuals, installation guides, systems administrator guides and technical guides, provided or to be provided by Clevest to Client in connection with the Licensed Software. "Intellectual Property Rights" means inventions, patents, copyrights, trade -marks, service marks, industrial designs, design patents, integrated circuit topography rights, applications for registration of any of the foregoing, and know- how, trade secrets, confidential information, trade or business names and any other intellectual property rights. "License Fees" means the license fees to be paid by Client to Clevest for use of the Licensed Software, as specified on the cover page of this Agreement and subject to modification from time to time in accordance with the terms of this Agreement. "Licensed Software" means the software described on the cover page of this Agreement and any Customizations and Upgrades, as well as the associated Documentation. "Maintenance and Support Fees" means the fees to be paid by Client to Clevest for the Maintenance and Support Services. "Maintenance and Support Services" means the maintenance and support services purchased by Client under this Agreement. "Object Code" means computer code that is readable and usable by machines but not generally readable by humans without reverse assembly, reverse compiling or reverse engineering. "Source Code" means computer code and related system documentation that is in human -readable form, including, but not limited to, all comments and any procedural code such as job control language. "Upgrade" means a new release of, or update or enhancement to the Licensed Software, which the Client is entitled to receive pursuant to the terms and conditions of the Support and Maintenance Agreement or for which the Client has paid for outside of the terms and conditions of the Support and Maintenance Agreement. "Warranty Period" has the meaning provided in Section 4.1. 2. GRANT OF LICENSE 2.1 License. Subject to the terms and conditions of this Agreement, and subject to full and timely payment of all License Fees owed hereunder, Clevest hereby grants to Client and Client hereby accepts, a limited, non-exclusive, non- transferable, license (the "License") to: (a) use the functionality of the Licensed Software as licensed and described on the cover page of this Agreement only for the Line of Business specified on the cover page of this Agreement; and (b) make copies of the Licensed Software and Documentation solely for non -production, archival or backup purposes, but only if Client ensures that all copies it makes of the Licensed Software and Documentation under this Section include all proprietary or intellectual property notices recorded on the original items provided by Clevest. 2.2 Scope of use. Client will use the Licensed Software only as permitted in this Agreement. Any additional or other use by Client will require an additional license from Clevest and payment of additional License Fees and, as applicable, Maintenance and Support Fees. 2.3 Object Code only. Client acknowledges and agrees that this Agreement does not grant Client any rights with respect to the Source Code to the Licensed Software. Client covenants and agrees not to translate, create derivative works of, reverse engineer, decompile or disassemble the Licensed Software in whole or in part. Client shall not (i) alter, modify, enhance, adapt, re -arrange, reverse engineer, decompile, disassemble, make works derived from the Licensed Software or attempt to generate or access the Source Code for the Licensed Software, whether by converting, translafing, decompiling, disassembling or otherwise, or (ii) enter or manipulate data or information within the database underlying the Licensed Software other than via the Licensed Software. Client shall not attempt to aggregate users or circumvent Clevest's licensing restrictions via technical means, including, but without limitation, the use of any interface between the Licensed Software and another program that performs functionality substantially similar to the Licensed Software. 2.4 Modification. Client may not modify the Licensed Software without the prior written authorization of Clevest. 25 No sale or license by Client. Client may not sell, loan, lease, rent, license, sublicense, grant a security interest in, distribute, or otherwise transfer rights to or possession of the Licensed Software in whole or in part to any person or entity, or use the Licensed Software in any service bureau or time sharing arrangement, facility management or third party training arrangement or any other arrangement where Client processes the data of a third party. 2.6 Term of license. Subject to the termination provisions in Section 7 of the License Schedule, the License granted hereunder shall take effect as of the Effective Date and shall continue for the initial term specified on the cover page of this Agreement. If such initial term is not a perpetual term, then the License shall automatically renew for successive terns equal to the length of the initial term, unless a party gives written notice to the other party at least thirty (30) days before the expiration of the then - current term advising that it wishes to terminate the License at the end of the then -current term. In addition to any other terns of this Agreement which may modify the License Fees payable hereunder, Clevest may modify the License Fees for renewal terms by providing Client with notice of any License Fee modifications at least sixty (60) days before the expiration of the then -current term. RFP 5821 Page 4 EXHIBIT 1 DocuSign Envelope ID: 372CO48D-AA2A-4C3C-AA69-72EEABBICFF8 2.7 Additional Software. Additional licenses of the Licensed Software which are larger in scope, number or otherwise than as set forth on the cover page of this Agreement shall be agreed upon between the parties in writing, and any such additional Licenses shall incorporate the terms and conditions of this Agreement. Fees for additional licenses will be at the then -current price list published from time to time by Clevest. 2.8 Ownership, Protection and security. Clevest and Client acknowledge and agree that as between Clevest and Client, Clevest owns and will retain title and ownership of all Intellectual Property Rights and other Interests in and to the Licensed Software and Documentation (and all copies of the Licensed Software and Documentation) including, but not limited to, any improvements thereto whether designed, created and/or developed by Clevest, Client or its agents or contractors, subject to the license rights specifically granted to Client in this License Agreement. Client hereby assigns to Clevest any and all right, title and interest it might have in and to any such improvements and all Intellectual Property Rights therein. 2.9 Hardware & Third Party Software. This Agreement does not include the provision of hardware or third party software licenses to Client. 3. DELIVERY AND INSTALLATION 3.1 Delivery of the Licensed Software: Clevest will deliver the Licensed Software to Client at such location as the parties will mutually agree upon in writing. 3.2 Installation. Client shall be responsible for installing the Licensed Software. Installation services may be purchased from Clevest in accordance with the Professional Services Agreement forming part of this Agreement. 4. WARRANTIES AND REMEDIES 4.1 Limited warranty for Licensed Software. Subject to Section 4.2 of this Software License Agreement, Clevest warrants that for a period of 12 months (the "Warranty Period's following the Effective Date, the Licensed Software will substantially conform to the functional specifications contained in the Documentation. Clevest does not warrant that the Licensed Software will operate uninterrupted or that it will be free from minor defects or errors that do not materially affect its performance, or that the applications and functionality contained in the Licensed Software are designed to meet all of Client's business requirements. Client's exclusive remedy and Clevest's exclusive liability for any breach of the warranty made in this Section 4.1 will be that Clevest will use commercially reasonable efforts to repair or replace the affected portion of the Licensed Software and/or the Documentation, at Clevest's sole cost and expense. 4.2 Restrictions. The warranty set forth at Section 4.1 of this Software License Agreement shall not apply if: (i) the Licensed Software is not used in accordance with the Documentation, (ii) the performance failure of the Licensed Software is attributable in substantial part to Client materially deviating from the operating instnictions specified by Clevest for Client's use of the Licensed Software; (iii) Client or another party (other than Clevest or an authorized agent of Clevest) has modified the Licensed Software, (iv) the performance failure of the Licensed Software is attributable in any way to the combination of the Licensed Software with another product or products provided by Client that have not been approved by Clevest or in hardware or an operating environment that is not controlled by Clevest, or (v) Client does not provide notice in writing to Clevest within the Warranty Period specifying the breach of warranty in reasonable detail. 4.3 Other warranties excluded. THE FOREGOING WARRANTIES IN SECTIONS 4.1 AND 4.2 ARE IN LIEU OF ALL OTHER REPRESENTATIONS, WARRANTIES OR CONDITIONS. EXCEPT AS PROVIDED IN SECTIONS 4.1 AND 4.2, CLEVEST MAKES NO OTHER REPRESENTATION, WARRANTY OR CONDITION, EXPRESS OR IMPLIED, AND EXPRESSLY EXCLUDES ALL IMPLIED OR STATUTORY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE WITH RESPECT TO THE LICENSED SOFTWARE. CLEVEST DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND TO CLIENT WITH RESPECT TO ANY HARDWARE OR THIRD PARTY SOFTWARE, 5. PAYMENT 5.1 License Fees. Client will pay to Clevest the License Fees specified on the cover page of this Agreement, as modified in writing and agreed by both parties. 6. INTELLECTUAL PROPERTY INFRINGEMENT 6.1 Intellectual property indemnit . Notwithstanding Section 4.3 of this Software License Agreement, Clevest will defend, indemnify and hold harmless Client and its employees, officers and directors against all actions, proceedings, demands, claims, liabilities, losses, damages, judgments, costs and expenses (including, but without limitation, reasonable legal fees), but excluding incidental or consequential damages suffered or incurred by Client directly (as opposed to incidental or consequential damages suffered or incurred by third parties who are, in tum, seeking the same from Client, which will be covered by the indemnity set forth in this Section), arising from any claim asserted against Client that the Licensed Software, or any portion thereof, infringes any United States or Canadian copyrights, patents, trade secrets, or trade marks of any third party, except to the extent the claim is based on: (a) the use of a prior or modified Licensed Software release if the infringement claim could have been avoided by the use of a current, unmodified Licensed Software release; (b) use of the Licensed Software in a manner not contemplated by the Documentation; (c) Client's negligence; (d) Clevest's compliance with or use of designs, requirements, specifications, instructions or alterations supplied, developed or requested by Client; or (e) the use of the Licensed Software, or any component thereof, in combination with another product or products provided by Client that have not been approved by Clevest; and provided Client gives Clevest timely notice in writing of the institution of such claim, suit or proceeding and permits Clevest to defend, compromise or settle the claim and provides, at Clevest's request and expense, all available information, assistance and authority .to so defend, compromise or settle the claim. Clevest will have sole control of the defense of any such claim, suit or proceeding including, but not limited to, appeals and of all negotiations for settlement, including, but not limited to, the right to effect the settlement or compromise thereof. RFP 5821 Page 5 EXHIBIT 1 DocuSign Envelope ID: 372C048D-AA2A-4C3C-AA69-72EEABBICFF8 6.2 Remedies for infringement. Clevest further agrees that if Client is prevented from using the Licensed Software due to an actual or claimed infringement under Section 6.1 of this Software License Agreement, or if Clevest believes the Licensed Software so infringes, then at Clevest's sole discretion, Clevest may: (a) procure for Client, at Clevest's expense, the right to continue to use the Licensed Software; (b) replace or modify the Licensed Software, at Clevest's expense, so as to become non -infringing, provided that such replaced or modified version of the Licensed Software will operate in a substantially similar manner as the version licensed to Client immediately prior to such replacement or modification; or (c) terminate this License Agreement as it relates to the infringing Licensed Software and return the portion of the License Fees for the infringing Licensed Software representing the remaining useful life of the Licensed Software, calculated on a pro rata basis based on a useful life for the Licensed Software of five years. 6.3 THIS SECTION 6 WILL CONSTITUTE CLEVEST'S ENTIRE OBLIGATION TO CLIENT AND CLIENT'S SOLE REMEDY WITH RESPECT TO ANY CLAIM OF INFRINGEMENT OF THE PROPRIETARY OR INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES RESPECTING THE LICENSED SOFTWARE. TERMINATION 7.1 Termination by Clevest. Notwithstanding anything to the contrary in this Agreement, Clevest, by written notice to Client, may terminate this License or suspend Clevest's further performance without terminating this Agreement upon the occurrence of any of the following: (i) Client terminates or suspends doing business; (ii) Client becomes subject to any bankruptcy or insolvency proceeding under federal or provincial law (unless removed or dismissed within sixty (60) days from the filing thereof), or becomes insolvent, becomes subject to direct control of a trustee, receiver or similar authority, or makes an assignment for the benefit of creditors; (iii) Client fails to pay to Clevest any amount when due hereunder and fails to remedy such failure within fifteen (15) days after receiving written notice thereof from Clevest, or (iv) Client commits a material breach or failure of any of its other obligations under this Agreement and, except for any breach of Client's confidentiality obligations or a breach of Clevest's Intellectual Property Rights, has not cured such breach (or, if the breach or failure is such that its cure would take a longer period, has not commenced and diligently proceeded to cure such breach or failure) within fifteen (15) days after receiving written notice from Clevest specifying such breach or failure. 7.2 Termination by Client. Notwithstanding anything to the contrary 'in this Agreement, Client, by written notice to Clevest, may terminate this License or suspend Client's further performance without terminating this Agreement upon the occurrence of any of the following: (i) Clevest terminates or suspends doing business; (ii) Clevest becomes subject to any bankruptcy or insolvency proceeding under federal or provincial law (unless removed or dismissed within sixty (60) days from the filing thereof), or becomes insolvent, becomes subject to direct control of a trustee, receiver or similar authority, or makes an assignment for the benefit of creditors; or (iii) Clevest commits a material breach or failure of any of its obligations under this Agreement and, except for any breach of Clevest's confidentiality obligations, has not cured such breach (or, if the breach or failure is such that its cure would take a longer period, has not commenced and diligently proceeded to cure such breach or failure) within fifteen (15) days after receiving written notice from Client specifying such breach or failure. 7.3 Survival. Sections 5.1, 7.4, 8.1 and 9.1 and such other provisions as may reasonably be expected to remain in force will survive the expiry or termination of this License or the Agreement and will remain in full force and effect following such expiry or termination. The expiry or termination of this License or the Agreement will not affect the rights of any party to make a claim for damages arising from a breach of any provision of this Agreement which occurred prior to such expiry or termination. 7.4 Obligations on termination. Upon any expiration or termination of this License or the Agreement, (i) Client will immediately cease any and all use of the Licensed Software and Documentation; (ii) Client will immediately return to Clevest or destroy all copies of the Licensed Software and Documentation in Client's possession and delete any copies of the Licensed Software stored on any of Client's computers; and (iii) each party will return to the other party any and all Confidential Information of the other party provided in connection with this Agreement in its possession or control and, upon request from the other party, each will deliver a certificate of an officer of the party certifying the completeness of same. 8. AUDIT 8.1 Audit. During the tern of this License and for twelve months after termination or expiry, Client will permit Clevest and its representatives and agents to conduct periodic audits of Client's relevant books, records and computer systems in order to verify Client's compliance with the terms and conditions of this Agreement. Such audits will be conducted at Client's place of business and/or where the Licensed Software is or was located during Client's normal business hours with reasonable advance notice. Clevest will pay for the cost of the audit unless Clevest reasonably determines from the audit that Client has materially breached this Agreement, in which case Client will reimburse Clevest for the cost of the audit. Client will immediately pay to Clevest all additional amounts owed to Clevest as determined by the audit, together with interest thereon as provided for in this License Agreement. The remedies provided to the Clevest under this Section 8 are not exclusive and any such remedy will be in addition to and not limit any other remedy which Clevest is entitled to seek at law, in equity, by statute or under this Agreement. 9. GENERAL 9.1 Clevest's General Terms and Conditions Schedule attached hereto are part of this Software License Agreement and are incorporated by this reference. Such General Terms and Conditions shall survive any termination or expiry of this Agreement. End of Software License Agreement RFP 5829 Page 6 EXHIBIT I DocuSign Envelope ID: 372C048D-AA2A-4C3C-AA69-72EEAB81CFF8 SUPPORT AND MAINTENANCE AGREEMENT DEFINITIONS "Agreement" means the terns and conditions contained in this Support and Maintenance Agreement, together with the terms and conditions in the Software License Agreement, Professional Services Agreement the General Terms and Conditions and the cover page to which this Support and Maintenance Agreement is attached or incorporated by reference. "Customizations" means any customizations to the "Clevest" software developed by Clevest on behalf of Client pursuant to the Professional Services Agreement forming part of this Agreement or otherwise and shall include, without limitation, custom reports, integrations and custom functionality or features. "Defect" shall mean a reproducible instance of an adverse and incorrect functioning of the Licensed Software that impacts Client's ability to use a functionality described in the Documentation, assuming proper usage of the system and system environment. "Documentation" means those technical publications relating to the use of the Licensed Software including on-line help, references, user manuals, installation guides, systems administrator guides and technical guides, provided or to be provided by Clevest to Client in connection with the Licensed Software. "Intellectual Property Rights" means inventions, patents, copyrights, trade -marks, service marks, industrial designs, integrated circuit topography rights, applications for registration of any of the foregoing, and know-how, trade secrets, confidential information, trade or business names and any other intellectual property rights. "Licensed Software" means the software described on the cover page of this Agreement and any Customizations and Upgrades, as well as the associated Documentation. "Support and Maintenance Fees" means the support and maintenance fees to be paid by Client to Clevest as specified on the cover page of this Agreement and subject to modification in accordance with the terms of this Agreement. "Object Code" means computer code that is readable and usable by machines but not generally readable by humans without reverse assembly, reverse compiling or reverse engineering. "Sandbox" shall mean the testing environment that is used to stage an Upgrade deployment, to be accessed by appropriate Client users for the purpose of verifying Upgrade readiness prior to their activation on the Production environment. "Production" shall mean the production environment that hosts the Licensed Software, accessed by the Client's operational users. "Source Code" means computer code and related system documentation that is in human -readable form, including all comments and any procedural code such as job control language. "Upgrade" means a new release of, or update or enhancement to the Licensed Software, which the Client is entitled to receive pursuant to the terms and conditions of the Support and Maintenance Agreement or for which the Client has paid for outside of the terms and conditions of the Support and Maintenance Agreement. "Version" shall mean the Licensed Software product release identification scheme generally in the form of X.Y.Z, where X.Y represents a major release or base level version, Z represents a minor release level. 2. INTRODUCTION 2.1 This Support and Maintenance Agreement sets forth the terms and conditions under which Clevest will provide maintenance and support (collectively, "Maintenance) to Client for the Licensed Software. All terms not otherwise defined herein have the meanings given to them elsewhere in this Agreement. 3. TERM AND RENEWALS 3.1 Subject to the termination provisions in Section 9 of this Support and Maintenance Agreement, this Support and Maintenance Agreement shall take effect as of the Effective Date and shall continue for the initial term specified on the cover page of this Agreement. 4. CHANGES TO SUPPORT AND MAINTENANCE TERMS 4.1 Clevest reserves the right, from time to time, to change its standard Maintenance terms and conditions by mutual agreement with Client in writing, provided that any change to such terns and conditions will not materially reduce the level of support set forth in this Support and Maintenance Agreement. 5. SUPPORT AND MAINTENANCE FEES 5.2 Support and Maintenance Fees for the initial year of Maintenance are due upon contract execution and invoiced concurrent with the Licensed Software. Support and Maintenance Fees for each subsequent year of Maintenance are due and payable when the previous year's coverage has ended and within thirty (30) days from Client's receipt of a Clevest invoice. If payment is not received in accordance with the payment terms of this Agreement, Clevest shall have the right to discontinue Maintenance without any liability to Client, until such time as Client pays the applicable Maintenance fees in full. Clevest shall have no obligation to provide Client with Maintenance if Client has not renewed Maintenance or paid the applicable Support and Maintenance Fees pursuant to the agreed payment terms. RFP 5821 Page 7 EXHIBIT I DocuSign Envelope ID: 372CQ48D-AA2A-4C3C-AA69-72EEABBI CFFS 5.3. Any Customizations requested by Client may be performed at extra cost to the Client, as described in a Statement of Work to be mutually agreed between the parties pursuant to the Professional Services Agreement forming part of this Agreement. If indicated in the Statement of Work, the Support and Maintenance Fees payable hereunder may be increased by Clevest upon shipment of the Customization to account for any increased Maintenance obligations of Clevest for the Licensed Software after the deployment of any Customization. 6. DESCRIPTION OF SUPPORT AND MAINTENANCE The following describes Clevest's responsibilities during the term of this Support and Maintenance Agreement. Throughout, "hours" and "days" are counted within regular operating hours for the Clevest support centre, excluding local holidays. 6.1 Support (a) Clevest will provide email and telephone technical Support in response to requests from the Client's designated support contacts. Client may designate up to three (3) representatives as such designated support contacts by providing written notice to Clevest. (b) Telephone support hours will be during business working days from Monday- Friday, 9:00 am — 5:00 pm Pacific Standard Time (PST) or Pacific Daylight Time (PDT) if in effect. Email support requests will be received anytime with responses provided during regular support hours. (c) For Severity Level 1 issues, Clevest will respond within one hour, on a 7/24 basis; involve other Clevest personnel as necessary to resolve; and escalate issues from Tier 1 to Tier 2, Customer Care Manager, VP Client Services, COO, and CEO, if and as required. 6.2 Support may include: (a) Application related questions from designated support contact points. (b) Outage notification for application -driven outages. (c) Maintenance of a list of System Improvement Requests (SIRS) and Defects. SIRS are customer suggested enhancements but do not constitute a specific request for additional services. (d) Target response time for acknowledgement of receipt Of support request is within 1 hour during support hours. Target maximum response time is next business day. 6.3 Defect Resolutions Clevest will use commercially reasonable efforts to provide resolution to Defects submitted by Client, pursuant to the target resolution times detailed below. In all cases, target resolution times are predicated on the assumption that the reported Defects are reproducible within Clevest's systems environment, and that they do not involve Defects due to third -party software and/or hardware. Defects that are not reproducible either in Client's or Cevest's environment will be monitored for further information, but it is understood that target resolution times do not apply. Target resolution times also do not apply for Defects that are reproducible only in Client's environment, but not in Clevest's. Depending upon the Defect, Clevest may propose to add instrumentation to the Licensed Software to assist in determining the nature of the Defect's root cause to facilitate Defect resolution. Client agrees that such instrumentation is required as part of the problem analysis, and any delays in approving their deployment will delay the resolution of those Defects. Defect resolutions that require software and/or database changes will be provided in the form of an Upgrade, to be delivered to the Client. Target resolution times begin when Clevest has clarified and confirmed the Defect with Client, and end upon the delivery of the Upgrade to the Client. Installation of the Upgrade into the Client's Sandbox and Production systems is not within the scope of target resolution times and the scope of this Support and Maintenance Agreement. The Client shall be responsible for installation of the Upgrade into their environments unless such work is covered under a separate Statement of Work pursuant to the Professional Services Agreement forming part of this Agreement. Seve Level Clevest Target Response and Resolution Status Updates Times Severity Level 1. The Defect is having a critical impact on Client's ability to conduct business in that the Licensed Response time -- 1 hour 247 Status updates will be provided on an Software is entirely inoperable, or database corruption has Resolution plan -1 day ongoing basis, as required. occurred, and no procedural workaround exists. Target resolution — 3 days Severity Level 2. The Defect is having a severe impact on Client's ability to conduct business, however, major business Response time — 1 hour during business hours Status updates will be provided daily. operations can continue. Procedural work-arounds do not Resolution plan — 2 days exist. Target resolution — 10 days Severity Level 3. The Defect is having a moderate impact Target resolution - next maintenance release None. on Client's business that involves partial, non-critical Lfunctionality loss. Procedural work-arounds exist. 6.4 Version Life All Versions of the Licensed Software that are deployed 6.5 Upgrades either at the Sandbox or in Production are supported for the Client shall be entitled to receive all Upgrades to the duration of the Support and Maintenance Agreement, Licensed Software that are released by Clevest while the however Defect resolution may require Client to deploy an Upgrade to a new version of the Licensed Software. Client isa n for Maintenance. p N g RFP 5821 Page 7 IW145,irj1ai DocuSign Envelope ID:372C048D-AA2A-4C3C-AA69-72EEABBICFF8 Clevest will schedule a semi-annual software Upgrade, incorporating resolutions to Defects and functional enhancements. At Clevest's sole discretion, the software Upgrades may be skipped or deferred to allow sufficient time to incorporate desired Defect resolutions and functionality. If an Upgrade contains functional enhancements to modules for which Client has not purchased a valid License or contains new modules which Client has not purchased, Client shall not have access to such functionality unless such modules are purchased by Client at Clevest's then -current prices. Unless otherwise agreed between the parties pursuant to an order for professional services pursuant to the Professional Services Agreement forming part of this Agreement, Client shall be responsible for deploying any such upgrades to the Client's Sandbox and Production environments, including product and database migration. Client acknowledges and agrees that, in the event that the Licensed Software includes Customizations, additional professional services may be required to test the new version of the Licensed Software so that it functions with such Customizations, and that such professional services are not included as part of the Maintenance to be provided by Clevest under this Support and Maintenance Agreement, unless this Agreement has been specifically extended to include such Customizations. 6.6 Deployment of Upgrades Clevest will provide Upgrades in a format or package with Sufficient instructions such that suitably qualified Client or third party personnel can execute and deploy the Upgrade without the direct involvement of Clevest. After -business hours and weekend support for deployment either to the Sandbox or Production environments are not included as part of the scope of this Agreement. The Client can submit a request for additional services to Clevest which may be negotiated as part of a Statement of Work under the Professional Services Agreement. 6.7 Third -Party Dependencies (a) Maintenance does not cover resolution of Defects which result from: Third party software or hardware Any unauthorized modification to the Licensed Software database schema The combination of the Licensed Software with another product or products provided by Client that have not been approved by Clevest or in hardware or an operating environment that is not controlled by Clevest Any non-Clevest direct modification of the data in the database by means outside of the Licensed Software, or Use of the Licensed Software by Client which is not in accordance with the Documentation. (b) Third -party software includes (but is not limited to): Oracle database Microsoft Internet Explorer Microsoft IIS, Microsoft Office Microsoft Windows Operating Systems Microsoft SilverLight Microsoft. NET Framework (c) Clevest will only support the Licensed Software on platforms for which all components are supported by their respective vendors, under standard conditions, as of the date the support request is made by Client to Clevest. (d) The list of platforms on which each version of the Licensed Software is qualified is decided solely by Clevest. (e) Clevest will only provide support on platforms designated in the Documentation. While it is understood that Clevest does not have responsibility for the set-up and maintenance of third -party software and hardware, Clevest can make recommendations on their parameter settings and configurations, which the Client may review and adopt. Should any recommendation conflict with the Client's adopted settingsloonfigurations, and such situations result in a detrimental product impact to either functionality, performance, or usability, Clevest shall bear no responsibility to support reported Defects that arise from such settings/configurations. The Client will advise Clevest of any proposed changes to settings and configurations for third -party software and hardware in advance. While Clevest will make reasonable commercial efforts to Provide resolutions to Defects with the same third -party software versions as the production system, it is understood that some resolutions may require upgrades to third -party software. In these cases, Clevest will notify the Client of this requirement, and the Client will make arrangements for such upgrades at its own cost. New versions of the Licensed Software may require upgrades to third -party software and hardware. Clevest will advise the Client of these requirements. Should the Client choose to deploy the new versions, the Client will make arrangements for such third -party upgrades at its own cost. 6.8 External Support Dependencies The Client will provide Clevest with VPN accounts and SecureiDs (or other mutually negotiated security and remote access tools) to enable two concurrent users to remotely access both the Sandbox and Production environments. It is understood that unavailability of remote access will result in degraded support levels from Clevest. Should problems arise with accessing the systems remotely during business hours, the Client will provide access to support personnel to resolve them. After -business hours support arrangements will be provided by the Client only when agreed to with Clevest on a case-by-case basis. Clevest will have contacts and access to third -party support, as arranged by the Client, for support. The Client will bear the cost of any contact by Clevest with such personnel, including help desk and after -business hours support as required. 6.9 Client Responsibilities The Client shall provide on Clevest's request periodic database export files from Production and Sandbox for Clevest's use within two (2) business days of a request from Clevest. The Client shall designate at least one, but not more than three, support contacts for the purposes of communicating support issues with Clevest. RFP 5821 Page 8 EXHIBIT I DocuSign Envelope ID: 372C048D-AA2A-4C3C-AA69-72EEABBlCFFS The Client shall endeavor to ensure that the issues escalated to Clevest are issues primarily attributed to the operation of the Licensed Software. Clevest reserves the right to decline to continue to provide support for any issue that it deems to not be primarily derived from the operation of the Licensed Software. ADDITIONAL SERVICES Additional services may be requested by the Client from time to time. The Client must provide prior written request for additional services and such services shall be provided pursuant to the Professional Services Agreement forming part of this Agreement. Additional Services include but are not limited to: 11. OTHER TERMS 8.1 Order of Precedence In the event of any inconsistency between the terms of the Software License Agreement forming part of this Agreement and the terms of this Support and Maintenance Agreement, the terms of this Support and Maintenance Agreement shall control only with respect to determining Clevest's obligations with respect to providing Maintenance. In all other cases, such Software License Agreement will prevail. 8.2 Source Code Escrow. For the protection of Client's rights under this Agreement, Clevest shall establish, if specified on the cover page of this Agreement or otherwise upon request by Client, a source code escrow for the benefit of Client with an escrow agent selected by Clevest pursuant to which Clevest shall deposit the human readable source code for the Licensed Software. The terms of the source code escrow shall be substantially as set forth in a form of escrow agreement to be provided by Clevest, and shall be mutually acceptable to the parties. Client shall pay the amount set forth on the cover page of this Agreement for the escrow agent's fee dnd all other costs and expenses *associated with the source code escrow. Clevest may modify such fees from time to time by providing at least sixty (60) days written notice to Client. 9. TERMINATION 9.1 Termination by Clevest, Notwithstanding anything to the contrary in this Support and Maintenance Agreement, Clevest, by written notice to Client, may terminate this Support and Maintenance Agreement or suspend Clevest's further performance of Maintenance without terminating this Support and Maintenance Agreement upon the occurrence of any of the following: (i) Client terminates or suspends doing business; (ii) Client becomes subject to any bankruptcy or insolvency proceeding under federal or provincial law (unless removed or dismissed within sixty (60) days from the filing thereof), or becomes insolvent, becomes subject to direct control of a trustee, receiver or similar authority, or makes an assignment for the benefit of creditors; (iii) Client fails to pay to Clevest any amount when due hereunder and fails to remedy such failure within fifteen (15) days after receiving written notice thereof from Clevest, or (iv) Client commits a material breach or failure of any of its other obligations under this Support and Maintenance Agreement and, except for any breach of Client's confidentiality obligations or a breach of Clevest's Intellectual Property Rights, has not cured such breach (or, if the breach or failure is such that its cure would take a longer period, has not commenced and diligently proceeded to cure such breach of failure) within fifteen (15) days after receiving written notice from Clevest specifying such breach or failure. 9.2 Termination by Client. Notwithstanding anything to the contrary in this Support and Maintenance Agreement, Client, by written notice to Clevest, may terminate this Support and Maintenance Agreement or suspend Client's further performance of Maintenance without terminating this Support and Maintenance Agreement upon the occurrence of any of the following: (i) Clevest terminates or suspends doing business; (ii) Clevest becomes subject to any bankruptcy or insolvency proceeding under federal or provincial law (unless removed or dismissed within sixty (60) days from the filing thereof), or becomes insolvent, becomes subject to direct control of a trustee, receiver or similar authority, or makes an assignment for the benefit of creditors; or (iii) Clevest commits a material breach or failure of any of its obligations under this Support and Maintenance Agreement and, except for any breach of Clevest's confidentiality obligations, has not cured such breach (or, if the breach or failure is such that its cure would take a longer period, has not commenced and diligently proceeded to cure such breach or failure) within fifteen (15) days after receiving written notice from Client specifying such breach or failure. RFP 5821 Page 9 EXHIBIT 1 DocuSign Envelope 117: 372C048D-AA2A-4C3C-AA69-72EEABB1CFF8 93 Survival. Sections 9.4, 10.1 and 11.1 and such other provisions as may reasonably be expected to remain in force will survive the expiry or termination of this Support and Maintenance Agreement and will remain in full force and effect following such expiry or termination. The expiry or termination of this Support and Maintenance Agreement will not affect the rights of any party to make a claim for damages arising from a breach of any provision of this Support and Maintenance Agreement which occurred prior to such expiry or termination. 9.4 Obligations on termination. Upon any expiration or termination of this Support and Maintenance Agreement, (i) Client will immediately pay to Clevest any amounts then due to Clevest pursuant to the terms of this Support and Maintenance Agreement and (ii) each party will return to the other party any and all Confidential Information of the other party provided in connection with this Support and Maintenance Agreement in its possession or control and, upon request from the other party, each will deliver a certificate of an officer of the party certifying the completeness of same. 10. AUDIT 10.1 Audit. During the term of this Support and Maintenance Agreement and for twelve months after termination or expiry, Client will permit Clevest and its representatives and agents to conduct periodic audits of Client's relevant books, records RFP 5821 and computer systems in order to verify Client's compliance With the terms and conditions of this Support and Maintenance Agreement. Such audits will be conducted at Client's place of business and/or where the Licensed Software is or was located during Client's normal business hours with reasonable advance notice. Clevest will pay for the cost of the audit unless Clevest reasonably determines from the audit that Client has materially breached this Support and Maintenance Agreement, in which case Client will pay the cost of the audit. Client will immediately reimburse Clevest for ail additional amounts owed to Clevest as determined by the audit, together with interest thereon as provided for in this Support and Maintenance Agreement. The remedies provided to the Clevest under this Section are not exclusive and any such remedy will be in addition to and not limit any other remedy which Clevest is entitled to seek at law, in equity, by statute or under this Support and Maintenance Agreement. 11. GENERAL 11.1 Clevest's General Terms and Conditions attached hereto are Part of this Support and Maintenance Agreement and are incorporated by this reference. Such General Terms and Conditions shall survive any termination or expiry of this Support and Maintenance Agreement. End of Support and Maintenance Agreement Page 10 EXHIBIT 1 DocuSign Envelope ID: 372C048D-AA2A4C3C-AA69-72EEABBICFF8 PROFESSIONAL SERVICES AGREEMENT 1. DEFINITIONS "Agreement" means the terms and conditions contained in this Professional Services Agreement, together with the terms and conditions in the Software License Agreement, Support and Maintenance Agreement, the General Terms and Conditions and the cover page to which this Professional Services Agreement is attached or incorporated by reference. 2. SCOPE OF SERVICES 2.1 Assignments. Clevest agrees to provide the professional services ("Assignments") described on separately executed assignment orders (each, a "Statement of Work"), as may from time to time be issued hereunder. Each Statement of Work will be effective, incorporated into and form a part of this Professional Services Agreement, when mutually accepted and duly executed by both parties. 2.2 Statement of Work. Each Statement of Work will define a specific Assignment authorized by Client, the delivery schedule or term, the applicable pricing, and other appropriate terms. 2.3 Precedence. Each Statement of Work will be governed by the terms of this Professional Services Agreement. In the event of any conflict between this Professional Services Agreement and a Statement of Work, the provisions of the Statement of Work will prevail. 2.4 Effect of Professional Services A reement and Statements of Work. By entering into this Professional Services Agreement, Client is not committing or obligating itself to use the services of Clevest. No work or charges are or will be authorized hereunder unless and until authorized in writing by a Statement of Work executed by both parties. 3. PERFORMANCE OF ASSIGNMENTS 3.1 Proiect Managers. For each Statement of Work, each party will designate a project manager whose duties will be to act as the liaison for communications between the parties. Each party may change its project manager at any time by written notice to the other party. 3.2 Schedule. Clevest will begin to perform each Assignment on or before the date specified in the applicable Statement of Work, Clevest will use reasonable commercial efforts to complete each Assignment by the dates provided in such Statement of Work. However, Client acknowledges that the dates specified in a Statement of Work are the best reasonable estimates of Clevest for the time required to complete the Assignment based on the information available to Clevest at the time of entering into a Statement of Work. The dates upon which Clevest is required to start or complete an Assignment will be automatically postponed to the extent that Clevest is delayed by the act or failure to act of Client, or by causes beyond Clevest's reasonable control, or by design, programming, scheduling or technical problems not known to Clevest on the date of any Statement of Work. The sole effect of any delay by Clevest to perform the Assignment will be a corresponding delay in the time for payment by Client. 3.3 Changes in Scope of Work. Requests by Client for changes to or modifications in the scope of the services specified in a Statement of Work will be subject to the following procedure: (a) Client will advise Clevest in writing of the desired change or modification, in such detail and with such additional information as Clevest may reasonably request; (b) Clevest will notify Client within a reasonable period of time of Clevest's estimate of the impact of the desired changes or modifications on the total cost of the Assignment, the time frame for completion and any further aspects RFP 582'1 C that, in the opinion of Clevest. are likely to be affected by the desired changes; and (c) any changes or modifications will be implemented only with the prior written approval of each party's project manager. 3.4 Client Facilities and Assistance. To the extent required by Clevest, Client will at its own cost make available to Clevest certain of its facilities, computer resources, software programs, personnel, and business information as will be required to perform any Assignment hereunder. Without limiting the generality of the foregoing, Client will perform such additional responsibilities, if any, as may be described in a Statement of Work. If Client fails to fulfill its responsibilities in a proper and timely manner and such failure is a direct cause of a delay in the performance of the Assignment or results in additional cost to Clevest, then Clevest will provide to Client a written specification of such delay and Clevest's estimate of the resulting cost (if any). Client will pay to Clevest the cost at Clevest's then current standard time and material rates and charges and any time limits for performance will be extended by a period equal to the length of the delay. 3.5 Subcontractina. Clevest will have the right to use third parties in performance of its obligations and services hereunder and, for the purposes of this Professional Services Agreement, all references to Clevest or its employees will be deemed to include such third parties. 4. PRICE AND PAYMENT 4.1 Prices of Assignments. The services provided by Clevest will be at the pricing set forth in the applicable Statement of Work. In the event a Statement of Work does not reference any fixed pricing, such services will be performed at Clevest's then -current standard time and material rates and charges. To the extent that any Statement of Work contains estimates of pricing or Clevest otherwise provides a pricing estimate to Client, Client acknowledges that such estimated prices are the best reasonable estimates of Clevest based on the information available to Clevest at the time of providing such estimate and are subject to change at any time. Client acknowledges that such estimated prices may change at any time, including without limitation if Clevest is delayed by the act or failure to act of Client, or by causes beyond Clevest's reasonable control, or by design, programming, scheduling or technical problems not known to Clevest on the date of providing such estimate. 4.2 Expenses. Clevest will be reimbursed by Client for all reasonable travel, food, lodging and other out-of-pocket expenses incurred in performance of a given Assignment. Clevest will submit to Client invoices and supporting documentation acceptable to Client, acting reasonably, for such expenses. If employees of Clevest are required to provide services at locations other than at the premises of Clevest, reasonable expenses will include all reasonable travel, accommodation and food expenses of such employees. 4.3 Invoicing. Clevest will submit invoices for charges and expenses hereunder on a monthly or milestone basis and Client will make payment of each invoice in accordance with the terms of this Agreement. 4.4 Other Services. The provision of any services required by Client outside of the scope of the services specified in a Statement of Work will be billed by Clevest to Client at Clevest's then current standard time and material rates and charges. Page 11 EXHIBIT 1 DocuSign Envelope ID: 372CO48D-AA2A-4C3C-AA69-72EEABBICFF8 S. PROPERTY RIGHTS. 5.1 Products of Assi nments and Clevest Prort . Clevest will have exclusive, unlimited ownership rights to all works performed under each Statement of Work and all materials, programs, documentation, designs, information and deliverables prepared hereunder or developed as a result of Assignments, whether prepared or developed by Clevest, Client, or through the collaboration of both parties. Client hereby assigns to Clevest any and all right, title and interest it might have in and to any such materials, programs, documentation, designs, information and deliverables, including without limitation all intellectual property rights therein. Without limiting the foregoing, all systems, programs and specifications, and other materials and hardware owned by Clevest or in the possession of Clevest and used by Clevest in conjunction with the performance of the Assignments hereunder, will continue to belong exclusively to Clevest, whether or not specifically adapted by Clevest for use by Client. Clevest may use in any way which it deems necessary or appropriate any ideas, concepts, know-how or techniques acquired, developed or used by Clevest during the course of this Professional Services Agreement and any Assignment. 5.2 Client Property. Subject to Section 5.1, nothing herein will be construed to restrict, impair or deprive Client of any of its rights or proprietary interest in technology or products that existed prior to and independent of the performance of Assignments or provision of materials by Clevest under this Professional Services Agreement or any Statement of Work. 6. WARRANTIES 6.1 Limited Warranty. Clevest warrants that all Assignments performed under this Professional Services Agreement will be performed in a workmanlike and professional manner in accordance with industry standards. In the event of a breach of this warranty, the sole remedy of Client and sole obligation of Clevest will be to reperform the nonconforming services of an Assignment in accordance with such standards. Clevest will have no obligation to Client for any claim under this Section 6.1 not made within thirty (30) days after the performance of the services giving rise to the claim. 6.2 Exclusion of Other Warranties. THE LIMITED WARRANTY SET OUT IN SECTION 6.1 IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS. EXCEPT FOR THE LIMITED WARRANTY SET OUT IN SECTION 6.1, CLEVEST DISCLAIMS AND CLIENT WAIVES ALL OTHER REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED OR STATUTORY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR TITLE OR NON -INFRINGEMENT AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. THE STATED LIMITED WARRANTY IS IN LIEU OF ALL LIABILITIES FOR DAMAGES ARISING OUT OR IN CONNECTION WITH THE ASSIGNMFNTSAND THIS MASTER SERVICES AGREEMENT. 7. TERM, TERMINATION AND SUSPENSION OF SERVICES 7.1 Term of Professional Services Agreement. This Professional Services Agreement will commence on the Effective Date and will continue in full force, until terminated by either party as provided herein. 7.2 Tenn of Statement of Work. Each Statement of Work will remain in effect until (i) it has expired on its own terms, (ii) the RFP 5821 Assignment authorized thereunder is completed, or (iii) it is terminated by either party as provided herein. 7.3 Termination. Without limiting the remedies otherwise available under this Professional Services Agreement or at law or equity, this Professional Services Agreement or any Statement of Work hereunder may be terminated prior to expiry or completion in accordance with the following: (a) by either party without cause if at any time there are no committed or active Statements of Work between the parties, (b) y either party if the other party commits a material breach or failure of any of its obligations under this Professional Services Agreement and, except for any breach of a party's confidentiality obligations or a breach by Client of Clevest's intellectual property rights, has not cured such breach (or, if the breach or failure is such that its cure would take a longer period, has not commenced and diligently proceeded to cure such breach or failure) within fifteen (15) days after receiving written notice from the non -breaching party specifying such breach or failure; or (c) y either party if the other party becomes subject to any bankruptcy or insolvency proceeding under federal or provincial law (unless removed or dismissed within sixty (60) days from the filing thereof), or becomes insolvent, becomes subject to direct control of a trustee, receiver or similar authority, or makes an assignment for the benefit of creditors. Notice of termination of any one or more Statement(s) of Work will not be considered notice of termination of this Professional Services Agreement unless specifically stated in the notice. 7.4 Effect of Termination. Upon termination or expiry of this Professional Services Agreement or any Statement of Work: (a) Client will pay all sums owing to Clevest under this Professional Services Agreement in accordance with its terms; and (b) each party will return to the other party any and all applicable Confidential Information of the other party received in connection with this Professional Services Agreement in its possession or control and, upon request from a party, the other party will deliver a certificate of an officer of the party certifying the completeness of same. 7.5 Survival. Sections 7.4 and 8.1 and such other provisions as may reasonably be expected to remain in force will survive the expiry or termination of this Professional Services Agreement and will remain in full force and effect following such expiry or termination. The expiry or termination of this Professional Services Agreement will not affect the rights of any party to make a claim for damages arising from a breach of any provision of this Professional Services Agreement which occurred prior to such expiry or termination. 7.6 Suspension of Services. If Client fails to pay Clevest as required by this Professional Services Agreement, without due cause, Clevest will be entitled to immediately suspend all activity relating to this Professional Services Agreement upon delivery of written notice to that effect to Client, and may pursue any other remedies which it may have under this Page 12 EXHIBIT 1 DocuSign Envelope ID: 372CO48D-AA2A-4C3C-AA69-72EEABB1CFF8 Professional Services Agreement or otherwise at law, If any dispute arises between Client and Clevest with respect to Clevest's performance of Assignments or otherwise under this Professional Services Agreement, Clevest and Client will promptly attempt to resolve such dispute. If such a dispute arises, Client will not be entitled to withhold timely payment under this Professional Services Agreement pending resolution of such a dispute. If such payments are made on a timely basis or, if the parties then agree in writing that the payments may be made to an escrow account, are deposited into an escrow account, Clevest will not reduce or suspend services pending resolution of such a dispute. RFP 5821 8. GENERAL 8.1 Cievest's General Terms and Conditions attached hereto are part of this Professional Services Agreement and are incorporated by this reference. Such General Terns and Conditions shall survive any termination or expiry of this Professional Services Agreement. End of Professional Services Agreement Page 13 DocuSign Envelope ID: 372C048D-AA2A4C3C-AA69-72EEABB1CFF8 EXHIBIT 1 EXHIBIT D RFP 5821 Page 14 GENERAL TERMS AND CONDITIONS (c) is already known to a party; or 1. DEFINITIONS (d) is independently developed or discovered by a party "Agreement" without access to Confidential Information of the other party. means the terms and conditions contained in these General Terms and Conditions, together with the terms and 2.4 Permitted Disclosures. Notwithstanding any provisions of this conditions in the Software License Agreement, Support and Maintenance Agreement the Article, either party may disclose the Confidential Information and Professional Services Agreement and the cover page to which these General of the other party to applicable regulatory authorities or if Terms and Conditions are attached or incorporated by reference. required by judicial or administrative process or timely disclosure requirements imposed by law or by stock 2. CONFIDENTIAL INFORMATION exchange policies, provided that such party first provides to the other party prompt notice of such required disclosure, maintains confidentiality to the greatest extent permissible 2.1 Confidentiality. Each party will keep strictly confidential and will and takes such steps as may be reasonable in the not disclose or use for an y purpose other than for performing its circumstances to allow the other party to seek a protective obligations under this Agreement any Confidential Information (as order with respect to the confidentiality of the information hereafter defined) of the other party. Except as expressly required to be disclosed. provided in this Agreement, neither party will obtain any interest in the other party's Confidential Information by reason of this 2.5 Iniunction. The parties acknowledge and agree that the Agreement or by reason of the disclosure of such Confidential breach by either party of any of the provisions of this Section Information pursuant to this Agreement. Each party will take the 2 would cause serious and irreparable harm to the other steps reasonably necessary to protect the confidentiality of the party that could not adequately be compensated for in other party's Confidential Information. Each party will provide the damages and, in the event of a breach by either party of any other party's Confidential Information at least the same level of of such provisions, the breaching party hereby consents to protection that it provides for its own Confidential Information an injunction being issued against it restraining it from any (except that such level of protection will not be less than a further breach of such provision, but such action will not be reasonable level). Each party may disclose the other party's construed so as to be in derogation of any other remedy that Confidential Information only to its directors, officers, agents, the other party may have in the event of such a breach, employees and professional advisors who have a need to know such Confidential Information for the performance of this Agreement, provided that such directors, officers, agents, 2.6 Survival of Confidentiality Oblivations. The obligations of confidentiality provided for in this Section 2 will extend for employees and professional advisors are bound by obligations of five years after the date of termination or expiry of this nondisclosure and non-use substantially the same in scope as those contained in this Section 2. In the event an agent or Agreement, except with respect to trade secrets, for which such obligations will continue in perpetuity. professional advisor is a competitor of the party disclosing its Confidential Information, the party receiving the Confidential Information shall not disclose such information to the competitor 3. PAYMENTANDTAXES without obtaining the disclosing party's prior written consent to do so. Nothing in this Section 2 will restrict a party's use or disclosure 3.1 Invvicin and Pa ent. All invoices by Clevest to Client will of its own Confidential Information. be payable by Client to Clevest within thirty (30) days after completion of services, or receipt of invoice, whichever is 2.2 Definition of "Confidential Information". "Confidential Information" later. If payment is not timely made; interest shall accrue on will mean any information, technical data or know-how including, the unpaid balance at the lesser the rate specified in Texas but not limited to, that which comprises or relates to the other Government Code Section 2251.025 or the maximum lawful .0 party's confidential and proprietary trade secrets, hardware, software (source code and object code), screens, specifications, rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest designs, plans, drawings, data, prototypes, discoveries, research, shall not accrue until ten (10) calendar days after the grounds developments, processes, procedures, intellectual property, for withholding payment have been resolved. market research, marketing techniques and plans, business plans 3.2 and strategies, customer names and other information related to Taxes. The amounts provided for in this Agreement are customers, price lists, pricing policies and financial information or exclusive of all sales, use, goods and services, value added other business and/or technical information and materials, in oral, and other similar taxes, tariffs or duties, all of which will be demonstrative, written, electronic, graphic or machine-readable paid by Client unless client is tax-exempt, excluding lax form and any analyses, compilations, studies or documents, payable on income or capital Clevest,. Concurrently with Confidential Information also includes the terms of this Agreement. payments to Clevest hereunder, r, Client will remit to Clevest all taxes due in respect of the amounts payable by Client 2.3 Exceptions. The foregoing restrictions of confidentialityand non- hereunder. If any taxes are required to be withheld, then use will not apply to information that: Client will pay Clevest an amount such that the net amount received by Clevest after withholding of such taxes will (a) is or becomes publicly available without breach of this equal the amount that would have been otherwise payable under this Agreement. Agreement; (b) is disclosed to a party by a third party, provided such 3.3 Curren. In this Agreement, all references to money or payments will mean the lawful currency set forth on the information was not obtained by said third party, directly cover page of this Agreement and, unless otherwise or indirectly, from the other party on a confidential basis; expressly agreed to in writing, all payments made under this Agreement will be made in that currency. RFP 5821 Page 14 EXHIBIT 1 DocuSign Envelope ID: 372C048D-AA2A-4C3C-AA69-72EEA13B1CFF8 4. LIMITATION OF LIABILITY AND INSURANCE 4.1 Limitation of Liability. NOTWITHSTANDING ANY TERM IN THIS CONTRACT, CLEVEST'S LIABILITY TO CITY OF DENTON OR ITS INSURERS FOR ANY LOSS OR DAMAGE REGARDING THIS CONTRACT SHALL BE LIMITED AS FOLLOWS: 1) FOR THOSE CLAIMS COVERED BY CLEVEST'S INSURANCE WHERE CITY OF DENTON HAS BEEN NAMED AS AN ADDITIONAL INSURED UPON THE APPLICABLE INSURANCE POLICY, CLEVEST'S LIABILITY SHALL BE LIMITED TO THE AMOUNT OF THE APPLICABLE INSURANCE POLICY; 11) FOR ALL OTHER CLAIMS EXCEPT THOSE ARISING AS A RESULT OF CLEVEST'S VIOLATION OF APPLICABLE LAW OR PATENT INFRINGEMENT, CLEVEST'S LIABILITY SHALL IN NO EVENT EXCEED $1,000,000, WHETHER AS A RESULT OF BREACH OF CONTRACT, INDEMNITY, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. 4.2 Damages Exclusions. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INCIDENTAL, PUNITIVE, EXEMPLARY, AGGRAVATED, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST BUSINESS REVENUE, LOST PROFITS, ECONOMIC LOSS, PECUNIARY LOSS, FAILURE TO REALIZE EXPECTED SAVINGS OR LOSS OF BUSINESS OPPORTUNITY), LOSS OF DATA OR PROCUREMENT COSTS, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 4.3 Application of Limitations and Exclusions. Except as otherwise explicitly specified, the limitations in the foregoing Sections 4.1 and 4.2 will apply to all causes of action and regardless of the form of action including, but not limited to, breach of contract, strict liability, tort including, but not limited to, negligence and any other legal or equitable theory. 4.4 Insurance. Clevest shall provide, maintain and pay for liability insurance coverage as required in Exhibit F of this agreement. Clevest shall supply Client with a certified copy of the policy of insurance or a certificate of insurance in which reasonable detail of the required coverage are specified. Clevest shall be responsible for any deductible amounts under the policy except where such amounts may be excluded from Clevest's responsibility, 4.5 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, Clevest, 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, Clevest, Clevest'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. S. CLEVEST 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 CLEVEST, OR CLEVEST'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF CLEVEST'S OBLIGATIONS UNDER THE CONTRACT_ NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR CLEVEST (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM, 5. MISCELLANEOUS 5.1 Authorization. Each party represents and warrants to the other that it has full authorization to enter into and fully perform the terms of this Agreement, that the terms of this Agreement are valid and binding against It, and that entering into and performing this Agreement will not constitute a violation of any law, regulation, contract, or understanding applicable to such party. 5.2 Advertising. Neither party will use the other party's name or trademarks, refer to or identify the other party in any advertising or publicity releases or promotional or marketing correspondence to others, without such other party's written approval. 5.3 Non -Solicitation. During the term of this Agreement and for a period of six months after termination or expiry of this Agreement, neither party will, without the prior written approval of the other party, directly or indirectly solicit the employment, services or assistance of any person employed or engaged by the other party. For clarity, the term of this Agreement shall expire and terminate when each and every one of the License Agreement, Support and Maintenance Agreement and Professional Services Agreement attached hereto have each either expired or terminated. 5.4 Compliance with Policies. Each party agrees to comply at all times with the other party's reasonable rules and regulations regarding safety, security and conduct, of which such party has received prior notice. 5.5 Counterparts. This Agreement may be executed in one or more counterparts (including, but not limited to, by fax or other means of electronic communication producing a printed copy), each of which will be deemed an original, but all of which together will constitute the same instrument. 5.6 Further Assurances. Each of the parties will promptly execute and deliver to the other at the cost of the other such further documents and assurances and take such further actions as the other may from time to time request in order to more effectively carry out the intent and purpose of this Agreement and to establish and protect the rights, interests and remedies intended to be created in favour of the other under this Agreement. 5.7 Remedies not Exclusive. Except for those remedies expressly described as sole, the remedies provided to the parties under this Agreement . are cumulative and not exclusive to each other, and any such remedy will not be deemed or construed to affect any right which any of the parties is entitled to seek at law, in equity or by statute 5.8 Freedom of Action. This Agreement will not be construed in any way to limit Clevest's right to grant any right or license to use, distribute or sublicense any of Clevest's products or related services and any associated documentation. Except as expressly provided in this Agreement, this Agreement does not convey to Client any rights or interests with respect to any current or future product or service. RFA 5821 Page 15 EXHIBIT I DocuSign Envelope ID: 372C048D-AA2A-4C3C-AA69-72EEABB1CFF8 5.9 Time. Time is of the essence in this Agreement 5.10 Amendments. No change or modification of this Agreement will be valid unless it is in writing and signed by each party to this Agreement. 5.11 Relationship. The parties to this Agreement are acting as independent contractors to each other, and nothing in this Agreement will accord any status to a party of being the employee, partner, joint venturer, franchisee or agent of the other, with respect to this Agreement. Nothing in this Agreement will make or be construed to make Clevest and Client partners or agents of each other or to create any other relationship by which the acts of any party may bind the others or result in any liability to the other. 5.12 Assignment. Neither this Agreement nor any of the rights or obligations under this Agreement may be assigned by either party without the prior written consent of the other party, except that a party may, without consent, but upon notice to the other party, assign this Agreement (in its entirety) to a subsidiary or affiliate or to an entity which acquires all or substantially all of the assets and business of the assigning party by merger, sale of assets or otherwise and such assignee agrees in writing with the other party to be bound by the terms and conditions of this Agreement. Any assignee of Client under this Agreement may assume this Agreement only in respect of the specific business of Client for which Client held this Agreement immediately prior to the assignment, and any additional or other use by such assignee Will be subject to Clevest's prior written consent and payment of additional License Fees (as defined in the License Agreement forming part of this Agreement) and Support and Maintenance Fees (as defined in the Support and Maintenance Agreement forming part of this Agreement). Any assignment by Client occurring by operation of law such as on a bankruptcy or amalgamation will be deemed an event of default under this Agreement, entitling Clevest to exercise all of the rights and remedies it would otherwise be entitled to exercise for an assignment made without consent. RFP 5821 Page 16 5.18 Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof, and supersedes all written or oral prior agreements or understandings with respect thereto. There is no representation, warranty, collateral term or condition or collateral agreement affecting this Agreement, other than as expressed in writing in this Agreement. Any purchase order or other instrument of Client accompanying any documents delivered in connection with this Agreement or a Client payment is for Client's internal use only and its terms will not alter or amend the terms of this Agreement. 5.19 Applicable Law. This Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. RFP 5821 Page 17 EXHI 31T 1 DocuSign Envelope ID: 372C046D-AA2AAC3C-AA69-72EEABBiCFF8 5.13 Export Controls. Client will comply with all export laws, restrictions and regulations having application to it, whether of Canada, the United States or any foreign agency or authority, and has not and 5.20 No Waiver. No failure to exercise and no delay in exercising, on will not export, re-export or otherwise transmit, download or use, the part of either party, any right, power or privilege under this directly or indirectly, any software, information, data, or other Agreement will operate as a waiver thereof, nor will any single materials received under this Agreement in violation of any such or partial exercise of any right, power or privilege under applicable restrictions, laws or regulations. this Agreement preclude further exercise of the same right or the exercise of any other right under this Agreement, by statute, 5.14 Force maieure. Neither party will be liable for any delay or failure at law or in equity. to perform any provision of this Agreement if such delay or failure to perform is caused by any factor beyond the reasonable control 5.21 Severability. If any provision of this Agreement is held invalid or of the party, provided that in no event shall lack of financing or otherwise unenforceable, the enforceability of the remaining credit be considered to be beyond the reasonable control of a provisions will not be impaired thereby and, in such an party, or the failure of the other party to comply with its obligations event, such provisions will be interpreted so as to best and responsibilities under this Agreement. This Section will not accomplish the intent of the parties within the limits or apply to any failure to make any payment when due. applicable law; provided, however, that in the event such invalidity, illegality or unenforceability materially and adversely 5.15 Wo— rding. Wherever the singular or masculine form is used in this alters the rights of a party under this Agreement, the parties will Agreement, it will be construed as the plural or feminine or neuter promptly negotiate in good faith an acceptable replacement form, as the case may be, and vice versa, as the context or the Provision. parties require. 5.22 Enurement. Subject to the restrictions on transfer contained in 5.16 Headings. The headings in this Agreement are solely for this Agreement, this Agreement will enure to the benefit of and convenience of reference and will not be used for u purposes of tie binding on the parties and their respective heirs, executors, interpreting or construing the provisions hereof. administrators, successors and assigns. 5.17 Notices. All notices required or eq permitted under this Agreement will be in 5.23 Language of Agreement. At the request of the parties hereto, this Agreement has been drafted in the English language given writing and sent by facsimile transmission, or sent by a commercial courier service, or hand- delivered to the address only. A la demande desarties aux presentes, cette Convention a set forth for each party on the cover page of this Agreement. aa te redige en longue anglais seulement. All notices will be deemed to have been received (i) when 6. SURVIVAL delivered, if sent by commercial courier service or hand -delivered, and (ii) upon completion of successful transmission (as evidenced 6.1 Survival. These General Terms and Conditions shall survive by the confirmation of transmission), if sent by fax. Any party may any termination or expiry of this Agreement. change its address for notices from time to time by wrtten notice in accordance with this Section. End of General Terms and Conditions 5.18 Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof, and supersedes all written or oral prior agreements or understandings with respect thereto. There is no representation, warranty, collateral term or condition or collateral agreement affecting this Agreement, other than as expressed in writing in this Agreement. Any purchase order or other instrument of Client accompanying any documents delivered in connection with this Agreement or a Client payment is for Client's internal use only and its terms will not alter or amend the terms of this Agreement. 5.19 Applicable Law. This Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. RFP 5821 Page 17 DocuSign Envelope ID: 372C048D-AA2A-4C3C-AA89-72EEA13B1CFF8 EXHIBIT 1 EXHIBIT F 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 Departmen4 ask for clamscation of any insurance requirements at any time; however, Contractor shag not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A -M, Best Company rating of at least A or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers: or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Cancellation: City requires 30 day written notice should any .of the policies described on the certificate be cancelled or materially changed before the expiration date. Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that 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 dale 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: Pq 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. IN 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: RFP 5821 Page 15 EXHIBIT I DocuSign Envelope ID: 372C048D-AA2A-4C3C-AA69-72EEABB1CFF8 • any auto, or named as an "Additional Insured" but the insurer • all owned hired and non -owned autos. 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 IN Workers' Compensation Insurance projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with Contractor shall purchase and maintain Workers' §406.096 of the Texas Labor Code and rule 28TAC Compensation insurance which, in addition to 110.110 of the Texas Workers' Compensation meeting the minimum statutory requirements for Commission (TWCC). 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 RFP 5829 Page 16 EXHIBIT I DocuSign Envelope ID: 372CO48D-AA2A-4C3C-AA69-72EEABBICFF8 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, orTWCC-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 contractoes/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 carvers, owner -operators, employees of any such entity, or employees of any entity which famishes 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 contractors current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage' has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 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; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the govemmental 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 RFP 5821 Page 15 EXHIBIT 1 DocuSign Envelope ID: 372C048D-AA2A-4C3C-AA69-72EEABBICFF8 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 Sell -Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor's failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. RFP 5821 Page 16 EXHIBIT 1 DocuSign Envelope ID: 372CO48D-AA2A-4C3C-AA69-72EEABB1 CFF8 EXHIBIT H RFP 5821 Mobile Workforce Management Software Solution Clevest Solutions Inc. Richmond, BC Canada Section A - Impelmentation Services Proposed Number of ITEM UOM Description of Requested Services Lump Sum - CALENDA Cost of Service R Days to Complete Project 1 LS Kickoff $10,000.00 10 2 L5 Integration (OMS, GIS and CIS) $40,000.00 60 4 LS Integration (Cityworks) $30,000.00 30 5 LS DME Staff Training $10,000.00 10 6 LS DME On-site Testing $20,000.00 20 7 LS Roll Out $15,000.00 15 Section B -Annual Costs ITEM LOOM Description Year 1 Year 2 Year 3 Perpetual Licensing Costs 8 LS Pricing shall include annual site licensing for all users, as described in Exhibit 3 - Scope of $130,000.00 $0.00 S0.00 Work. The City estimates approximately 15 office and 25 field users of the software. 9 LS Annual Maintenance&SupportCosts $26,000.00 $26,000.00 $26,000.00 Section C -Additional Services and Information OPTS I HR Optional Remote Support (10 days to 3 months post implementation) Hourly Rate: I $167.50 EXHIBIT 1 Docu � fECtFREO Cert cite bf Cpm 1e#` ton Envelope Number: 372C048DAA2A4C3CAA6972EEABBICFF8 Status: Completed Subject: Please DocuSign: 5821 Contract Documents for Mobile Workforce Management System Source Envelope: Document Pages: 24 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 0 Rebecca Hunter AutoNav: Enabled rebecca.hunter@cityofdenton.com Envelopeld Stamping: Enabled IP Address: 129.120.6.150 Rekord Track�riEg Status: Original Holder: Rebecca Hunter Location: DocuSign 8/31/2015 1:48:52 PM PT rebecca.hunter@cilyofdenlon.com gtaer Eventsgnature Timestamp Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Victor Holysh U—Slo–d br: victor.holysh@devest.com[�JDBX2WA75A247A.. o�.r AAA-'.. CFO Security Level: Email, Account Authentication (Optional) Using IP Address: 192.139.123.34 Electronic Record and Signature Disclosure: Accepted: 8/31/2015 2:03:42 PM PT ID:c6746b2b-008b-4f4c-a3b8-60e487389dba John Knight john.knight@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Julia Klinck julia.klinck@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered 10: FJC �sa�.eny.hn Knighi 1896C2A2H438 Using IP Address: 129.120.6.150 Completed Using IP Address: 129.120.6.150 Sent: 8/31/2015 1:56:07 PM PT Viewed: 8/31/2015 2:03:42 PM PT Signed: 8/31/2015 2:06:16 PM PT Sent: 8/31/2015 2:06:20 PM PT Viewed: 8/31/2015 2:06:57 PM PT Signed: 8/31/2015 2:08:11 PM PT Sent: 8/31/2015 2:08:13 PM PT Viewed: 8/31/2015 2:25:29 PM PT Signed: 9/16/2015 10:00:49 AM PT EXHIBIT 1 nerre.nts J Signature Tirnestamp George Campbell °eCeN —dbgeoSent: 9/16/2015 10:00:52 AM PT City Managerampbell@cityofdenton.com ampbell@cityofdenton.cam C�`°'�" co" Pb�l Viewed: 9/16/2015 10:44:46 AM PT City Manager caeeEgzsF_ City of Denton Signed: 9/16/2015 10:46:10 AM PT Security Level: Email, Account Authentication Using 1P Address: 129.120.6.150 (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Jennifer Walters jennifer.walters@dtyo(denton.com City Secretary City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: CD5ipmtl b�.�y:� /l�r" C5Bcu8 MCD. Using IP Address: 129.120.6.150 Sent: 9/16/2015 10:46:13 AM PT Viewed: 9/17/2015 7:10:23 AM PT Signed: 9/17/2015 7:10:50 AM PT In Perspn SlgrterEvents Signature TimesEam Edtfs3r ©elivefy" Events statxts Timestamp Age.ssnt Delivery Evenfis . Status Timestamp Interi nedtany DeiiveryF-viants . Status Timestatn r ss,Certified [�hvery Events Status s.1 Imestamp Julia Klinck COPIED Sent: 8/31/2015 2:06:18 PM PT julia.klinck@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Robin Fox Sent: 8/31/2015 2:08:13 PM PT Robin.fox@cityofdenton.com Cts PI E Q Viewed: 9/1/2015 9:26:59 AM PT Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Jennifer Bridges LcopI Sent: 9/17/2015 7:10:53 AM PT jen n ifer. bridges@cityofdenton.com Security Level Email, Account Authentication (Optional) EXHIBIT 1 Carbon Copy Events Status Tilmestamp Electronic Record and Signature Disclosure: Not Offered ID: Jerry Fielder jerry.fielder@cityofdenton.com LjC§I �ED Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Jane Richardson yrs T jane.hehardson@cityofdenton.com Q PI E D Security Levet Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Robert Dreskai robert.dreskai@clevest.com C Q PI E D Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Sent: 9/17/2015 7:10:55 AM PT Viewed: 911 71201 5 7:15:00 AM PT Sent: 9/17/2015 7:10:57 AM PT Viewed: 9/22/2015 9:14:43 AM PT Sent: 9/17/2015 7:10:58 AM PT Viewed: 9/17/2015 8:18:19 AM PT fyptaly Everts i"frrstamp EnVllope Summary Events " Status Envelope Sent Hashed/Encrypted Certified Delivered Security Checked Signing Complete Security Checked Completed Security Checked Efectronfc R6cord.alnd:Sighature Disclosure Thnestamps 9/17/2015 7:10:58 AM PT 9/17/2015 7:10:58 AM PT 9/17/2015 7:10:58 AM PT 9/17/2015 7:10:58 AM PT EXHIBIT 1 Electronic Record and Signature Disclosure created on: 4/20/2015 2:25:38 PM Parties agreed to: Victor Holysh ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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EXHIBIT 1 Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will he similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agrec' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 EXHIBIT 2 DRAFT MINUTES PUBLIC UTILITIES BOARD Monday, February 13, 2017 9:00a.m. Service Center Training Room After determining that a quorum of the Public Utilities Board of the City of Denton, Texas is present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on Monday, February 13, 2017 at 9:00a.m. in the Service Center Training Room at the City of Service Center, 901 A Texas Street, Denton, Texas. Present: Chair Randy Robinson, Vice Chair Susan Parker, Charles Jackson, Lilia Bynum, Brendan Carroll, and Allen Bishop Ex Officio Members: Todd Hileman, City Manager and Howard Martin, ACM Utilities Absent: Barbara Russell OPEN MEETING CONSENT AGENDA L PUB17-045 - Consider recommending approval to award a first amendment change order request of $85,000 to the original contract amount of $366,000 via RFP 5821 with Clevest Solutions, Inc. in accordance with the quote provided from Clevest Solutions, Inc. This change order brings the existing contract amount to a new total of $451,000. Change Order contract amendments are allowed per Local Government Code Rule §252.048(4) which allows up to a 25% increase in a contract amount. Board Member Parker motioned to approve item I, second by Board Member Bishop. Vote 5-0 approved. Adjournment 9:40 a.m. EXHIBIT 3 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE APPROVAL OF A FIRST AMENDMENT TO A CONTRACT BETWEEN THE CITY OF DENTON AND CLEVEST SOLUTIONS, INC. FOR MOBILE WORKFORCE MANAGEMENT SOFTWARE AND AUTOMATIC VEHICLE LOCATION SYSTEM FOR DENTON MUNICIPAL ELECTRIC; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 5821—PROVIDING FOR AN ADDITIONAL EXPENDITURE AMOUNT NOT -TO -EXCEED $85,000, WITH THE TOTAL CONTRACT AMOUNT NOT -TO - EXCEED $451,000). WHEREAS, on September 15, 2015, by Ordinance No. 2015-273, the City awarded a contract to Clevest Solutions, Inc. in the amount of $366,000 for Mobile Workforce Management Software; 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 addition of an Automatic Vehicle Location software system 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 practices and fees applicable to the Provider's profession and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The First Amendment, increasing the amount of the contract between the City and Clevest Solution, Inc., which is on file in the office of the Purchasing Agent, in the amount of Eight Five Thousand and 0/100 ($85,000) Dollars, is hereby approved and the expenditure of funds therefor is hereby authorized in accordance with said amendment. The total contract amount increases to $451,000. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY :• EXHIBIT 3 APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY BY: EXHIBIT 4 THE STATE OF TEXAS § COUNTY OF DENTON § FIRST AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND CLEVEST SOLUTIONS, INC. [RFP NO. 58211 THIS FIRST AMENDMENT TO CONTRACT 5821 ("Amendment") by and between the City of Denton, Texas ("City") and Clevest Solutions, Inc. ("Contractor"); The CITY deems it necessary to further expand the goods/services provided by CONTRACTOR to the CITY; NOW THEREFORE, 1. Master Agreement page 3, Total Contract Amount of the Agreement is hereby amended to read as follows: "The contract total for services shall not exceed $451,000." All other provisions of the contract 5821, as heretofore amended, remain in full force and effect. IN WITNESS WHEREOF, the CITY and the CONTRACTOR, have each executed this Amendment, by and through their respective duly authorized representatives and officers on this date RFP 5821 — Amendment 91 Page 1 of 2 DocuSign Envelope ID: 343295B3-258D-4844-B2BC-3647BF2B6F01 EXHIBIT 4 "CITY" CITY OF DENTON, TEXAS A Texas Municipal Corporation TODD HILEMAN CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY LI -A APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY DocuSigned by: By: —E K2AM439 "CONTRACTOR" CLEVEST SOLUTIONS, INC. A Corporation In DacuSigned by: �'� CFO — --46CA82F4006'=4C8... AUTHORIZED SIGNATURE, TITLE RFP 5821 — Amendment 91 Page 2 of 2 DocuSign Envelope ID: 343295B3-258D-4844-B2BC-3647E"b$15d1t A Created Date CLE 'Y EST EXHIBU41a,e Prepared By Company Address 200 - 13700 International Place Richmond, British Columbia V6V 2X8 Email Canada Contact Name Bill To Name Bill To AVL -100-001 AVL -100-002 AVL -900-012 CS -5000 MAI NT -001-001 M B-060-001 M B-059-010 Trey Price City of Denton, Texas 215 E McKinney Street Denton, Texas 76201-4299 United States Clevest AVL Server License - Perpetual Clevest AVL Vehicle License - Perpetual Clevest AVL Interface (Non-MultiSpeak) - Perpetual Clevest Professional Services Clevest Annual Maintenance 30/01/2017 City of Denton TX, Full AVL Ronald Billodeaux ronaid.billodeaux@clevest.com Ship To Name City of Denton, Texas Ship To Electric Engineering - Spencer 1685 Spencer Road Denton, Texas 76205 United States Sierra Wireless Airlink Raven RV50 LTE (North America) Modem Bundle with Panorama windshield Antenna, DC power cable & modem configuration, 3 Year Warranty. Order 1 x AC power supply per Project, P/N: 2000579 Sierra Wireless AirLink GX450 4G XLTE (Verizon) Modem Bundle with Ethernet/Serial/USB/GPS plus WiFi - LTE Bands 2,4,13 - EVDO. Includes Mobile Mark Mag Mount Dome Wideband Antenna to support Global LTE & WiFi; DC power cable & modem configuration, 3 Year Terms and Conditions 100.00% I USD 0.00 10.00% USD 15, 750.00 USD 3,000.00 USD 10, 500.00 Subtotal USD 1.00 5.79% Total Price 3,000.00 USD 50.00 350.00 USD 1.00 3,000.00 USD 7.00 1,500.00 USD 3.00 3,750.00 USD 36.00 612.00 USD 14.00 1,054.00 100.00% I USD 0.00 10.00% USD 15, 750.00 USD 3,000.00 USD 10, 500.00 Subtotal USD 82,038.00 Discount 5.79% Total Price USD 77,288.00 USD 11,250.00 USD 22,032.00 USD 14, 756.00 Included in MWFM project interface to OMS Setup , Implementation and Training for AVL and export to OMS Maintenance for AVL Server Licence, Vehicle License, and OMS integration. • All pricing is subject to the assumptions attached to this pricing matrix ® Customer is responsible for procuring 3rd party software. Example: MS SOL Server, Microsoft OS, ESRI (if required) etc. • CLEVEST AVL requires Cellular data plans and vehicle installation services. Customer to procure services directly from 3rd Party providers. • Pre -configured Solution provided — any requirements outside of this solution shall require additional Professional Service charges Last Modified By Ronald Billodeaux 000uSignEnvelope ID: a4a2one3-2nao4e44B2eo-3n4reF2enFn1 Created Date 3001/2017 CLT«���«�«0���4omo mt/moenmnTXFull xvL ����N�� U�~� 0 ~�wr Prepared By Rona|dBi||odeaux Company Address 200 137OOInternational Place Richmond, British Columbia V6V 2X8 Email ronaid.billodeaux@clevest.com Canada ° Data migration, report upgrades and other ouemmizabonwork will beinvoiced aeadditional Professional Services. ° Additional Professional Service charges are astandard rate of$1.5OOper day ° Travel days billed athalf the daily Professional Services standard rate, i.e. = $750/day • Onsite work: Lodging and transportation will be billed to customer at cost. Living expenses will be billed based upon the GSA per them rate. • Charges for interface work done by incumbent system vendors will be charged separately by those companies. • Customer is responsible for any applicable shipping costs. 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McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-250, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Engineering Services CM/ ACM: Jon Fortune Date: February 21, 2017 SUBJECT Consider adoption of an ordinance amending Chapter 18 of the Code of Ordinances to revise the school safety speed zone for Sam Houston Elementary School along Teasley Lane, for Ryan Elementary School along Ryan Road and to remove the school safety speed zone for Selwyn School along W. University Drive (US 380); providing a penalty of a fine not to exceed two hundred dollars ($200.00); providing a severability clause, providing for publication; and declaring an effective date. The Traffic Safety Commission recommends approval (7-0). BACKGROUND A considerable number of schools (Elementary, Middle and High) within the City of Denton have school zones along adjacent streets that provide access to the schools. School zones are sections of a roadway where the legally enforceable speed limit has been reduced for a specific time period to allow pedestrian crossings in a low vehicle speed environment. Sam Houston Elementary School, Ryan Elementary School and Selwyn School have such school zones along their frontage. The school zone in front of Sam Houston Elementary School is along Teasley Lane, beginning three hundred twenty-five (325) feet east of where Teasley Lane intersects the center line of Pennsylvania Drive to three hundred sixty-five (365) feet west of where Teasley Lane intersects the center line of Lillian Miller Parkway. Similarly, the school zone in front of Ryan Elementary School is along Ryan Road, beginning five hundred (500) feet west of the intersection of Creekdale Drive and Ryan Road and continuing east to a point five hundred (500) feet east of the intersection of Forrestridge Drive and Ryan Road. Also, the school zone in front of Selwyn School is along W. University Drive (US 380), beginning four hundred fifty (450) feet east of where US 380 intersects the center line of Marshall Drive to one thousand two hundred (1,200) feet west of where US 380 intersects the center line of Mesa Drive. These school zones are implemented in both directions and are marked by a regulatory speed limit sign (reduced speed limit) along with the specific time period at the beginning and a speed limit sign (prima facie or posted speed limit) at the end of the zone. Recently, City staff received a request from developers of properties along Teasley Lane and Ryan Road to considering the relocation of the regulatory speed limit sign (reduced speed limit) to accommodate new access driveways to their properties. Also, Selwyn School has recently closed their campus and relocated to another City necessitating the removal of existing speed zone along US 380. Based on the design plans submitted by a developer whose property is located at the north-west corner of the City of Denton Page 1 of 3 Printed on 2/17/2017 povveied by I_egivt9i IN File #: ID 17-250, Version: 1 intersection of Lillian Miller Parkway and Teasley Lane, the access driveway is placed such that the existing school zone sign in the westbound direction would have to be relocated. The approved design plans include construction of a deceleration lane (right turn lane) from westbound Teasley Lane to the project driveway. Due to the location of the access driveway and the associated westbound right turn lane, staff recommends relocating the school zone along Teasley Lane (westbound direction only) approximately 100 feet west of the existing location. Similarly, the design plans submitted by a developer whose property is located on the south side of Ryan Road between Ryan Elementary School and Country Club Road (FM 1830) has a proposed access road such that it would require relocation of the existing school zone sign along eastbound Ryan Road. Based on review of the approved design plans and the existing field conditions along eastbound Ryan Road staff recommends relocating the school zone along Ryan Road (eastbound direction only) approximately 20 feet west of the existing location. As part of a larger roadway widening project, this segment of W. University Drive (US 380) has been under construction for the last couple of years. Originally, there was a 35 mile per hour (mph) speed limit within a school zone along W. University Drive (US 380) in front of the Selwyn school campus. The school has recently relocated and a school zone is no longer required along this section of W. University Drive (US 380). As such, the school zone speed limit has been removed from this segment of W. University Drive (US 380). Traffic Safety Commission agreed on the proposed changes and recommended 7-0 that Council consider School Zone updates along Teasley Lane, Ryan Road and W. University Drive (US 380). OPTIONS - 1. Approve changing the School Zone along Teasley Lane and Ryan Road to accommodate access to new developments along these streets and removal of the School Zone along W. University Drive (US 380). 2. Provide staff with additional direction on proposed school zone changes. 3. Reject the proposed change of the school zone along Teasley Lane, Ryan Road and W. University Drive (US 380). RECOMMENDATION The Traffic Safety Commission considered this item at the February meeting and recommends Option 1 (7-0). ESTIMATED SCHEDULE OF PROJECT It is anticipated the work could be scheduled for completion within a month of Council approval. PRIOR ACTION/REVIEW (Council, Boards, Commissions) The Traffic Safety Commission considered this item at the February meeting. FISCAL INFORMATION The project funding would be covered by developers and TxDOT. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: City of Denton Page 2 of 3 Printed on 2/17/2017 povveied by I_egist9i I;, File #: ID 17-250, Version: 1 Related Key Focus Area: Safe, Liveable & Family -Friendly Community Related Goal: 4.1 Enhance public safety in the community EXHIBITS 1. Map of Teasley Lane at Lillian Miller Parkway 2. Map of Ryan Road near Ryan Elementary 3. Map of US 380 near Selwyn School 4. Ordinance Respectfully submitted: Pritam Deshmukh Senior Engineer - Traffic City of Denton Page 3 of 3 Printed on 2/17/2017 povveied by I_egist9i I;, 1. Teasley Lane - Current vs. Suggested Locations Imagery 02017 Google, Map data 02017 Google 20 ft M -Cd ct O c� NO N W m SALegal\Our Documents\0rdinances\17\SchoolZone (10) (003) sb.doc ORDINANCE NO. AN ORDINANCE AMENDING CHAPTER 18 OF THE CODE OF ORDINANCES TO REVISE THE SCHOOL SAFETY SPEED ZONE FOR SAM HOUSTON ELEMENTARY SCHOOL ALONG TEASLEY LANE AND FOR WAYNE RYAN ELEMENTARY SCHOOL ALONG RYAN ROAD; PROVIDING A PENALTY OF A FINE NOT TO EXCEED TWO HUNDRED DOLLARS ($200.00); PROVIDING A SEVERABILITY CLAUSE; PROVIDING FOR PUBLICATION; AND DECLARING AN EFFECTIVE DATE. WHEREAS, it is in the interest of public safety to change the school safety zone for Sam Houston Elementary School along Teasley Lane and for Wayne Ryan Elementary School along Ryan Road to accommodate access driveways to new developments along these roadway segments; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. Chapter 18 "Motor Vehicles and Traffic" of the Code of Ordinances of the City of Denton, Texas is hereby amending subparagraph (a) (11) of Section 18-210 and amending subparagraph (a) (1) of Section 18-211 which shall read as follows: Sec. 18-210: - Twenty mile -per -hour zone. Based upon an engineering and transportation department investigation heretofore made, as authorized by the provisions of V.T.C.A., Transportation Code § 545.357, the prima facie speed limit of twenty (20) miles per hour for vehicles is hereby determined and declared to be a prima facie reasonable and safe, and such speed limit is hereby fixed for vehicles traveling within the following described school zones: (a) The time periods for the reduced speeds for the school zones described below shall be from 7:00 a.m. until 8:00 a.m. and from 2:30 p.m. until 3:30 p.m. on school days. The location of school zones described below shall be as follows to -wit: (11) Wayne Ryan Elementary School. Both directions on Ryan Road beginning five hundred (550) feet west of the intersection of Creekdale Drive and Ryan Road and continuing east for two thousand seventy-one (2,960) feet to a point five hundred (560) feet east of the intersection of Forrestridge Drive and Ryan Road. Sec. 18-211. - Twenty-five mile -per -hour zone. Based upon an engineering and transportation department investigation heretofore made, as authorized by the provisions of V.T.C.A. Transportation Code § 545.357, the prima facie speed limit of twenty-five (25) miles per hour for vehicles is hereby determined and declared to be prima facie reasonable and safe, and such speed limit is hereby fixed for vehicles traveling within the following school zones: S:\Legal\OurDocuments\Ordinances\17\SchoolZone (10) (003) sb.doc (a) The time periods for the reduced speeds for the school zones described below shall be when the school zone lights are flashing on school days. The location of school zones described below shall be as follows, to -wit: (1) Sam Houston Elementary. Both directions of Teasley Lane beginning three hundred twenty-five (325) feet east of where Teasley Lane intersects the center line of Pennsylvania Drive to four hundred sixty-five (465) feet west of where Teasley Lane intersects the center line of Lillian Miller. ' SECTION 2. An individual adjudged guilty of any provision of this Ordinance shall be guilty of a misdemeanor and punished by a fine not to exceed Two Hundred Dollars ($200.00). SECTION 3. This Ordinance shall be cumulative of all other ordinances of the City of Denton defining school zones and school bus loading zones and shall not repeal any of the provisions of said ordinances except in those instances where provisions of those ordinances are in direct conflict with the provisions of this Ordinance. SECTION 4. If in any section, subsection, paragraph, sentence, clause, phrase or word in this Ordinance, or application thereof to any person or circumstance is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this Ordinance, and the City Council of the City of Denton, Texas hereby declares it would have enacted such remaining portions despite any such invalidity. SECTION 5. This Ordinance shall become effective fourteen (14) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this Ordinance to be published twice in the Denton Record -Chronicle, the official newspaper of the City of Denton, Texas, within ten (10) days of the date of its passage. PASSED AND APPROVED this the day of 52017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY BY: — — F 1/-1 if Page 2 of 2 City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-251, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Engineering Services CM/ ACM: Jon Fortune Date: February 21, 2017 SUBJECT Consider adoption of an ordinance amending Chapter 18 of the Code of Ordinances to revise the speed limits along on W. University Drive (US 380) from IH 35 to the Westerly City limits; providing a penalty of a fine not to exceed two hundred dollars ($200.00); providing a severability clause, providing for publication; and declaring an effective date. The Traffic Safety Commission recommends approval (7-0). BACKGROUND The primary criterion used in establishing a speed limit is called the 85' percentile speed which is determined by performing a speed study for calculating the speed at which 85 percent of the vehicles are traveling long a given stretch of roadway. The 85h percentile speed has been determined as being the speed at which a prudent driver, given the type of street, will drive that roadway under normal driving conditions. Texas Department of Transportation (TxDOT) recently conducted a speed study (attached) to determine the 85 th percentile speed along the segment of W. University Drive (US 380) between IH 35 and the Westerly City limits. Based on the results of the study, TxDOT recommends the following speed limits along various segments of W. University Drive (US 380) between IH 35 and the Westerly City limits. From IH 35 to 500 feet west of Cindy Lane/N. Western Boulevard 45 mph From 500 feet west of Cindy Lane/N. Western Boulevard to Masch Branch Road 50 mph From Masch Branch Road to Western City Limits 65 mph City staff has reviewed the TxDOT speed study and finds the overall results and recommendations acceptable and consistent with state and federal guidelines. As such, staff requests the City Council to approve the updated speed limits on W. University Drive (US 380) from IH 35 to the Westerly City limits. Traffic Safety Commission agreed on the revised speed limits and recommended 7-0 that Council consider updating the speed limits along US 380 between IH 35 and Western City Limits. OPTIONS: 1. Approve the updated speed limits on W. University Drive (US 380) from IH 35 to the Western City limits. 2. Reject the proposed speed limits on W. University Drive (US 380). RECOMMENDATION City of Denton Page 1 of 2 Printed on 2/17/2017 povveied by I_egivt9i IN File #: ID 17-251, Version: 1 The Traffic Safety Commission considered this item at the February meeting and recommends Option 1 (7-0). ESTIMATED SCHEDULE OF PROJECT As this segment of W. University Drive (US 380) is under TxDOT jurisdiction and was recently opened to traffic as a six lane facility, the speed limits have been updated by TxDOT. PRIOR ACTION/REVIEW (Council, Boards, Commissions) The Traffic Safety Commission considered this item at the February meeting. FISCAL INFORMATION The project will be funded by TxDOT. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Public Infrastructure Related Goal: 4.1 Enhance public safety in the community EXHIBITS 1. TxDOT Speed Study 2. Map of W. University Drive (US 380) 3. Ordinance Respectfully submitted: Pritam Deshmukh Senior Engineer - Traffic City of Denton Page 2 of 2 Printed on 2/17/2017 povveied by I_egist9i I;, Texas Department of Transportation January 9, 2017 Control: 0134-09 Highway: US 380 County: Denton Mr. John Davis City Engineer City of Denton 215 East McKinney Denton, TX 76201 Subject: Speed Zones Dear Mr. Davis: Attached for your information and handling is a computer printout of the speed zone study on US 380 in the City of Denton. The speed zone study was done after the completion of the reconstruction project and shows that the recommended speeds correspond to the speeds at which the normal and prudent driver is driving under the existing conditions. To proceed with the changing of the speed limits, TxDOT requires a signed city ordinance matching the zones on the speed study. To assist the City in the preparation of the ordinance, a sample speed zone ordinance has been attached to serve as a guide. Please forward the signed ordinance to our office by February 15, 2017 for further processing. Upon receipt of the ordinance from the City of Denton, TxDOT will furnish and install the necessary signs at the proper locations. Should the City already have an ordinance on file that matches the limits shown on the study, please forward a copy of that to our office for our records. If we may be of further assistance, please feel free to contact Bahman Afsheen, P.E. at the above address or by telephone at 214-320-6229. Sincerely, J�� out. -L, P'E. Andrew R. Oberlander, P.E. District Transportation Operations Engineer Attachments OUR VALUES: People • Accountability • Trust • Honesty OUR MISSION: Through collaboration and leadership, we deliver a safe, reliable, and integrated transportation system that enables the movement of people and goods. An Equal Opportunity Employer M AN ORDINANCE ALTERING THE PRIMA FACIE SPEED LIMITS ESTABLISHED FOR VEHICLES UNDER THE PROVISIONS OF TRANSPORTATION CODE, SECTION 545.356 UPON HIGHWAY NO. OR PARTS THEREOF, WITHIN THE INCORPORATE LIMITS OF THE TOWN OF , AS SET OUT IT - THIS ORDINANCE; AND PROVIDING A PENALTY OF A FINE NOT TO 111.00 FOR THE VIOLATION OF THIS ORDINANCE. WHEREAS, Section 545.356 of the Texas Transportation Code, provides that whenever the governing body of the Town shall determine upon the basis of an engineering and traffic investigation that any prima facie speed therein set forth is greater or less than is reasonable or safe under the conditions found to exist at any intersection or other place or upon any part of a street or highway within the Town, taking into consideration the width and condition of the pavement and other circumstances on such portion of said street or highway, as well as the usual traffic thereon, said governing body may determine and declare a reasonable and safe prima facie speed limit thereat or thereon by the passage of an ordinance, which shall be effective when or other gdace or Aart of the street or highway; NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF 6=0106101 Upon the basis of an engineering and traffic investigation heretofore made as authorized by the provisions of Transportation Code, Section 545.356, the following prima facie speed limits 'n.r-�*fur in,6g�o;4(itir "'W110 LA;C-J'M-A--§�'� such speed limits are hereby fixed at the rate of speed indicated for vehicles traveling upon the named streets and highways, or parts thereof, described as follows: N 00 fl�l 1. That from and after the date of the passage of this speed zone ordinance, no motor vehicle shall be operated along and upon Highway No.,,__ within the corporate limits of the Town• in excess of speeds now set forth in Exhibit "4,": The Mayor of is hereby authorized to cause to be erected, appropriate signs indicating such speed zones. Any person violating any of the provisions of this ordinance shall be deemed guilty of a misdemeanor and upon conviction thereof shall be fined in any sum not to exceed Two Hundred Dollars ($200.00). PASSED AND APPROVED THIS . ......0 DAY OF A.D., 20 Town Secretary Town of Texas APPROVED AS TO LEGAL FORM: Town Attorney Town of Texas Town Manager Town of Texas Town Secretary of the Town of ---, Texas, hereby certify that the above and foregoing is a true and correct copy of Ordinance No. adopted by the Town Council of the Town of ---1 Texas, . A.D., 20 To certify which, witness my hand and seal of office this day of A.D., 20 Town Secretary Town of Texas I i Ln o b i f— mF ! w w T in = i S 30 Z I33HS 3NIIHOIdW I I W o w Ln az I o !`J u Tw t W n o ! a W ® o v I W r i CL Z co 0. I � I ! 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AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AMENDING CHAPTER 18 OF THE CODE OF ORDINANCES BY MODIFYING THE SPEED ZONE ON UNIVERSITY DRIVE (US 380) IN SECTION 18-73; ALTERING THE PRIMA FACIE SPEED LIMITS ESTABLISHED FOR VEHICLES UNDER THE PROVISION OF TRANSPORTATION CODE, SECTION 545.356 UPON THE FOLLOWING ROADWAYS OR PARTS THEREOF, WITHIN THE INCORPORATED LIMITS OF THE CITY OF DENTON; PROVIDING A PENALTY NOT TO EXCEED $200.00 UNLESS THE VIOLATION OCCURS IN A WORK ZONE AND THEN THE PENALTY SHALL NOT EXCEED $400.00; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A REPEALING CLAUSE; PROVIDING FOR PUBLICATION; AND DECLARING AN EFFECTIVE DATE. WHEREAS, Section 545.356 of the Texas Transportation Code provides that whenever the governing body of the City shall determine upon the basis of an engineering and traffic investigation that any prima facie speed therein set forth is greater or less than is reasonable or safe under the conditions found to exist at any intersection or other place or upon any part of a street or highway within the City, taking into consideration the width and condition of the pavement and other circumstances on such portion of said street or highway, as well as the usual traffic thereon, said governing body may determine and declare a reasonable and safe prima facie speed limit thereat or thereon by the passage of an ordinance, which shall be effective when appropriate signs giving notice thereof are erected at such intersection or other place or part of the street or highway; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. Chapter 18 "Motor Vehicles and Traffic" of the Code of Ordinances of Denton, Texas is hereby amended by modifying Section 18-73 regulating speed of vehicles on US 380 or University Drive. Section 18-73, Item XVIII shall read as follows: XVIII. US 380/University Drive A. 65 mph From the Western City Limits to Masch Branch Road. B. 50 mph From Masch Branch Road to 500 feet west of Cindy Lane/N. Western Boulevard. C. 45 mph From 500 feet west of Cindy Lane/N. Western Boulevard to Bonnie Brae Street. D. 35 mph From the Bonnie Brae Street to Locust Street or US 77. E. 40 mph From Locust Street/US 77 to Bell Avenue. F. 45 mph From Bell Avenue to Loop 288 northbound ramp. G. 55 mph From Loop 288 northbound ramp to Riverside Drive. S:\Legai\Our Documents\OrdinancesU Speed Zone Amendment 380 Ordinance.doc H. 60 mph From Riverside Drive to the easterly city limits. SECTION 2. Any person violating any provision of this ordinance shall, upon conviction, be fined a sum not to exceed Two Hundred Dollars ($200.00), unless the violation occurs in a work zone and then the penalty shall not exceed Four Hundred Dollars ($400.00). SECTION 3. This Ordinance shall be cumulative of all other ordinances of the City of Denton defining school zones and school bus loading zones and shall not repeal any of the provisions of said ordinances except in those instances where provisions of those ordinances are in direct conflict with the provisions of this Ordinance. SECTION 4. If in any section, subsection, paragraph, sentence, clause, phrase or word in this Ordinance, or application thereof to any person or circumstance is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this Ordinance, and the City Council of the City of Denton, Texas hereby declares it would have enacted such remaining portions despite any such invalidity. SECTION 5. This Ordinance shall become effective fourteen (14) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this Ordinance to be published twice in the Denton Record -Chronicle, the official newspaper of the City of Denton, Texas, within ten (10) days of the date of its passage. PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY Page 2 of 2 City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-265, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: City Manager's Office CM/ ACM: Todd Hileman Date: February 21, 2017 SUBJECT Consider approval of an ordinance of the City of Denton, Texas, concurring with the City Manager's reorganization of the City of Denton's administrative departments and divisions; and providing an effective date. BACKGROUND In my first few weeks in Denton, I have spent most of my time familiarizing myself with the organization. I've spent a good deal of time with Council Members, outgoing City Attorney Anita Burgess, soon to be retiring ACM Howard Martin, and numerous City staff to identify priorities, areas of focus, and issues of concern in the organization and community in order to put together a reporting structure moving forward that is built to help deal with these issues. The changes proposed below are designed to help facilitate better coordination across functions, enhance accountability for delivery of projects, improve responsiveness and customer service, provide stronger support and direction to our employees, and utilize resources in the City Manager's Office more efficiently. In addition to changes in reporting structure, I have made changes in the way several departments are organized. The attached organization chart proposes a new Capital Projects Department, the sole focus of which will be the design, construction, project management, and successful completion of the City's capital improvement and bond programs. The Water, Wastewater, and Environmental Services departments will be combined into one Utilities Department to facilitate the extensive budget and project coordination necessary in these vital services. The City's Public Information Office and Intergovernmental Relations function will be housed within a new division called Community Affairs, which will also be responsible for coordinating and improving communications with our neighborhoods and Denton area organizations. Revised Organizational Structure CM Hileman: Police and Fire, DME, Community Affairs (new area described below), and Development Services will report directly to me. Community Improvement Services will be organized in the Fire Department under the management of Chief Paulsgrove. ACM Fortune: Jon will oversee the new Capital Projects Department, Streets, Environmental Services, Wastewater, Water, and Solid Waste. This structure will allow him to deal effectively with improving the City of Denton Page 1 of 2 Printed on 2/17/2017 povveied by I_egivt9i IN File #: ID 17-265, Version: 1 coordination of these important departments and ensure that priority is given to delivering results on the recent bond elections, development review coordination, and minimizing duplication of effort. ACM Langley: Bryan's title will be changed to Deputy City Manager/Chief Operating Officer, serving as a clear second in command, and he will retain Finance, Tech Services (IT), Human Resources, Transportation, Administrative Services, Economic Development, Facilities, Fleet, Library, Parks & Recreation, Purchasing & Customer Service, and the Airport function. Community Affairs: John Cabrales will retain the Public Information Office and Intergovernmental Relations responsibilities within a new division called Community Affairs, which will also be responsible for coordinating and improving communications with our neighborhoods and Denton area organizations. This new department and role leverages John's strengths and allows him to focus his efforts on critical communication issues for our community. EXHIBITS Exhibit 1 - Ordinance Respectfully submitted: Todd Hileman City Manager City of Denton Page 2 of 2 Printed on 2/17/2017 povveied by I_egist9i I;, SAI-egal\Our Documents\Ordinances\17\City Manager Reorganization Ordinance.doc ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS CONCURRING WITH THE CITY MANAGER'S REORGANIZATION OF THE CITY'S ADMINISTRATIVE DEPARTMENTS AND DIVISIONS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, City Manager Todd Hileman commenced his employment with the City of Denton on January 23, 2017; and WHEREAS, since that date, one of his primary goals has been to evaluate the performance of each of the City's administrative departments and divisions; and WHEREAS, upon conclusion of his evaluation, the City Manager has determined that a reorganization of the City's administrative departments and divisions is necessary to provide optimal efficiency and effectiveness; and WHEREAS, the City Council finds that this Ordinance is in the public interest; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitals and findings contained in the preamble of this Ordinance are incorporated into the body of this Ordinance. SECTION 2. The City Council hereby concurs with the City Manager's reorganization of the City's administrative departments and divisions as depicted in the chart attached hereto as Exhibit "A". SECTION 3. The Council acknowledges that the City Manager may make minor modifications to the organizational structure after this Ordinance is adopted. Any major modifications shall be presented to the Council for concurrence via Ordinance. SECTION 4. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 12017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: S:ALega1\0ur Documents\Ordinances\17\City Manager Reorganization Ordinance.doc APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY c Page 2 Exhibit "A" City of Denton Organization Chart City Manager Todd Hileman Deputy City Manager/C00 Assistant City Manager Bryan Langley Jon Fortune Administrative Capital Projects Services Finance I Utilities Human Resources I I H Water Technology Services I I W Wastewater LibraryI I ' I Environmental "'� Services Parks & Recreation Streets Transportation Solid Waste Economic Development Facilities/Fleet Purchasing & Customer Service Denton Enterprise Airport Police Denton Municipal Electric Development Services Community Development Fire Community Improvement Services Community Affairs City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: Al 6-0004, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services ACM: Jon Fortune DATE: February 21, 2016 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas setting dates, times, and place for public hearings on the proposed annexation of certain property generally located north of Ryan Road, west of FM 2181 (Teasley Lane) and Lake Forest Good Samaritan Village, and east of Country Club Road by the City of Denton, Texas, authorizing and directing the City Secretary to publish notice of such public hearings. BACKGROUND On March 3, 2015, the City Council adopted Ordinance 2015-072, accepting a Non -Annexation Agreement (NAA) for agricultural, wildlife management, or timberland use properties within an area of land generally located on the north and south sides of Ryan Road, consisting of approximately 85 acres. The subject property was included in the NAA. The NAA was scheduled to terminate on March 1, 2016. However, prior to termination of the NAA, the property owner(s) requested an extension of the NAA to enable the creation of a Pre -Annexation Development Agreement (PADA) pursuant to the Local Government Code for the properties located on the south side of Ryan Road. The 4.7 acre subject property was not included in the PADA. On February 16, 2016, staff presented to City Council an analysis outlining the intent of a PADA and associated advantages of creating a comprehensive development agreement for the subject site. On March 1, 2016, the City Council extended the NAA for an additional 120 days to afford staff and the developer the opportunity to author the proposed PADA. With the extension, the NAA was scheduled to expire on June 29, 2016. On June 7, 2016, staff requested a second extension of the NAA to allow more time for the PADA preparation. At the meeting, the City Council extended the NAA for an additional 90 days. With the extension, the NAA was scheduled to expire on September 5, 2016. On August 9, 2016, the PADA was presented to City Council and on August 16, 2016, the City Council approved PADA. Since the 4.7 acre subject property was not included in the PADA, is already developed and with no reason to extend the NAA, the City Council directed staff to initiate an involuntary annexation of the subject property. The purpose of this ordinance is to establish public hearing dates for the annexation. The tentative schedule for this annexation is as follows: • February 21, 2017 - City Council meeting setting the Pt and 2nd public hearing dates and authorizing the City of Denton Page 1 of 3 Printed on 2/17/2017 povveied by I_egivt9i IN File #: Al 6-0004, Version: 1 publication of notice of the public hearings • March 7, 2017 - 1" Public Hearing • March 21, 2017 - 2" Public Hearing • April 11, 2017 -First Reading of the Annexation Ordinance • April 12, 2017 - Publication of the Annexation Ordinance in the newspaper • May 16, 2017 - Second Reading and Adoption of the Annexation Ordinance OPTIONS 1. Approve as submitted. 2. Approve subject to conditions. 3. Deny. 4. Postpone consideration. 5. Table item. RECOMMENDATION Staff recommends approval of the Ordinance setting dates, times, and place for public hearings on the proposed annexation of the subject property. PRIOR ACTION/REVIEW (Council, Boards, Commissions) March 3, 2015, the City Council adopted Ordinance 2015-072, approving an NAA for the subject property with a term set to expire on March 1, 2016. February 16, 2016, the City Council received a presentation from staff on the intent and potential benefits of a PADA and requested extension of the NAA. March 1, 2016, the City Council adopted Ordinance 2016-079, extending the NAA for 120 days, expiring June 29, 2016. June 7, 2016, the City Council adopted Ordinance 2016-156, extending the NAA for 120 days, expiring September 5, 2016. August 9, 2016, the City Council received a presentation from staff on the general framework and requirements of the proposed PADA. August 16, 2016, the City Council approved PADA. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. City of Denton Page 2 of 3 Printed on 2/17/2017 povveied by I_egist9i I;, File #: Al 6-0004, Version: 1 The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Economic Development Related Goal: 3.4 Encourage development, redevelopment, recruitment, and retention EXHIBITS 1. Location Map 2. Zoning Map 3. Draft Ordinance 4. Staff Presentation Respectfully submitted: Munal Mauladad Director of Development Services Prepared by: Ron Menguita Long Range Planning Administrator City of Denton Page 3 of 3 Printed on 2/17/2017 povveied by I_egist9i I;, SITE Parcels Roads Al 6-0004 Andrus Property COD fit&T!fAfit&T!fAfit&T!fAfi ETJ NAA 8/1/20 Site Location 0 205 410 820 Feet CSTY OF DENTON Development Services . GBS Dace: 10/10/2016 Ih eeCiPyYoffDentop and have been madeos de lr ento the publichbased on the Publi llnPormfst oo it of oThDe City of Denton) makeseeveey eff rt to peoduceesnd publish the mostpourrenb Us rather dt accurate information posssble. No warprant iesthexp essetd or IlimplieoY are provided for the data herein, its use, or its Interpretation. Utilization ofthis map Indicates understanding and acceptance of th is statement. I Al 6-0004 Andrus Property Zoning Map ETJ th eeCiPyYoffDentop and have been madeos dalPab ento the use.These on the Publi llnPormfst oo 'tct ThDe City of Denton) makeseeveey eff rt to peoduceeand publish the mostpourrenb Us rather dt accurate information posssble. No warprant iesthexp essetd or IlimplieoY are provided for the data herein, its use, or its Interpretation. Utilization ofthis map Indicates understanding and acceptance of th is statement. I ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, SETTING DATES, TIMES, AND PLACES FOR PUBLIC HEARINGS ON THE PROPOSED ANNEXATION OF CERTAIN PROPERTY GENERALLY LOCATED NORTH OF RYAN ROAD, WEST OF FM 2181 (TEASLEY LANE) AND LAKE FOREST GOOD SAMARITAN VILLAGE, AND EAST OF COUNTRY CLUB ROAD BY THE CITY OF DENTON, TEXAS, AUTHORIZING AND DIRECTING THE CITY SECRETARY TO PUBLISH NOTICE OF SUCH PUBLIC HEARINGS. (A16-0004) WHEREAS, pursuant to Section 43.061, Subchapter C-1, Local Government Code, a home rule city is authorized to annex certain areas that are not required to be in an annexation plan, and the City desires to pursue annexation of a certain 4.7 acres of property located generally north of Ryan Road, west of FM 2181, and east of Country Club Road, more commonly known as 1101 E Ryan Road, and more particularly described in Exhibit A attached hereto and incorporated herein (the "Andrus Property"); and WHEREAS, Section 43.035, Subchapter B, Local Government Code requires the City to make offers of non -annexation development agreements to the owners of all properties which have been appraised for ad valorem tax purposes as land for agricultural, wildlife management or timberland within the area to be annexed; and WHEREAS, under a non -annexation agreement between an eligible property owner and the City, the land subject to the agreement retains its extraterritorial status and the owners of such land must abide by the City's development regulations as if such land were within the City limits, as provided further in such agreement; and WHEREAS, the City has offered said non -annexation agreement for a one year term in light of the rapid growth of the Denton area, the need to assure orderly growth, and the inadequate land area currently within the Denton city limits; and WHEREAS, on March 3, 2015, the City Council adopted Ordinance 2015-072, accepting a Non -Annexation Agreement (NAA) for the Andrus Property, which was then extended for 120 and 90 days on March 1, 2016 and June 7, 2016, respectively; and WHEREAS, the NAA expired on September 5, 2016 and the City sent the property owners of the Andrus Property a notice of its intent to annex on October 6, 2016; and WHEREAS, the Denton City Council deems it to be in the best interests of the citizens of the City of Denton to pursue annexation of the Andrus Property; and WHEREAS, the City Council desires to set public hearings in this matter for this purpose; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. On the 7th day of March at 6:30 p.m. and the 21st day of March 2017 at 6:30 p.m. in the City of Denton City Council Chamber of City Hall, 215 E. McKinney Street, Denton, Texas, the City Council will hold Public Hearings giving all interested persons the right to appear and be heard on the proposed annexation by the City of Denton, Texas of the property described in Exhibit A. SECTION 2. The City Secretary of the City of Denton, Texas, or her designee, is hereby authorized and directed to cause notice of such public hearings to be published once in the newspaper having general circulation in the City and in the above described territory not more than twenty days nor less than ten days prior to the date of such public hearings and to publish the dates, times, and locations of the public hearings on the City's website, in accordance with Chapter 43 of the Texas Local Government Code. PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY BY: Exhibit A All that certain lot, tract or parcel of land lying and being situated in the County of Denton, State of Texas, and presently being embraced by the Denton city limit boundaries of record and established by the annexation ordinances as follows: Ordinance 2001-090 and Ordinance 1973- 017; and being situated in the T. Peacock Survey, Abstract Number 1589 and the C. Poullalier Survey, Abstract Number 1006 and being part of the 5.518 acre tract of land as described in the deed to Jean Ann Baker and James Samuel Tull from Melbagene Tull Ryan as recorded by County Clerk file number 2011-119346, Real Property Records, Denton County, Texas, and being more particularly described as follows: COMMENCING at a point in the centerline of Ryan Road and being the southwest corner of said C. Poullalier Survey and the southeast corner of said T. Peacock Survey and being a corner of the existing Denton city limits as established by Ordinance No. 2001-090 and being a corner of the existing Denton city limits as established by Ordinance No. 1973-017; THENCE North along the existing Denton city limits established by Ordinance No. 2001-090 and Ordinance No. 1973-017, a distance of 30 feet to a point for a corner and a corner of said Denton city limits established by Ordinance 2001-090 and being the point of beginning of the herein described tract; THENCE West along the north line of said Ryan Road and a north line of said Denton city limits established by Ordinance 2001-090, a distance of 805.47 to a point for corner on the west line of said 5.518 acre tract also being a corner of said Denton city limits established by Ordinance 2001-090; THENCE North along a west line of said existing Denton city limits established by Ordinance 2001-090 and along the west line of said 5.518 acre tract a distance of 239.41 feet to a point for a corner being the southwest corner of Lot 1, Block E of the Montecito Del Sur, an Addition to the City of Denton, Denton County, Texas, according to the Plat thereof, recorded in Volume 9, Page 34, of the Plat Records of Denton County Texas and being the northwest corner of said 5.518 acre tract, also being a corner of said Denton city limits established by Ordinance No. 1973-017; THENCE North 88 degrees 14 minutes 27 seconds east, along a south line of said Montecito Del Sur Addition and along a south line of said Denton city limits established by Ordinance No. 1973-017 and along the north line of said 5.518 acre tract a distance of 832.73 feet to a point for a corner and being a corner of said existing Denton city limits as established by Ordinance 1973- 017 and being the northeast corner of said 5.518 acre tract; THENCE South 00 degrees 33 minutes 12 seconds east, along the east line of said 5.518 acre tract and along a east line of said Montecito Del Sur Addition and along said Denton city limits as established by Ordinance 1973-017 a total distance 252 feet more or less to the POINT OF BEGINNING and containing 4.7 acres of land. City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-168, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Department of Economic Development CM: Todd Hileman DATE: February 21, 2017 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, Nunc Pro Tunc, correcting an inadvertent mistake in Ordinance No. 2016-341 relating to an Economic Development Program Grant Agreement with Sally Beauty LLC pursuant to Chapter 380 of the Local Government Code for making grants of public money to promote Economic Development; providing for a severability clause; and providing for an effective date. BACKGROUND On November 1, 2016, Denton City Council approved an Economic Development Program Grant Agreement (Ordinance No. 2016-341) for Sally Beauty equal to 50% of the increase in the City's ad valorem taxes generated by the 3900 Morse Street property for three years while maintaining a $28.6 million dollar valuation threshold for both the Morse Street and Colorado Boulevard properties, and the maintenance of a minimum of 250 jobs and an average annual wage of $51,800 at the Morse Street facility. Economic Development staff had the grantee sign an Agreement that was attached as an exhibit when the item was first presented to Council on September 20, 2016. Council requested staff negotiate additional conditions, which increased the threshold and added minimum employment and average annual wage conditions. Staff had the grantee sign a revised agreement after negotiations, creating two signed versions of the Agreement. Due to an inadvertent clerical error, the Agreement adopted by Ordinance No. 2016-341 included the earlier version of the Agreement from the September 20, 2016, Council meeting. Staff and grantee request that the correct Agreement and Nunc Pro Tune ordinance be used to fix this error. This ordinance will correct the mistake in Ordinance 2016-341 by replacing the adopted agreement with Exhibit "B" of the Nunc Pro Tune ordinance. Ordinance 2016-341 will still be valid and in effect, but it will have the correct and final Agreement. PRIOR ACTION/REVIEW (Council, Boards, Commissions) November 1, 2016 - Council approved an Economic Development Program Grant Agreement (Ordinance No. 2016-341) for Sally Beauty equal to 50% of the increase in the City's ad valorem taxes generated by the 3900 Morse Street property for three years while maintaining a $28.6 million dollar valuation threshold for both the Morse Street and Colorado Boulevard properties, a minimum of 250 jobs and an average annual wage of $51,800 at the Morse Street facility. September 20, 2016 - The Council requested staff negotiate additional conditions regarding thresholds, City of Denton Page 1 of 2 Printed on 2/17/2017 povveied by I_egivt9i IN File #: ID 17-168, Version: 1 minimum employment and minimum average annual wages. March 9, 2016 - The Economic Development Partnership Board recommended approval of a three-year, 50% rebate grant of City ad valorem tax revenue attributable to the improvements at 3900 Morse Street resulting in an increase of assessed value (8-0). STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Economic Development Related Goal: 3.4 Encourage development, redevelopment, recruitment, and retention EXHIBITS Exhibit 1 - Ordinance 2016-341 (Exhibit "A": Agreement; Exhibit "B": Correct Agreement) Respectfully submitted: Caroline Booth Director of Economic Development Prepared by: Erica Sullivan Economic Development Analyst Economic Development Department City of Denton Page 2 of 2 Printed on 2/17/2017 povveied by I_egist9i I;, ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, NUNC PRO TUNC, CORRECTING AN INADVERTENT MISTAKE IN ORDINANCE NO. 2016-341 RELATING TO AN ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH SALLY BEAUTY SUPPLY LLC PURSUANT TO CHAPTER 380 OF THE LOCAL GOVERNMENT CODE FOR MAKING GRANTS OF PUBLIC MONEY TO PROMOTE ECONOMIC DEVELOPMENT; PROVIDING FOR A SEVERABILITY CLAUSE; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, on November 1, 2016, the City Council adopted Ordinance No. 2016-341, which ordinance approved an Economic Development Grant Agreement ("Agreement") between the City and Sally Beauty Supply LLC ("Grantee"), for the purpose of stimulating business activity in the City and promoting the public interest, a copy of said ordinance and Agreement are attached as Exhibit "A"; and WHEREAS, due to an inadvertent clerical mistake, the Agreement adopted by Ordinance No. 2016-341 is not the correct and final version, rather it is an earlier version of the Agreement; and WHEREAS, specifically, the Agreement, as adopted, incorrectly reflects an assessed valuation of improvements to be $22,000,000.00, whereas the correct valuation should reflect $28,600,000.00, as was intended by the City and Grantee; and WHEREAS, both City Staff and the Grantee request that this inadvertent mistake be corrected and that the correct and final version of the Agreement, attached as Exhibit "B", replace the incorrect Agreement version; and WHEREAS, the City Council has the inherent power to retroactively correct such mistakes to reflect the correct and final version of the Agreement negotiated between the City and the Grantee; and WHEREAS, the City Council finds that the action taken herein is in the public interest; NOW, THEREFORE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference. SECTION 2. Ordinance No. 2016-341 is hereby amended to the limited extent necessary to correct an inadvertent clerical mistake by replacing the incorrect Agreement attached to Ordinance No. 2016-341, with the correct Agreement version attached herein as Exhibit "B". SECTION 3. All other provisions of Ordinance No. 2016-341 not specifically amended herein shall continue in force and effect; however, the provisions of this ordinance shall govern and control over any conflicting provisions of Ordinance No. 2016-341, to the extent of any such conflict. SECTION 4. This Ordinance shall take effect immediately on its passage and approval. PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURG�SS, CITY ATTORNEY BY: — Jz sAlegal\our documents\ordinances\16\sa1ly 2016 Exhibit A ORDINANCE NO. 2016-341 AN ORDINANCE ESTABLISHING AN ECONOMIC DEVELOPMENT PROGRAM UNDER CHAPTER 380 OF THE LOCAL GOVERNMENT CODE FOR MAKING GRANTS OF PUBLIC MONEY TO PROMOTE ECONOMIC DEVELOPMENT AND TO STIMULATE BUSINESS ACTIVITY IN THE CITY OF DENTON; APPROVING AN ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH SALLY BEAUTY SUPPLY LLC, SETTING FORTH THE VARIOUS CONDITIONS PRECEDENT TO SALLY BEAUTY SUPPLY LLC RECEIVING THE PROGRAM GRANT; PROVIDING FOR A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Sally Beauty Supply LLC ("Grantee") has made a request of the City of Denton to establish an economic development program under Chapter 380 of the Texas Local Government ("Chapter 380") to stimulate the development of commercial property within the City of Denton; and WHEREAS, the City Council by this Ordinance is establishing an economic development program under Chapter 380 which will stimulate business activity in the City and promote the public interest (the "Program"); and WHEREAS, to effectuate the Program, the City and Grantee have negotiated an Economic Development Grant Agreement (the "Agreement"), a copy of which is attached hereto and made a part hereof by reference; and WHEREAS, the City Council finds that the Program and Agreement promote economic development and will stimulate commercial activity within the City of Denton for the benefit of the public; NOW, THEREFORE; THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitals and findings contained in the preamble of this Ordinance are incorporated into the body of this Ordinance. SECTION 2. The City Manager, or his designee, is hereby authorized to execute the Agreement on behalf of the City of Denton and to carry out the City's responsibilities and rights under the Agreement, including without limitation the authorization to make the expenditures set forth in the Agreement. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. sAlegal\our documents\ordinances\16\sally 2016 380 ord.doc PASSED AND APPROVED this the I day of ATTEST: JENNIFER WALTERS, CITY SECRETARY API'R)JVI:;D AWl'O LEGAL FORM: ANIT 131,RGESS, CITY ATTORNEY BY: �- W�w�-;7Z�f Page 2 0 v W , 2016. ISIS '�,/A`I"-1"S, MA ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH SALLY BEAUTY SUPPLY LLC This Economic Development Program Grant Agreement ("Agreement") is made and entered into as of the effective date provided for below, by SALLY BEAUTY SUPPLY LLC (the "Grantee"), a Delaware corporation, and the CITY OF DENTON (the "City"), a Texas municipal corporation, for the purposes and considerations stated below: WHEREAS, this Agreement is authorized by and made pursuant to the economic development program provisions of Chapter 380 of the Texas Local Government Code (the "Act") to promote local economic development and to stimulate business and commercial activity in the City of Denton; and WHEREAS, Grantee is contemplating the development of that certain real property located within the city limits of the City as more particularly described in Exhibit "A" attached hereto and made a part hereof by reference (the "Property"); and WHEREAS, on the 8th day of December, 2015, Grantee submitted an application for economic development incentives with various attachments to the City concerning the contemplated use and development of the Property, which is on file in the City's Office of Economic Development, a copy of which is attached hereto and made a part hereof by reference as Exhibit "I3" (the "Application for Economic Development Incentives"); and WHEREAS, on the 9d' day of March, 2016, the Economic Development Partnership Board reviewed the Grantee's Application for Economic Development Incentives and unanimously (8-0) recommended Council approval of a three-year, 50% grant of City ad valorem taxes attributable to Improvements resulting in an increase of assessed value (the "Grant"); and WHEREAS, the City Council finds that the contemplated use and development of the Property, the proposed improvements provided for herein that will remodel the interior space at 3900 Morse Street to accommodate an increase in the Grantee's employee base at that location, and the other terms and conditions of this Agreement will promote economic development; business retention and expansion efforts; and will stimulate development activity within the City of Denton for the benefit of the public; NOW, THEREFORE, the City and Grantee for and in consideration of the Property and the promises contained herein do hereby contract, covenant and agree as follows: I. CONDITIONS OF THE GRANT A. In consideration of this Agreement, the retention of the Grantee's ongoing business and investment within the City of Denton; the planned improvements of an interior remodel at the 3900 Morse property; and subject to the Grantee meeting all the terms and conditions of the Grant as set forth herein, the City hereby grants the following: A Grant equal to 50% of City ad valorem taxes attributable to Improvements (as the term "Improvements" is defined below) resulting in an increase of assessed value (excluding land value), above the base year of January 1, 2016, solely from the property located at 3900 Morse Street as determined by the Denton Central Appraisal District, of real property improvements to and tangible personal property (excluding inventory, vehicles and supplies) located on the 3900 Morse Street Property, but only if the combined assessed valuation of the 3900 Morse Street and the Sally Beauty headquarters facility located at 3001 Colorado is at least $22,000,000 in assessed valuation, as determined by the Denton Central Appraisal District, of the Properties (excluding land) and tangible personal property (excluding inventory, vehicles and supplies) located on the Properties, for a period of three years commencing the first year following receipt by Grantee of the new certificate of occupancy based on the Improvements completed after the base year (the "CO") for the 3900 Morse Street Property. If the assessed value, as determined by the Denton Central Appraisal District, is less than $22,000,000 for the combined aforementioned properties in Denton (excluding Sally Beauty retail stores) there will be no Grant payment during that year. B. A condition of the Grant is that, by December 31, 2017 (subject to force majeure delays not to exceed 180 days), Grantee shall have made Improvements on or to the Property, which result in an increase in the assessed values, as determined by the Denton Central Appraisal District, as contemplated by Section I.A.1. However, prior to the expiration of the said 180 day period, the City, in its sole reasonable discretion, shall review the cause of such failure to make such improvements to determine whether an additional extension of the said time period should be granted. In the event the City determines that an additional extension of the 180 day period is appropriate, the City may grant such additional time for the making of improvements as it, in its sole reasonable discretion, deems appropriate. For the purposes of this paragraph, the term "force majeure" shall mean any circumstance or any condition beyond the control of Grantee, as set forth in Section XIV "Force Majeure" which prevents the above-mentioned thresholds or time restraints from being met. C. The terms "Improvements" or "Contemplated Improvements" are defined as the construction, renovation, remodeling and equipping of the Property including but not limited to (1) costs related to the development and improvement of the real estate, including, without limitation, construction costs and design and engineering costs; (2) tangible personal property located on or at the Property owned or controlled by Grantee, excluding inventory and supplies. The kind and location of the Contemplated Improvements is more particularly described in the Application for Economic Development Incentives. D. A condition of the Grant is that the Contemplated Improvements be constructed and the Property be used substantially in accordance with the description of the project set forth in the Application for Economic Development Incentives. E. A condition of the Grant is that throughout the term of the Grant, the Contemplated Improvements shall be operated and maintained for the purposes set forth herein Page 2 so that the use of the Property shall be consistent with the general purpose of encouraging development or redevelopment of the City except as otherwise authorized or modified by this Agreement. G. The City shall have the right to terminate the Grant if the Grantee does not occupy the Contemplated Improvements continuously (subject to force majeure) for the term of the Grant for the purposes set forth in the Application for Economic Development Incentives. In the event of such termination, the Grantee shall refund to the City fifty percent of Grant payments for the year in which Grantee ceases to occupy the Property, and Grant payments for future years shall be terminated. H. The City and Grantee agree to comply with all the terms and conditions set forth in this Agreement. II: GENERAL PROVISION A. In the event of any conflict between the City zoning ordinances, or other City ordinances or regulations, and this Agreement, such ordinances or regulations shall control, provided however the City shall not diminish the benefits to the Grantee under this Agreement through ordinances or regulations (whether now or hereafter in effect). III. TERMS AND CONDITIONS OF GRANT A. Subject to the terms and conditions of this Agreement, the City hereby agrees to pay to Grantee, on an annual basis, after the first assessment following receipt by Grantee of the certificate of occupancy for the Property, an amount equal to 50% of the difference between: (a) the then current City ad valorem taxes for the Property and the Improvements, minus, (b) City ad valorem taxes payable for the Property and improvements as of January 1, 2016, (with the resulting payments known as the "Annual Payments"), such Annual Payments to be subject to the terms and conditions provided in this Agreement. B. Grantee shall have the right to protest and contest any or all appraisals or assessments by the Denton County Appraisal District for the Property, the Improvements or any other tangible personal property owned or controlled by Grantee and located on the Property. All calculations in this Agreement shall be based upon final assessed values after any such protest or contest. C. The Annual Payments shall be for a term not to exceed three (3) years with the first payment being due and payable on or before 60 days after the City is in receipt of all City ad valorem taxes due and payable for the Property and Improvements as of January 1" of the year following the calendar year in which a certificate of occupancy is issued by the City for the Property (the "Beginning Date"), and, unless sooner terminated as herein provided, shall end after the third Annual Payment. All subsequent Annual Payments shall be due and payable on or before 60 days after the City is in receipt of all ad valorem taxes due and payable for the Property and Improvements as of January 1 for the respective subsequent years. Page 3 D. Grantee shall comply with local taxes, fees, and permits directly affecting the City of Denton, such as local sales/use taxes, local permits, use of public easement, and their associated fees, subject to reasonable dispute by Grantee. IV. RECORDS, AUDITS, AND EVALUATION OF PROJECT A. Grantee shall provide access and authorize inspection of the Property by authorized City employees and allow sufficient inspection of financial information to insure that the Improvements are made and the threshold has been met according to the specifications and conditions of this Agreement. Such inspections shall be done in a way that will not interfere with Grantee's business operations or violate any laws, including any rules or regulations promulgated by the Securities and Exchange Commission or the New York Stock Exchange. The City shall, on an annual basis, evaluate the Project to ensure compliance with this Agreement. Grantee shall provide information to the City on a Certificate of Compliance form provided by the City as Exhibit "C" for the evaluation. The information shall include, without limitation, an inventory listing the kind, number, and location of and the estimated total investment value of all improvements to the property, including the value of all buildings and other structures and permanent improvements installed, renovated, repaired or located on the Property. V. FAILURE TO MEET CONDITIONS In the event (i) Grantee or the owner of the Property allow their ad valorem real property taxes owed to the City with respect to the Property or Building, or ad valorem taxes owed to the City with respect to any tangible personal property owned or controlled by the Grantee and which are located on the Property to become delinquent and fails to timely and properly follow the legal procedures for protest and/or contest of any such ad valorem real property or tangible personal property taxes; or, (ii) any other material conditions of this Agreement are not substantially met, including the Grant Conditions, then a "Condition Failure" shall be deemed to have occurred. It is understood that a Condition Failure shall not be deemed to occur merely because at a particular time it cannot be determined whether such condition will be met, but shall occur only if at a particular time it can be determined that such condition has not been met after notice and reasonable opportunity for Grantee to cure such failure. In the event that a Condition Failure occurs, the City shall give Grantee written notice of such Condition Failure and if the Condition Failure has not been cured or satisfied within ninety (90) days of said written notice, this Agreement may be terminated by the City; provided, however, that if such Condition Failure is not reasonably susceptible of cure or satisfaction within such ninety (90) day period and Grantee has commenced and is pursuing the cure or satisfaction of same, then after first advising the City of efforts to cure or satisfy same, Grantee may utilize such additional time as may be reasonably required to cure such Condition Failure. If a Condition Failure is not cured or satisfied after the expiration of the applicable notice and cure or satisfaction periods ("Condition Failure Default"), as City's sole and exclusive remedy, the Annual Payment shall be terminated with respect to the year in which notice of the Condition Failure is given and for all future years. Page 4 Provided, however, that prior to the expiration of the said applicable notice and cure periods, the City, in it its sole reasonable discretion, may review the cause of such failure and may determine whether an extension of the said time period(s) shall be granted. In the event the City determines that an extension of the said time period(s) is appropriate, the City may grant such additional time as it, in its sole discretion, deems appropriate. VI. ASSIGNMENT This Agreement and Grantee's rights and obligations hereunder may not be assigned without prior notice to the City, unless such notice is prohibited by contract or applicable law in which case notice shall be provided as soon as allowable. In the event that Grantee ceases to operate its business on the Property, this Agreement shall terminate and all future obligations of the City, as set forth herein, shall terminate and be of no further force and effect. VII. NOTICE All notices called for or required by this Agreement shall be addressed to the following, or such other party or address as either party designated in writing, by certified mail postage prepaid or by hand delivery: SALLY BEAUTY HOLDINGS, INC.: Paul Myrick Vice President, Real Estate Sally Beauty Holdings 3001 Colorado Blvd. Denton, TX 76210 Matt Haltom Senior Vice President, General Counsel and Secretary Sally Beauty Holdings 3001 Colorado Blvd. Denton, TX 76210 CITY: City Manager City of Denton 215 E. McKinney Denton, Texas 76201 VIII. CITY COUNCIL AUTHORIZATION his Agreement is authorized by the City Council at its meeting on the _ I day of 1�V , 2016, authorizing the City Manager to execute this Agreement on behalf of the City. Page 5 IX. AUTHORIZATION Grantee represents that it has the corporate right, power and authority necessary to execute, deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated herein have been duly and validly authorized by all necessary corporate and member action. Evidence of such right, power and authority shall be attached as Exhibit «'D". X. SEVERABIILTY In the event any section, subsection, paragraph, sentence, or phrase is held invalid, illegal or unconstitutional, the balance of this Agreement shall stand, shall be enforceable and shall be read as if the parties intended at all times to delete said invalid, illegal or unconstitutional provision. XI. ESTOPPEL CERTIFICATE Any party hereto may request an estoppel certificate from another party hereto so long as the certificate is requested in connection with a bona fide business purpose. The certificate shall include, but not necessarily be limited to, statements that this Agreement is in full force and effect without default (or if default exists the nature of default and curative action, which should be undertaken to cure same), the remaining term of this Agreement, the levels and remaining term of the Annual Payments in effect, and such other matters reasonably requested by the party(ies) to receive the certificates. XII. STANDING Grantee, as a party to this Agreement, shall be deemed a proper and necessary party in any litigation questioning or challenging the validity of this Agreement or any of the underlying ordinances, resolutions, or City Council actions authorizing same and Grantee shall be entitled to intervene in said litigation. XIII. APPLICABLE LAW This Agreement shall be construed under the laws of the State of Texas. Venue for any action under this Agreement shall be the appropriate court serving Denton County, Texas. This Agreement is fully performable in Denton County, Texas, Page 6 XIV. FORCE MAJEURE If, because of flood, fire, explosions, civil disturbances, strikes, war, acts of God, or other causes beyond the control of either party, either party is not able to perform any or all of its obligations under this Agreement, then the respective party's obligations hereunder shall be suspended during such period but for no longer than such period of time when the party is unable to perform XV. INDEMNIFICATION No joint venture. Nothing contained in this Agreement is intended by the parties to create a partnership or joint venture between the parties, and any implication to the contrary is hereby disavowed. It is understood and agreed that this Agreement does not create a joint enterprise, nor does it appoint either party as an agent of the other for any purpose whatsoever. Except as otherwise specifically provided herein, neither party shall in any way assume any of the liability of the other for acts of the other or obligations of the other. Further, this Agreement does not cause or support any type of Joint Employment in any ways between the parties. The City, its past and future officers, elected officials, employees, and agents expressly do not assume any responsibilities or liabilities to any third party in connection with the project or the design, construction, or operation of any portion of the Improvements. XVI. AMENDMENT This Agreement is the entire agreement of the parties and may only be modified by a written instrument executed by both parties. XVII. EFFECTIVE DATE This Agreement is effective as of the 1 day of 0 aV%v% , 2016. A EST: B TE IFE�+R 'I'1:IZ' CI`I Sf:RY CITY OF DENTON, TEXAS BY: HOWARD MAIW11 INTERIM CITY MANAGER Page 7 APPROVED AS TO FORM: ANITA BURGESS, CITY ATTORNEY BY: SALLY BEAUTY SUPPLY LLC BY: MA`1"I`IIEW I-iALTOM SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY ACKNOWLEDGMENTS STATE OF TEXAS COUNTY OF DENTON The foregoing Economic Development Agreement was executed before me on th day o , 2016 by Howard Martin, Interim City Manager of the City of I enton, Texas, a Texas municipal corporation, on behalf of said Municipal Corporation. WALTEY. F ' rNOTARY PUBLIC -STATE OF IF, XAS COMM. EXP 12-49-2018 NOTARY 10 5•-... STATE OF TEXAS COUNTY OF DENTON ital'yyy ublic in and for the State of Texas .The foregoing Economic Development Program Agreement was executed before me on 0-141 day of , 2016 by Matthew Haltom, of Sally Beauty Supply, LLC, on behalf of said limited liability company. MELIS:pies HENDERSON ary Publk Se of texas Comm. 09/15/2017 !—am .. Notary Public in and for the State of Texas Page 8 of 8 Exhibit A PROPERTY DESCRIPTION Page 10 Lots ) and 6, in BLOCK 3, of GOLDEN TRIANGLE INDUSTRIAL PARK, PHASE V, an Addition to the City of Denton, Denton County, Texas, according to the Plat thereof recorded in Cabinet C, Page 87, Plat Records, Denton County, Texas. (Commonly known as 3900 MORSE STREET) The plat hereon Is a true and accurate representation of the property as determined _by survey made on the ground, the lines and dimensions of said property as being Indicated on the Plat. The size, location and type of buildings and Improvements are as shown, all improvements being within. the boundaries of the property except as shown, set back from the properly lines Is as shown, and distance from the nearest street or road Is as shown on the Plat. There are n ]Bible encroachmeri visible protrusions or apparent easements, except ,as shown on the Plat. op 1 further certify that only ' portion shown of subject�',`•s�rt' property ilss within a special flood hazard area according to the. FLOOD -INSURANCE RATE MAP for Denton County and Incorporated Areas, Map - -- Number 4812100380, Dated March 30, 1988. (Subject LD �,$�ll `f Property Iles In Zone A and Zone X approxlmatei PRoP�SSi x i. YDA as shown.) a� 4238 I-VNORTH DENTON, T XAS 76207 .Ak DMA RK 94 82-4016 S,URV.EYOR.S, INC. FAX (940) - 387-9784 DRAWN BY: 6TH SCALE: f=60' DATE: 06 SEPTEMBER, 2000JOB NO: 002-533- F� � o� ii -� ' / �� / | ' / ^ , | 77. 'K) �0 |� J us | / | / | / | / � ! C-) i | z | | 50, UL------------ | ' | � | � . | � | � | - � 50, UL------------ ' Lots 1 and 6, in BLOCK 3, of GOLDEN TRIANGLE INDUSTRIAL PARK, PHASE V, an Addition to the City of Denton, Denton County, Texas, according to the Plat thereof recorded in Cabinet C, Page 87, Plat Records, Denton County, Texas. (Commonly known as 3900 MORSE STREET) The plat hereon is a true and accurate representation of the property as determined by survey made on the ground, the Eines and dimensions of said property as being indicated on the Plat. The size, location and type of buildings and Improvements are as shown, all Improvements being within the boundaries of the property except as shown, set back -from the property fines Is as shown, and distance from the nearest street or road Is as shown on the Plat. Thera are n Islble encroaohmeri vlslbte protrusions or apparent easements, excdpt ,as shown on the Plat. pF I further certify that only �portton shown :of subject �g ,��'57Cq`ck` property Iles within a special Rood hazard area according to the - FLOOD -INSURANCE AA7E MAP for Denton County and incorporated Areas, Map Number 4812100380, Dated March 30, 1998. (Subject LD ED Property lies In Zone A and Zone X approximateI PROPESSt ik {b YOR as shown.) 4238 '1- 5 NORTH DENTO N, , T XAS 76207 tAi. AR 94 82-4016 SURVEYORS, INC. FAX (940) - 387-9784 DRAWN BY: BTH SCALE: f=60' DATE: 06 SEPTEM , 2000,1.06 NO: 0012533 45'9-9 (60' R.O.W.) r7'• E 534.15' i 0 I II 1 nn � bn a �o v ro h� O� i n' a' 45'9-9 (60' R.O.W.) r7'• E 534.15' i 0 1 _ Jq O iai If mo x� 1a C) • O ( 9i I o ,ti i i I 20' U.E. 3c O.E. i i i ZEn O �z x N O M K r O R- -P- oa O N� b — 50' CO, 'A -y-HIL-L- --reOAD-- --- 24' B-E i II 1 nn v ro 1 _ Jq O iai If mo x� 1a C) • O ( 9i I o ,ti i i I 20' U.E. 3c O.E. i i i ZEn O �z x N O M K r O R- -P- oa O N� b — 50' CO, 'A -y-HIL-L- --reOAD-- --- 24' B-E Exhibit B APPLICATION FOR ECONOMIC DEVELOPMENT INCENTIVES Page 11 2014 Tax Abatement Policy CITY OF DENTON TAX ABATEMENT AND INCENTIVE POLICY I. GENERAL PURPOSE AND OBJECTIVES The City of Denton (City) is committed to the promotion of high quality development in all parts of the city and to an ongoing improvement in the quality of life for its citizens. Insofar as these objectives are generally served by the enhancement and expansion of the local economy, the City will, on a case-by-case basis, give consideration to providing tax abatement or other incentive as a stimulus for economic development in Denton. It is the policy of the City that said consideration will be provided in accordance with the procedures and criteria outlined in this document. Nothing herein shall imply or suggest that the City is under any obligation to provide an incentive to any applicant. All applicants shall be considered on a case-by-case basis. Incentives will not be considered if construction of a project already has begun. Tax abatements, as described in this Policy, will be available for businesses wanting to locate, expand or modernize, existing or new facilities and structures, including, without limitation, basic industries, corporate office headquarters or distribution centers, except as this Policy may be limited for property described in Section 312.211(a) of the Texas Property Tax Code (Vernons Texas Civil Statutes Annotated, hereinafter referred to as "Tax Code.") In addition to tax abatements, the City may provide alternative or additional incentives to businesses utilizing its authority under Chapter 380 of the Texas Local Government Code (hereinafter referred to as "Chapter 380.") Chapter 380 of the Texas Local Government Code states that a municipality may establish and provide for the administration of one or more programs for making loans and grants of public money and providing personnel and services of the municipality, to promote state or local economic development and to stimulate business and commercial activity in the municipality. The City of Denton will consider, on a case-by-case basis, the use of grants and loans as incentives to accomplish one or more of the following economic development objectives: • Development and diversification of the economy • Elimination of unemployment or underemployment • Expansion of transportation or commerce • Attraction of major investment • Expansion of primary employment • Stimulation of agricultural innovation The City of Denton may establish targeted incentive programs to accomplish one or more of the above objectives. Such programs could include, but are not limited to: • Targeted industry cluster or supply chain recruitment initiatives • Capital grants or loans for start-up and small businesses to promote entrepreneurship • Special incentive programs within certain boundaries of the City in order to promote infill redevelopment and attract businesses that meet pre -determined desirable criteria • Grants to offset costs associated with public infrastructure improvements and/or impact fees • Cash incentives to gain a competitive position when in direct competition for a project 2014 Tax Abatement Policy II. ECONOMIC DEVELOPMENT PARTNERSHIP BOARD Requests for tax abatement or other incentives shall be reviewed by the Economic Development Partnership (EDP) board, on a case-by-case basis unless otherwise directed by City Council, the EDP board being comprised of two City Council members, two Chamber of Commerce board members, two representatives from the top twenty taxpayers, one representative from the University of North Texas, one member with aviation experience, and one member at -large. The EDP board serves as a recommending body to the City Council regarding whether economic development incentives should be offered in each individual case. Its recommendation shall be based upon an evaluation of information submitted in the incentive application and any additional information requested by the EDP board or presented to the EDP board. The Incentive Application shall be substantially in the form of Exhibit A of this Policy. All meetings of the EDP board shall be held in compliance with the Texas Open Meetings Act, Chapter 551 of the Texas Government Code. III. VALUE OF INCENTIVES The criteria outlined in the Application will be used by the EDP board in determining whether or not it is in the best interests of the City to recommend that incentives be offered to a particular project. Specific considerations will include the degree to which the individual project furthers the goals and objectives of the community as described in the Denton Comprehensive Plan, as well as the relative impact on growth, employment, expansion of the tax base, economic development and human health and the environment. Tax Abatements New, expanding and modernizing businesses may be considered for a tax abatement if the minimum threshold, as described in Table 1 below, is met. Once a determination has been made that a project is eligible for a tax abatement, the following table will serve as a basis for determining amount and term of abatement: TABLE 1: Establishes a framework for considering the length and percentage of abatement according to assessed property value of improvements and of tangible personal property located on the real property. Page 2 of 18 2014 Tax Abatement Policy VALUE OF STRUCTURE AND PERSONAL PROPERTY IN MILLION DOLLARS YEARS OF ABATEMENT PERCENTAGE OF ABATEMENT 100 10 25% 80 9 25% 65 8 25% 50 7 25% 35 6 25% 20 5 25% 15 4 25% 10 3 25% 5 2 25% To qualify, companies must meet the minimum threshold of the Policy in the first 24 months from the execution of the agreement or as specified in the tax abatement agreement. If upon initial application a project qualifies for tax abatement under the guidelines set forth in this Policy, the City may consider granting an additional 5% abatement for each one of the following factors provided, however, that the total tax abatement does not exceed 50% annually or continue for a period of more than ten years. No applicant may receive credit for more than five of the following factors: • The project will occupy a building that has been vacant for at least two years; • The project will create high -skilled, high -paying jobs as documented by the applicant; (A breakdown of number of jobs per job classification and entry level wage per classification will be used to determine eligibility); ■ The project will involve a significant relationship with one of the two universities in Denton; • At least 25% of the new jobs created by the project will be filled by Denton residents; ■ A minimum of 25% of local contractors and local subcontractors will be utilized during construction of the project; • The project will provide knowledge-based jobs (at least 25 percent of jobs require college bachelors degree at entry level); ■ The project will donate significant public art to the community. (To qualify, donation must be approved by Greater Denton Arts Council and City Council); ■ The project will donate significant materials/equipment to the public schools (to qualify, donation must be approved by DISD and City Council); ■ The project will create improvements to the Denton Downtown Implementation Plan area; • The project will result in the formation of a business park; • The project is an international or national headquarters facility. • The project is a medical manufacturing or research facility. • The project incorporates significant environmentally sustainable practices that includes: Leadership in Energy and Environmental Design (LEED) certification, recycling initiatives, the manufacture of sustainable materials or products that support sustainable industries, or the incorporation of clean technology. Page 3 of 18 2014 Tax Abatement Policy • Renewable Energy will be generated, stored or utilized for the project on an ongoing basis; ■ The applicant is committed to actively supporting the Denton Community. The total tax abatement may not exceed 50% annually for ten years. All abatements are subject to final approval of the City Council. Even though a project may meet the criteria as set forth in this Policy, an application may be denied at the discretion of the City. Tax abatement shall not apply to any portion of the land value of the project. The thresholds as described in Table 1 are considered guidelines for establishing the Tax Abatement Agreement terms. However, the City may determine that a lower or higher percentage and/or a shorter or longer term of abatement may be more appropriate for an individual project. If the abatement is approved, the City may consider applying all or a portion of the abatement in the first year or during any shorter period within the term of the tax abatement agreement. For example, an approved abatement of 25 percent for four years may be applied as 100 percent abatement for one year. When the City of Denton determines that incentives are required to retain existing businesses, which propose to improve or redevelop property within the City limits, the Denton City Council may consider these "special projects" on a case-by-case basis and reserve the right to waive the minimum threshold and/or exceed fifty percent (50%) in tax abatement. The City of Denton may also take into consideration as "special projects" the expansion/redevelopment of existing businesses that create new or additional professional jobs. New or existing businesses that incorporate environmentally sustainable practices or have a renewable energy component may also be considered "special projects." Abatement hereunder will only apply to the increased valuation of the improvernents over the appraised value of the property prior to such improvements as same is established by the Denton Central Appraisal District the year in which the tax abatement agreement is executed. The City may also consider other tax incentives authorized by law. Chapter 380 Incentives At times when alternative incentives may be preferable to a tax abatement, the City Council has the authority under Chapter 380 to create a custom incentive in order to accomplish specific economic development goals. Chapter 380 incentives will be considered on a case-by-case basis, and may be considered for one or more of the following criteria: • A certain number of net new jobs with wages above Denton's median household income • The relocation of a company that promotes the growth of targeted industry clusters such as high- tech companies, aviation/aerospace industry, or supply chain clusters that support Denton's existing primary employers • Incentives for businesses that cause infill redevelopment or other desirable development objectives • Any other activity which the City Council determines meets a specific public purpose for economic development Definitions: Local contractors and local sub -contractors refers to vendors that have their "principal office or place of business," as reported to the Texas Secretary of State Office, located within Denton City Limits or Page 4 of 18 2014 Tax Abatement Policy Extraterritorial Jurisdiction (ETJ). The minimum requirement of 25%, to be eligible under this consideration, will be based on the estimated construction valuation of the project. Knowledge-based jobs are defined as occupations which: • Require specialized and theoretical knowledge, usually acquired through a college education or through work experience or other training which provides comparable knowledge; • Require some research, analysis, report writing and presentations; • Require special licensing, certification, or registration to perform the job task; A Business Park is defined as a multi -building, multi -tenant, master planned complex of approximately one million square feet or more under roof, constructed to house manufacturing, distribution, assembly, and office facilities. Leadership in Energy and Environmental Design (LEED) certification is a voluntary internationally recognized green building certification system, with verification by a third -party that a building or community was designed and built using strategies aimed at improving performance across the following metrics: • energy savings • water efficiency • CO2 emissions reduction • improved indoor environmental quality • stewardship of resources. The certification levels consist of the following: Basic, Silver, Gold and Platinum and are weighted on a 100 point system. The LEED system measures: innovation in design; sustainable sites; water efficiency; energy and atmosphere; materials and resources; indoor environmental quality; and locations and linkages. The manufacture of sustainable materials or products may include but is not limited to: biobased, recyclable and reclaimed goods. Denton is located in an air quality nonattainment region designated by the Environmental Protection Agency for air pollution levels that continually exceed national standards. Products and equipment that support sustainable industries or clean technologies that reduce environmental pollution are encouraged and may qualify for consideration under this section. Community support and involvement may include but is not limited to monetary or active investment in local non profits, public institutions or community organizations. Membership and participation in a Denton chamber of commerce is an example that may qualify under this consideration. 'I'lle EDP board will consider criteria proposed by the applicant, review and make a recommendation on the eligibility of the applicant's community support and recommend whether an additional five percent should be added to the overall incentive percentage. When the City determines that abandoned property may require additional incentives to promote economic development that generally satisfies the requirements of this Policy, the City may waive the minimum threshold and/or exceed fifty percent (50%) in tax abatement, or consider other tax incentives for special projects to redevelop abandoned buildings consistent with existing law. For the purpose of this Policy, an abandoned building is defined as a building that has been identified as being suitable for commercial or industrial development, has been vacant for a minimum of five -years or has substantially declined in appraised value. Abatement would only be considered on the increased valuation of the improvements in each year covered by the tax abatement agreement over the value of the property for Page 5 of 18 2014 Tax Abatement Policy the year in which the tax abatement agreement is executed. The City may also consider other tax incentives authorized by law. Preliminary Application IV. PROCEDURAL GUIDELINES Any person, organization or corporation desiring that the City consider providing incentives to encourage location or expansion of facilities within the limits of the jurisdictions shall be required to comply with the following procedural guidelines. Nothing within these guidelines shall imply or suggest that the City is under any obligation to provide an incentive to any applicant. A. Applicant shall complete the attached "Incentive Application." B. Applicant shall prepare a map or other documents providing the following; ■ precise location of the property and all roadways within 500 feet of the site ■ existing uses and conditions of real property ■ proposed improvements and uses ■ any proposed changes in zoning ■ compatibility with the Denton Comprehensive Plan and applicable building codes and City ordinances. ■ A complete legal description. C. Applicant shall complete all forms and information detailed in the Application and submit all information to the City Manager (or his/her designee), City of Denton, 215 E. McKinney, Denton, TX 76201. D. All information in the application package detailed above will be reviewed for completeness and accuracy. Additional information may be requested as needed. E. The application will be distributed to the appropriate City departments for internal review and comments. Additional information may be requested as needed. F. Copies of the complete application package and staff comments will be provided to the EDP board. G. Fiscal agents of the City will review the application for comments and recommendation. Additional information may be requested as needed. Consideration of'the Application H. The EDP board will consider the application at a regular or special -called meeting(s). Additional information may be requested as needed. Page 6 of 18 2014 Tax Abatement Policy I. The recommendation of the EDP board will be forwarded, with all relevant materials, to the City Council. J. If the City Council decides to grant a tax abatement, it shall call a public hearing to consider establishment of a tax reinvestment zone in accordance with Section 312.201 of the Tax Code. The reinvestment zone must meet one or more of the criteria of Section 312.202 of the Tax Code. K. The City Council may consider adoption of an ordinance designating the area described in the legal description of the proposed project as a commercial/industrial tax abatement zone. L. The City Council may consider adoption of an ordinance or resolution approving the terms and conditions of a contract between the City and the applicant governing the provision of the tax abatement or incentive and the commitments of the applicant, including all the terms required by Section 312.205 of the Tax Code and such other terms and conditions as the City Council may require. Should the commitments subsequently not be satisfied, the tax abatement or other incentive shall be null and void (unless the tax abatement agreement provides for a recapture of the property tax revenue lost proportionate to a partial failure to meet the minimum thresholds set forth in the agreement) and all abated taxes or other incentive shall be paid immediately to the City of Denton. Provisions to this effect shall be incorporated into the agreement. N. The City reserves the authority to enter into tax abatement agreements at differing percentages and/or terms as set forth in the guidelines of this Policy, consistent with the requirements of the Tax Code. The City also reserves the authority to enter into incentive agreements under Chapter 380 of the Texas Local Government Code. Any incentive agreement will address various issues, including but not limited to, the following: 1. General description of the project 2. Amount of the tax abatement and percent of value to be abated each year 3. Method of calculating the value of the abatement 4. Duration of the abatement, including commencement date and termination date 5. Legal description of the property 6. Kind, number, location and timetable of planned improvements 7. Specific terms and conditions to be met by applicant 8. The proposed use of the facility and nature of construction 9. Contractual obligations in the event of default, violation of terms or conditions, delinquent taxes, recapture, any decrease in valuation, administration and assignment Annual Evaluation Upon completion of construction and/or other threshold criteria, the City Council shall receive from the City Manager (or his/her designee) an annual evaluation of each incentive to insure compliance with the agreement and to report possible violations of' the agreement to the appropriate taxing entities. After new tax base numbers are received in July of each year, the City Manager and his staff will have ninety (90) days to review and prepare a breakdown of those figures. Page 7 of 18 2014 Tax Abatement Policy Local Businesses and Historically Underutilized Businesses Businesses receiving an incentive are asked to use diligent efforts to purchase all goods and services from Denton businesses whenever such goods and services are comparable in availability, quality and price. The City of Denton also encourages the use, if applicable, of qualified contractors, subcontractors and suppliers who are historically underutilized businesses based on information provided by the General Services Commission pursuant to Chapter 2161 of the Government Code. In the selection of subcontractors, suppliers or other persons or organizations proposed for work on this Agreement, the OWNERS agree to consider this Policy and to use their reasonable and best efforts to select and employ such companies and persons for work on this Agreement. Job Recruiting from Low -Moderate Income Census Tracts Businesses receiving incentives are asked to endeavor to make available, or endeavor to cause lessees or assignees to make available, full-time or part-time employment with on-the-job training for Denton citizens. In this effort, the business, lessee or assignee is encouraged to recruit Ii•om the low -moderate income Census tracts as further defined by the U.S. Department of Housing and Urban Development's (HUD) Qualified Census Tracts (QCT) map shown in Figure 1. 1-1[JD defines QCI`s as "census tracts in which one-half or more of the households have incomes below 60 percent of the area median income or the poverty rate is 25 percent of [or] higher. Page 8 of 18 2014 Tax Abatement Policy FIGURE 1: DENTON, TEXAS 2010-2011 Qualified Census Tracts E U.S. Drarannmml of ffou�hto and Urimn Dovelotnlmtd Office of polity tx vdnlx,xnit Ond Ftereivrl! FA -0 t.JF.-Ft �' r•iii L ♦ t'Ss Nl04.02 L�l.tflcrp:G4.NP ¢tt4 W 1 0213 y .cz I s i uY I `uk.1Pod E 4Y11SN Page 9 of 18 �♦ t, f r . ��� ♦ �1, e o3 a _ . Tract Outline Qualified Census Tracts (2010-2011) 2014'Pax Abatement Policy EXHIBIT A The City of Denton Incentive AnOication About the Application... The Incentive Application provides the City with specific information on the project. The information requested in the Application is designed to address the criteria developed within the City of Denton's Incentive Policy. The information serves as the basis for fiscal analysis and overall project evaluation. This evaluation is provided to the Economic Development Partnership (EDP) board and Council Members and serves as a source document during EDP board and City Council deliberations. The Application and the Agreement... Specific infonnation from the Application (such as value of new investment and employment commitments) is incorporated into the Incentive Agreement. In fact, the Application is an attachment to the Agreement. Since the Agreement is a binding contract, it is important that each question on the application be answered in full and as realistically as possible. Simply put, the application is part of the process from start to finish so you'll want to make sure you're comfortable with the contents. When Is The Application Final? The answer to this question is very simple: When you tell us, "It's final." It is not uncommon for a business entity to submit numerous Applications as drafts for informational and evaluative purposes only. As conversations continue, the business entity will submit a finalized version of the Application that includes all of the commitments agreed to during the discussions. What about Confidentiality? Section 312.003 of the Texas Tax Code makes confidential information provided to the City as a part of this application that describes the specific processes or business activities to be conducted or the equipment or other property to be located on the property. This information is not subject to public disclosure until the incentive agreement is executed. Section 522.131 of the Texas Government Code (Texas Public Information Act) makes confidential information which relates to economic development negotiations between the City and a business prospect that the City seeks to have locate, stay or expand in or near the territory of the City. The information must relate to a trade secret of the business prospect, commercial or financial information which the business prospect can demonstrate based on specific factual evidence that disclosure would cause substantial competitive harm to the person from whom the information was obtained or information about a financial or other incentive being offered to the business prospect by the City or by another person. Information about a financial or other incentive being offered to the business prospect is required to be disclosed when an agreement is made with a business prospect. The City is subject to disclosing most records and documents upon request under the Public Information Act. Accordingly, please clearly indicate and mark any information you consider proprietary. This would include anything in your application which you consider a trade secret, commercial or financial information which you can demonstrate by specific factual evidence that would cause substantial competitive harm if disclosed, information which describes the specific processes or business activities to be conducted or the equipment or other property for which the incentive is sought, any financial or other incentive you may be seeking from the City or any other information you deem to be confidential under the law. Who is Authorized To Sign the Application? Because the Application itself is non-binding, the person signing need not be the property owner or even an individual duly authorized to sign on behalf of the property owner. However, if an Agreement is reached, the Application will be an attachment to the Agreement and its contents will be binding through the authorized signature required on the Agreement. Page 10 of 18 2014 Tax Abatement Policy EXHIBIT A 1 ► �7�1 City of Denton Incentive Application City of Denton Department of Development Services, Economic Development Division 215 E. McKinney St. Denton, Texas 76201 (940) 349-7776 (940) 349-8596 FAX wwNv.cityofdenton.eom Cal'oline.1300th Lakityofdelitoll.com Page 11 of 18 2014 Tax Abatement Policy INCENTIVE APPLICATION CITY OF DENTON, TEXAS Property Owner Sally Beauty Holdings Company or Project Name Sally Beauty Holdings World Headquarters Mailing Address 3001 Colorado Blvd Denton, TX 76210 Telephone 940/898-7500 Fax No. Website www,sallybeautyholdings.com Contact Name Paul Myrick Title VP Real Estate Mailing Address same as above Telephone 940/297-4499 Fax No. 940/381-9022 Email Address pmyrick@sallybeauty.com 2. Provide a chronology of plant openings, closing and relocations over the past 15 years. Developed and moved into the above stated HQ office facility in 2005, continued to own and now use former building at 3900 Morse Street. The corporation operates approx 5,000 store locations world-wide as a leading speciality retailer and distributor of professional beauty supplies with revenues of $3.8 billion annually. Open between 100-150 new stores annually and operate over ten (10) distribution centers. 3. Provide a record of mergers and financial restructuring during the past 15 years. Continue to acquire smaller operations and companies to grow our overall presence and network, however, all corporate functions are supported from the offices location in Denton. 4. Will the occupants of the project be owner or lessee? If lessee, are occupancy commitments already existing? YpSally Beauty Holdings will continue to own and occupy the building (3900 Morse Street) as well as 3001 Colorado Blvd both here in Denton. 5, Is the project a relocation of existing facility or a new facility to expand operations? If relocation, give current location. The project is a complete interior remodel of the existing facility at 3900 Morse Street to continue to Increase our employee base. 6. If an existing Denton business, will project result in abandonment of existing facility? If so, the value of the existing facility will be subtracted from the value of the new facility to arrive at total project value. Page 12 of 18 2014 Tax Abatement Policy No abandonment is a part of this remodel plan. We will only continue to grow our employee base here now totalling approx 1,000 employees in both facilities as well as managing 27,000 employees worldwide. 7. Property Description. - Attach a copy of the legal description detailing property's metes and bounds. See attached - Attach map of project including all roadways, land use and zoning within 500 feet of site. See attached 8. Current Value. Attach copy of latest property tax statement from the Denton County Central Appraisal District Include both real (land and improvements) and personal property). See attached 9. Increased Value/Estimated Total Cost of Project. Structures $ 4,428,000.00 Site Development $ 94,000.00 Personal Property $ 2,600,000.00 Other Improvements $ 368,000.00 10. Indicate percent of tax abatement and number of years requested. Percent Requested Years Requested List any other financial incentives this project will request/receive None Estimated Freeport Exemption $ Estimated Electric Utility Industrial Development Rider $ Estimated Water/Wastewater Infrastructure Assistance $ Chapter 380 Incentive 11, Give a brief description of the activities to be performed at this location, including a description of products to be produced and/or services to be provided. The project is a complete remodel of the interior office portion of the builidng at 3900 Morse Street. The scope of the project includes, new windows, flooring, walls, ceiling, interior lights, cafe/dining area, breakrooms, furinture, data and phone cabling, lobby, HVAC ducting system, roof repairs, HVAC unit repairs, electrical switch replacement/upgrade, restroom upgrades, as well as later improvements to the parking lot, landscaping and over time will continue to convert the warehouse portion of the structure to office use. 12. Describe any off-site infrastructure requirements: • Water None • Wastewater None Page 13 of 18 2014 Tax Abatement Policy + Streets None o Drainage None • Other None 13. Project Operation Phase. Provide employment information for the number of years incentive is requested. F, Types of jobs created. List the job titles and number of positions in each category that will be employed at the facility. Provide average wage for each category. Accounts Receivable /Credit &Collections 1 Customer Service tnside sales 11commerce 1 Web Content Departments with additional accou+7ting ould and finance departments added in 2016 2017- 85 customer service Reps - 32 Credit & Collection Reps - 8 Supervisors - 6 Dept Managers - 4 Area Directors with additional races being added within 2016-2017 - at the completion o2 the remodel project there shbe approxirnaloly A00 full time positions in the faculty. The base s_atary ranges for these positions is $27k to $150k depending on position G. Indicate the number of shifts the project will operafe c+—4—i h­inoe hnnrc for mnst nositions - 7am to 61)m generally Page 14 of 18 At Project Existing Start Date At Term of Employment Information Operation (mo/yr) Incentive (if applicable) / A. Total number of permanent, full-time jobs 200 Feb 2016 150 B. Employees transferred from outside Denton 50 Feb 2017 250 C. Net permanent full-time jobs (A. minus B.) 150 350 E. Total annual payroll for all permanent, full-time $6.5M $12.8M jobs (A.) F, Types of jobs created. List the job titles and number of positions in each category that will be employed at the facility. Provide average wage for each category. Accounts Receivable /Credit &Collections 1 Customer Service tnside sales 11commerce 1 Web Content Departments with additional accou+7ting ould and finance departments added in 2016 2017- 85 customer service Reps - 32 Credit & Collection Reps - 8 Supervisors - 6 Dept Managers - 4 Area Directors with additional races being added within 2016-2017 - at the completion o2 the remodel project there shbe approxirnaloly A00 full time positions in the faculty. The base s_atary ranges for these positions is $27k to $150k depending on position G. Indicate the number of shifts the project will operafe c+—4—i h­inoe hnnrc for mnst nositions - 7am to 61)m generally Page 14 of 18 2014 Tax Abatement Policy H, Estimate annual utility usage for project: Electric $173,673 kWh Water Sewer & Water $18,857 gpd Wastewater gpd Gas mef $17,873 14. Describe any other direct benefits to the City of Denton as a result of this project (e.g., sales tax revenue or project elements identified in Tax Abatement Policy, Section III). NA 15. Is property zoned appropriately? es No w Current zoning. EC -1 (Employment Center Industrial) Zoning required for proposed project, current use remains Anticipated variances. none 16. Is property platted? /Yes No Will replatting be necessary Yes VNo 17. Discuss any environmental impacts created by the project. None, use remains as is A. List any permits for which applicant must apply. Applicant will be required to provide City with copies of all applications for environmental permits upon completion of application(s). Builidng permit and fire alarm / system permit B. Provide record of compliance to all environmental regulations for the past five years. N/A 18. Provide specific detail of any businesses/residents that will be displaced and assistance that will be available from the requesting company. N/A 19. Provide description of any historically significant area included within the project's area as determined by the Historic preservation Officer. If any, give detail of how the historically significant area will be preserved. N/A Page 15 of 18 2014 Tax Abatement Policy 20, Justification for Incentive Request: Substantiate and more fully describe the justification for this request. Include the amount of the incentive requested and show how it will contribute to the financial viability of the project. Submit attachments if necessary. Sally Beauty has been based in Denton since 1982 when we had 119 stores, today we have over 5,000 stores world-wide. We have approximately 1,000 full time employees based in Denton and are in the top 7 private employers in the City. We are supporters of The Children's Advocacy Center, American Heart Associalion Go fled for Women, Adopt a Child through Hope, Denton Food Bank, national supporter of United Way and for the past 5 years the presenting partner for the North TX Susan G Komen Race for the Cure. We are additionally a Founding Member of UNT Global Digital RST of"i� Resea7c on eras we as o a sea on"fh­e_D`e_nion Chambar oommerce as well as t}ie onion r-'nMimmerceTFaai"su—pporis women owned business in Denton County. 21. List additional abatement factors to be considered for this project as outlined on pages 3 and 4 of the Incentive Policy. 22, Financial Information: Attach a copy or ine Latest auuucu t,uaucrar btatc,m, rry ........ »�. �_ » ••_•• Y a business plan. 23. Does the project have an eligible environmentally sustainable or renewable energy component (if so, please identify type and provide a brief description)? installing LED lights throughout the office portion of the building 24. Applicants seeking LEED certification must complete the Green Building Application for Tax Abatement (Exhibit B of the policy). N/A _ Page 16 of 18 Occupies building vacant for at least 2 years Donation of materials to public schools Project creates high -skilled, high -paying jobs Improvements to Downtown V Significant relationship with universities Project forms business park u^ V 25% of new jobs filled by Denton residents V International or national headquarters 25% local contractors to be utilized Medical manufacturing or research facility V 25% of jobs are knowledge-based Environmentally sustainable practices used Donation of significant public art Renewable Energy generated/stored/utilized V Community support and involvement: Attach description of community involvement 22, Financial Information: Attach a copy or ine Latest auuucu t,uaucrar btatc,m, rry ........ »�. �_ » ••_•• Y a business plan. 23. Does the project have an eligible environmentally sustainable or renewable energy component (if so, please identify type and provide a brief description)? installing LED lights throughout the office portion of the building 24. Applicants seeking LEED certification must complete the Green Building Application for Tax Abatement (Exhibit B of the policy). N/A _ Page 16 of 18 2014 Tax Abatement Policy COMPLETE THIS SECTION IF REQUESTING ADDITIONAL INCENTIVE BASED ON LEED CERTIFICATION CONSTRUCTION I . Property Owner Company or Project Name Mailing Address Telephone Fax No. Website Contact Name Title Mailing Address Telephone Fax No. Email Address 2. Project location address: 3. Provide documentation that the project has been registered with the U.S. Green Building Council. 4. Provide a description of the project (please include the building size, number of occupants and estimated budget). 6. Attach a preliminary Leadership in Energy and Environmental Design (LEED) Scorecard illustrating how project will achieve the LEED certification. Level of Certification: Number of Points: Page 17 of 18 2014 Tax Abatement Policy This Incentive Application is submitted with the acknowledgement that additional information may be required. Authorized Signature Date: Page 18 of 18 Exhibit C CERTIFICATE OF COMPLIANCE Page 12 sAeconomic development\incentives\incentive agreements\sally beauty\2016 incentive application\exbibit c certificate of compliance docx CITY OF DENTON CERTIFICATE OF COMPLIANCE Company: Sally Beauty Supply, LLC Reporting Year: January 1 - December 31, 201, Contract Year No. of 3 I. Investment 1.1 Section I.A.I. of the Chapter 380 Agreement requires the capital investment to generate a minimum of assessed real and business personal property valuation in the amount of $22,000,000 in valuation for the 3900 Morse Street and 3001 Colorado properties_ a. The grantees tenants have invested $ in real and business personal property associated with the project at the 3900 Morse Street location, as reflected in the City of Denton Incentive Application, for the reporting year thereafter ending December 31, 20 b. The grantee has supplied documentation of the investment, in the form of receipts, invoices, checks or other documents deemed acceptable by the City of Denton, in real and business personal property associated with the project at the 3900 Morse Street location. c. The increase in assessed valuation for the year ending December 31, 20 over the valuation of the January 1, 2016 base year valuation is: II. Additional Covenants 2.1 Section G. of the Chapter 380 Agreement requires the Company to occupy the Improvements and maintain their operations continuously for the Agreement's term. Did the Company comply with the occupancy requirement of Section G. of the Agreement during the year ending December 31, 20^_? ❑ YES ❑ NO 2.3 Did the Company timely submit this Certificate of Compliance as required under Section IVA. of the Chapter 380 Agreement during the year ending December 31, 20 ? ❑ YES ❑ NO 2.4 Did the Company comply with the other provisions of the Agreement during the year ending December 31, 20 ? sAeconomic development\incentives\incentive agreements\sally beauty\2016 incentive application\exbibit c certificate of cotnpliance.doex o YES ❑ NO III. Payment 3.1 The Chapter 380 Agreement provides annual payments for the 3900 Morse Street property for up to 3 years based on conditions being met. For years one through three, the Agreement provides for annual rebates equal to 50 percent of the increase above the base year of the City's ad valorem taxes received for the previous year, excluding the value of land, inventory or vehicles. 3.2 The City property taxes paid for January 1, 20 valuation are: 3900 Morse Real Property, Business Personal Property 3001 Colorado Real Property. __. Business Personal Property 3.3 Please attach the most recent Property Tax Notices. I, the authorized representative for Sally Beauty Supply, LLC, hereby certify that the above information is correct and accurate pursuant to the terms of the Agreement. I further certify that the Company has fully complied with the Chapter 380 Agreement during the year ending December 31, 20 , including compliance with the City of Denton Code of Ordinances, Texas Department of Public Safety Regulations, and other applicable federal, state, or local law. SALLY BEAUTY SUPPLY, LLC Signature: Printed Name: Title: Date: Certificate of Compliance Page 2 of 2 Exhibit D AUTHORIZATION Page 13 SALLY BEAUTY SUPPLY LLC UNAMIMOUS WRITTEN CONSENT OF THE SOLE MEMBER IN LIEU OF ANNUAL MEETING as of August 2, 2016 Pursuant to the provisions of Section 18-302(d) of the Delaware Limited Liability Company Act, the undersigned, being the sole member (the "Member") of Sally Beauty' Supply LLC, a Delaware limited liability company (the "Company"), hereby waives notice of meeting and consents to the taking of each action set forth below as if an actual meeting had been held on the date hereof and instructs the Secretary of the Company to file this written consent in the minute book of the Company. The following actions shall constitute the valid action of the Member and shall have the same force and effect as if such actions had been authorized and taken at a formal meeting duly convened and held on the above date. WHEREAS, the Company owns the building and real property located at 3900 Morse Street, Denton, Texas (the "Property"); and WHEREAS, the Member considers it to be in the best interest of the Company to enter to into an Economic Development Program Grant Agreement with the City of Denton, a Texas municipal corporation (the "City of Denton"), effective as of August 2, 2016, for the purposes and consideration stated therein with respect to the development of said Property, as detailed on the attached Exhibit A (the "Agreement"). NOW, THEREFORE, BE IT RESOLVED, that the Agreement and any ancillary documents related to the Agreement, hereby are, approved for all purposes; and be it further RESOLVED, that the officers and Members be, and each of them hereby is, authorized to do or cause to be done, any and all acts and to execute and deliver any and all agreements, undertakings, consents, documents, and certificates as in their opinion, or in the opinion of counsel to the Company, may be necessary, appropriate, or desirable to carry out the terms and intent of the foregoing resolutions, including, but not limited to, the execution of the Agreement by Christian A. Brickman, the Chief Executive Officer of the Company. IN WITNESS WHEREOF, the undersigned has subscribed his name on behalf of the Members of the Company, as of the date first written above, in attestation to the accuracy of the foregoing written consents and of his approval of all actions taken as recited therein. SALLY HOLDINGS LLC, a Delaware limited liability company Matthew O. Haltom, Senior Vice President, General Counsel and Secretary Exhibit B ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH SALLY BEAUTY SUPPLY LLC This Economic Development Program Grant Agreement ("Agreement") is made and entered into as of the effective date provided for below, by SALLY BEAUTY SUPPLY LLC (the "Grantee"), a Delaware corporation, and the CITY OF DENTON (the "City"), a Texas municipal corporation, for the purposes and considerations stated below: WHEREAS, this Agreement is authorized by and made pursuant to the economic development program provisions of Chapter 380 of the Texas Local Government Code (the "Act") to promote local economic development and to stimulate business and commercial activity in the City of Denton; and WHEREAS, Grantee is contemplating the development of that certain real property located at 3900 Morse Street, Denton, Texas and as more particularly described in Exhibit A attached hereto and made a part hereof by reference (the "Property"); and WHEREAS, Grantee desires to complete an interior remodel of the Property to improve the existing facility within the City to employ at least 250 people, creating approximately 80 new or relocated jobs on or before March 2017 with an average annual wage of $51,800 as described herein and an estimated Capital Investment of approximately $7.5 Million ("Project"); and WHEREAS, on the 8t" day of December, 2015, Grantee submitted an application for economic development incentives with various attachments to the City concerning the contemplated use and development of the Property, which is on file in the City's Office of Economic Development, a copy of which is attached hereto and made a part hereof by reference as Exhibit B (the "Application for Economic Development Incentives"); and WHEREAS, on the 9th day of March, 2016, the Economic Development Partnership Board ("EDP board") reviewed the Grantee's Application for Economic Development Incentives in accordance with the City of Denton's Tax Abatement and Incentive Policy, and the EDP board found that the Project meets the qualifications for a tax incentive and recommended approval of the incentive as outlined herein unanimously (8-0); and WHEREAS, the City Council finds that the contemplated use and development of the Property, the proposed improvements provided for herein, and the other terms and conditions of this Agreement will promote economic development, increase employment, retain existing business, and will stimulate development activity within the City of Denton for the benefit of the public; NOW, THEREFORE, the City and Grantee for and in consideration of the Property and the promises contained herein do hereby contract, covenant and agree as follows: I. CONDITIONS OF THE GRANT A. In consideration of this Agreement, the retention of the Grantee's ongoing business and investment within the City of Denton, the planned improvements of an interior remodel at the Property, the creation of new jobs within the City, and subject to the Grantee meeting all the terms and conditions of the Grant as set forth herein, the City hereby grants the following: 1. A Grant equal to 50% of City ad valorem taxes attributable to Improvements, as defined herein, resulting in an increase of assessed value, above the base year of January 1, 2016, solely from the Property located at 3900 Morse Street as determined by the Denton Central Appraisal District, of real property improvements to (excluding land value) and tangible personal property (excluding inventory, vehicles and supplies) located on the Property (the "Grant"). 2. A condition of the Grant is that the combined assessed valuation of the real property Improvements (excluding land) and tangible personal property (excluding inventory, vehicles and supplies) on both the Property and the Sally Beauty headquarters facility located at 3001 Colorado, Denton, Texas (this does not include Sally Beauty retail stores) ("properties"), must be at least $28,600,000 in assessed valuation, as determined by the Denton Central Appraisal District, of the properties, for a period of three years commencing the first year following receipt by Grantee of the new certificate of occupancy ("CO") for the Property, based on the Improvements completed after the base year of January 1, 2016. If the assessed value of these properties, as determined by the Denton Central Appraisal District, is less than $28,600,000, there will be no Grant payment during that year. 2. A condition of the Grant is that throughout the Term of the Grant, beginning March 1, 2017, the Grantee shall employ a minimum threshold of 250 jobs before the end of 2017, including 80 new or relocated jobs, with a straight average annual wage of $51,800 at the Property, exclusive of benefits. Should the Grantee employ less than the minimum threshold of 250 jobs before the end of 2017, or fail to provide a straight average annual wage of $51,800, excluding benefits, the grant payment will be reduced by the percent decrease of the actual employment or the actual wage bears to the threshold set within this Agreement. For example, if the employment number equals 225, which is 10% less than the 250 jobs threshold, the Grant payment will be reduced by 10%. Or, if the average wage equals $46,620, which is 10% less than the average wage threshold, the Grant payment will be reduced by 10%. B. A condition of the Grant is that, by December 31, 2017 (subject to force majeure delays not to exceed 180 days), Grantee shall have made Improvements on or to the Property, which result in an increase in the assessed values, as determined by the Denton Central Appraisal District, as contemplated by Section I.A.1. However, prior to the expiration of the said 180 day period, the City, in its sole reasonable discretion, shall review the cause of such failure to make such improvements to determine whether an additional extension of the said time period should be granted. In the event the City determines that an additional extension of the 180 day period is appropriate, the City may grant such additional time for the making of improvements as it, in its sole reasonable discretion, deerns appropriate. For the purposes of this paragraph, the term "force majeure" shall mean any circumstance or any condition beyond the control of Grantee, as set forth in Section XIV "Force Majeure" which prevents the above-mentioned thresholds or time restraints from being met. C. The terms "Improvements" or "Contemplated Improvements" are defined as the construction, renovation, remodeling and equipping of the Property including but not limited to (1) costs related to the development and improvement of the real estate, including, without limitation, construction costs and design and engineering costs; (2) tangible personal property located on or at the Property owned or controlled by Grantee, excluding inventory and supplies. The kind and location of the Contemplated Improvements is more particularly described in the Application for Econornic Development Incentives. D. A condition of the Grant is that the Contemplated Improvements be constructed and the Property be used substantially in accordance with the description of the project set forth in the Application for Economic Development Incentives. E. A condition of the Grant is that throughout the term of the Grant, the Contemplated Improvements shall be operated and maintained for the purposes set forth herein so that the use of the Property shall be consistent with the general purpose of encouraging development or redevelopment of the City except as otherwise authorized or modified by this Agreement. F. The City shall have the right to terminate the Grant if the Grantee does not occupy the Contemplated hnprovements continuously (subject to force majeure) for the term of the Grant for the purposes set forth in the Application for Economic Development Incentives. In the event of such termination, the Grantee shall refund to the City fifty percent of Grant payments for the year in which Grantee ceases to occupy the Property, and Grant payments for future years shall be terminated. G. The City and Grantee agree to comply with all the terms and conditions set forth in this Agreement. GENERAL PROVISION A. In the event of any conflict between the City zoning ordinances, or other City ordinances or regulations, and this Agreement, such ordinances or regulations shall control, provided however the City shall not diminish the benefits to the Grantee under this Agreement through ordinances or regulations (whether now or hereafter in effect). III. ADDITIONAL TERMS AND CONDITIONS OF GRANT A. Subject to the terms and conditions of this Agreement, the City hereby agrees to pay to Grantee, on an annual basis, after the first assessment following receipt by Grantee of the new certificate of occupancy for the Property, an amount equal to 50% of the difference between: (a) the then current City ad valorem taxes for the Property and the Improvements, mimes, (b) City ad valorem taxes payable for the Property and improvements as of January I, 2016, (with the resulting payments known as the "Annual Payments"), such Annual Payments to be subject to the terms and conditions provided in this Agreement. B. Grantee shall have the right to protest and contest any or all appraisals or assessments by the Denton County Appraisal District for the Property, the Improvements or any other tangible personal property owned or controlled by Grantee and located on the Property. All calculations in this Agreement shall be based upon final assessed values after any such protest or contest. C. The Annual Payments shall be for a term not to exceed three (3) years with the first payment being due and payable on or before 60 days after the City is in receipt of all City ad valorem taxes due and payable for the Property and Improvements as of January I st of the year following the calendar year in which a certificate of occupancy is issued by the City for the Property (the `Beginning Date"), and, unless sooner terminated as herein provided, shall end after the third Annual Payment. All subsequent Annual Payments shall be due and payable on or before 60 days after the City is in receipt of all ad valorem taxes due and payable for the Property and Improvements as of January I for the respective subsequent years. D. Grantee shall comply with local taxes, fees, and permits directly affecting the City of Denton, such as local sales/use taxes, local permits, use of public easement, and their associated fees, subject to reasonable dispute by Grantee. IV. RECORDS, AUDITS, AND EVALUATION OF PROJECT A. Grantee shall provide access and authorize inspection of the Property by authorized City employees and allow sufficient inspection of financial information to insure that the Improvements are made and the threshold has been met according to the specifications and conditions of this Agreement. Such inspections shall be done in a way that will not interfere with Grantee's business operations or violate any laws, including any rules or regulations promulgated by the Securities and Exchange Commission or the New York Stock Exchange. The City shall, on an annual basis, evaluate the Project to ensure compliance with this Agreement. Grantee shall provide information to the City on a Certificate of Compliance form provided by the City as Exhibit C for the evaluation. The information shall include, without limitation, an inventory listing the kind, number, and location of and the estimated total investment value of all improvements to the property, including the value of all buildings and other structures and permanent improvements installed, renovated, repaired or located on the Property. V. FAILURE TO MEET CONDITIONS In the event (i) Grantee or the owner of the Property allow their ad valorem real property taxes owed to the City with respect to the Property or Building, or ad valorem taxes owed to the City with respect to any tangible personal property owned or controlled by the Grantee and which are located on the Property to become delinquent and fails to timely and properly follow the legal procedures for protest and/or contest of any such ad valorem real property or tangible personal property taxes; or, (ii) any other material conditions of this Agreement are not substantially met, including the Grant Conditions, then a "Condition Failure" shall be deemed to have occurred. It is understood that a Condition Failure shall not be deemed to occur merely because at a particular time it cannot be determined whether such condition will be met, but shall occur only if at a particular time it can be determined that such condition has not been met after notice and reasonable opportunity for Grantee to cure such failure. In the event that a Condition Failure occurs, the City shall give Grantee written notice of such Condition Failure and if the Condition Failure has not been cured or satisfied within ninety (90) days of said written notice, this Agreement may be terminated by the City; provided, however, that if such Condition Failure is not reasonably susceptible of cure or satisfaction within such ninety (90) day period and Grantee has commenced and is pursuing the cure or satisfaction of same, then after first advising the City of efforts to cure or satisfy same, Grantee may utilize such additional time as may be reasonably required to cure such Condition Failure. If a Condition Failure is not cured or satisfied after the expiration of the applicable notice and cure or satisfaction periods ("Condition Failure Default"), as City's sole and exclusive remedy, the Annual Payment shall be terminated with respect to the year in which notice of the Condition Failure is given and for all future years. Provided, however, that prior to the expiration of the said applicable notice and cure periods, the City, in it its sole reasonable discretion, may review the cause of such failure and may determine whether an extension of the said time period(s) shall be granted. In the event the City determines that an extension of the said time period(s) is appropriate, the City may grant such additional time as it, in its sole discretion, deems appropriate. VI. ASSIGNMENT This Agreement and Grantee's rights and obligations hereunder may not be assigned without prior notice to the City, unless such notice is prohibited by contract or applicable law in which case notice shall be provided as soon as allowable. In the event that Grantee ceases to operate its business on the Property, this Agreement shall terminate and all fixture obligations of the City, as set forth herein, shall terminate and be of no further force and effect. VII. NOTICE All notices called for or required by this Agreement shall be addressed to the following, or such other party or address as either party designated in writing, by certified mail postage prepaid or by hand delivery: SALLY BEAUTY HOLDINGS, INC.: Paul Myrick Vice President, Real Estate Sally Beauty Holdings 3001 Colorado Blvd. Denton, TX 76210 Matt Haltom Senior Vice President, General Counsel and Secretary Sally Beauty Holdings 3001 Colorado Blvd. Denton, TX 76210 CITY: City Manager City of Denton 215 E. McKinney Denton, Texas 76201 VIII. CITY COUNCIL AUTHORIZATION This Agreement is authorized by the City Council at its meeting on the day of , 2016, authorizing the Mayor to execute this Agreement on behalf of the City. IX. AUTHORIZATION Grantee represents that it has the corporate right, power and authority necessary to execute, deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated herein have been duly and validly authorized by all necessary corporate and member action. Evidence of such right, power and authority shall be attached as Exhibit D. X. SEVERABIILTY In the event any section, subsection, paragraph, sentence, or phrase is held invalid, illegal or unconstitutional, the balance of this Agreement shall stand, shall be enforceable and shall be read as if the parties intended at all times to delete said invalid, illegal or unconstitutional provision. XI. ESTOPPEL CERTIFICATE Any party hereto may request an estoppel certificate from another party hereto so long as the certificate is requested in connection with a bona fide business purpose. The certificate shall include, but not necessarily be limited to, statements that this Agreement is in full force and effect without default (or if default exists the nature of default and curative action, which should be undertaken to cure same), the remaining term of this Agreement, the levels and remaining term of the Annual Payments in effect, and such other matters reasonably requested by the party(ies) to receive the certificates. XII. STANDING Grantee, as a party to this Agreement, shall be deemed a proper and necessary party in any litigation questioning or challenging the validity of this Agreement or any of the underlying ordinances, resolutions, or City Council actions authorizing same and Grantee shall be entitled to intervene in said litigation. XIII. APPLICABLE LAW This Agreement shall be construed under the laws of the State of Texas. Venue for any action under this Agreement shall be the appropriate court serving Denton County, Texas. This Agreement is fully performable in Denton County, Texas. XIV. FORCE MAJEURE If, because of flood, fire, explosions, civil disturbances, strikes, war, acts of God, or other causes beyond the control of either party, either party is not able to perform any or all of its obligations under this Agreement, then the respective party's obligations hereunder shall be suspended during such period but for no longer than such period of time when the party is unable to perform XV. INDEMNIFICATION NO JOINT VENTURE. NOTHING CONTAINED IN THIS AGREEMENT IS INTENDED BY THE PARTIES TO CREATE A PARTNERSHIP OR JOINT VENTURE BETWEEN THE PARTIES, AND ANY IMPLICATION TO THE CONTRARY IS HEREBY EXPRESSLY DISAVOWED. IT IS UNDERSTOOD AND AGREED THAT THIS AGREEMENT DOES NOT CREATE A JOINT ENTERPRISE, NOR DOES IT APPOINT EITHER PARTY AS AN AGENT OF THE OTHER FOR ANY PURPOSE WHATSOEVER. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, NEITHER PARTY SHALL IN ANY WAY ASSUME ANY OF THE LIABILITY OF THE OTHER FOR ACTS OF THE OTHER OR OBLIGATIONS OF THE OTHER. FURTHER, THIS AGREEMENT DOES NOT CAUSE OR SUPPORT ANY TYPE OF JOINT EMPLOYMENT IN ANY WAY BETWEEN THE PARTIES. THE CITY, ITS PAST AND FUTURE OFFICERS, ELECTED OFFICIALS, EMPLOYEES, AND AGENTS EXPRESSLY DO NOT ASSUME ANY RESPONSIBILITIES OR LIABILITIES TO ANY THIRD PARTY IN CONNECTION WITH THE PROJECT OR THE DESIGN, CONSTRUCTION, OR OPERATION OF ANY PORTION OF THE IMPROVEMENTS. XVI. AMENDMENT This Agreement is the entire agreement of the parties and may only be modified by a written instrument executed by both parties. XVII. EFFECTIVE DATE This Agreement is effective as of the day of , 2016. CITY OF DENTON, TEXAS C CHRIS WATTS MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO FORM: ANITA BURGESS, CITY ATTORNEY !� SALLY BEAUTY SUPPLY LLC BY: MATTHEW HALTOM SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY ACKNOWLEDGMENTS STATE OF TEXAS COUNTY OF DENTON The foregoing Economic Development Agreement was executed before me on the ____ day of , 2016 by Howard Martin, Interim City Manager of the City of Denton, Texas, a Texas municipal corporation, on behalf of said Municipal Corporation. Name: Notary Public in and for the State of Texas STATE OF TEXAS COUNTY OF DENTON he foEconomic Development Program Agreement was executed before me on t4 � day of re oin . , 2016 by Matthew Haltom, of Sally Beauty Supply, LLC, on behalf of said limited liability company. MELISSA HENDERSON +�Notary public �' State of Texas or Comm. Expires 09/15/2017 241��t�t..I��� Notary Public in and for the State of Texas Page 8 of 8 EXHIBIT A PROPERTY DESCRIPTION Lots 1 and 6, in BLOCK 3, of GOLDEN TRIANGLE INDUSTRIAL PARK, PHASE V, an Addition to the City of Denton, Denton County, Texas, according to the Plat thereof recorded in Cabinet C, Page 87, Plat Records, Denton County, Texas. (Commonly known as 3900 MORSE STREET) The plat hereon Is a true and accurate representation of the property as determined by survey made on the ground, the lines and .dimensions of said property as being Indicated on the Plat. The size, location and type of buildings and Improvements are as shown, all Improvements being within, the boundaries of the property except as shown, set back from the property lines Is as shown, and distance from the nearest street or road Is as shown on `the Plat. there are n isible encroachmen vlsibie protrusions or apparent easements, except as shown on the Plat. OP I further certifythat onl•i y �pprtion shown .of subject ....... .. � , property ties within s epeeist flood hazard area according to the FLOOD INSURANCE ELATE MAP "'r""°'••���••••� �.. . for Denton County and Incorporated Areas, Map "'-""'�••�°�•••••••••r•••�j Number 48121C0380, Dated March 30, 1988. (Subject I'D 6k��i ED Property lies In Zone A and Zone X approximates PROPESSI,5,>S.i, YOR as shown.) 4238 1 5 NORTH Dd DEiNiON, i XAS 76207 ;AN1VdARK 94 82-4016 SURVEYORS, INC. FAX (940)'387-9784 DRAWN BY: BTH SCALE: f=60' DATE: 06 SEPTEMBER, 2000 JOB NO: 0012533 45' B -B (50' R.O. W.) -_ -K HE -RE -Y ---fl i+E-------------- N 02'54'17" E 534.15' ---�o— 25' B.L.-- --- v zh � ptil A 300.8' ON z v> A ~ N () O t' N �x N rA D m m 71zlzp r -O O I b 331.3' i v y � � mn o O n x U 0 0 0 ;u C) r� O xZ i w --_0---- O *n O -Z x n � O al O m r O iN cn v v N co O !" m x c' r O Q P I OD OC? 0 _--50'B.L . —----- —J -----_ b I nv~i CONC. S 03'08'40 W-530.11' A -Y- >WLf--R6A° ----- 24' B-E y � � mn o O n x U 0 0 0 ;u C) r� O xZ i w --_0---- O *n O -Z x n � O al O m r O iN cn v v N co O !" m x c' r O Q P I OD OC? 0 _--50'B.L . —----- —J -----_ b I nv~i CONC. S 03'08'40 W-530.11' A -Y- >WLf--R6A° ----- 24' B-E Lots 1 and 6, in BLOCK 3, of GOLDEN TRIANGLE INDUSTRIAL PARK, PHASE V, an Addition to the City of Denton, Denton County, Texas, according to the Plat thereof recorded in Cabinet C, Page 87, Plat Records, Denton County, Texas. (Commonly known as 3900 MORSE STREET) The plat hereon is a true and accurate representation of the property as determined by survey made on the ground, the tines and dimensions of said property as being Indicated on the Plat. The size, location and type of buildings and Improvements are as shown, all Improvements being within, the boundaries of the property except as shown, set back from the property lines Is as shown, and distance from the nearest street or road Is as shown on `the Plat. There are n isibie encroachmen vlalble protrusions or apparent easements, except ,as shown on the Plat. OF I further certify that only portion shown .of subject ��,.`.,�\ property Iles within a special flood hazard area according to the FLOOD INSURANCE .RATE MAP "'_••,•••�•••••••�•�•• Oc for Denton County and Incorporated Areas, Map "'-"""""^••••••�••�••i Number 4812100380, Dated March 30, 1988. (Subject LD96 �kgt itED Property Iles In Zone A and Zone X approximates PROFESSI RfySt YOR as shown.) ,..:- alae i- s NORTHDENTON, T XAS 76207 ANDMARK s4 e2-4016 'SURVEYORS, INC. FAX (940)-387-9784 DRAWN BY: BTH SCALE: f=60' DATE: 06 SEPTEMBER, 2000 JOB NO: 0012533 45'9-B | / | / | / | / | / | / | / \ �| � u u u � no U U � U U r v " 8 " ~| � C) 71 / r) �� | �w / - "------ ~ ------'~��-----_-__ ] / _ � | | 8 �� � � - � � v --' --- � ~ . |� || |' .. ' ��uc mu.E. ' ' � u u u � no U U � U U r v " 8 " ~| � C) 71 / r) �� | �w / - "------ ~ ------'~��-----_-__ ] / _ � | | 8 �� � � - � � v EXHIBIT B APPLICATION FOR ECONOMIC DEVELOPMENT INCENTIVES 2014 "rax Abatement Policy CITY OF DENTON TAX ABATEMENT AND INCENTIVE POLICY I. GENERAL PURPOSE AND OBJECTIVES The City of Denton (City) is committed to the promotion of high quality development in all parts of the city and to an ongoing improvernent in the quality of life for its citizens. Insofar as these objectives are generally served by the enhancement and expansion of the local economy, the City will, on a case-by-case basis, give consideration to providing tax abatement or other incentive as a stimulus for economic development in Denton. It is the policy of the City that said consideration will be provided in accordance with the procedures and criteria outlined in this document. Nothing herein shall imply or suggest that the City is under any obligation to provide an incentive to any applicant. All applicants shall be considered on a case-by-case basis. Incentives will not be considered if construction of a project already has begun. Tax abatements, as described in this Policy, will be available for businesses wanting to locate, expand or modernize, existing or new facilities and structures, including, without limitation, basic industries, corporate office headquarters or distribution centers, except as this Policy may be limited for property described in Section 312.211(a) of the Texas Property Tax Code (Vernons Texas Civil Statutes Annotated, hereinafter referred to as "Tax Code.") In addition to tax abatements, the City may provide alternative or additional incentives to businesses utilizing its authority under Chapter 380 of the Texas Local Government Code (hereinafter referred to as "Chapter 380.") Chapter 380 of the Texas Local Government Code states that a municipality may establish and provide for the administration of one or more programs for making loans and grants of public money and providing personnel and services of the municipality, to promote state or local economic development and to stimulate business and commercial activity in the municipality. The City of Denton will consider, on a case-by-case basis, the use of grants and loans as incentives to accomplish one or more of the following economic development objectives: • Development and diversification of the economy • Elimination of unemployment or underemployment • Expansion of transportation or commerce • Attraction of major investment • Expansion of primary employment • Stimulation of agricultural innovation The City of Denton may establish targeted incentive programs to accomplish one or more of the above objectives. Such programs could include, but are not limited to: • Targeted industry cluster or supply chain recruitment initiatives • Capital grants or loans for start-up and small businesses to promote entrepreneurship • Special incentive programs within certain boundaries of the City in order to promote infill redevelopment and attract businesses that meet pre -determined desirable criteria • Grants to offset costs associated with public infrastructure improvements and/or impact fees • Cash incentives to gain a competitive position when in direct competition for a project 2014 Tax Abatement Policy II. ECONOMIC DEVELOPMENT PARTNERSHIP BOARD Requests for tax abatement or other incentives shall be reviewed by the Economic Development Partnership (EDP) board, on a case-by-case basis unless otherwise directed by City Council, the EDP board being comprised of two City Council members, two Chamber of Commerce board members, two representatives from the top twenty taxpayers, one representative from the University of North Texas, one member with aviation experience, and one member at -large. The EDP board serves as a recommending body to the City Council regarding whether economic development incentives should be offered in each individual case. Its recommendation shall be based upon an evaluation of information submitted in the incentive application and any additional information requested by the EDP board or presented to the EDP board. The Incentive Application shall be substantially in the form of Exhibit A of this Policy. All meetings of the EDP board shall be held in compliance with the Texas Open Meetings Act, Chapter 551 of the Texas Government Code. III. VALUE OF INCENTIVES The criteria outlined in the Application will be used by the EDP board in determining whether or not it is in the best interests of the City to recommend that incentives be offered to a particular project. Specific considerations will include the degree to which the individual project furthers the goals and objectives of the community as described in the Denton Comprehensive Plan, as well as the relative impact on growth, employment, expansion of the tax base, economic development and human health and the environment. 'Fax Abatements New, expanding and modernizing businesses may be considered for a tax abatement if the minimum threshold, as described in Table 1 below, is met. Once a determination has been made that a project is eligible for a tax abatement, the following table will serve as a basis for determining amount and term of abatement: TABLE 1: Establishes a framework for considering the length and percentage of abatement according to assessed property value of improvements and of tangible personal property located on the real property. Page 2 of 18 2014 "rax Abatement Policy VALUE OF STRUCTURE AND PERSONAL PROPERTY IN MILLION DOLLARS YEARS OF ABATEMENT PERCENTAGE OF ABATEMENT 100 10 25% 80 9 25% 65 8 25% 50 7 25% 35 6 25% 20 5 25% 15 4 25% 10 3 25% 5 2 25% To qualify, companies must meet the minimum threshold of the Policy in the first 24 months from the execution of the agreement or as specified in the tax abatement agreement. If upon initial application a project qualifies for tax abatement under the guidelines set forth in this Policy, the City may consider granting an additional 5% abatement for each one of the following factors provided, however, that the total tax abatement does not exceed 50% annually or continue for a period of more than ten years. No applicant may receive credit for more than five of the following factors: ■ The project will occupy a building that has been vacant for at least two years; ■ The project will create high -skilled, high -paying jobs as documented by the applicant; (A breakdown of number of jobs per job classification and entry level wage per classification will be used to determine eligibility); ■ The project will involve a significant relationship with one of the two universities in Denton; ■ At least 25% of the new jobs created by the project will be filled by Denton residents; ■ A minimum of 25% of local contractors and local subcontractors will be utilized during construction of the project; ■ The project will provide knowledge-based jobs (at least 25 percent of jobs require college bachelors degree at entry level); ■ The project will donate significant public art to the community. (To qualify, donation must be approved by Greater Denton Arts Council and City Council); ■ The project will donate significant rnaterials/equipment to the public schools (to qualify, donation must be approved by DISD and City Council); ■ The project will create improvements to the Denton Downtown Implementation Plan area; ■ The project will result in the formation of a business park; ■ The project is an international or national headquarters facility. ■ The project is a medical manufacturing or research facility. ■ The project incorporates significant environmentally sustainable practices that includes: Leadership in Energy and Environmental Design (LEED) certification, recycling initiatives, the manufacture of sustainable materials or products that support sustainable industries, or the incorporation of clean technology. Page 3 of 18 2014 Tax Abatement Policy ■ Renewable Energy will be generated, stored or utilized for the project on an ongoing basis; ■ The applicant is committed to actively supporting the Denton Community. The total tax abatement may not exceed 50% annually for ten years. All abatements are subject to final approval of the City Council. Even though a project may meet the criteria as set forth in this Policy, an application may be denied at the discretion of the City. Tax abatement shall not apply to any portion of the land value of the project. The thresholds as described in Table I are considered guidelines for establishing the Tax Abatement Agreement terms. However, the City may determine that a lower or higher percentage and/or a shorter or longer term of abatement may be more appropriate for an individual project. If the abatement is approved, the City may consider applying all or a portion of the abatement in the first year or during any shorter period within the term of the tax abatement agreement. For example, an approved abatement of 25 percent for four years may be applied as 100 percent abatement for one year. When the City of Denton determines that incentives are required to retain existing businesses, which propose to improve or redevelop property within the City limits, the Denton City Council may consider these "special projects" on a case-by-case basis and reserve the right to waive the minimum threshold and/or exceed fifty percent (50%) in tax abatement. The City of Denton may also take into consideration as "special projects" the expansion/redevelopment of existing businesses that create new or additional professional jobs. New or existing businesses that incorporate environmentally sustainable practices or have a renewable energy component may also be considered "special projects." Abatement hereunder will only apply to the increased valuation of the improvements over the appraised value of the property prior to such improvements as same is established by the Denton Central Appraisal District the year in which the tax abatement agreement is executed. The City may also consider other tax incentives authorized by law. Chapter 380 Incentives At times when alternative incentives may be preferable to a tax abatement, the City Council has the authority under Chapter 380 to create a custom incentive in order to accomplish specific economic development goals. Chapter 380 incentives will be considered on a case-by-case basis, and may be considered for one or more of the following criteria: • A certain number of net new jobs with wages above Denton's median household income • The relocation of a company that promotes the growth of targeted industry clusters such as high- tech companies, aviation/aerospace industry, or supply chain clusters that support Denton's existing primary employers • Incentives for businesses that cause infill redevelopment or other desirable development objectives • Any other activity which the City Council determines meets a specific public purpose for economic development Definitions: Local contractors and local sub -contractors refers to vendors that have their "principal office or place of business," as reported to the Texas Secretary of State Office, located within Denton City Limits or Page 4 of 18 2014 Tax Abatement Policy Extraterritorial Jurisdiction (ETJ). The minimum requirement of 25%, to be eligible under this consideration, will be based on the estimated construction valuation of the project. Knowledge-based jobs are defined as occupations which: • Require specialized and theoretical knowledge, usually acquired through a college education or through work experience or other training which provides comparable knowledge; • Require some research, analysis, report writing and presentations; • Require special licensing, certification, or registration to perform the job task; A Business Park is defined as a multi -building, multi -tenant, master planned complex of approximately one million square feet or more under roof, constructed to house manufacturing, distribution, assembly, and office facilities. Leadership in Energy and Environmental Design (LEED) certification is a voluntary internationally recognized green building certification system, with verification by a third -party that a building or community was designed and built using strategies aimed at improving performance across the following metrics: • energy savings • water efficiency • CO2 emissions reduction • improved indoor environmental quality • stewardship of resources. The certification levels consist of the following: Basic, Silver, Gold and Platinum and are weighted on a 100 point system. The LEED system measures: innovation in design; sustainable sites; water efficiency; energy and atmosphere; materials and resources; indoor environmental quality; and locations and linkages. The manufacture of sustainable materials or products may include but is not limited to: biobased, recyclable and reclaimed goods. Denton is located in an air quality nonattainment region designated by the Environmental Protection Agency for air pollution levels that continually exceed national standards. Products and equipment that support sustainable industries or clean technologies that reduce environmental pollution are encouraged and may qualify for consideration under this section. Community support and involvement may include but is not limited to monetary or active investment in local non profits, public institutions or community organizations. Membership and participation in a Denton chamber of commerce is an example that may qualify under this consideration. The EDP board will consider criteria proposed by the applicant, review and make a recommendation on the eligibility of the applicant's community support and recommend whether an additional five percent should be added to the overall incentive percentage. When the City determines that abandoned property may require additional incentives to promote economic development that generally satisfies the requirements of this Policy, the City may waive the minimum threshold and/or exceed fifty percent (50%) in tax abatement, or consider other tax incentives for special projects to redevelop abandoned buildings consistent with existing law. For the purpose of this Policy, an abandoned building is defined as a building that has been identified as being suitable for commercial or industrial development, has been vacant for a minimum of five -years or has substantially declined in appraised value. Abatement would only be considered on the increased valuation of the improvements in each year covered by the tax abatement agreement over the value of the property for Page 5 of 18 2014 Tax Abatement Policy the year in which the tax abatement agreement is executed. The City may also consider other tax incentives authorized by law. Preliminary Application IV. PROCEDURAL GUIDELINES Any person, organization or corporation desiring that the City consider providing incentives to encourage location or expansion of facilities within the limits of the jurisdictions shall be required to comply with the following procedural guidelines. Nothing within these guidelines shall imply or suggest that the City is under any obligation to provide an incentive to any applicant. A. Applicant shall complete the attached "Incentive Application." B. Applicant shall prepare a map or other documents providing the following: ■ precise location of the property and all roadways within 500 feet of the site ■ existing uses and conditions of real property ■ proposed improvements and uses ■ any proposed changes in zoning ■ compatibility with the Denton Comprehensive Plan and applicable building codes and City ordinances. ■ A complete legal description. C. Applicant shall complete all forms and information detailed in the Application and submit all information to the City Manager (or his/her designee), City of Denton, 215 E. McKinney, Denton, TX 76201. D. All information in the application package detailed above will be reviewed for completeness and accuracy. Additional information may be requested as needed. E. The application will be distributed to the appropriate City departments for internal review and comments. Additional information may be requested as needed. F. Copies of the complete application package and staff comments will be provided to the EDP board. G. Fiscal agents of the City will review the application for comments and recommendation. Additional information may be requested as needed. Consideration of the Application H. The EDP board will consider the application at a regular or special -called meeting(s). Additional information may be requested as needed. Page 6 of 18 2014 Tax Abatement 110hev The recommendation of the EDP board will be forwarded, with all relevant materials, to the City Council. J. If the City Council decides to grant a tax abatement, it shall call a public hearing to consider establishment of a tax reinvestment zone in accordance with Section 312.201 of the Tax Code. The reinvestment zone must meet one or more of the criteria of Section 312.202 of the Tax Code. K. The City Council may consider adoption of an ordinance designating the area described in the legal description of the proposed project as a commercial/industrial tax abatement zone. L. The City Council may consider adoption of an ordinance or resolution approving the terms and conditions of a contract between the City and the applicant governing the provision of the tax abatement or incentive and the commitments of the applicant, including all the terms required by Section 312.205 of the Tax Code and such other terms and conditions as the City Council may require. Should the commitments subsequently not be satisfied, the tax abatement or other incentive shall be null and void (unless the tax abatement agreement provides for a recapture of the property tax revenue lost proportionate to a partial failure to meet the minimum thresholds set forth in the agreement) and all abated taxes or other incentive shall be paid immediately to the City of Denton. Provisions to this effect shall be incorporated into the agreement. N. The City reserves the authority to enter into tax abatement agreements at differing percentages and/or terms as set forth in the guidelines of this Policy, consistent with the requirements of the Tax Code. The City also reserves the authority to enter into incentive agreements under Chapter 380 of the Texas Local Government Code. Any incentive agreement will address various issues, including but not limited to, the following: 1. General description of the project 2. Amount of the tax abatement and percent of value to be abated each year 3. Method of calculating the value of the abatement 4. Duration of the abatement, including commencement date and termination date 5. Legal description of the property 6. Kind, number, location and timetable of planned improvements 7. Specific terms and conditions to be met by applicant 8. The proposed use of the facility and nature of construction 9. Contractual obligations in the event of default, violation of terms or conditions, delinquent taxes, recapture, any decrease in valuation, administration and assignment Annual Evaluation Upon completion of construction and/or other threshold criteria, the City Council shall receive from the City Manager (or his/her designee) an annual evaluation of each incentive to insure compliance with the agreement and to report possible violations of the agreement to the appropriate taxing entities. After new tax base numbers are received in July of each year, the City Manager and his staff will have ninety (90) days to review and prepare a breakdown of those figures. Page 7 of 18 2014 Tax Abatement Policy Local Businesses and Historically Underutilized Businesses Businesses receiving an incentive are asked to use diligent efforts to purchase all goods and services from Denton businesses whenever such goods and services are comparable in availability, quality and price. The City of Denton also encourages the use, if applicable, of qualified contractors, subcontractors and suppliers who are historically underutilized businesses based on information provided by the General Services Commission pursuant to Chapter 2161 of the Government Code. In the selection of subcontractors, suppliers or other persons or organizations proposed for work on this Agreement, the OWNERS agree to consider this Policy and to use their reasonable and best efforts to select and employ such companies and persons for work on this Agreement. Job Recruiting from Low -Moderate Income Census Tracts Businesses receiving incentives are asked to endeavor to make available, or endeavor to cause lessees or assignees to make available, full-time or part-time employment with on-the-job training for Denton citizens. In this effort, the business, lessee or assignee is encouraged to recruit from the low -moderate income Census tracts as further defined by the U.S. Department of Housing and Urban Development's (HUD) Qualified Census Tracts (QCT) map shown in Figure 1. HUD defines QCTs as "census tracts in which one-half or more of the households have incomes below 60 percent of the area median income or the poverty rate is 25 percent of [or] higher. Page 8 of 18 2014 Tax Abatement Policy FIGURE 1: DENTON, TEXAS 2010-2011 Qualified Census Tracts U.S. Department of Housing mid Urban Development Office of polity Development and Research ,...1,k) i..zv E i �o, = .92p4;b2�`. fAap Terrain Q r02 02 ' Nn 0205. 0205,02 0204,02 Lakes P¢ 10204.02 i cc 05 D7 i �6ftsm Y 204.03 %M V 0204,83 M� f 0208.08 14.01 � � � Fv � � s � ✓ �^x >ia th Q21u 5 `� 5� ' +.n , T S t3c31t Ik {t 6tap data 02012 Google- E. s 4s V.1,,' C v Page 9 of 18 Tract Outline Qualified Census Tracts (2010-2011) 2014 Tax Abatement Policy EXHIBIT A The City of Denton Incentive ADDlication About the Application... The Incentive Application provides the City with specific information on the project. The information requested in the Application is designed to address the criteria developed within the City of Denton's Incentive Policy. The information serves as the basis for fiscal analysis and overall project evaluation. This evaluation is provided to the Economic Development Partnership (EDP) board and Council Members and serves as a source document during EDP board and City Council deliberations. The Application and the Agreement... Specific information from the Application (such as value of new investment and employment commitments) is incorporated into the Incentive Agreement. In fact, the Application is an attachment to the Agreement. Since the Agreement is a binding contract, it is important that each question on the application be answered in full and as realistically as possible. Simply put, the application is part of the process from start to finish so you'll want to make sure you're comfortable with the contents. When Is The Application Final? The answer to this question is very simple: When you tell us, "It's final." It is not uncommon for a business entity to submit numerous Applications as drafts for informational and evaluative purposes only. As conversations continue, the business entity will submit a finalized version of the Application that includes all of the commitments agreed to during the discussions. What about Confidentiality? Section 312.003 of the Texas Tax Code makes confidential information provided to the City as a part of this application that describes the specific processes or business activities to be conducted or the equipment or other property to be located on the property. This information is not subject to public disclosure until the incentive agreement is executed. Section 522.131 of the Texas Government Code (Texas Public hlformation Act) makes confidential information which relates to economic development negotiations between the City and a business prospect that the City seeks to have locate, stay or expand in or near the territory of the City. The information must relate to a trade secret of the business prospect, commercial or financial information which the business prospect can demonstrate based on specific factual evidence that disclosure would cause substantial competitive harm to the person from whom the information was obtained or information about a financial or other incentive being offered to the business prospect by the City or by another person. Information about a financial or other incentive being offered to the business prospect is required to be disclosed when an agreement is made with a business prospect. The City is subject to disclosing most records and doCUlnentS upon request under the Public Information Act. Accordingly, please clearly indicate and mark any information you consider proprietary. This would include anything in your application which you consider a trade secret, commercial or financial information which you can demonstrate by specific factual evidence that would cause substantial competitive harm if disclosed, information which describes the specific processes or business activities to be conducted or the equipment or other property for which the incentive is sought, any financial or other incentive you may be seeking from the City or any other information you deem to be confidential under the law. Who is Authorized To Sign the Application? Because the Application itself is non-binding, the person signing need not be the property owner or even an individual duly authorized to sign on behalf of the property owner. However, if an Agreement is reached, the Application will be an attachment to the Agreement and its contents will be binding through the authorized signature required on the Agreement. Page 10 of 18 2014 Tax Abatement Policy EXHIBIT A CITY OF 1 ► t7► City of Denton Incentive Application City of Denton Department of Development Services, Economic Development Division 215 E. McKinney St. Denton, Texas 76201 (940) 349-7776 (940) 349-8596 FAX www.cityofdenton.com Cat-oline.Booth a,cityofdenton.com Page I 1 of 18 2014 Tax Abatement Policy INCENTIVE APPLICATION CITY OF DENTON, TEXAS Property Owner Sallv Beautv Holdinas Company or Project Name Sally Beauty Holdings - World Headquarters Mailing Address 3001 Colorado Blvd Denton. TX 76210 Telephone 940/898-7500 1 Fax No. Website www.sallvbeautvholdinas.com Contact Name Paul Myrick Title VP Real Estate Mailing Address same as above Telephone 940/297-4499 Fax No. 940/381-9022 Email Address pmyrick@sallybeauty.eom 2. Provide a chronology of plant openings, closing and relocations over the past 15 years. Developed and moved into the above stated HQ office facility in 2005, continued to own and now use former building at 3900 Morse Street. The corporation operates approx 5,000 store locations world-wide as a leading speciality retailer and distributor of professional beauty supplies with revenues of $3.8 billion annually. Open between 100-150 new stores annually and operate over ten (10) distribution centers. 3. Provide a record of mergers and financial restructuring during the past 15 years. Continue to acquire smaller operations and companies to grow our overall presence and network, however, all corporate functions are supported from the offices location in Denton. 4. Will the occupants of the project be owner or lessee? If lessee, are occupancy commitments already existing? Sally Beauty Holdings will continue to own and occupy the building (3900 Morse Street) as well as 3001 Colorado Blvd both here in Denton. 5. Is the project a relocation of existing facility or a new facility to expand operations? If relocation, give current location. The project is a complete interior remodel of the existing facility at 3900 Morse Street to continue to increase our employee base. 6. If an existing Denton business, will project result in abandonment of existing facility? If so, the value of the existing facility will be subtracted from the value of the new facility to arrive at total project value. Page 12 of 18 2014 Tar Abatement Policy No abandonment is a part of this remodel plan. We will only continue to grow our employee base here now totalling approx 1,000 employees in both facilities as well as managing 27,000 employees worldwide. 7. Property Description. Attach a copy of the legal description detailing property's metes and bounds. See attached Attach map of project including all roadways, land use and zoning within 500 feet of site. See attached 8. Current Value. Attach copy of latest property tax statement from the Denton County Central Appraisal District Include both real (land and improvements) and personal property). See attached 9. Increased Value/Estimated Total Cost of Project. Structures $ 4,428,000.00 Site Development $ 94,000.00 Personal Property $ 2,600,000.00 Other Improvements $ 368,000.00 10. Indicate percent of tax abatement and number of years requested. Percent Requested Years Requested List any other financial incentives this project will request/receive None Estimated Freeport Exemption $ Estimated Electric Utility Industrial Development Rider $ Estimated Water/Wastewater Infrastructure Assistance $ Chapter 380 Incentive 11. Give a brief description of the activities to be performed at this location, including a description of products to be produced and/or services to be provided. The project is a complete remodel of the interior office portion of the builidng at 3900 Morse Street. The scope of the project includes, new windows, flooring, walls, ceiling, interior lights, cafe/dining area, breakrooms, furinture, data and phone cabling, lobby, HVAC ducting system, roof repairs, HVAC unit repairs, electrical switch replacement/upgrade, restroom upgrades, as well as later improvements to the parking lot, landscaping and over time will continue to convert the warehouse portion of the structure to office use. 12. Describe any off-site infrastructure requirements: • Water None • Wastewater None Page 13 of 18 2014 Tax Abatement Policy • Streets None • Drainage None • Other None 13. Project Operation Phase. Provide employment information for the number of years incentive is requested. F. Types of jobs created. List the job titles and number of positions in each category that will be employed at the facility. Provide average wage for each category. Accounts Receivable / Credit & Collections / Customer Service Inside sales / Ecommerce / Web Content Departments with additional accounting and finance departments added in 2016-2017- 85 customer service Reps - 32 Credit & Collection Reps - 8 Supervisors - 6 Dept Managers - 4 Area Directors with additional roles being added within 2016-2017 - at the completion of the remodel project there should be approximately 400 full time positions in the facility. The base salary ranges for these positions is $27k to $150k depending on position G. Indicate the number of shifts the project will operate Standard busines hours for most positions - 7am to 6pm generally Page 14 of 18 At Project Existing Start Date At Term of Employment Information Operation (mo/yr) Incentive (if applicable) / A. Total number of permanent, full-time jobs 200 Feb 2016 150 B. Employees transferred from outside Denton 50 Feb 2017 250 C. Net permanent full-time jobs (A. minus B.) 150 350 E. Total annual payroll for all permanent, full-time $6.5M $12.8M jobs (A.) F. Types of jobs created. List the job titles and number of positions in each category that will be employed at the facility. Provide average wage for each category. Accounts Receivable / Credit & Collections / Customer Service Inside sales / Ecommerce / Web Content Departments with additional accounting and finance departments added in 2016-2017- 85 customer service Reps - 32 Credit & Collection Reps - 8 Supervisors - 6 Dept Managers - 4 Area Directors with additional roles being added within 2016-2017 - at the completion of the remodel project there should be approximately 400 full time positions in the facility. The base salary ranges for these positions is $27k to $150k depending on position G. Indicate the number of shifts the project will operate Standard busines hours for most positions - 7am to 6pm generally Page 14 of 18 2014 Tax Abatement Policy FF. Estimate annual utility usage for project: Electric kWh Water gpd $173,673 Sewer &Water $18,857 Wastewater gpd Gas $17,873 mcf 14. Describe any other direct benefits to the City of Denton as a result of this project (e.g., sales tax revenue or project elements identified in Tax Abatement Policy, Section III). NA 15. Is property zoned appropriately? es No Current zoning. EC -1 (Employment Center Industrial) Zoning required for proposed project. current use remains Anticipated variances. none 16. Is property platted? /Yes No Will replatting be necessary Yes ✓No 17. Discuss any environmental impacts created by the project. None, use remains as is A. List any permits for which applicant must apply. Applicant will be required to provide City with copies of all applications for environmental permits upon completion of application(s). Builidng permit and fire alarm / system permit B. Provide record of compliance to all environmental regulations for the past five years. N/A 18. Provide specific detail of any businesses/residents that will be displaced and assistance that will be available from the requesting company. N/A 19. Provide description of any historically significant area included within the project's area as determined by the Historic preservation Officer. If any, give detail of how the historically significant area will be preserved. N/A Page 15 of 18 2014 "Cax Abatement Policy 20. Justification for Incentive Request: Substantiate and more fully describe the justification for this request. Include the amount of the incentive requested and show how it will contribute to the financial viability of the project. Submit attachments if necessary. Sally Beauty has been based in Denton since 1982 when we had 119 stores, today we have over 5,000 stores world-wide. We have approximately 1,000 full time employees based in Denton and are in the top 7 private employers in the City. We are supporters of The Children's Advocacy Center, American Heart Association Go Red for Women, Adopt a Child through Hope, Denton Food Bank, national supporter of United Way and for the past 5 years the presenting partner for the North TX Susan G Komen Race for the Cure. We are additionally a Founding Member of UNT Global Digital e ai ing Nesearch Center as well as hold a seat on the Denton Chamber ot Commerce as well as the Women in Commerce that supports women owned business in Denton County. 21. List additional abatement factors to be considered for this project as outlined on pages 3 and 4 of the Incentive Policy. 22. Pinancial Information: Attach a copy of the latest audited financial statement or, in the case of a new project, a business plan. 23. Does the project have an eligible environmentally sustainable or renewable energy component (if so, please identify type and provide a brief description)? installing LED lights throughout the office portion of the building 24. Applicants seeking LEED certification must complete the Green Building Application for Tax Abatement (Exhibit B of the policy). N/A Page 16 of 18 Occupies building vacant for at least 2 years Donation of materials to public schools Project creates high -skilled, high -paying jobs Improvements to Downtown V Significant relationship with universities Project forms business park V 25% of new jobs filled by Denton residents V International or national headquarters 25% local contractors to be utilized Medical manufacturing or research facility V 25% ofjobs are knowledge-based Environmentally sustainable practices used Donation of significant public art Renewable Energy generated/stored/utilized V Community support and involvement: Attach description of community involvement 22. Pinancial Information: Attach a copy of the latest audited financial statement or, in the case of a new project, a business plan. 23. Does the project have an eligible environmentally sustainable or renewable energy component (if so, please identify type and provide a brief description)? installing LED lights throughout the office portion of the building 24. Applicants seeking LEED certification must complete the Green Building Application for Tax Abatement (Exhibit B of the policy). N/A Page 16 of 18 2014 Tax Abatement Policy COMPLETE THIS SECTION IF REQUESTING ADDITIONAL INCENTIVE BASED ON LEED CERTIFICATION CONSTRUCTION 1. Property Owner Company or Project Name Mailing Address Telephone Fax No. Website Contact Name Title Mailing Address Telephone Fax No. Email Address 2. Project location address: 3. Provide documentation that the project has been registered with the U.S. Green Building Council. 4. Provide a description of the project (please include the building size, number of occupants and estimated budget). 6. Attach a preliminary Leadership in Energy and Environmental Design (LEED) Scorecard illustrating how project will achieve the LEED certification. Level of Certification: Number of Points: Page 17 of 18 2014 "rax Abatement Policy This Incentive Application is submitted with the acknowledgement that additional information may be required. Authorized Signature Date: Page 18 of 18 EXHIBIT C CERTIFICATE OF COMPLIANCE s:Acconomic development\incentives\incentive agreements\sally beauty\2016 incentive applicationA380 agreement\exbibit c certificate of compliance 10-24-16.docx CITY OF DENTON CERTIFICATE OF COMPLIANCE Company: Sally Beauty Supply LLC Reporting Year: January 1 - December 31, 201 Contract Year No. of 3 Investment 1.1 Section I.A.1. of the Chapter 380 Agreement requires the capital investment to generate a minimum of assessed real and business personal property valuation in the amount of $28,600,00 in valuation for the 3900 Morse Sheet and 3001 Colorado properties. a. The Grantee has invested $ in real and business personal property associated with the project at the 3900 Morse Street location, as reflected in the City of Denton hlcentive Application, for the reporting year thereafter ending December 31, 20 b. The grantee has supplied documentation of the investment, in the form of receipts, invoices, checks or other documents deemed acceptable by the City of Denton, in real and business personal property associated with the project at the 3900 Morse Street location. c. The increase in assessed valuation, at the 3900 Morse Street location, for the year ending December 31, 20 over the valuation of the January 1, 2016 base year valuation is: II. Employment 2.1 Section I.A.2. of the Chapter 380 Agreement provides that the Company shall employ at least 250 jobs at the 3900 Morse location. 2.2 Number of existing jobs retained as of December 31, 20 2.3 Number of new jobs created and filled as of December 31, 20 2.4 As of December 31, 20_, did the number of jobs fall below the numbers required under Sec. I.A.2. of the Agreement? ❑ YES ❑ NO 2.5 Section I.A.2. of the Chapter 380 Agreement requires that the average annual wage, excluding health insurance and retirement benefits, of the jobs at the 3900 Morse location to be at least $51,800. The average annual wage, excluding health insurance and retirement benefits, of the jobs at the year ending December 31, 20 is: s:Aeconomic development\incentives\incentive agreements\sally beauty\2016 incentive application\380 agreement\exbibit e certificate of compliance 10-24-16.docx 2.6 Did the average annual wage, excluding health insurance and retirement benefits, of the new jobs created during the year ending December 31, 20 equal or exceed the requirements in Section LA.2. of the Agreement? ❑ YES ❑ NO III. Additional Covenants 3.1 Section F. of the Chapter 380 Agreement requires the Company to occupy the Improvements and maintain their operations continuously for the Agreement's term. Did the Company comply with the occupancy requirement of Section G. of the Agreement during the year ending December 31, 20 ? ❑ YES ❑ NO 3.2 Did the Company timely submit this Certificate of Compliance as required under Section W.A. of the Chapter 380 Agreement during the year ending December 31, 20 ? ❑ YES ❑ NO 3.3 Did the Company comply with the other provisions of the Agreement during the year ending December 31, 20 ? ❑ YES ❑ NO IV. Payment 4.1 The Chapter 380 Agreement provides annual payments for the 3900 Morse Street property for up to 3 years based on conditions being met. For years one through three, the Agreement provides for annual rebates equal to 50 percent of the increase above the base year of the City's ad valorem taxes received for the previous year, excluding the value of land, inventory or vehicles. 4.2 The City property taxes paid for January 1, 20 valuation are: 3900 Morse Real Property Business Personal Property 3001 Colorado Real Property Business Personal Property 4.3 Please attach the most recent Property Tax Notices. Certificate of Compliance Page 2 of 3 s:Aeconomic development\incentives\incentive agreements\sally beauty\2016 incentive applicationA380 agreement\exbibit e certificate of compliance 10-24-16.docx I, the authorized representative for Sally Beauty Supply LLC, hereby certify that the above information is correct and accurate pursuant to the terms of the Agreement. I further certify that the Company has fully complied with the Chapter 380 Agreement during the year ending December 31, 20 , including compliance with the City of Denton Code of Ordinances, Texas Department of Public Safety Regulations, and other applicable federal, state, or local law. SALLY BEAUTY SUPPLY LLC Signature: Printed Narne: Title: Date: Certificate of Compliance Page 3 of 3 EXHIBIT D AUTHORIZATION SALLY BEAUTY SUPPLY LLC UNAMIMOUS WRITTEN CONSENT OF THE SOLE MEMBER IN LIEU OF ANNUAL MEETING as of August 2, 2016 Pursuant to the provisions of Section 18-302(d) of the Delaware Limited Liability Company Act, the undersigned, being the sole member (the "Member") of Sally Beauty Supply LLC, a Delaware limited liability company (the "Company"), hereby waives notice of meeting and consents to the taking of each action set forth below as if an actual meeting had been held on the date hereof and instructs the Secretary of the Company to file this written consent in the minute book of the Company. The following actions shall constitute the valid action of the Member and shall have the same force and effect as if such actions had been authorized and taken at a formal meeting duly convened and held on the above date. WHEREAS, the Company owns the building and real property located at 3900 Morse Street, Denton, Texas (the "Property"); and WHEREAS, the Member considers it to be in the best interest of the Company to enter to into an Economic Development Program Grant Agreement with the City of Denton, a Texas municipal corporation (the "City of Denton"), effective as of August 2, 2016, for the purposes and consideration stated therein with respect to the development of said Property, as detailed on the attached Exhibit A (the "Agreement"). NOW, THEREFORE, BE IT RESOLVED, that the Agreement and any ancillary documents related to the Agreement, hereby are, approved for all purposes; and be it further RESOLVED, that the officers and Members be, and each of them hereby is, authorized to do or cause to be done, any and all acts and to execute and deliver any and all agreements, undertakings, consents, documents, and certificates as in their opinion, or in the opinion of counsel to the Company, may be necessary, appropriate, or desirable to carry out the terms and intent of the foregoing resolutions, including, but not limited to, the execution of the Agreement by Christian A. Brickman, the Chief Executive Officer of the Company. IN WITNESS WHEREOF, the undersigned has subscribed his name on behalf of the Members of the Company, as of the date first written above, in attestation to the accuracy of the foregoing written consents and of his approval of all actions taken as recited therein. SALLY HOLDINGS LLC, a Delaware limited liability company Matthew O. Haltom, Senior Vice President, General Counsel and Secretary City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-196, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: February 21, 2017 SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the City of Denton Employee Health Clinic and Operation Management Services; and providing an effective date (RFP 6198 -awarded to CareHere, LLC in the amount of $20.00 per employee per month (PEPM) for an estimated annual cost of $386,325 for management costs and $566,000 for salaries and supplies with a five (5) year total not -to -exceed $5,010,300). BACKGROUND INFORMATION The City of Denton opened the Employee Health Center (Clinic) in December of 2011 in office space provided by Denton Regional Medical Center in the professional building attached to the hospital. Through a Request for Proposal (RFP) process, the City secured the services of CareHere, LLC, to oversee the Clinic operations and manage the medical staff, who are contract employees of CareHere, and not the City. Our initial staffing model consisted of a full-time physician, a part-time physician, and two medical assistants. The Clinic is currently staffed with a part-time physician, a full-time nurse practitioner, a part-time nurse practitioner, and three medical assistants. The staffing model has evolved over time due to many factors including the need to provide more available appointments to meet demand, staff turnover, availability of providers in the immediate labor market, and staff salary costs. The Clinic essentially provides all services that a family practice physician performs, in addition to various lab draws that are sent to an outside laboratory for processing. During the first four full years of operation, the Clinic has provided over 35,000 patient appointments to employees, retirees, and dependents that are covered on the City's self-funded health plan. As Table 1 below shows, the Clinic's number of appointments offered and utilized has increased each year since it opened. Table 1 - Clinic Utilization 2012 2013 2014 2015 % Change ('14 to '15) Appointments 8,388 8,747 9,198 9,558 3.91% Available Appointments 61747 7,551 8,520 8,650 1.53% Utilized City of Denton Page 1 of 6 Printed on 2/17/2017 povveied by I_egivt9i IN File #: ID 17-196, Version: 1 tilization % 180.4% 186.3% 192.6% 190.5% —71 We have worked diligently to add additional provider appointment hours to meet the demands that come with increased utilization. Based on feedback that at certain times during the year (i.e. cold and flu season, the last two months of the Health Risk Assessment follow-up time period) it was extremely difficult to get an appointment, we added additional "sick visits" and extra provider hours to the schedule during these peak times. While the Clinic provides a wide array of primary care health services, our main focus is on prevention and wellness. The Clinic serves as the access point for our Healthy Incentives Program (HIP) which provides qualifying employees with a $40 per month savings on their health coverage if they meet the HIP criteria. The most important piece of the HIP program is the required Health Risk Assessment (HRA) which is performed at the Clinic. The HRA consists of a blood draw and comprehensive lab analysis, as well as a follow-up visit with the medical staff at the Clinic to go over the results. In addition to the HRA and follow-up, employees must earn "activity points" over the course of the year to qualify for the HIP premium differential. Activity points can be earned as follows: • By meeting certain biometric measurements (BMI/waist circumference, blood pressure, HDL cholesterol, glucose, and tobacco use); • By having certain age and gender appropriate health screenings performed (mammogram, PSA, skin cancer, colonoscopy, dental, and vision, etc.); • By accessing information on the CareHere website (health and wellness articles, recipes, exercise videos, quizzes, etc.); and • By participating in City sponsored health and wellness activities (Benefits & Wellness Fair, blood drives, National Start Walking Day, on-site flu shot clinics). In the first four full years of operation, the Clinic has conducted over 3,300 HRA's with 821 being performed in 2015. Approximately 730 employees qualified for the HIP premium differential for 2016. The Clinic service model is designed to reduce waiting room times and ensure that patients have a full 20 minute appointment with a medical provider. This model, coupled with the HRA data on employees, allows the provider a better opportunity to influence an employee's overall health. For example, if an employee comes in for treatment of their seasonal allergies, there is sufficient time within the appointment for the provider to discuss how the employee is doing managing their diabetes or high cholesterol, if applicable. CareHere reports that 71% of HRA participants in 2015 have maintained or decreased their overall risk factors. For example, the number of HRA participants with an unhealthy AIC level (a blood test used to monitor blood glucose for diabetics) decreased by 9% in 2015. The number of HRA participants with a total cholesterol level over 200 decreased by 13%. However, when looking at Body Mass Index (BMI), the number of employees in the Overweight/Obese categories increased by 7%. Employees continue to report high satisfaction with the Clinic and the Clinic staff. In a 2015 Patient Satisfaction Survey, 70% of the respondents indicated that the Clinic is their "first stop for any illness, health concern, or wellness visit." When asked if employees would recommend the Clinic to a co-worker or family member, 81% said that they would, and 84% of respondents said the Clinic "is a valuable feature of my total City of Denton Page 2 of 6 Printed on 2/17/2017 povveied by I_egist9i I;, File #: ID 17-196, Version: 1 benefit plan." And 90% of the respondents believe that the Clinic staff is "friendly, caring, and sensitive to my needs." Respondents to the survey had great things to say about the Clinic. One person stated "I only use the Health Center. I feel like it is one of the BIGGEST perks I have at the City." Another commented "It has made it possible for me to greatly improve my health." And another employee really summed up what we hoped would happen when we opened the Clinic "I think the health risk assessment is great. I never knew some of my numbers and probably wouldn't now. I know of more than one person that found a life threatening illness early due to the HRA and the health center." As evidenced by Table 2 below, the City has been consistently able to provide an office visit at our Clinic for less money that it costs an employee to access care within our health plan, saving the City over $625,000 in care "diversion" in 2015, and an estimated $2,750,000 since the Clinic opened. Table 2 - Average Cost Per Primary Care Office Visit 2012 2013 2014 2015 Change ('14 to '15) United Healthc $223.15 $131.81 $145.65 $136.54 (6%) Clinic $75.40 $67.25 $70.04 $63.91 (9%) Savings Per Vi $147.75 $64.56 $75.61 $72.63 *-cost data reported by United Healthcare for primary and preventative care office visits Additionally, CareHere estimates that the City has saved $3.97 in health care related expenses for every $1 invested in the Clinic (Return -on -Investment). According to the data provided by CareHere, and based on feedback from our employees, it appears that the Clinic has become a valuable benefit to our employees, retirees, and dependents, and is beginning to have the desired impact on our overall employee health. We anticipated as we began this endeavor that it would take five to seven years to start seeing any measurable reduction in health care cost. And although medical and pharmacy costs continue to increase, our overall trend numbers are below the industry average, and we are seeing positive changes in many of our patients' health indicators that drive that cost. Since the beginning, CareHere has been a valuable and trusted partner in helping the City develop, open, and grow the Clinic. We have ongoing, open dialogue regarding the operation of the Clinic, with the goals of improving care for our employees, retirees, and dependents, while positively impacting their overall health guiding our decisions. CareHere brings local (DFW area), state-wide, and national experience to these discussions with expansive resources to help meet our needs. Request for Proposals The City's initial contract with CareHere will expire at the end of February 2017. As a result, the City prepared RFP 46198 - Employee Health Clinic Operation and Management Services. The RFP was sent to 368 prospective suppliers. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. The City received seven (7) responses from interested companies that met our minimum specifications. City of Denton Page 3 of 6 Printed on 2/17/2017 povveied by I_egist9i I;, File #: ID 17-196, Version: 1 A four person review committee evaluated the proposals on the following criteria: • Compliance with specifications, quality, reliability, characteristics to meet stated or implied needs (20%) • Indicators of probable performance under contract (30%) • Price, total cost (50%) After the review committee's initial evaluation, two responses separated themselves from the others (CareHere and Concentra). Those two companies were brought in to make formal presentations, to answer additional questions, and to discuss their proposals in greater detail. Based on their proposals, the additional information gained and clarified during the formal presentations, and reference checks, the review committee scored CareHere the highest and believe they provide the best overall value to the City. Evaluation - Cost The total cost to operate the Clinic can be broken down into two separate components: 1. Administrative cost - this is the amount that is paid to the contractor for operation, management, and oversight of the Clinic. This is typically a set amount, on a per employee per month (PEPM) basis, and includes the fees to: a. Manage the Clinic; b. Provide the Electronic Medical Record (EMR) system; c. Provide online patient portals and appointment scheduling; and d. Provide wellness resources including website, health coaches, nutritionists, etc. The administrative cost also includes the contractor's profit and overhead expenses. 2. Operational cost - these are typically "pass through" costs that are operation of the Clinic, or paid directly by the City to the vendor. without markup, and include: a. Clinic staff salaries and benefits; b. Medical supplies and equipment; c. Expenses for outside lab work; d. Office lease; e. Office utilities; f. Office supplies and equipment; and g. Medical malpractice insurance. billed to the City for the day-to-day These are billed on a monthly basis, In evaluating the total cost of each proposal, while the main component is the PEPM administrative cost paid to the contractor, we also evaluated the lab costs for various high frequency tests, and the costs associated with the annual HRA. We also factored in one-time cost for implementation, transition, and data transfer associated with a new vendor coming onboard. While Concentra had a lower estimated five (5) year total cost, CareHere did reduce their PEPM cost by $1.50 (estimated $135,000 savings over five (5) years). Additionally, CareHere has always included the cost of one HRA per employee within their PEPM administrative cost, while all other City of Denton Page 4 of 6 Printed on 2/17/2017 povveied by I_egist9i I;, File #: ID 17-196, Version: 1 vendors pass that cost through to the City. Other potential costs of changing vendors, that are not as easy to quantify, include: 1. Staff turnover - the Clinic medical staff are contracted/employed by CareHere. It was our intent to retain the current Clinic staff, if possible, to preserve the continuity of care for the patients. All the providers and medical assistants are well liked and respected by the Clinic patient base, and by City staff that engage with them. There was the possibility that a new vendor might not want to retain the staff, or that the staff might not want to work for/be contracted with the new vendor. 2. Medical records transfer - while the hard dollar costs to transfer the data from one EMR system to another was built into the proposer's estimated costs, the time and disruption of having to get permission from each patient to transfer those records to another company would also impact the Clinic. So while Concentra's overall estimated five (5) year total cost was approximately $375,000 less than CareHere, when factoring in the above risk factors, and the fact that we will be experiencing a savings as indicated from CareHere lowering their PEPM fee, the $75,000 per year savings in the context of a $20,000,000 health plan budget does not seem that great. Evaluation - Performance CareHere has established themselves as a strong, flexible, and responsive partner for the Clinic. As illustrated in Tables 1 and 2 above, the Clinic has continued to grow and expand services, while remaining a cost effective alternative to seeking care from providers under the insurance plan. As such, we have a baseline understanding of what the City expects from a Clinic manager and the means to achieve our shared outcomes. Both CareHere and Concentra have several clinics in the DFW area, and a clinic presence throughout Texas, and across the country. Although many of Concentra's clinics are focused on occupational health (post job related injury care, workers' compensation, employee physicals, work related immunizations, and drug testing), the review committee had confidence in Concentra's ability to operate and manage our Clinic. However, several areas concerned us when compared to our experience with CareHere: 1. Lack of expressed commitment to retain the current Clinic staff - one of the main keys to a successful clinic is the provider/patient relationship. Throughout the RFP document we made it clear that it was our intention to retain the current provider staff at the Clinic. While Concentra indicated they would make an attempt to do so, nothing in the RFP response, or the interview, gave the review committee any confidence that retaining the current staff was a priority for them. 2. No afterhours call center/nurse line - the Clinic currently has a 24/7 call center and nurseline that patients can call to schedule appointments, seek minor medical triage, or request information from the Clinic. This service is utilized approximately 100 times per month after normal Clinic business hours. Concentra does not offer this service. 3. Minimum age requirements for patients - the Clinic currently sees patients who are two (2) year of age and older. Concentra will not see patients who are less than five (5) years of age. The Clinic currently treats 37 children between 2 - 5 years of age, and provided 41 patient encounters last calendar year to that demographic. A change in companies would require these employees to find alternate care for their children within the health plan, which would increase their out-of-pocket costs. 4. Wellness program is provided by a third -party vendor - the entire wellness platform proposed by Concentra, including wellness coaches and the web services, is out -sourced to a third -party vendor. City of Denton Page 5 of 6 Printed on 2/17/2017 povveied by I_egist9i I;, File #: ID 17-196, Version: 1 RECOMMENDATION Staff recommends awarding a one (1) year contract, with four (4) one-year options to renew, to CareHere, LLC, for a total five (5) year contract award not -to -exceed $5,010,300. The five (5) year management costs are estimated at $2,005,300 and the salaries and supplies are estimated at $3,005,000. This total five (5) year cost estimate includes a 2% increase in employees per year. PRINCIPAL PLACE OF BUSINESS CareHere, LLC. Brentwood, Tennessee ESTIMATED SCHEDULE OF PROJECT February 21, 2017, through February 21, 2022. FISCAL INFORMATION Funding is budgeted in the Health Insurance Operating Fund account 850500.6706.0001. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Organizational Excellence Related Goal: 1.2 Develop a high-performance work force EXHIBITS Exhibit 1: Evaluation and Ranking Sheet Exhibit 2: Ordinance Exhibit 3: Contract Exhibit 4: Staff Presentation Respectfully submitted: Ethan Cox, 349-7421 Customer Service Manager For information concerning this acquisition, contact: Scott Payne at 349-7836. City of Denton Page 6 of 6 Printed on 2/17/2017 povveied by I_egist9i I;, 111 11111111 11111111 § § § jj/\ \ - - - - - - - - m=III gill loolool�� 111111��� -111111111 111 11111111 11111111 jj/\ \ - - - - - - - - 8 - 8 d R 8 z � d 1 1 ■ t t HIM o�8o�s 1 1 ■ t t HIM 1 1 ■ t t EXHIBIT 2 ORDINANCE NO. AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR THE CITY OF DENTON EMPLOYEE HEALTH CLINIC AND OPERATION MANAGEMENT SERVICES; AND PROVIDING AN EFFECTIVE DATE (RFP 6198 - AWARDED TO CAREHERE, LLC IN THE AMOUNT OF $20.00 PER EMPLOYEE PER MONTH (PEPM) FOR AN ESTIMATED ANNUAL COST OF $386,325 AND A FIVE (5) YEAR TOTAL NOT -TO -EXCEED $2,005,280). WHEREAS, The professional services provider (the "Provider) mentioned in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, The fees under the proposed contract are fair and reasonable and are consistent with and not higher than the recommended practices and fees published by the professional associations applicable to the Provider's profession and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. That the City Manager is hereby authorized to enter into a professional service contract with CareHere, LLC, to provide an employee health clinic and operation management services for the City of Denton, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under RFP 6198 to the City Manager of the City of Denton, Texas, or his designee. SECTION 4. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2017. EXHIBIT 2 CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY BY: EXHIBIT 3 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND CAREHERE, LLC. (CONTRACT 6198) THIS CONTRACT is made and entered into this date , by and between CareHere, LLC, a limited liability company, whose address is 5141 Virginia Way, Suite 350, Brentwood, TN 37027, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide products and/or services in accordance with the City's document RFP 6198- Employee Health Clinic Operations and Management 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) Contractor's Proposal. (Exhibit "B"); (c) Scope of Work (Exhibit "C"); (d) City of Denton Standard Terms and Conditions (Exhibit "D"); (e) Insurance Requirements (Exhibit "E"); (f) Certificate of Interested Parties Electronic Filing (Exhibit "F"); (g) Request for Proposal (Exhibit "G" on File at the Office of the Purchasing Agent); 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 9 6198 DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F EXHIBIT 3 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR DocuSigned by: BY. AUH --C 3B9DCF7SP46D... PURE Date: 2/15/2017 Ben Barker Name: Title: chief operating officer 615-275-9676 PHONE NUMBER bbaker@carehere.com EMAIL ADDRESS Bbaker@carehere.com TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: TODD HILEMAN CITY MANAGER Date: APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY DocuSigned by: BY: 1 E21B98 6 �n64�O - CC2AM439... Contract 9 6198 DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F EXHIBIT 3 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $5,010,300. Pricing shall be per Exhibit B attached unless additional services are added or such pricing is otherwise modified by mutual agreement. City and Contractor agree to meet on an annual basis and review the Total Contract Amount for potential adjustment by mutual agreement subject to applicable law. 2. Monthlv Billing/Pricing The overall monthly administrative cost/fee shall be calculated by the City based on the per employee per month (PEPM) Clinic Administrative Cost/Fee multiplied by the number of employees enrolled in the health plan for that month, as provided by the City. The Contractor shall also provide a detailed list of expenses incurred in the prior month, for review and acceptance by the City. All supplies and equipment purchased under the contract should be itemized and at cost, with no marls -up. The invoice shall include hours worked by staff member and the agreed upon hourly rates for all staffing provided in the prior month. 3. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Contractor shall have the option to renew this contract for an additional four (4) 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. 4. Price Escalation and De-escalation Prices for the staffing services described 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, Current Employment Statistics (CES) for all employees, thousands, education and health services, seasonally adjusted (CES6500000001) unless another methodology is agreed upon by the parties. The price will be increased or decreased based upon the annual percentage change in the CES. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. Should the CES change exceed a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the CES 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. Contractor must also provide supporting documentation as justification for the request. Contract 9 6198 DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F EXHIBIT 3 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: purchasingg.citvofdenton.com noting the solicitation number. The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. 5. Scope Modification The "Cooperative Purchasing/Piggy Back Option" as indicated in the Solicitation Documents (Exhibit B, Main document, Section 9), shall be removed. This contract will not be made available to other governmental agencies. 6. Authoritv to Contract Contractor represents that it has the authority to enter into this Contact and that the owners, Ben Baker and Ernie Clevenger, have the authority to contractually bind the Contractor. All other signatories, with the respect to any medical services agreement, including this Contract 6198, or modification thereof, are expressly void and do not have the authority to bind the Contractor unless otherwise expressly provided for in writing by the aforementioned owners. 7. Standards of Medical Professional Performance Contractor shall contract with the independent medical professionals such that the medical professionals are obligated to perform or deliver the following, where applicable: (a) The medical professional shall determine his or her own means and methods of providing medical services in connection with this Contract. (b) The medical professional shall comply with all applicable laws and regulations with respect to the licensing and state regulations. (c) The medical professional shall provide the Services in a manner consistent with all applicable laws and regulations and in a professional manner consistent with medical services provided in the community. (d) The medical professional shall maintain, during the term of this Contract, Appropriate Credentials including: (1) A duly issued and active license to practice medicine and prescribe medication in the State of Texas; Contract 9 6198 DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F EXHIBIT 3 (2) A good standing with his or her profession and state professional association; (3) The absence of any license restriction, revocation, or suspension; (4) The absence of any involuntary restriction placed on his or her federal DEA registration; and (5) The absence of any conviction of a felony. (e) In the event that any medical professional (1) has his or her license to practice medicine or prescribe medication restricted, revolted or suspended, (2) has an involuntary restriction placed on his or her federal DEA registration, (3) is convicted of a felony, or (4) is no longer in good standing with his or her professional or state licensing authority, Contractor shall promptly remove that Medical Professional and replace such medical professional with another medical professional that meets the requirements of this Contract. 8. Noncompliance by the Medical Professional In the event that the City becomes aware of any failure by a medical professional to comply with the obligations of the medical professionals which are contemplated by this Contract, the City shall immediately provide written notice to Contractor of such failure, which written notice shall describe the failure in reasonable detail, and Contractor e shall use reasonable business efforts to address such failure. In the alternative, Contractor may arrange for the substitution of another person as such medical professional. 9. Medical Records Contractor and the medical professionals shall maintain medical records with respect to all of the patients, all of which medical records shall be maintained in a professional manner consistent with the accepted practice of the community in which the medical professionals provide the medical services in connection with this Contract. Contractor shall also require the Medical Professional comply with the HIPAA privacy standards. All patient records maintained in connection with this Contract shall be the sole property of the medical professionals and Contractor. The City understands and agrees that all of the medical records and other protected health information maintained by the medical professionals will be held by the medical professionals in strictest confidence, and that the City will not be entitled to have access to the medical records maintained by the medical professionals, in the absence of an appropriate written authorization from the patient/employee or permitted disclosure authorized by applicable law. In the event of termination for any reason, Contractor agrees to electronically transfer all medical records to any successor clinic administrator selected by the City. The electronic transfer of these records will be in an industry standard format to be determined by Contractor and the City agrees to pay to Contractor an amount of $2,500 for such transfer. In the event the City requests a specific format or requests any additional preparing, packaging, testing or similar process, the electronic transfer of medical records will be dependent upon the successor clinic administrator or the City agreeing to pay the costs, up to $7,500, to Contractor to cover expenses associated with preparing, packaging, testing, transferring, and verifying the electronic transfer of medical records to the successor clinic administrator. Contract 9 6198 DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B Presented by: September 22, 2016 CareHere, LLC 5141 Virginia Way Suite 350 Brentwood, TN 37027 carehere.com Bernie Livers Vice President of Sales and Marketing P:(615)495-5299 F: (615) 467-8893 blivers@carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B RFP 6198 Pricing Sheet for Employee Health Clinic Operations & Management Services - BAFO Services Proposal Pricina ITEM Quantity Mme Periotl UOM Type of Service Requested Cost of Service Total Cost of Service Implementation (One Time Costs) $116.22 His Physician (MD or DO) $ 87,165.00 1 1 1 EA Implementation Fees 0.00 $ 2 1 14EA.ata HR ransition Com/Fees 0.00 $ 3 1 1 HR Transfer Costs/Fees 0.00 $ Monthly Cost NA NA HR Nurse (RN) NA 14 4 1500 12 PEPM Overall Per Employee Per Month (PEPM) Clinic Administrative Cost/Fees $ 20.00 $ 360,000.00 5 1500 12 PEPM Disease Management Administration Com (if not included in above PEPM fee) $ $ 6 1500 12 PEPM Wellness Program (if not included in above PEPM fee) $ $ 7 900 12 EA Supplement #1- H RA Biometric Costs (If not included in above PEPM fee) $ $ 8 1 12 MO Malpractice Insurance $ 438.75 $ 5,265.00 Total Annual Cost $36S,26S.00 Staffina Hourly Rates (ranged ITEM DESCRIPTION Type of Service Requested UOM Type of Service Requested Cost of Service 9 $116.22 $116.22 His Physician (MD or DO) $ 87,165.00 10 $88.40 $93.64 HR Nurse Practioner(NP) $ 204,750.00 11 NA NA HR Physician's Assistant (PA) NA 12 NA NA HR Nurse (LVN) NA 13 NA NA HR Nurse (RN) NA 14 $20.84 $2367 ` His Medical Assistant(MA) $ 133,140.00 15 NA NA HR Office Administration NA Services Proposal Pricina: Services (if not included within PEPM Dricina) mmmm DESCRIPTION Type of Service Requested UOM ® mCholesterol Test (Lipid Panel--HDL/LDL, Total Cholesterol, Trigylcerides) 33 ® m.00d 1�ga,Test (Fasting and Non -Fasting) Cost of Service 28 Included in Staffing EA Post offer Physicals Included Strep Test (Rapid and Regular) m Annual Physicals Included estimate to determine an annual cost of $5,285 annually for mal practice. Practice Estimate Above i The pass-through Tetanus Shot pp mately $100,000 and wil require extens ve build out CareHere can also provide a Hepatitis Vaccinations cost for a drug test is ® ® • •• ® ® Lal Draw ® ® lProcessing not charge an m Services Pronosal Pricing: Optional Services ITEM DESCRIPTION TOTAL UOM Type of Service Requested Worker's Compensation and Occupational Health Services $3 PEPM 33 On -Site Registered Dietician for 16 hours a week Included in PEPM Cost of Service 28 Included in Staffing EA Post offer Physicals Included 29 EA Annual Physicals Included estimate to determine an annual cost of $5,285 annually for mal practice. Practice Estimate Above i The pass-through pp mately $100,000 and wil require extens ve build out CareHere can also provide a cost for a drug test is ', portable X -Ray Unit for approximately $44,387 Both options will require a full-time Radiology $9.50. CareHere does 30 EA Drug Test Collection not charge an additional fee for the collection. 31 i I EA Onsite X -Ray Machine $44,387-$100,000 Cost of Additional Services Identified by Respondent: ITEM DESCRIPTION TOTAL 32 I Worker's Compensation and Occupational Health Services $3 PEPM 33 On -Site Registered Dietician for 16 hours a week Included in PEPM Included in Staffing 34 `: Medical Benefits are included for the onsite clinic staff. Benefits are included in the staffing rates. Rates CareHere charges 65 cents per visit for Mal -Practice Insurance CareHere used good faith Included In Mal - 35 estimate to determine an annual cost of $5,285 annually for mal practice. Practice Estimate Above i CareHere can provide multiple options for an Onsite X -Ray machine. A permanent unit will cost pp mately $100,000 and wil require extens ve build out CareHere can also provide a 36 ', portable X -Ray Unit for approximately $44,387 Both options will require a full-time Radiology Technician, Supplies/Film, and other additional on-going operational expenses. DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B BUSHNIESSO"VERVIEW QUESTION NAI RE AND FORMS 1. Contract Information (for formal contracting purposes): Firm's Legal Name: CareHere, LLC. Ad d ress: 5141 Virginia Way Suite 350 Brentwood, TN 37027 Agent Authorized to sign contract (Name): Bernie Livers Vice President of Sales and Marketing (615)495-5299 Agent's email address: BLivers@CareHere.com 2. Subsidiary of: N/A 3. Organization Class: Corporation 4. Tax Payer ID: CareHere's Employer Identification Number is 54-2138297. 5. Date Established: CareHere, LLC was founded by President and Chief Executive Officer Ernie Clevenger and Chief Operations Officer Ben Baker in 2004. 6. Historically Underutilized Business: IM Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B 7. Does your company have an established physical presence in the State of Texas, or the City of Denton? Yes or No, in which? Yes. CareHere operates 22 clinics in the State of Texas and currently manages the existing health clinic operation for the City of Denton. CareHere has been a partner of the City of Denton since 2011. 8. Please provide a detailed listing of all products and/or services that your company provides. Our patient -centered healthcare model offers primary and episodic/acute care, preventive medicine, wellness management, chronic disease management/counseling, health coaching, and occupational health and workers compensation medical care. Some of the key features of our model include health risk assessments (HRAs) and biometric screenings, case and disease management programs, and appointments lasting a full 20 minutes to build the relationship between the provider and patient. Our technology capabilities have been enhanced which recently includes a newly upgraded electronic medical record (EMR), and an online appointment scheduler. We also offer an online wellness tracking through CareHere's Wellness Website. Services that CareHere provides: • Onsite Biometric Screenings • Biometric screening options other than onsite draws • Targeted intervention programs • Health coaching • Behavior change programs • Incentive design, tracking, and administration • Account management expertise and support • Interactive health improvement programs • Online health assessment questionnaires • Paper health assessment questionnaires • Educational materials • Marketing or communication materials • Reporting and data analysis • Social media as part of your programs • Employer and consultant access to administrative data reporting portal • Integration of carrier claim/Rx for analytics and reporting • Ability to export clinical/lab data to medical carriers (ex. zero dollar claim submissions) • Disease management • Wellness program consulting • Online member personal health record and wellness portal • Patient satisfaction survey • IT support center • Customer service call center • Online clinic scheduling ability • Telephonic clinic scheduling ability Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAUMUAit B 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. CareHere nor the owners, Ernie Clevenger and Ben Baker, filed or been named in litigation that could potentially have a material adverse effect on CareHere's business. 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. CareHere has never defaulted or failed to complete a contract. 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). CareHere has not had an Owner terminate a contract during the duration of the contract, but instead opt to not renew a contract after the contract has expired. 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_doctype=STANDARDS&p_ toc_level=1 &p_keyvalue=1926 CareHere's Employee Health and Safety program is compliant with 29 CFR 1910 "General Industry Standards". Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: lC5470EB-Al6E-4E6D-A401-62DAB8Cl446F 13. Resident/Non-Resident Bidder Determination: Texas Government Code Section 2252002 Non-resident bidders. Texas law prohibits cities and other governmental units from awarding contracts to a non-resident firm unless the amount ofsuch a bid ��Mower than the MovveMtO�d��TeMaMreOMentMMthe arnoMntthe TeMaMreOment wo��dMeeOMMredtoMnder�Od Mnthe nonMr��dent��ddeMMOte. Mnoder tomaMeth�� determination, please provide the name, address and phone number of: a. Responding firms principle place of business: Cure8cre`LLC 5141 Virginia Way Suite 350 Brentwood, TN37O27 (615) 221-5901 b. Company's majority owner principle place of business: Ernie Clevenger President & Chief Executive Officer Ben Baker Chief Operating Officer 5141 Virginia Way Suite 350 Brentwood, TN 37027 (615) 221-5901 c. Ultimate Parent Company's principle place of business: DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B 14. Provide details to support the evaluation criteria, including experience and delivery. CareHere has over twelve years of experience in day-to-day management and operation of 208 onsite health and wellness clinics. This includes providing patient -centric services to 300,000+ members accessing over 1,000,000 appointments in 2015 nationwide. The majority (nearly 70%) of Carehere's clinics are managed for clients in the public sector. Additonally, CareHere manages 22 clinics throughout the State of Texas and has managed the City of Denton's existing Health Clinic operation since 2011. During this time, our health clinic management team has developed successful strategies and implementation processes to ensure an efficient operation of each client's health clinic. CareHere's care model includes the coordination of overall patient care, chronic disease management, wellness coaching, and health risk assessments. Our patient -centric approach to providing onsite healthcare focuses on the members, by creating convenient access to care for them and their families. By using our onsite services, we provide public entities/clients with the means to decrease claims cost significantly, while improving the overall health and morale of the employees. Our model helps our partners experience positive outcomes including high patient engagement, chronic disease management, and high patient satisfaction. CareHere has developed wellness and disease management programs. Patients can self - refer or be referred from the CareHere health center provider and can self -guide or work with a CareHere health coach. Some of the health management programs include, but are not limited to: Weight Management, Stress Management, Diabetes Management, Mental Health Management, Lipid Management, Pre -Diabetes Management, Smoking Cessation, Cardiovascular Risk Reduction, Plan of Care Compliance, Addiction Intervention, and Hypertension Management. What sets CareHere apart is the standard of our capabilities, impact, proof, and cost. We consistently have shown the impact of our capability to provide integrated, patient -centered primary care and wellness at a lower cost than the fragmented, fee-for-service retail system. Our transparent cost model and invoicing shows our clients exactly what they are paying for to operate the health center, and illustrates the lack of markup pricing that is often seen in other fee-for-service models. We place great importance on our reporting capabilities, which clearly communicates the status of the health clinic, and the achieved ROI. Time after time, the individual patient stories convey that providing convenient access to quality health care and wellness are valuable for employee health/morale. The savings are equally robust, offering what we believe is the best overall value to the City of Denton. Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B 15. Provide details on how firm meets the minimum qualifications stated in this Main docMment MectMon M. a. The details must be completed on this form, and shall not point to another document Mn the e ?ondentNMroMoMaM b. Sign below and return form with final submission. As a leader in the onsite/near-site health and wellness industry CareHere not only meets the minimum qualifications, but exceeds them. With over twelve years of experience providing exceptional onsite/near-site health centers and behavioral management programs to businesses and municipalities, we are confident that our services will allow us to continue our existing partnership with the City of Denton and its providers to empower individuals and their families to achieve well-being and health through quality, cost-effective healthcare. CareHere is solely dedicated to managing and operating onsite/near-site clinics. This approach will yield results that will continue to be in the best favor of the City. As an independent health and wellness organization, CareHere has no ownership ties to medical service providers in any form. This allows CareHere to focus its operations on providing employers with services for the development and management of onsite medical care and wellness initiatives. CareHere has provided the following references to comply with minimum qualifications. The City of Denton is encouraged to contact the following references: CITY OF GALVESTON Galveston, TX Kent Etienne Director of Human Resources (409) 797-3655 (w) CareHere Clinic Opened August 2007 ECTOR COUNTY Odessa, TX Pat Patton Director of Human Resources (432) 498-4025 (w) CareHere Wellness Center Opened August 2008 MIDLAND COUNTY Midland, TX Mitzi Baker Midland County Treasurer (432) 688-4885 (w) CareHere Clinic Opened February 2009 Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B CareHere is registered in the state of Texas to provide the products or services required in the solicitation and possesses all licensure required by the state to provide any services required under this contract. Carehere currently operates 22 clinics in Texas and is well equipped to continue operating the City of Denton's clinic. All submittal documents including a cover sheet, Solicitation Checklist, and Attachments A -F and Exhibit 1 have been completed per the method described in SUBMITTAL INSTRUCTIONS. I certify that our firm meets the minimum qualifications as stated in this Main document, Section 3. �"rr Signature Brentwood,TN 1 615.221.5901 1 carehere.com CareHere, LLC. September 21, 2016 Company Date DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAUMUAit B ATTACH M E N T A (MrAll Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B ON , ■ , ■ ■ , ■ 1. List all the services that you are proposing to provide at the onsite/near-site clinic. Onsite/Near-Site Medical Services • CareHere will provide the highest quality primary care and minor emergency medical services for non -occupational illnesses and injuries, Monday through Friday to members age 24 months and older. The exact hours of operation will be determined after the contract is awarded; • Provide appropriate medical professionals to staff the clinic during the prescribed hours. • Provide sufficient "relief" medical professionals to staff the clinic in cases of illness, vacation, training, or to temporarily fill-in when vacancies occur; • Provide inoculations and immunizations including, but not limited to, flu and tetanus shots as desired or promoted by the City; • Conduct pre-employment physicals as requested; • Plan, develop and support wellness initiatives in conjunction with the City's wellness program, including but not limited to: • Health screenings such as blood pressure checks, HDL/LDL cholesterol, blood glucose, total BMI and other screenings as requested during the year • Provide employee follow-up and education • Chronic disease management, monitoring, and employee education • Coordination with the City's wellness program to support wellness related activities • Assist the City in developing wellness initiatives that have a direct impact on potentially reducing identified health risks in the City • Provide support for the City's Healthy Incentives Program • Provide education, support and assistance to patients in the form of live/ telephonic/online health coaching, nutritionists, etc. • If services are expanded in the future, serve as a collection site for pre-employment, random, reasonable suspicion, post -accident and follow-up drug testing in accordance with DOT and the City's testing requirements and procedures: • Provide for proper chain of custody and all necessary forms • Provide for collection supplies • Provide for or make arrangements for transportation of specimens to laboratories • Maintain the current clinic model of each patient having a full 20 minute appointment with the medical provider (i.e., in an hour time period only 3 appointments are available per provider) Wellness Services • Health Risk Assessment • Wellness Classes • Pre -Diabetes Management • Cardiovascular Risk Reduction • Tobacco Cessation • Weight Management • Lipid Management • Exercise Adherence • Nutritional Counseling • Stress Management • Mental Health Management • Hypertension Management • Addiction Intervention • CareHere's Wellness Website • Physician/Nurse "Reach Out" Program • Population Health Management Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B Technology and Health Services • Electronic Medical Records • Data Analytics • ROI Analysis • Tracking Programs • Trend Analysis • Survey Results • 24/7 Support Line • Smartphone Application • Physician Health Seminars 2. How are appointments scheduled? • 1-800 Bilingual Customer Support • Reporting • Risk Predictions • Online Scheduling System • Self -Care Education Tools • Clinic Inventory • Clinic Best Practices • Population Promotions/Incentives • Online Medical Management Appointments can be scheduled both online and telephonically (via our 24/7 toll free hotline). The majority of appointments are scheduled by the employee and dependents (patients) themselves via a secure online appointment scheduler. Once an individual is enrolled it takes about twenty seconds to schedule an appointment online. For those individuals with no computer access or who are uncomfortable with the online process, we have a call center staffed with trained representatives who schedule appointments on behalf of the patient. Thesc approaches are included in our monthly management fee at no cost. Below is a list of the online appointment scheduling capabilities: • 24/7 Member Access • Members can view the available appointment slots for each provider • Members can schedule appointments up to 90 days in advance • Email notifications are sent to patients for appointment reminders when the appointment is book at least 48 hours out • Members can indicate the reason for the visit during the scheduling processes to help prepare the medical provider for the appointment • Back-to-back appointments can be scheduled for new patients, for preventive check-ups like male exams and Well -woman exams, or if there are multiple medications refills desired. A confirmation email and/or text will be sent to the member when an appointment is scheduled, depending on member preference. Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B Type your symptoms, reason for appointment, or comments; Please let us know of you have flu-like symptoms (fever, cough, body aches). How would you like to be reminded of your appointment?Both E-mail Address: testAcctcarehere.con Mobile Phone Number: 11112223345 ii 1 elect an option � Remind me g Hours in advance of the appointment. Confirm Your,Appoint e�t ;Reset 3. Describe any alternate methods of scheduling appointments if the primary method .? not aMa.?a.?e. For those individuals with no computer access or who are uncomfortable with the online process, we have a call center staffed with trained representatives who schedule appointments on behalf of the patient. These approaches are included in our monthly management fee at no cost. 4. Is the appointment scheduling available online? Yes. The appointment scheduling process is available online through the online appointment scheduler, accessible by computer or smartphone. 5. How many appointments per day are you estimating? CareHere is estimating 24-30 appointments per day on Mondays and Fridays (depending on coverage for extra sick visit appointments) and 40 appointments per day on Tuesday, Wednesday, and Thursday. Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B - ®•®® •®•®fbr ® that aNaMMoMtmentMmMMtMeMchedMl1dor Ali ®• -fl - Yle allotted to pp CareHere works to accommodate walk-in appointments by managing the clinic to anticipate a scheduled appointment use rate of 85 to 90 percent. The remaining 10 to 15 percent of appointment space is left available for the anticipation of last minute walk-in appointments. The DCS is responsible for monitoring utilization, and will recommend additional health clinic hours when utilization increases past 90% of available appointments. While we encourage all patients to schedule their appointments in advance, it is important to maintain a utilization level that allows employees to see a provider as soon as possible when a sudden illness occurs. 7. How will after hour issues be referred? At no additional charge to the client or the patients, CareHere offers a 24/7 help line available to patients for triage, medical, or pharmacy related questions. The 24/7 help line is staffed with medical personnel capable of addressing any concern employees might have. This line often helps decrease Emergency Room (ER) visits, because the patient's questions can be answered after hours. If a patient calls in with a life-threatening situation, they are instructed by medical personnel to call 911. The patients also can use the 24/7 line for scheduling appointments at the health center and assistance with setting up/troubleshooting a CareHere website account. 8. What level of personnel are you proposing to staff the clinic (i.e. Doctor, Physician's Assistant, Nurse Practitioner, LVN, RN, etc.)? CareHere is proposing to keep the staff currently in place in the City of Denton's Health Clinic. Additionally, CareHere is proposing to include an onsite Registered Dietician in the PEPM management fee. CareHere is proposing to staff the existing Physician approximately 15 hours a week, the existing Mid -Level Providers approximately 45 hours per week, and the existing Medical Assistants for a total of 120 MA hours per week. There is currently 1 physician, 1 FT NP, 1 part-time NP, and 3 FT Medical Assistants. 9. What is the projected salary and benefits of each proposed staff member? Medical benefits are included in CareHere's proposed staffing rates included in the requested Pricing Sheet. CareHere projects the following annual salary/cost for a physician, Mid -Level Providers, and Medical Assistants (medical benefits are included): Annual Salary/Cost by Position (included benefits) Physician: $87,165 ($21,791.25) Mid -Level: $204,750 ($51,187.50) Medical Assistants: $133,140 ($33,285) Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B 10. How many hours per day is each staff member projected to be at the clinic? The physician will be at the clinic for approximately 4.5 hours a day on Tuesday, Wednesday, and Thursday. The Mid -Level Provider(s) will be at the clinic for approximately 8 hours per day Monday through Friday and when additional sick visits are necessary there will be an additional 2 hours of NP provider time on Mondays and Fridays. Each Medical Assistant (MA) will work 40 hours a week and will spend approximately 8 hours per day at the clinic. CareHere is proposing to include a part-time Registered Dietician in the clinic for approximately 16 hours a week. The exact days and hours of operation for the part-time Registered Dietician will be determined at a later date. 11. Are the rates of pay for the medical staff guaranteed for the length of the contract? If not, please provide details on expected increases in pay during the contract term. Each year, we ask the City of Denton to consider merit raises for staff. No increases will be given unless approved by the City. 12. How will medical staff vacations, illnesses, and continuing education be handled, in terms of back-up and relief personnel? CareHere will hire, train, and orient ample staff in the event of absences for vacations, holidays, and sick leave. CareHere will attempt to fill all positions with our employees. We will use temporary services to staff the clinic very minimally. 13. If necessary, how will medical staff be selected? Recruiting the best group of physicians and medical professional staff is the most important challenge. Our success is directly related to the quality of medical personnel, their warm and effective interaction with patients, and their willingness to constantly reinvent the care delivery process through evidence based medicine, patient motivation and study of health outcomes and data analysis. Recruiting professionals is only part of the job; these professionals need a clear understanding of both CareHere's and the City of Denton's expectations in order to be comfortable in their daily work. CareHere generally recruits providers that have active and thriving practices in the community. Recruitment begins within the network of the employer so that the providers are familiar with referral patterns and possibly have hospital privileges. The ancillary staff that is recruited to provide care within the clinic must first meet all state laws/ credentials. Next, these individuals are thoroughly interviewed to ensure that they are the best fit for the position. The CareHere recruiting process is a 26 -step plan to insure that we provide the highest quality practitioners available. This will require input from the City of Denton. Once the list of candidates is narrowed down, final interviews will take place with a selection committee including City of Denton. The City will have the final input in the selection of providers. Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B 14. Who manages the staff and assures proper credentialing? Betsy D'Acierno, Executive Director, manages the health clinic staff and the credentialing process. 15. What specific types of conditions, injuries, and/or illnesses can be addressed onsite? CareHere providers have the capability to provide any primary care services needed by the City of Denton, as primary medical care for employees and dependents is CareHere's core business. Typical medical issues that are addressed by the onsite medical professional include (but are not limited to) the following: Acute Conditions: • Sore Throats • Ear Ache • Headache • Cough • Sinus Problems • Strains • Sprains • Musculoskeletal Problems • Acute Urinary Complaint Chronic illness evaluation, treatment and management: • Diabetes • High Cholesterol • Wellness Classes • Nutritional Counseling • Weight Management • Exercise Adherence • Stress Management • Cardiovascular Risk Reduction If a patient needs to be seen for a service out of the clinic's scope, our staff will refer the patient to a local provider or specialist. We will attempt to make all referrals within the City's network of providers to optimize patient and health plan savings. However, the patient has the right to select the panel provider of his choice, which could be outside the network. 16. What if a condition, injury, or illness escalates? In the event that a patient needs to be seen for a service that is out of the clinic's scope, the patient is referred to a provider outside of the CareHere onsite health clinic or to a specialist in the local community. Efforts are made to keep referrals within the patient's network of providers to optimize savings to the patient and the health plan. Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B 17. Describe your patient referral process and philosophy for specialists and imaging. In the event that a patient needs to be seen for a service that is out of the health clinics's scope, the patient is referred to a provider outside of the CareHere health and wellness center or to a specialist in the local community. CareHere is dedicated exclusively to the on site industry. We do not seek to provide health center and wellness management services to control or direct referrals, or obtain margins on drugs or other health clinic's services. Our most important consideration is what is best for the patient and client. CareHere only requires the health clinic providers to refer to in network hospitals and/or providers that participate in the client's health plan. 18. What hours of operation for the clinic are you proposing? CareHere is proposing the keep the existing hours of operation in place. The clinic is currently operates the following hours: Monday No labs 8:00 am - 12:00 pm & 1:00 pm - 5:00 pm (NP Hours) Tuesday 7:00 am - 9:30 am -- HRAs 8:00 am - noon and 1:00-5:00 pm (NP Hours) 8:40am - 2:00 pm (Physician Hours) Wednesday 7:00 - 9:00 am - HRAs 8:00 am - noon and 1:00-5:00 pm (NP Hours) 8:40am - 2:00 pm (Physician Hours) Thursday 7:20 am - 9:30 am -- HRAs 7 am - noon and 1:00-4:00 pm (NP Hours) 8:40am - 2:00 pm (Physician Hours) Friday 7:00 am - 8:00 am -- HRAs 7:00 am - 12:00 pm & 1:00 - 4:00 pm (NP Hours) When additional sick visits are necessary CareHere will add additional NP hours on Monday from 8:00-10:00am and on Fridays from 7:00-9:OOam. CareHere would like to discuss the possibility of adding weekend hours with the City of Denton. Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B 19. If an onsite physician is being proposed, will the physician have hospital privileges? If so, where? The current physician in the clinic does have hospital admitting privileges. Currently the clinic provider will admit through the ER when necessary. If certain hospital privileges are requested by the City, then CareHere can recruit accordingly. ®•® Qin®•®- ®® ® - ®- ®- - ® • -®0 CareHere's medical assistants and health coaches will provide patient outreach and care coordination activities, including: follow up on medical encounters, communication with outside primary care providers, follow up to check on compliance to prescribed medicines, referrals, follow up to monitor adherence to disease management or health promotion recommendations, and communication to the City's Safety and Risk Management departments. The CareHere chronic condition/disease management and wellness strategy begins with the HRA (Health Risk Assessment) which consists of a behavioral questionnaire and 28 -panel biometric screen (fasting venipuncture and measurements). This HRA and screening is included in the CareHere management fee annually for each eligible employee. The HRA identifies high-, low-, and no -risk employees and dependents. This is vital to discovering a patient's baseline of health and offers insight into important health concerns. We encourage our employer partners to incentivize participation in the HRA process, as it is a cornerstone of CareHere's chronic condition/disease management and wellness strategy for patients. Once an HRA has been completed, the CareHere clinic staff will evaluate the results and stratify each patient into one of the following risk levels. CareHere will then notify the patient of his results with a follow-up letter. No- or Low -Risk Patients: The follow-up letter/email congratulates the patients on adopting healthy lifestyle habits and includes an invitation to contact the CareHere coach or physician, should they have health related questions. Patients are notified of local health events of potential interest to them, such as flu vaccine clinics, health seminars, weight loss programs, and no -or low-cost specials on health screenings and events. Moderate- and High -Risk Patients: The follow-up letter/email provides personalized feedback on the HRA with internet links to appropriate websites relating to their medical issues. If no email address is provided, we will mail a hard copy letter with customized educational information addressing the abnormal lab result. CareHere staff will reach out to patients via phone and email to engage them in clinic services and encourage them to get the care they need. 11-11%,\/ Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAUMUAit B Once the provider has established the risk level, and the patient understands the results, the provider will refer them to the appropriate wellness program and/or health coach who formulates a customized plan for each patient. The patient can track their progress through CareHere's Wellness Website. Health coaches will also have access to the patient's progress, giving them the ability to reach out and encourage compliance with the program. Furthermore, the nurse in the health center will work collaboratively to close gaps in care and ensure the patient is remaining compliant with their disease state. This may include confirming lab work is performed, medications are obtained and recommended visits to specialists or facilities are completed. CareHere health coaches will work with patients who have chronic conditions to manage and reduce risks associated with the disease effectively. CareHere's multi -faceted team approach to patient care leads to higher utilization, compliance and greater outcomes. Points of contact depend on the disease state, disease program, provider plan of care and the patient's preferred communication methods. We have developed 185 wellness programs that include chronic condition management for 2016 and have 13 care management tracks on CareHere's Wellness Website. 22. It is the expectation of the City that some level of pediatric (24 months of age or older) care will be provided. Please explain in detail how you will address this care. Confirmed. Dependent care within the health clinic begins at age two. 23. What is your standard protocol regarding prescriptions and prescription refills? CareHere prescriptions are written in the clinic and filled at local pharmacies. CareHere requires patients to be seen in the clinic in order to have prescriptions refilled. The State of Texas requires a Class A pharmacy to dispense medications. We currently work with other clients in this regard and would be open to discussion if the City of Denton were interested in partnering with other employer entities to explore Class A and Class B pharmacy. 24. What is your standard protocol regarding prescription drug samples? CareHere does not allow pharmaceutical representatives to leave drug samples in the health clinic. 25. What is your standard protocol regarding outside lab orders? CareHere can order labs requested by outside providers. We currently have a lab list of over 3,500 labs through our partnership with LabCorp. Results are sent to CareHere's EMR electronically for review (typically with 24-48 hours) and sent to the ordering provider. Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B 1. Describe the types of work-related injuries that can be addressed onsite. With the exception of off -hour injuries and life threatening injuries, the CareHere Health Clinic can track and aggressively manage all work related injuries and occupational diseases. The CareHere Health Clinic works in conjunction with the client's current policies and procedures for injury notification. Common injuries include but are not limited to: -Burn injuries •Injuries from chemical exposure -Back injuries -Head injuries -Burns, scars and disfigurement -Blindness / vision loss or hearing loss -Leg, knee, ankle or foot injury -Nerve, muscle or tissue damage -Sprains, Strains and Tears -Lacerations -Repetitive stress injury (carpal tunnel syndrome and other overuse injuries) -Occupational diseases (toxic or harmful exposures) *Mental stress and impairment 2. Describe the role of the onsite medical professional in conjunction with the City's worMer?? comMenMaMon thl3d??artl aclmMnMator and M rfl cable manaMement Me ? . ea The DCS, specifically assigned to the City of Denton's health clinic will be the main contact for the City regarding all needs surrounding the onsite clinic. CareHere will arrange an annual review with members of the City's leadership team, TPA's, and etc in order to detail to success of the clinic. CareHere can send any health center related data to third party administrators, carriers, outside providers and facilities and any other HIPAA certified entity permitted. CareHere providers assign diagnostic and procedure codes to each patient interaction for full reporting capabilities. An 837 file from the health center can be sent as frequently as desired. CareHere also wishes to receive data from these vendors so that CareHere providers and Registered Dietician will have a complete patient record for proper diagnoses and plan of care. 3. Are there any additional charges (administrative or otherwise) for performing workers` compensation and pre-employment/fit for duty physicals? CareHere can provide workers' compensation and pre-employment/fit for duty physicals for an additional $3.00 PEPM. Supplies and staffing necessary to perform these services will be billed at a pass-through rate to the City. In order to provide a detailed cost analysis for these services, CareHere will request a collection of occupational health and workers' compensation data. 11-11%,\/ Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B 4. Confirm that the results of occupational health exams can be provided within the following time periods and standards: i. Job specific routine and post offer physicals - 1 day Confirmed. Job specific complex periodic (fit for duty) and post offer physicals - 3 days Confirmed. 5. Describe your ability to act as a collection site for pre-employment, random, reasonable suspicion, and post -accident drug testing. CareHere has substantial experience in conducting reasonable suspicion drug/alcohol testing, pre-employment, and random drug testing in the clinic setting and does so for the majority of our clients at their request. CareHere's national contract with LabCorp affords the City of Denton competitive rates at a pass-through cost with no mark-up. CareHere's national contracts with other suppliers will allow for the purchase necessary equipment and supplies required to perform the above tests, all at a pass-through rate with no mark-up to the City of Denton. The occupational provider or nurse will perform the above tests to meet the requirements of the City's job description. CareHere can set up randomization for drug testing as well. Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B Please provide a comprehensive proposed communication plan for introducing your company's management of the near -site health clinic to our employee population and reference the ongoing communication plan. Outline your company's responsibilities in these processes. Please include copies of proposed educational materials and timelines for distribution. CareHere will continue to partner with the City to improve and refine the current health clinic communication plan in place by using historical data to identify preferences that pinpoint the optimal timeline, locations, and outlets for delivering a well crafted health clinic communication plan. Communications will include direct mailings, company email blasts, newsletters, onsite employee presentations and any other available modes of communication. Please see Exhibit C: Sample Communication Material 1. How will employees/dependents be able to communicate with the medical team? Patients may reach the health clinic through our 24/7 support line. Recently, a third medical assistant was added to the medical team so that the Health Clinic phone number could be published. By adding this medical assistant and publishing the phone number, we are able to enhance our accessibility to members and our patients. Also, we launched a patient email campaign and encourage patients to communicate with us for non -urgent matters and questions. This is provided to the City of Denton at no additional cost. 2. M eMcrNe Mohr comMan? aM ? to commMnRLate w[Mh a MMa. ? oMM%tl%)n (Spanish). CareHere can work to identify bilingual (English/Spanish) clinicians to best accommodate the City of Denton's employees and their families. Bilingual marketing and communication material is also available. Please see Exhibit B: Sample Patient HRA Results (in Spanish) 3. Describe the frequency and type of communication that eligible members will rece Mwe tho?hoMt the Mr oMram MerMod. CareHere will continue to promote heath center and wellness services after the initial roll out. Communication efforts will also be responsive based on the evaluation of patient engagement through utilization, HRA participation, wellness program participation, etc. metrics. Examples of ongoing communication topics include (but are not limited to): • Open Houses and Meet -and -Greets with Health Center Staff • Wellness Groups and Onsite Classes • Change in Health Center Hours • Onsite and Off-site Flu Vaccine Events • Seasonal Service Promotion Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B CareHere will cover the costs of two physical mail -outs per year and unlimited electronic communication. All materials are customized for the City of Denton to best speak to your member population. CareHere's marketing team also will work with the City to develop customized branding that can be applied to giveaways or communication materials. If the City of Denton would like to provide more than two physical mail -outs per year or would like to develop giveaways for employees, the additional costs will be billed at a pass-through with no markups to the City of Denton. Please see Exhibit C: CareHere Sample Communication Material 4. Will your company allow the City to link its website with your company's website? Yes. The CareHere website, www.carehere.com, can be linked with the City of Denton's website(s). 5. M MoM aMw the 17110 to 17111e oMr own MrancllIM Rh commMn:at%n and MroMram materials? CareHere's marketing team will work with the City of Denton to develop customized branding that can be applied to giveaways or communication materials. The City of Denton will have an opportunity to review and approve all communications before distributing to program participants. ONE ® -®® -® -- - -®e e. - ®.® ®- ®01 _0 CareHere's website can be found at www.carehere.com. Access codes and demo login information will be provided upon being selected as a finalist. 7. How can a member access your company for Member Services after hours? CareHere has a 24/7 help line available to patients for triage, medical, or pharmacy related questions. There is no additional charge for this service. 8. Will your company utilize existing Member Services resources for the City's clinic? Yes. 9. What level of staffing for Member Services do you envision for the City of Denton? Recently, a third medical assistant was added to the medical team so that the Health Clinic phone number could be published. By adding this medical assistant and publishing the phone number, we are able to enhance our accessibility to members and our patients. Also, we launched a patient email campaign and encourage patients to communicate with us for non - urgent matters and questions. This is provided to the City of Denton at no additional cost. Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B Understanding that there are a variety of methodologies for implementing a Health Risk Assessment (HRA), or other targeted intervention process, please explain in detail the HRA/targeted intervention model that your organization would recommend be Mm??emented.????aMn the atRbnaM MehMd the recommendatRbn. 17111ame Meeh M mMd that this must be a confidential process that complies with all HIPAA guidelines. The proprietary CareHere HRA was designed in-house and has been used since our company's inception in 2004. We believe it is pivotal in not only encouraging health center utilization, but discovering a patient's baseline of health. This integral tool continues to offer insight into important health concerns and ways in which we can proactively combat future risks. In accordance with HIPAA, CareHere has designed the HRA process to comply with all HIPAA guidelines. 1. How will your company identify high-risk members? CareHere prides itself in its ability to develop healthier employees and reduce chronic disease risk levels among a client's population. The movement of chronic patients to the lower risk categories offers the most significant impact on lowering annual healthcare cost trend. Completion of our initial HRA allows early detection of chronic conditions and high risk factors, allowing patients to effectively manage and reduce the health risks associated with their disease state. According to the Agency for Healthcare Research and Quality, 20 percent of the population accounts for 80 percent of the overall healthcare spent in the United States. CareHere's holistic approach to healthcare specifically targets this population to improve the overall health of a client's employee base and produce long-term savings. CareHere's HRA identifies individuals on the verge of becoming part of the costly 20 percent. Once identified, our provider -driven wellness programs help prevent the patient from developing these chronic conditions. The HRA process is such a cornerstone of our wellness strategy, we encourage our employer partners to incentivize participation among their employees. Once an HRA has been completed, the CareHere clinic staff will evaluate the results and stratify each patient into one of the following risk levels: No- or Low -Risk, Moderate- or High -Risk. We will then notify the patient of his results with a follow-up letter and schedule a follow up appointment to develop a patient care plan. Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B 2. Please describe your method oIogyfor tracking and intervening with high-risk memMerM on an onMoMnM MITI. CareHere will work with the City of Denton to set participation and engagement goals that meet the expectations of the City of Denton. Within CareHere's Wellness Website and the EMR, certain metrics will be collected and can be reported on. These include but are not limited to: • Number of contacts • Type of contact • Educational materials provided • Patients overall health goal • Each action step taken to reach that goal • Program involvement • Readiness to change stage • Medication compliance • Outside resources progress • Disease specific program goals The City of Denton would be provided with a staff consisting of Medical Providers, and health coaches who are available to work with patients of all risk areas. A member of the wellness team will contact the patient to discuss areas of concern. The members of the wellness team have access to patients lab work and provider notes so will be able to provide support to the employee based on the plan of care that was established by a provider. The health professional will provide educational tools and follow-up based on protocols that have been developed. Depending on the protocol, referrals are made to other members of the wellness team in order to provide a multifaceted approach to education. We find that patients respond well to having the support of a wellness team of varied health professionals they can count on for support and encouragement. 3. Do you stratify members by severity of risk for complications? Please elaborate. Yes. Once an HRA has been completed, the CareHere clinic staff will evaluate the results and stratify each patient into one of the following risk levels. We will then notify the patient of his results with a follow-up letter and schedule a follow up appointment to develop a patient care plan. No- or Low -Risk Patients: The follow-up letter/email congratulates the patients on adopting healthy lifestyle habits and includes an invitation to contact the CareHere coach or physician, should they have health related questions. Patients are notified of local health events of potential interest to them, such as flu vaccine clinics, health seminars, weight loss programs, and no- or low-cost specials on health screenings and events. Moderate- and High -Risk Patients: The follow-up letter/email provides personalized feedback on the HRA with internet links to appropriate websites relating to their medical issues. If no email address is provided, we will mail a hard copy letter with customized educational information addressing the abnormal lab result. Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B Once we have established the risk level, and the patient understands the results, the provider will refer them to the appropriate wellness program and/or health coach. The patient can track his progress during a wellness program through CareHere's Wellness Website. Wellness and Health coaches also will have access to the patient's progress and will reach out to the patient to encourage compliance with the program. 4. What HRA do you use and how long have you used it? List all risk factors you identify in your profile. Is your HRA GINA compliant? Is your HRA available both online and in paper form? Please provide a sample HRA. Yes, CareHere offers a Health Risk Assessment and biometric screening. The proprietary CareHere HRA was designed in-house by CareHere President Ernie Clevenger and has been used since the inception of CareHere in 2004. The HRA is used to discover a patient's baseline of health, and wellness programs are recommended as risk areas are identified. The HRA consists of a questionnaire and a 28 -panel biometric fasting blood draw (venipuncture) and is available online as well as in paper -format. Below are the panels analyzed through the 28 panel biometric screening: • Chemistries • Alkaline Phosphatase • Glucose • LDH • Uric acid • AST (SGOT) • BUN • ALT (SGPT) • Creatinine • GGT • BUN/Creatinine ratio • Iron • Sodium • Lipids • Potassium • Cholesterol • Calcium • Triglycerides • Phosphorus • HDL cholesterol • Protein • VLDL cholesterol • Albumin • LDL cholesterol • Globulin • Cholesterol/HDL ratio • A/G ratio • Total cholesterol/HDL ratio • Bilirubin • CHD risk The cost of providing HRA/biometric screenings are included in CareHere's PEPM management fee. The number of annual HRAs included in this management fee is equal to the amount of employees on the health plan. CareHere confirms that we are fully compliant with the Genetic Information Nondiscrimination Act (GINA) and will continue to be compliant throughout the the term of any medical services agreement issued during this RFP process. Please see Exhibit A: Patient HRA Sample Report Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAUMUAit B 5. How often do you recommend that members complete an HRA? What is the minimum allowed time between HRAs? CareHere recommends that patients complete an HRA on a yearly basis. This is the suggested timeframe; However, there is no minimum allowed time between HRA's forbidding patients from completing an HRA before a full calendar year. CareHere recommends patients complete an HRA and biometric screening during their first initial visit in a CareHere medical clinic. This gives the provider a baseline for the patient's health and an overall understanding of the patient's health. Alternately, patients can complete their HRA/Biometric screening during their birth month after year 1 in order to avoid overbooking the onsite clinic with these screenings. 6. Please describe the turnaround time for each of the following areas: i. Providing HRA results to individuals; Results are available to the patient online within 48 hours of completing the biometric screening. Contacting individuals for possible interventions; and CareHere trains providers and clinical staff to address emergency test results immediately by contacting the patient and instructing them on the proper steps to minimize the high risk concern. For less pressing issues a follow-up letter/email provides personalized feedback on the HRA with internet links to appropriate websites relating to their medical issues. If no email address is provided, we will mail a hard copy letter with customized educational information addressing the abnormal lab result. CareHere staff will reach out to patients via phone and email to engage them in clinic services and encourage them to get the care they need. During a follow-up visit, the provider will review specific high risk areas with the patient and develop a personalized care plan to address areas of concern. iii. Providing the City with an aggregate summary report of HRAfindings. Each year of health center operations, CareHere will provide an in-person review of health center results and impact. A year -over -year aggregate HRA report will be included in this report to highlight movement in the employee population's health risk areas. The biometric summary includes an aggregate analysis of risk factors measured through the annual HRA with illustrative charts to showcase the population maintaining, decreasing, or increasing risk factors. In addition, we provide reports on demand when requested by the City. Please see Exhibit E: Sample Aggregate HRA Results Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAUMUAit B 7. Please describe how your company will provide a system to assist HRA participants in the completion of their HRA and in the interpretation of their personal profile. CareHere works closely with the City to encourage easy access for patients to complete their HRAs. The City allows patients to complete their HRA as early as 11 months prior to the previous year's HRA. The DCS works closely with the City to ensure there are ample blood draw times on the 10 -minute lab draw schedule. During the final months of the program, the DCS briefs the City about appointment availability and the need to add appointments. When needed, approval for both the blood draw and follow up appointments are confirmed, associated costs to the City discussed, and appointment availability is communicated to patients. This partnership allows for all those who desire to complete their HRA and follow up to do so in an simple and efficient manner. 8. Describe the process for engaging an individual with a targeted health condition. Patients book 40 minutes with the Health Clinic Provider to review lab results. At that time, the Provider and patient discuss wellness options, according to these results. The Provider refers patients to the health coach, who assists the patient on their road to wellness. Patients with results showing they are not at risk are also encouraged to participate in self-directed online wellness programs. 9. Do you recommend using incentives? The City currently provides a premium differential of $40 per month ($480 annually) if the employee qualifies for the City's Healthy Incentives Program (HIP). If other incentives are to be offered, please describe whMch Mncent??eMMoMr comManMacommendM. CareHere does recommend using incentives and will continue to work with the City of Denton to manage and improve their voluntary "Health Incentives Program" (HIP). Developing an incentive program tied to CareHere's clinic and wellness offerings is a great way to increase employee engagement, create a culture of wellness, and produce superior patient outcomes. We have extensive experience in tracking and reporting incentive programs for our clients, and can develop marketing campaigns to encourage participation. We have discovered the best results when clients provide incentives to those who complete the following steps: 1. CareHere Health Risk Assessment 2. Follow-up to review results and, if applicable, determine areas of risk 3. Patient must complete a plan of care related to area of risk and follow-up in three to four months to review program completion with a provider. If a patient is free of any risk factors, they have the option to work with a health coach or complete one of our online health maintenance programs. By completing these steps, the patient is encouraged to learn about their lab values and take steps in areas where they are outside of the normal range. By completing an educational program, they begin to make changes that will improve their lab values. Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: lC5470EB-A16E-4E6D-A401-62DAB8C1446F ConFAUMUAit B See below for graph of CareHere participants who participated in a wellness program vs. those who completed a program. Both groups experienced improvement in lab values. But, those who completed a program saw greater improvement. 11 All participants 553 Compteters 0% 11111111111111111111111 ........ uuuuuuuuuum---INNNOMME11111111111111111111ift.... .........INNNOMME1111111111111 Fasting Glucose above LDL Chnlesterol above Systolic Mood 100 ME above 30 130 Pressure above 140 Se'na...ker participants 1% 8% 22% 17% 3% .... mo- lets rs ........ 6% ......... .... 12% ......... 25% 28% 95'% 10. Please describe how your company's HRA monitors and reports individual changes from year-to-year. Once a patient completes their HRA (paper or online format) and biometric screening, the results will be uploaded into the patient portal within 48 hours for patients to view. Additionally, during a follow-up appointment in the health clinic, the provider will communicate the HRA results to the patient. The results include year-to-year comparisons for up to three years. A sample HRA report can be seen below comparing the three most current three years of biometric data pertaining to cholesterol. k l: olestei:ol Group Your score I= concern 'Watch 01 - Good 100 -- — — — —���� Cholestevol f roar 1;ao ` ot"tl Chole"fel,(A The level of cholesterol in a persons blood is directly correlated to their r=sk for developing atheroscleros's - the process by which the blood vessels of the body become clogged with dangerous plaque. Heart attacks, strokes, and peripheral vascular disease result from this process. Improving 'blood cholesterol values has been proven to lessen the likelihood of these serious complications and add years to your life! The goal' should be to maintain a total cholesterol scare that is under 200. Your value 154 Your total cholesterol', value •s average, and puts You =n an average cardiac risk mgrdl_ position. Please continue to be vigilant for improv=ng diet and exercise habits, as even when all lifestyle factors (diet, exercise, body weight) are held constant, the Your even Normal total cholesterol tends to trend higher with age alone. Rating to- n�taav',;y Brentwood,TN 1 615.221.5901 1 carehere.com Hih ,c, 2fi5 garde^line220 accF �� Normal 154 100 1{ t Lnu. r 05;1212014 12x2 .2r.1 s 12115;.22.16 Y our scores (Mos t -eint lair dates shown €lss t1 to- n�taav',;y Brentwood,TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B 1 1. McMcr. ?e Mn deta. ? how c. ? nMcaI1Vd5a thered at the c. ? nMc M Me Mhwd wdh the City's current Case Management/Disease Management provider (UHC). Is there any additional fee to share this data? Currently, CareHere transfers this data to United Healthcare and will continue to do so at no additional cost. This data transfer ensures that United Healthcare has a true picture of the medical services we deliver at the Health Center so there is no perceived "gap in care." Claim costs are zeroed out by United Health Care. 12. McMcr. ?e Mn deta. ? how MoM en?? . n MoMr comManM wo ??nM \/Oth the MM current Case Management/Disease Management provider (UHC) in regard to Case ManaMement????e aMe ManaMement. In an effort to reduce the gaps in care that commonly occur when caring for a patient, CareHere's EMR is able to be shared with health coaches, specialists and outside providers. Our Electronic Medical Record (EMR) application has the functionality to create a Continuity Care Document (CCD) to facilitate communication between and among care givers. Additionally, it becomes a focal point for the capture, storage and any required dissemination of information that is shared among practitioners. CareHere understands the importance of communication with the patient's outside physicians, facilities and coordinating all testing management. With the proper medical release, any lab work or procedures provided to the patient at the health center can be sent electronically or via fax to maintain coordination of care. Typically this process is manual but can be automated if the receiving party has the ability to access automated claims related data. 13. Describe any predictive modeling, or other tools, you use to find gaps in patient com???ance. CareHere partners with Springbuk, a data warehouse and reporting tool that integrates clinic data, TPA claims data, PBM data and other wellness or health related data on a frequency determined by the client and its vendor partners. CareHere providers can view an entire patient record to best advise on appropriate care. Gaps in care can be identified along with patients who might need the most attention. This technology and reporting will be a huge benefit to the clinical staff, the patient and to the client. Please see Exhibit F: Sample SpringBuk Health Status and Gaps in Care Report Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B • 1. Are telephone conversations monitored for quality assurance? Intervention conversations are monitored on live calls for quality assurance. Any patient that voices concerns with any coaching process will be referred to the wellness team supervisor for resolution of issues. In addition, the CareHere health coaches are provided with evidenced based protocols and procedures to follow based on an individual's areas of risk. They also have standardized tests/questionnaires to help them monitor patient progress. 2. Describe the follow-up process for targeted members you are unable to reach. CareHere will make every effort possible to reach individuals that have been targeted for wellness programs. If one type of communication is ineffective, CareHere's medical staff and wellness coaches will try other avenues of communication to reach out to patients. Health coaches are accessible through CareHere Wellness Website, email, and telephonically. 3. Describe and provide examples of any support materials used in the intervention. To best connect with employees enrolled in wellness initiatives, the health coach will determine the communication and support methods preferred by the patient. These may include, but are not limited to: -Our online and smartphone wellness application, including social network community for peer support -Face to Face -Telephonic •E -Mails • Webinars -Mailers. Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B 4. How will your company link to onsite and/or community resources (Employee Assistance Program, Wellness Programs, Diabetes America, etc.)? In the event that a patient needs to be seen for a service that is out of the clinic's scope, the patient is referred to a provider outside of the onsite health clinic or to a specialist in the local community. Efforts are made to keep referrals within the patient's network of providers to optimize savings to the patient and the health plan. CareHere encourages regular meetings with the City of Denton, your vendors and community partners to exchange information on resources and best equip the clinic staff with information to refer patients into available programs. CareHere can link with and refer to an existing community program. If a group already has an employee assistance program (EAP) in place, our providers are available to help the employees understand the benefits of an EAP program and assist with getting them in touch with the appropriate individual. The provider/wellness team will support all mental/behavioral health needs (depression counseling, stress management, substance abuse assistance, etc.) that may arise with a patient. In addition to the CareHere wellness coach assisting with these conditions, the coach will work with the current EAP vendor that the City of Denton has in place to best coordinate the care for the patient. 5. Describe and provide examples of any management reports on intervention activity. CareHere can provide the following reports for the wellness programs: • Wellness Reports • Health Progress TEST (Trends between Periods) • Wellness Report • Contact by Coach • Patient Goal Breakdown • Patient Notable Changes • Action Steps Detail • Weight Management Report • All Coach - Action Steps • All Coach - Enrolled Protocols • All Coach - Notable Changes Wellness Referrals by Group • Health Progress PLUS (Trends between Periods) • Patient Contact Type Breakdown by Coach Patient Contact Type Breakdown • Patient Smoking Cessation • Patient Action Steps • Goals by Patient • Enrolled Protocols • All Coach - Contact Type Breakdown All Coach - Goals Breakdown • All Coach - Number of Contacts Wellness Referrals by Provider Please see pages 17 - 20 in Exhibit G: Sample Reports. Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B 1• will make available to the City's members. Describe in detail the ongoing process of M171171n edMcMnM oMrMonMterm coMMMITIne MoMr comManMrelTlonMMlIMM-pprocesses and include copies of educational materials. - CareHere has corporate medical support and expertise in the area of health coaching on the executive leadership team, as Denny Porr, CareHere's VP of Health in Wellness has been involved in corporate and community wellness since 1976. Denny has significant experience designing wellness and preventive care programs for specific target populations. Some of the most popular wellness/preventive care programs are Weight Management -The CareHere Weigh, Obesity Prevention and Maintenance, and the Health Eating Protocol. CareHere has over 185 chronic condition and disease managements programs that cover many arenas of health. We will continue to provide these services at no additional cost to the City of Denton as a part of the PEPM management fee. 1. Describe the extent of how your clinic model proactively and/or automatically involves itself with wellness and disease management and/or similar programs that may be offered through the City's health third -party administrator. CareHere's philosophy regarding our role in a client's employee health and wellness culture is to partner and support our clients by providing them all necessary components of creating an environment for employees to become healthier. Through the CareHere business model, we encourage employers to offer no -cost healthcare services to their employees to maximize use of the onsite clinic. Convenient, no -cost healthcare attracts employees and dependents to the clinic, including those who otherwise may not see a healthcare provider. Encouraging employees to participate actively in their healthcare is the first step to creating healthier individuals. Wellness represents a significant component of CareHere's health and wellness center philosophy. CareHere prides itself in its ability to develop healthier employees and reduce chronic disease risk levels among a client's population. The movement of chronic patients to the lower risk categories offers the most significant impact on lowering annual healthcare cost trend. Completion of the initial HRA allows early detection of chronic conditions, allowing patients to effectively manage and reduce the health risks associated with their disease state. According to the Agency for Healthcare Research and Quality, 20 percent of the population accounts for 80 percent of the overall healthcare spent in the United States. CareHere's holistic approach to healthcare specifically targets this population to improve the overall health of a client's employee base and produce long-term savings. CareHere's HRA identifies individuals on the verge of becoming part of the costly 20 percent. Once identified, CareHere will utilize our provider -driven wellness programs and partner with the City's third party administrator programs to help prevent the patient from developing these chronic conditions. The cost avoidance associated with creating a healthier workforce offers the most substantial long- term savings for the City. The HRA process is such a cornerstone of our wellness strategy, we C1 , t � Vlt% courage our employer partners to incentivize participation among their employees. Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAUMUAit B 2. What proactive measures are taken and what kinds of results are expected and produced? The CareHere chronic condition/disease management and wellness strategy begins with the HRA (Health Risk Assessment) which consists of a behavioral questionnaire and 28 -panel biometric screen. The HRA identifies high-, low-, and no -risk employees and dependents. This is vital to discovering a patient's baseline of health and offers insight into important health concerns. We encourage our employer partners to incentivize participation in the HRA process, as it is a cornerstone of CareHere's chronic condition management and wellness strategy for patients. The next step of our wellness strategy takes place during a follow-up appointment in the health center, as the provider communicates the HRA results to the patient. The provider will direct the patient to the appropriate wellness or disease management program associated with his or her risk areas. With chronic condition management starting at the provider level, the outcomes for behavioral change and compliance with treatment are much more successful. Also, because each appointment lasts a minimum of 20 minutes, providers have an opportunity to uncover unidentified health issues beyond the reason for the patient visit. Once the provider has established the risk level, and the patient understands the results, the provider will refer them to the appropriate wellness program and/or health coach who follows a customized plan for each patient. The patient can track their progress during a wellness program through CareHere Wellness Website. Health coaches also will have access to the patient's progress and will reach out to the patient to encourage compliance with the program. Furthermore, the nurse in the health center will reach out to the patient to close gaps in care to ensure they are staying compliant with their disease state. This may include encouraging that lab work is performed, medication refills are obtained and recommended visits to specialists or facilities are completed. CareHere health coaches will work with patients who have chronic conditions to manage and reduce risks associated with the disease effectively. Points of contact depend on the disease state, disease program, provider plan of care and the patient's preferred communication methods. CareHere's multi -faceted team approach to patient care leads to higher utilization, compliance and greater outcomes. CareHere's preventative health and wellness initiatives are driven by our certified health and wellness coaches. They will assist patients in creating a personally customized wellness program based on the 185 wellness/disease management programs in place for 2016. The specific disciplines of our health coaches include nutrition, exercise, behavioral health, and tobacco cessation. Health coaches will assist the patient to define short/long term goals and develop a personalized action plan to address areas of concern. The coaches will also provide accountability and support as the patient works toward accomplishing their goals. Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAUMUAit B 3. What are your predictive modeling capabilities, and how are they applied? CareHere offers in depth reporting, data analytics, and predictive modeling to all partners. Controlling health costs, measuring performance, and assessing risk all start with data analytics. In addition to reporting all financial, clinical, and operational measures, CareHere's data integration and analytic solutions provide the employer with the advanced analytical tools to: • Identify potential high risk and high cost individuals early • Identify members who would most benefit from case management • Identify "gaps in care" for individuals with key risk factors • Forecast future plan and individual utilization and costs CareHere partners with Springbuk, a data warehouse and reporting tool that integrates clinic data, TPA claims data, PBM data and other wellness or health related data on a frequency determined by the client and its vendor partners. CareHere providers can view an entire patient record to best advise on appropriate care. Gaps in care can be identified along with patients who might need the most attention. This technology and reporting will be a huge benefit to the clinical staff, the patient and to the client. ®>&� ®- iii - �- ®-®®•ifir� ®iil • - ®-®I are ®- - ®®®•® • ® ®i1' clMmMe manaMementMr oMramM. CareHere has 185 chronic condition and disease management program designed to help patients suffering from the following conditions (but not limited to): Chronic Disease Management o Diabetes o Asthma o Hypertension o Heart Failure o Obesity Health Maintenance o Weight o Cholesterol o Stress o Tobacco Cessation o Pre -Diabetes o Per -Hypertension For a complete listing of the CareHere chronic condition and disease management programs please see Exhibit D: CareHere Wellness Outlook and Programs. Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAUMUAit B 5. Which of these diseases/conditions/procedures are the prime targets of your company's programs? CareHere will provide preventative health and wellness initiatives driven by our certified health and wellness coaches. They will assist patients in creating a personally customized wellness program based on the 185 wellness/disease management programs in place for 2016. The specific disciplines of our health coaches include nutrition, exercise, behavioral health, and tobacco cessation. In addition, to satisfy the City's scope of work, CareHere will include a part-time Registered Dietician to work with patients on site and telephonically at no additional cost. Health Dietitian will assist the patient to define short/long term goals and develop a personalized action plan to address areas of concern. The health dietitian will also provide accountability and support as the patient works toward accomplishing their goals. 6. How does your company measure the results, and how are the results communicated to the City, from any wellness and disease management activities that you conduct that are automatic, and not at an extra charge? CareHere defines our model as effective when chronic patients are moved from the high risk to moderate to low risk categories, and by saving our client partner's health claims dollars by moving visits from the marketplace to the healthcare clinic, by avoiding high cost or preventable visits and identifying and managing chronic patients. The movement of chronic patients can be measured through a variety of reporting capabilities such as: • The participation in CareHere wellness tracking program • The number of wellness programs completed • Aggregate reports that show the decrease in specific chronic categories. • Number of action steps completed • Changes in A1C levels • Changes in Cholesterol Levels The claims cost savings is tracked by showing the healthcare claims trends comparison with CareHere compared to the claims trend prior to CareHere. CareHere also uses data analytics and predictive modeling to show the savings resulting from moving patients out of the high risk category. CareHere's data integration and analytic solutions will also provide advanced analytical tools to present a comprehensive view of program outcomes, use, participant satisfaction, cost of care, productivity and absenteeism, and much more. 11-11%,\/ Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B 7. Describe how your disease management services are provided (onsite in the clinic, online, telephonic, etc.)? Who will provide the disease management/health coaching services? The majority of CareHere health coaching is performed through telephonic and web -based resources. The onsite medical assistants can also provide answers to health questions and facilitates the coordination of care for each patient. Additionally, CareHere has proposed to include a part-time Registered Dietician in the monthly PEPM administrative fee. The RD is proposed to be staffed onsite for 16 hours a week. If the demand for onsite coaching is high enough within the City's clinic, CareHere can implement an onsite health coach. Staffing costs associated with the health coach would be passed through to the City. 8. Describe the various types of health coaching programs you offer (smoking cessation, stress management, weight loss, diabetic support, etc.). CareHere has 185 wellness/disease management programs in place for 2017. These include, but are not limited to: -Weight Management -Diabetes Management -Lipid Management -Smoking Cessation -Plan of Care Compliance -Hypertension Management -Exercise Adherence -Stress Management -Mental Health Management -Pre-Diabetes Management -Cardiovascular Risk Reduction -Addiction Intervention -Medication Adherence. CareHere will provide certified health and wellness coaches to assist patients interested in making behavior/lifestyle changes. The specific disciplines of our health coaches include nutrition, exercise, behavioral health, and tobacco cessation. Health coaches will assist the patient to define short/long term goals and develop a personalized action plan to address areas of concern. The coaches will also provide accountability and support as the patient works toward accomplishing their goals. Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAUMUAit B 9. Please refer to Supplement G - City of Denton Healthy Incentives Program Summary - as part of our wellness program, the City's current vendor tracks wellness points ("healthies") via an online system. This system assigns tasks (watch a video, try an exercise, take a quiz, report nutrition intake, report minutes of exercise, etc.) based on the health needs of the employee, as assigned by the clinic provider. Do you have a system that can match this process? Please describe in detail. If not, please describe in detail how your company will go about matching, or exceeding, this process. CareHere currently partners with the City of Denton to manage the Health Incentives Program and is working to not only match this process, but improve and exceed the current system. In 2017, we will launch CareHere's new Wellness Website which will provide patients with fresh educational program options and introduce an innovative Health Risk Questionnaire that stratifies risk by matching answers with blood work/biometric results. Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAUMUAit B Address how your company proposes to review clinic operations and effectiveness. This should include standards and measurement criteria for clinic healthcare activities, costs, outcomes, HRA, disease management, member services, member intervention and edMcat0onaM m rMa MR CareHere works vigorously to collect important data to measure and benchmark the effectiveness of our clinics. Our data analysis team utilizes the collected data to run reports for a comprehensive view of trends, benchmarking to national standards and a drill -down to diagnosis which aids in controlling health costs, measuring performance and assessing risks while identifying and closing gaps -in -care. In order to get the most accurate data, CareHere has the ability to integrate clinic data, TPA claims data, PBM data, wellness data and any other pertinent vendor data into the data warehouse for analysis and review. 1. How will your company measure the outcomes and success of the overall program? CareHere providers and staff build a trusted relationship that allows coordination of the "best practice" to guide patients to wellness initiatives. With the trusted provider relationship as the driver, CareHere helps patients make healthy behavioral changes to move to a place of better health through wellness protocols delivered through a collaboration of Health Coaches and providers. It is CareHere's mission to partner with employers and providers to empower individuals and their families to achieve well-being and health through quality, cost-effective healthcare, education and coaching delivered with enthusiasm and compassion. CareHere recognizes our program as effective if chronic patients are moved from the high risk to moderate to low risk categories, and by saving the client a substantial amount on claims cost. The movement of chronic patients can be measured through a variety of reporting capabilities such as: -The participation of our wellness tracking program -The number of wellness programs completed *Aggregate reports that show the decrease in specific chronic categories. -Number of action steps completed -Changes in AIC levels -Changes in Cholesterol Levels The claims cost savings is tracked by showing the healthcare claims trends comparison with CareHere compared to the claims trend prior to CareHere. CareHere also uses data analytics and predictive modeling to show the savings resulting from moving patients out of the high risk category. Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B 2. M eMcr e Mohr comMan? Mtandard manaMement reMorta M eMcrNe MoMr cMMtom reporting capabilities and any associated costs. Please provide samples of recommended reMort0 that w??? Me MD?ded to the MM CareHere delivers certain reports monthly, quarterly and annually. Reports are also available online 24/7 in real time. A full financial report will be included in the annual report provided by CareHere. Each year, CareHere will deliver the most recent 12 month analysis of the following reports: Standard Reports -Office Visit Cost Off -Sets -Claims Trend and Savings Analysis -Health Risk Assessment Condition Savings -HRA Participation -HRAs by Age & Gender -Aggregate HRA Results -Appointment Utilization/Frequency -Top 20 Diagnosis and Medications •Wellness Contacts/Progress -Patient Satisfaction Surveys Custom Reports -Bimonthly HRA Compliance Reporting (presented at no extra cost) In addition, CareHere can provide ad hoc reports based on data captured within the EMR. Additional charges may apply depending on the scope and frequency of the ad hoc reports. Please see Exhibit G: Sample Reports 3. Provide examples of the following, if applicable: i. Clinic healthcare activity report ii. HRA and member profile reports iii. Member participation report iv. Member HRA and/or laboratory reports v. Member intervention report vi. Financial summary/savings report vii. No show reports viii. Management reports online and ??.tither aMa. ?a. ?e eMort0. Please see Exhibit H: Sample Client Annual Report Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B 4. Describe how your company will specifically evaluate the effectiveness of primary care cable manaMement. The healthcare cost trend is how CareHere measures the bottom line effectiveness of the services offered through the health clinic including the primary care case management. Year over year, our goal is to decrease the city of Denton's healthcare costs. Please see pages 4-7 of Exhibit H - Sample Client Annual Report 5. Provide all clinical indicators that your company will use to track the success of the program. How does your company track success from year to year? Please include all of the following, if applicable: i. Program outcomes ii. Utilization Measures (list measures) iii. Changes in the Cost of Care and iv. Productivity/Absenteeism (list indicators). In order to measure the success metrics of the healthcare clinic, CareHere will first analyze the historical claims data incurred by the City of Denton medical plan. With this data, CareHere creates a feasibility study which projects the cost and savings of the off-site/near-site healthcare clinic. The feasibility study creates a baseline which CareHere will use again at the time of the annual review to measure the success of the program. At the time of annual review CareHere measures the success of the overall healthcare clinic by analyzing the following health clinic measures: 1. Primary Care/Disease Management Program Outcomes 2. Clinic Utilization 3. Changes in Cost of Care 4. Productivity/Absenteeism 5. Participant Satisfaction Primary Care/Disease Management Program Outcomes All costs through the CareHere health clinic - staffing, equipment, labs and supplies - are at pass through cost with no mark-up. This allows groups to move away from the fee-for-service based model which exists in the market, and towards a flat cost. To track the primary care savings generated, CareHere compares the cost of each visit that shifts from the marketplace to the healthcare clinic. On average, there will be a 30-40 percent reduction for every visit that shifts from the marketplace to the clinic. Further, savings are tracked as a result of the identification of high risk and chronic patients through clinic visits and the 28 lab panel biometric blood draw. Aggregate employee population reports will be available to the City detailing the number of chronic diseases identified and the savings associated with managing those conditions through the healthcare clinic. Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAUMUAit B CareHere also measures the savings generated as a result of the cost reduction of the medication dispensed through the healthcare clinic. On average, there is a 30 percent reduction for every generic medication that shifts from the marketplace to the clinic. Clinic Utilization Great utilization creates a financially successful health clinic. The County Coalition will have the ability to pull daily utilization reports through CareHere's online reporting portal. These reports consist of the following data: • Total appointments set • Total appointments completed • Time slots used • Providers selected • Repeat appointment by the same employee • Patient No -Shows • Appointment Frequency • Type of Appointment. Changes in Cost of Care With the historical claims data provided by the City, CareHere will determine the medical and pharmaceutical expenditures from the dates prior to the health clinic implementation. With this information, CareHere will run a savings analysis to demonstrate the cost savings afforded to the City since the healthcare clinic's implementation. Productivity/Absenteeism Absenteeism/productivity savings will be realized by each visit that occurs off-site/near-site. CareHere measures this by considering that when an individual goes to the marketplace for an office visit, this will take approximately 180 minutes (3 hours) versus 30 minutes when visiting the onsite/near-site health clinic. Reviewing the time savings of 150 minutes by the average hourly rate (or comparable if salaried) will show the savings for that visit. Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAUMUAit B 6. Describe how employee satisfaction with the provided services will be measured. How often will employee satisfaction be measured? Describe the process, including management reports, for how employee satisfaction results will be communicated to the MM CareHere ensures customer satisfaction through patient satisfaction surveys, as well as clear lines of communication between the DCS and the client. Patient satisfaction surveys Patients have the ability to fill out satisfaction surveys when they log into our online wellness portal. In addition, electronic tablets can be set up within the clinic to administer surveys directly following the patient's visit. Questions are designed to discover the patients' primary reasons for the visit, nurse/provider seen, appointment scheduling process, wait times, quality of service, likeliness to continue health center utilization and recommend the service to others, and any additional comments, concerns, or compliments about their visit/provider. The results of these surveys will be included in the client's annual report, or can be provided upon request. Patient satisfaction surveys can also be sent to patients during the year or provided in the clinic. DCS Communication Customer satisfaction, for both employers and employees, is crucial to our business model. To measure our clients' satisfaction with the health center, CareHere's assigned DCS is in constant communication with employer representatives to gauge health center utilization, employee participation, and overall employee reception of the health center. 7. What is the Return on Investment (ROI) of your clients similar in size to the City of Denton? How is this measured? Please see page 66 for the most recent ROI analysis performed for the City of Denton. Return on Investment (ROI) for clinic performance and clinical metrics would be reported to the City of Denton on an annual basis; however it is constantly measured against industry standards. The City of Denton can view clinical and financial outcomes from three perspectives: ective 1 - Health Center Visit Off -Set: Overall savings on a per visit bases as compared to the market averages. On average, the client will experience a 30-40% reduction for every visit that is brought from the market place to the CareHere Health Clinic. The total savings is calculated based on the total visit that we anticipate bringing into the CareHere Health Clinic. Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAUMUAit B Perspective 2 - High Risk/Chronic Patient Savings: The second category of savings does not start until the second year of the health center operation. CareHere prides our self in the ability to move chronic patients from high risk to moderate risk to low risk categories. The movement of chronic patients to the lower risk categories has the most significant impact on lowering the annual health care trend. CareHere successfully moves chronic patients to the lower risk categories with the patient -centered medical home approach. CareHere offers a holistic approach to providing onsite healthcare to the employees. The patient is the center of all services provided by CareHere, and each service that revolves around the patient is in complete coordination with all other services provided. Perspective 3 - Occupational Health Savings: CareHere calculates the occupational health ROI by analyzing the unit occupational health cost per service prior to CareHere implementing the health clinic, and then compares that cost to the actual CareHere Health Clinic unit cost for the same service. The service variance between the unit cost prior to CareHere and the unit cost with CareHere is then multiplied by the quantity of services filled onsite during a given time period. This balance is the net savings for that occupational health service. Please see Exhibit G: Sample Reports 8. How does your company define participation? An optimal participation rate is an appointment use percentage that allows patients to access the health center easily with little to no wait time, while anticipating a small amount of walk- ins to occur. CareHere encourages all appointments, even those last minute acute related ones, be scheduled online or through our 24/7 help line to maintain the benefit of little to no wait time for all members. However, we realize walls -ins can occur and work to accommodate those by managing the health center to anticipate a scheduled appointment use rate of 85 to 90 percent. The remaining 10 to 15 percent of appointment space is lei available for the anticipation of these last minute appointments. Key factors in achieving optimal participation include: 1. Ensuring employees' understanding of the services available, their awareness of health center hours of operation, and their trust that all medical information will remain private from their employer 2. Participation in HRA events and wellness protocols 3. Clear lines of communication between CareHere and the employer, as well as the employees to continue to improve the health center's offerings 4. Continuous review of clinic utilization and filled appointments by the DCS to allow the health center to be open for the appropriate hours per week. 11-11%,\/ Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAUMUAit B 9. How does your company define engagement? Developing an incentive program tied to CareHere's clinic and wellness offerings is a great way to increase employee engagement and create a culture of wellness. We have extensive experience in tracking and reporting incentive programs for our clients. We have discovered the best results when clients provide incentives to those who complete the following steps: • CareHere Health Risk Assessment • Follow-up to review results and, if applicable, determine areas of risk • Patient must complete a plan of care related to area of risk and follow-up in three to four months to review program completion with a provider. o If a patient is free of any risk factors, they have the option to work with a health coach or complete one of our online health maintenance programs. By completing these steps, the patient is encouraged to learn about their lab values and take steps in areas where they are outside of the normal range. By completing an educational program, they begin to make changes that will improve their lab values. Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B J [910,74 1 a IJ 1. Is your company HIPAA compliant, including applicable provisions of the Health Information Technology for Economic and Clinical Health Act (HITECH Act)? Yes, CareHere is HIPAA compliant, including applicable provisions of the Health Information Technology for Economic and Clinical Health Act (HITECH Act). In accordance with HIPAA, CareHere has adopted a policy with regard to general principles of confidentiality related to protected health information. Our policy applies to employees, providers, suppliers, contractors, vendors, housekeeping, and business associates having access to protected health information. Additionally, all employees, including part-time and per -diem, will sign a confidentiality agreement (per new hire paperwork process.) Moreover, we have adopted a policy with regard to the rights of patients to request confidential communications. Such requests must be in writing, using the Notice of Privacy Practice Acknowledgement Form. Patients are informed of our Privacy Acts when they register in our EMR again upon access to the CareHere health and wellness center. 2. Describe your system and safeguards for the assurance of personal health data security (including paper, processes, computer systems, computer network, and copiers). Through the CareHere patient portal, each patient (employee or dependent) will be assigned an access code. With that access code, the patient will register through the patient portal and will create a unique username and password, giving them access to their Personal Health Information (PHI). The patient portal will house all medical data including lab and test results. The CareHere EMR is linked to the patient portal, which allows the individual providing care (provider, nurse, health coach, etc.) with the means to manage the patient's data. All data is stored on guarded servers at an off-site location, which maintains confidentiality and protects privacy through a secured connection to the internet. Once the web browser has been closed, no PHI is available. CareHere is HIPAA Compliant. 3. Has your company's network security system ever been breached? If so, for each instance please explain in detail what happened, how you mitigated any damage, and what changes you made to prevent future breaches. No. CareHere's network security system has never been breached. 11-11%,\/ Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAUMUAit B NOW& I M M 0 Mell Respondent is requested to define the overall structure of the company to include the following: 1. Qualifications and experience of the contractor, including:\ i. Primary line of business; CareHere's model focuses on providing onsite/near-site clinics for employers. Our company is completely dedicated to this industry, and we've provided onsite/near-site clinics for over 12 years Organizational size; CareHere has over 1,000 employees nationwide that service over 300,000 patients in 208 onsite healthcare clinics throughout the country. iii. Structure and history of the organization; Ernie Clevenger and Ben Baker established CareHere, LLC in 2004 in Brentwood, Tennessee. The two shared the belief that companies, both public and private, could rethink the approach to providing and paying for their employees' healthcare. Through CareHere, they created the opportunity for companies to provide employees with convenient access to doctors and wellness initiatives in a personal setting. This has been shown to improve overall health and morale, thereby decreasing the companies' annual healthcare claims cost. With a healthier and more productive staff, businesses experience greater efficiency and decreased expenses. CareHere is an industry leader in providing exceptional onsite health centers and behavioral management programs to businesses and municipalities for over 12 years. Our patient centered approach to healthcare integrates a wide range of resources, such as onsite primary care to include acute and chronic care management, health risk assessments and biometrics screenings, prevention services, wellness and behavioral modification programs, occupational healthcare, wellness improvement tracking applications, and much more. Throughout our company's continued success and stable growth, CareHere's mission remains the same: We partner with employers to inspire their employees and families to achieve well- being and health through innovative, quality, cost-effective healthcare solutions delivered with enthusiasm and compassion. iv. Is your company owned by, partly owned by, held by private equity interests or hospital/physician group? If so, please describe in detail; Privately owned. CareHere is owned by President Ernie Clevenger and Chief Operational Officer Ben Baker. Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B v. Experience in the provision of the services requested in this RFP; With over 1,010 employees nationwide, we now service over 300,000+ lives throughout our 208+ onsite medical clinics in 26 different states. Over one million patient visits occurred throughout our clinics in 2015, as well as over 12 million lab measurements. We have gained substantial experience in implementing and managing onsite clinics for our client partners over the past 12 years, and are excited at the opportunity to continue our existing partnership with the City of Denton. vi. Percentage of the company's total business in the area of clinic operation and management; 100%. CareHere is solely dedicated to managing and operating onsite/near-site clinics vii. The location of the office that will service the City's account; and The DCS is located in Austin, Texas and is onsite at the Health Center usually monthly or more frequently. Additionally, the DCS can travel on demand as schedules permit for meetings with Providers, UHC and the City. viii. Name and experience of the person that will be assigned to the City's account; The Director of Client Services (DCS) for the City of Denton will be Betsy D'Acierno, Executive Director of Client Services for the State of Texas. Betsy has worked for CareHere since February 2007 and oversees clinic operations for all clients in Texas, with direct day to day responsibilities for City of Denton, Rockwall ISD, Taylor County, Montgomery County, Midland County and Ector County. Betsy brings more than 25 years combined health care and medical management experience to serve Texas clients. ix. Location of any health coaches or wellness resources available to clinic staff. CareHere is including a shared part-time Registered Dietician at no additional cost to the City that will be located onsite. CareHere can also provide face-to-face onsite health coaching within the clinic. The majority of CareHere health coaching is performed through telephonic and web -based resources. The onsite nurse also provides answers to health questions and facilitates the coordination of care for each patient. If the demand for onsite coaching is high enough within the City's clinic, CareHere can implement an onsite health coach. Staffing costs associated with the health coach would be passed through to the City. Additionally, patients will have access to an online health portal containing the following web -based and online self-help educational services, all accessible on a smartphone, which include, but are not limited to: 11-11%,\/ Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B . CareHere Wellness Website: This online tool (available on the computer and smartphone) offers health tips, incentives for participation in wellness programs, access to health coaches, and allows patients to communicate with other participants in a social network atmosphere. . Patient Portal, including lab results: This allows patients to view their HRA/biometric screening results to gain a better snapshot of their current health status. • Webinars: CareHere hosts several webinars throughout the year, and will notify employees of upcoming events . Medical Library: CareHere Wellness Website also comprises a vast online medical library for patients to browse based on their interest in topics or health concerns. 2. List all past and present contracts for the provision of onsite medical services for public and private entities, including: i. Name of entity ii. Name and contact information for the public entity employee that had oversight over the contract iii. Years that services were provided and iv. If contract has been terminated, the reason for termination. CareHere has extensive experience managing onsite/near-site clinics and currently manages 208 clinics for 165 clients in 26 states throughout the United States. Of the 208 clinics, CareHere currently manages 22 clinics throughout the state of Texas, and 186 clinics outside the state of Texas. With respect to the privacy of CareHere's clients and the magnitude of our clinic network, further details will be provided upon being selected as a finalist. 3. State the type of ownership, the name and location of the parent company and subsidiaries, if any. N/A 4. List the states, other than Texas, where services are in use. CareHere is currently operating in the following states: Alabama Maryland Pennsylvania Arizona Michigan South Carolina Colorado Missouri Tennessee Florida Mississippi Texas Georgia Montana Utah Iowa North Carolina Virginia Illinois Nevada West Virginia Indian Ohio Wisconsin Kentucky Oregon Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B 5. Qualifications (including relevant professional designations and descriptions) and experience of the personnel who will be directly assigned to carry out the services described in this RFP. Health Center Account Management - Operations The City of Denton will also have a team of experienced individuals from CareHere who will proactively implement and manage the onsite health center. The following individuals will assist with the management of the health center: The CareHere Director of Client Services (DCS) assigned to the City (Betsy D'Acierno) will be included in this process from day one. The DCS is responsible for managing the ongoing operations of the health center including responding to day-to-day problems, managing issues, coordinating and supervising staff, managing account resources, and providing reports and status updates. The DCS will be the main point of contact for all account related questions, and will have daily/ weekly/monthly touchpoints with the City (depending on the client's desired involvement). The DCS' role is to make our clients' interactions with CareHere streamlined and simple. CareHere has many departments and team members that work behind the scenes to provide the excellent services and components of each client's health center. The City may interact directly, at times, with the different departments but can also use the DCS as their single point of contact. Preferred Director of Client Services (DCS) Qualifications: • At least three years of experience with a healthcare related operation or system • At least three years of experience with clinic operations • At least three years of supervisory experience • At least three years of successful customer service experience Provider - A copy of the following items are required from ever provider: • Current state medical license • Dispensing license, if applicable • National Provider Identifier (NPI) documentation • Medical school diploma • Internship certificate • Residency certificate • ACLS Care or CPR certification card (if achieved) • Federal DEA certificate (confirm unrestricted prescription capability) • State control number to write prescriptions, if applicable. • Current CV • Three professional references from colleagues, including their name, phone number, email, and fax number (if applicable) Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B Skills and Qualifications • Two years of experience, preferably in a family medical practice setting • Strong clinical skills • Ability to communicate effectively with staff and patients using excellent written and verbal skills • Strong computer skills, as well as written and verbal communication skills • Friendly personality and ability to work well as a member of the health care team Medical Assistant (MA): • Three years of experience as an MA • Licensed in the State of TX (if licensure is required) • Friendly personality and ability to work well as a member of the health care team Registered Dietitian (RD): • Four- year college degree with completion of approved dietetic internship • Registered Dietitian through the Commission of Dietetic Registration (CDR) • Licensed in the state they practice (if licensure is required) • Responsible for keeping license and CDR registration up to date 6. How many other clients will this account team service in addition to the City? The DCS serves five additional accounts. 7. Describe your pre-employment/post-offer screening process for employees to include drug testing, criminal background checks, financial background checks, and confidentiality agreements. JeNelle Gouvas, CareHere's VP of Recruitment & Provider Relations, oversees recruitment and ensures that health center personnel acquire and maintain current qualifications. Ms. Gouvas and her team maintain and review provider and clinical staff qualifications, credentials, licenses, etc. on an ongoing basis and notify personnel of any requirements that need to be performed. The CareHere recruitment team has a 26 step due diligence process for all medical providers that are recruited to ensure that the highest quality personnel is staffed at the health and wellness center. The CareHere recruitment team also ensures all candidates are wellness and prevention and patient -focused, practice evidence -based medicine, and believe in the CareHere health center model. CareHere conducts thorough reference checking with at least three previous employers and extensive background checks including drug testing, criminal background checks, financial background checks, and confidentiality agreements to ensure the most qualified staff are presented to serve the City's employees and their families Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B 8. Provide information on any National, State, or local professional associations to which Mohr co mMa nM McMo n MR CareHere's internal controls are tested by external auditors as part of their procedures in testing the annual audited financial statements. Additionally, periodically, security testing is performed on the Company's network. An SSAE 16 engagement is planned upon completion of enhancements to our electronic medical record system. CareHere also utilizes MainNerve testing for system vulnerability and LBMC for annual auditing. 9. Describe any lawsuits, pending or resolved, that have been filed against your company related to the provision of the services requested in this RFP. There are no existing lawsuits that could potentially have a material adverse effect on CareHere's business. 10. Please provide your company's most recent public financial report. Please see Exhibit I: CareHere Audited Financial Statement. 11. What EMR system will your company use for our clinic? Does the EMR include Evidence Based Clinical Decision Support tools to provide diagnostic, prescription, and treatment guidance? CareHere's proprietary EMR system will implement Evidence Based Clinical Decision Support tools to provide diagnostic, prescription, and treatment guidance in 2017. The CareHere EMR will support EBM guidelines recommended by the Institute of Medicine (IOM). 12. Is your EMR system proprietary to your company or is it licensed from a third -party? CareHere's EMR and patient portal system is proprietary to our company. 11-11%,\/ Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAUMUAit B 13. What sets your company apart from other companies that provide similar services? Through patient -centered and provider -driven wellness care delivery, transparent pricing methodology and investments in technology and big data, CareHere offers a model like no other vendor in our industry. Differentiator 1: Patient -Centered Care Delivery and Provider -Driven Wellness The greatest differentiator in CareHere's approach to health and wellness clinic management is our focus on patient -centered healthcare, and the reliance on a trusted provider relationship to guide patients to wellness initiatives. There is an incredible opportunity to take the initial financial savings and primary care services of the health center a step further, to achieve optimal long term health savings and reduce future healthcare claims trends. With a trusted provider relationship as the driver, we will empower patients to make healthy behavioral changes and move toward a better health status. Resources available include specific wellness initiatives delivered through a collaboration of CareHere health coaches and the patient's provider. The CareHere's EMR system facilitates this collaboration by allowing all documented patient activity viewed by primary care health clinic staff, occupational health center staff, pharmacists, case managers, and health coaches. CareHere's unique level of collaboration between all those that touch a patient provides for optimal patient care coordination and outcomes. Further, CareHere providers, clinical staff, and health coaches are trained on the City's other benefit and community health resources to best coordinate a patient's overall care. CareHere will refer to and partner with the City's offered resources to help patients manage their health. It "takes a village" to manage a patient's overall health and the CareHere health clinic is equipped to serve as the primary care hub for the City and its members. Differentiator 2: Investment in Technology, Data Integration, Reporting & Analytics CareHere constantly invests in the technology to improve health center management and patient outcomes, including these resources in our model at no additional expense to the City. CareHere's model includes in-depth reporting, data analytics, and predictive modeling to all our client partners. Controlling health costs, measuring performance, and assessing risk all start with access to data, reporting and analytics. In addition to reporting all financial, clinical, and operational measures, CareHere's data integration and analytic solutions provide the employer with the advanced analytical tools to: •Identify potential high risk and high cost individuals early •Identify members who would most benefit from case management •Identify "gaps in care" for individuals with key risk factors -Forecast future plan and individual utilization and costs CareHere has the ability to integrate health and wellness clinic data, medical plan claims data, pharmacy plan data, wellness data and any other pertinent vendor data into our data warehouse for analysis. careG?,Pi. . Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B Along with the reporting and data analytics, also included in the CareHere model for all patients is our wellness tracking application. The wellness tracking application is available via the internet, iPhone and Droid and houses individual HRA/biometric data, allows patients to communicate with their health coaches, and can be customized with incentive programs and rewards to engage your members in making healthy lifestyle changes. Differentiator 3: Cost Transparency and Trust CareHere, exclusively dedicated to the health and wellness center industry as an independent health and wellness organization, has no ownership ties to medical service providers in any form. This allows CareHere to focus its operations on providing employers with services for the development and management of onsite medical care and wellness initiatives. We do not seek to provide health center and wellness management services in order to control or direct referrals, obtain margins on drugs or other clinical services, or to encourage maintaining coverage with a particular network. Our billing methodology accomplishes what employers and patients are demanding: a transparent payment system that delivers care without any perverse incentives. CareHere can continually evaluate utilization and cost data to make recommendations for the health clinic services that are in the best interest of the City, its employees and their families. 1M. M hat®MoMr comManMMhMMoMhC?LAMroach to emMbMee cMRLM :orMorate mission and vision)? Our Mission CareHere partners with employers to inspire their employees and families to achieve well- being and health through innovative, quality, cost-effective healthcare solutions delivered with enthusiasm and compassion. Our Vision CareHere will be the foremost pioneer of innovative healthcare solutions. Together, we will deliver superior health and financial outcomes by challenging traditional conventions of healthcare. Our Core Values CareHere operates our business based on the principle: "Do what is best for the patient. Do what is best for the client." Our core values of service, innovation, transparency, responsibility, and growth guide us in the quest to fulfill our purpose and mission with integrity. 11-11%,\/ Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B 15. Please provide any additional information that your company believes will be helpful to the City in evaluating your company's ability to provide the services requested in this RFP. CareHere is dedicated exclusively to the onsite industry. This approach allows CareHere to focus its operations on providing employers with services for the development and management of onsite medical care and wellness initiatives. We do not seek to provide clinic and wellness management services to control or direct referrals, obtain margins on drugs or other clinic services, or to encourage maintaining coverage with a particular network. Our most important consideration is what is best for the patient and client. In contrast to this ideal, studies have shown that hospital -owned physician organizations have led to higher total expenditures per patient annually through the use of hospital-based ambulatory services and greater hospital pricing. For more information on this research, please see Exhibit J: JAMA Network Research Article. Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAUMUAit B "WISM11 e PEmil The following section is not applicable to CareHere, as we are the current vendor for the City of Denton's Employee Health Clinic Operation. 1. Describe in detail your company's plan to transition the City's clinic from our current manaMement comManM. N/A. CareHere is the current vendor for the City of Denton's Employee Health Clinic Operation. 2. How many existing clinics have you transitioned to your company? How many were public entity clinics? N/A. CareHere is the current vendor for the City of Denton's Employee Health Clinic Operation. 3. Describe in detail your plan to retain the current clinic staff. N/A. CareHere is the current vendor for the City of Denton's Employee Health Clinic Operation. 4. Describe in detail your plan to obtain and transition medical records from the prior comManM. N/A. CareHere is the current vendor for the City of Denton's Employee Health Clinic Operation. 5. Describe in detail your plan and expected timeline to train staff on your EMR system and other corMorate Mo[RMMand MrocedMrea N/A. The current staff is trained on the CareHere EMR system and other necessary policies and procedures. Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B 0 ■ As indicated above, please include a detailed explanation of services offered, as they relate to the City's "Outline of Expected Services" in Exhibit 3, and your recommended approach to addressing the City's needs. Please provide reasonable estimates of the cost to the City on a monthly and/or annual basis. Please include any services offered that may be above and beyond the Outline of Expected Services indicated by the City. Confirmed, CareHere will offer the services to the City found in the "Outline of Expected Services" in Exhibit 3. All services outlined in this the RFP are included in the pricing sheet submitted by CareHere. Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B 1. Overall Cost Per Employee Per Month (PEPM)? $20 PEPM 2. Please confirm that the following costs are including in the above PEPM cost. If they are not included, please clearly state such and provide the additional cost to include: i. Administrative fees; Included Transition costs/fees; Included iii. Data transfer costs/fees; Included iv. Staff costs; Staffing is not included in the PEPM rate. CareHere projects a cost of $425,055 to staff the City of Denton's health clinic in 2017. The provided staffing cost assumes the existing staff will continue working in the City of Denton's Health Clinic. CareHere currently manages the City of Denton's Health Clinic. CareHere will use the existing staffing rates (plus an assumption of a 4% increase) of the current medical personnel in the clinic. The included staffing rates include benefits, and necessary medical oversight. Should CareHere need to recruit new/additional medical staff for the City of Denton's health clinic, CareHere will not exceed an hourly rate of $150 (including benefits) for a MD, $100 (including benefits) for a Mid -Level, $40 (including benefits) for an RN, and $25 (including benefits) for an MA. v. Medical supply costs; and Medical supply costs are not included in the PEPM rate. For medical supply costs, an average per -visit cost based on our book of business will be applied to the visit total in order to estimate a total cost for 2017. Using existing data from the City of Denton's health clinic operation CareHere was able to estimate an annual supply cost of $38,612 for 2017. Medical equipment costs are not included in the PEPM rate. All necessary medical equipment costs will be passed through to the City of Denton at a pass-through rate with no markup. It is CareHere's understanding that additional medical equipment will not be necessary. Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B Please see the following language surrounding payment terms taken from CareHere's sample contract: " 2.02 Monthly Fee. Monthly invoicing by CareHere will commence upon the targeted opening date agreed upon per Section 1.03 of this Agreement. No later than the 10th day of each calendar month immediately following the receipt of the CareHere invoice, the Employer shall pay to CareHere the amount of $20 per employee per month for arranging for the Medical Professional and the other services provided under this Agreement during the immediately preceding calendar month. 2.03 Ongoing Operational Expenses. In advance of the first day of each month, CareHere shall submit an amount equal to the sum of the estimate of that month's medical expenditures and an adjustment from prior months' actual expenditures for all expenses required to operate and maintain the Employer clinic in order to provide the Medical Services under this Agreement. These expenses may included, but are not limited to, Medical Professional and/ or Medical Assistant costs, reimbursement to Medical Professional for medical malpractice insurance, other required insurance, Medical Professional and Medical Assistant training expenses, approved medical staff travel expenses, required taxes (federal, state, local, or other), medical supplies, medications, laboratory expenses, office supplies, equipment and other items that may be required by CareHere or the Medical Professional to provide the Medical Services under this Agreement and any sales taxes (federal, state, local, or other) incurred by CareHere to purchase items necessary to provide the Medical Services under this Agreement. On an annual basis, CareHere and the Employer will negotiate appropriate Cost of Living Adjustments to be enacted for Medical Professionals. The Employer shall be responsible to pay CareHere such amount invoiced no later than the 15th day of the calendar month immediately following the receipt of the CareHere invoice. Past due amounts are subject to a finance charge of 1.5% per month." Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B 4. Provide detailed savings projections, including savings in the following areas: M MrIgnadcareMITleclIMMURITF11? Please see the following graphs presented to the City of Denton during CareHere's most recent annual review. In 2015 CareHere was able to show a $628,211 savings in regards to shifting primary care visits from the marketplace to the health center. Additionally, CareHere was able to show a $644,207 savings in regards shifting primary care visits from the marketplace to the health center in 2014. CareHere expects to exceed these numbers for 2016 and 2017 and looks forward to presenting the 2016 annual report to the City of Denton in 2017. Office Visit Services Cost Care1 City of E."t n Line 1 2 3 4 5 6 €m, of Denton CareHere Marketplace* Annualized Primary Care Costa:--- ---- ---- ---- ---- 834,653- Annua9ized Primary Care Off!- Visits: 6,113 Comparable Office Visit & Services Cost: 63.91. 136.54 €arehlere Appointments (1/1/15-12/3 1115): x 8,650 x 8,650 Total Cost: $ 552,838 $ 1,181,049 Savings through CareHere (1/1/15 - 12/31/15): $628,211 $3,490,090 IJ $1,299,999 - $1,009,099 $899,000 $609.4901 $409,090 J l t=sf tf 1 - $200,000 r Irl tt rl1 ifr SnC—Here ECity of Denton Vlarketpface" *12/3112015 Average Primary Care Office Visit & Services Cost from the Data Collection Form provided by Scott Payne on April 22, 2616. $834,653 primary care costs , 6,113 marketplace office visits = $136.54 per marketplace visit. Mice Visit & Services Cost Prepared for. City of Denton Texas - Report Period: 1/1/2014 through 12/31/2014 Prepared on: 1/27/2015 Prepared by: Morrow ne fl 2 3 4 5 6 Annualized Ynmary Care C -Is. Annualdzed Or, mary Care O ice Visits. nton 9'exas City of D;"a CareHere arketplace �� 974,113 6,68$ Comparable D#flee Visit & Services Cost. $ 70.041'$ 145.65 �C—Here Appoaniments h]S%fl4 =1231/14) x 8 S2Q. x 8,520 Total Cost _= t 2A0 945 Saw nes through CareHere (1/1/14 12/31/14) € ,,,,$644 $1,200,000 -' $1,090,000 -€ $8@0,009 t $609,009 $400,000 -€ 4 $269,004 i �4} , NJ"/P\" J\fit Sif tj}" i a>,}It t G,ll,i:,rF I C—Here al of Denton T—, Marketplace' '12/31/2014 Average Primary Care [Office Visit &Services Cost from the Data Collection Form Provided by Scott Payne on January 21, 2015. $974,113 primary care costs 6,688 marketplace office visits = $145.65 per marketplace visit. 11-11%,\ `'2CY1k Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAUMUAit B ii. Prescription drugs (from higher generic utilization, transparent step -therapy, and steerage) CareHere is open to strategizing with the City to discuss a pharmaceutical program that will bring additional savings to the City. No prescription savings have been realized at the City of Denton's Employee Health Clinic due to State Laws and Regulations surrounding medication dispensement. 5. Achievement of reasonable return on investment (ROI) and the applicable timeframe to achieve the ROI. Clients operating in a broad scope of industries can experience the health benefits and positive ROI results of CareHere's patient -centered healthcare model. Clients experience an initial ROI based on the cost off -set of patients utilizing the onsite health clinic rather than the standard fee-for-service physician visit, as well as pharmaceutical savings and employees spending less time away from work. During the first year of clinic operations, high risk patients are identified and diagnosed based on their chronic conditions by participating in an HRA. As more patients participate in wellness programs and move towards healthier lifestyles, the long term healthcare cost trend begins to decrease due to the avoidance of expensive claims associated with chronic diseases. CareHere has provided the City of Denton with an ROI annually. In the most recent annual review, CareHere was able to show the City of Denton the following results surrounding Return on Investment. From inception, every $1 invested in CareHere returned $3.97. Careflw r Cost: Tatal Nalurm: 13agzs Ft01: r 10- n'a3ar',� Calms Per Employee Per Year AnIMIMOMM a Pie-C—H— !iP C—H... lmp.. i1$,OCtl ................. .................. .................. .................. .................. .................. $16,6C+7.— From incepilon, eery $� I� seed I reHere returned $3.97. £1S fdiT Teed 19% 512,6Lj5 �.� 1�3� tai ftr� 0 ' 2001 2NM 2069 2010, 2011 2612 7013 201E 2015 Careflw r Cost: Tatal Nalurm: 13agzs Ft01: r 10- n'a3ar',� Brentwood, TN 1 615.221.5901 1 carehere.com rv� AnIMIMOMM From incepilon, eery $� I� seed I reHere returned $3.97. Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B 6. Number of years the baseline fees are guaranteed. CareHere's administrative fee (PEPM) is guaranteed throughout the length of the contract in it's entirety. 7. Describe the process for adding additional future clinic/medical staff hours. ,r®,••®�®•r,®,•rsx4fflir ,®®a -• .fir E� -,®- Er clinic/medical staff hours. CareHere monitors health center utilization on a daily, weekly, and monthly basis. Depending on health center filled visit percentages, the DCS will recommend increasing or decreasing hours of operation. CareHere manages the clinic to anticipate a scheduled appointment use rate of 85 to 90 percent. The remaining 10 to 15 percent of appointment space is lei available for the anticipation of walk-in appointments. Should the clinic's utilization exceed 90 percent for an extended period of time, the DCS will recommend adding additional provider hours. CareHere will not add additional provider hours until granted permission from the City of Denton. There are no additional administrative costs to the City associated with an increase in clinic/ medical staff hours. The PEPM rate will not change throughout the duration of the contract. 8. Please provide a detailed listing of all services included within your Administrative Mee. Onsite/Near-Site Medical Services • CareHere will provide the highest quality primary care and minor emergency medical services for non -occupational illnesses and injuries, Monday through Friday to members age 24 months and older. The exact hours of operation will be determined after the contract is awarded; • Provide appropriate medical professionals to staff the clinic during the prescribed hours. • Provide sufficient "relief" medical professionals to staff the clinic in cases of illness, vacation, training, or to temporarily fill-in when vacancies occur; • Provide inoculations and immunizations including, but not limited to, flu and tetanus shots as desired or promoted by the City; • Conduct pre-employment physicals as requested; • Plan, develop and support wellness initiatives in conjunction with the City's wellness program, including but not limited to: • Health screenings such as blood pressure checks, HDL/LDL cholesterol, blood glucose, total BMI and other screenings as requested during the year • Provide employee follow-up and education • Chronic disease management, monitoring, and employee education • Coordination with the City's wellness program to support wellness related activities • Assist the City in developing wellness initiatives that have a direct impact on potentially reducing identified health risks in the City • Provide support for the City's Healthy Incentives Program • Provide education, support and assistance to patients in the form of live/ telephonic/online health coaching, nutritionists, etc.f7YY/tt'i/ Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B If services are expanded in the future, serve as a collection site for pre-employment, random, reasonable suspicion, post -accident and follow-up drug testing in accordance with DOT and the City's testing requirements and procedures: • Provide for proper chain of custody and all necessary forms • Provide for collection supplies • Provide for or make arrangements for transportation of specimens to laboratories Maintain the current clinic model of each patient having a full 20 minute appointment with the medical provider (i.e., in an hour time period only 3 appointments are available per provider) Wellness Services • Health Risk Assessment • Pre -Diabetes Management • Tobacco Cessation • Lipid Management • Nutritional Counseling • Mental Health Management • Addiction Intervention • Physician/Nurse "Reach Out" Program Technology and Health Services • Electronic Medical Records • Data Analytics • ROI Analysis • Tracking Programs • Trend Analysis • Survey Results • 24/7 Support Line • Smartphone Application • Physician Health Seminars • Wellness Classes • Cardiovascular Risk Reduction • Weight Management • Exercise Adherence • Stress Management • Hypertension Management • CareHere's Wellness Website • Population Health Management • 1-800 Bilingual Customer Support • Reporting • Risk Predictions • Online Scheduling System • Self -Care Education Tools • Clinic Inventory • Clinic Best Practices • Population Promotions/Incentives • Online Medical Management 9. If the cost of medical malpractice insurance is not included in your administrative fee or the PEPM fee, please outline the expected costs for this coverage. CareHere charges 65 cents per visit for medical malpractice. CareHere used good faith to estimate that the cost of medical malpractice insurance for the City of Denton will be approximately $5,265 in 2017. 10. Please provide a listing of the top 25 supplies your clinic will stock and the price the City will payfor each of these supplies (if they are not included within the PEPM price listed above). Please see Exhibit K: Example Supply List with Pricing (25 supplies only) careG?,Pi. . Brentwood, TN 1 615.221.5901 1 carehere.com 000uSignEnvelope ID: 1o5470Ee~^ nE4Eno~^4o1-62oAeao144nF C onwAUMUwmno 11. Please provide the costs for the following services (if these are not included within the PEPM price listed above): i Cholesterol Test (Lipid Panel - HDL/LDiTbtal Cholestero[TriQlycericles) ii Blood Sugar Test (Fasting and Non'FastinQ) $2.80/test iii. Strep Test (Rapid and Regular) $L34/teat M Mfffl TeMt $13.55/tuat M MIM Mhot $11.50/dose �� Tet nMMMhot $30.77/doac vii Hepatitis Vaccinations Hep A: $45.40/doac Hep B: $25.10/doac viii. Required Immunizations Required Immunizations will be billed at a pass-through rate with no mark up. ix PreQnancyTest (Blood) $8]0 x. Lab Draw Fees Included in the PEPM xi Lab Processing Fees Included in the PEPM xii EKG Included inthe PEPM DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAUMUAit B 12. Our current HRA blood draw includes all the tests identified in Attachment A. What is your expected cost to duplicate this HRA blood test with your current lab provider? The cost of the CareHere HRA/biometric screening will remain the same. This cost is included in the PEPM administrative fee. 13. Outline the costs associated with the following occupational health exams: i. Post offer physicals Included in additional $3.00 PEPM for Worker's Compensation and Occupational Services NIMINEIRM Included in additional $3.00 PEPM for Worker's Compensation and Occupational Services. iii. Pre -Employment, Random, Reasonable Suspicion, and Post Accident drug test ??ecMmen co??ectMon Included in additional $3.00 PEPM for Worker's Compensation and Occupational Services 1 M. M MMMoratod co? ? Me ren throMMh the medR:aM Mn or aM a Ma?? throMMh to the City? The City will be billed at a pass-through rate with no mark up for all lab services utilized within their health clinic. Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B 15. Please provide the cost of an onsite x-ray machine and the applicable leasing arrangements that can be offered to the City. CareHere does not recommend including an x-ray machine in the health clinic but has included the pricing below for the City's reference. If the City wishes to include an x-ray machine in the clinic CareHere must staff a full-time Radiology Technician to operate the machinery. Additional set-up fees maybe necessary as additional equipment and supplies will be necessary depending on the space procured by the City of Denton. Cost of X -Ray machine: $100,000 (approximately and depending on type of machine desired) Cost of installation: $50,000 Cost of supplies (film): $9/film Cost of Licensure, Physics Surveys, Radiation Dosing Badges/Dosing Monitoring Service - $2,500 annually CareHere also has the ability to purchase and set up a portable X -Ray machine, if the City prefers: • Cost of Portable X -Ray Unit: $16,887.00 • Cost of X -Ray Processing Set -Up: $27,500.00 TOTAL: $44,387.00 Cost of full-time Radiology Technician: $50,000 annually Cost of Texas Radiologist Overreads - $30 per xray 16. Address your willingness to enter into a performance guarantee and how the performance criteria and penalties might be structured. CareHere is willing to establish performance guarantees with the City of Denton. During the contract negotiation phase, both parties will establish baselines and metrics for the performance guarantees. Examples of performance criteria that are measured upon are: -Patient Satisfaction -Patient Utilization -Reporting -Budget Adherence -HRA Engagement -Wellness Engagement CareHere places 10% of the PEPM management fee at risk for the performance guarantee. At the end of year, CareHere will review the performance guarantee and determine any reimbursement due to the City. Please see Exhibit L: Sample Performance Guarantee. 17. Please provide a sample contract for your services. Please see Exhibit M: CareHere Sample Employer Agreement. Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B 1. Does our firm agree that no commissions, service fees or other forms of compensation of any type shall be paid to any party without first being fully disclosed to the City? Confirmed. 2. Please confirm that no termination of contracts for clinic services have occurred due to non-performance, poor performance or other misfeasance in the last ten (10) years. If so, please explain: Confirmed. 3. Please provide a statement that there is no and will be no conflict of interest in your providing Onsite Medical Clinic Operations and Management Services to the City of Menton. Confirmed. There is no and will be no conflict of interest in CareHere providing Onsite Medical Clinic Operations and Management Services to the City of Denton. 4. Please confirm that there is no relationship of consanguinity between the principals of your firm and any City Council Member or City official or employee that would result Mn the memMer or em??oMee ha??nM an MnteeMt M a MMMIR contract or otherwIffle ? . Ilte IIIIIIIIII - ® -®- ®®• ®®®®® • �® ®® Confirmed. There are no relationship of consanguinity between the principals of your firm and any City Council Member of City official or employee that would result in that member of employee having an interest in a public contract or otherwise violate the states ethics or public contracting laws. Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B 5. Please provide a statement describing your firm's equal employment opportunity Mo M.? CareHere recognizes the importance of a diverse organization in meeting today's business challenges. We believe that ideas, talents, and resources from a diverse set of individuals are necessary to address the problems and issues that confront us today and that will continue to challenge us in the future. CareHere's employee base and leadership team reflect the belief in allowing individuals from all backgrounds the opportunity to join us and contribute to our mission to provide innovative healthcare solutions to employers across the country. It is and shall continue to be the policy of CareHere that all applicants and employees are entitled to equal employment opportunity regardless of race, color, religion or creed, sex, national origin, age, sexual orientation, disability (in the case of qualified individuals with a disability), veteran status, or other factors identified by applicable local, state or federal law. In compliance with the provisions of all applicable state and federal civil rights laws, every effort will be made to employ the most qualified individuals without regard to the above factors. Additionally, it is and shall continue to be CareHere's policy to provide promotion and advancement opportunities in adherence with this policy. Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: lC5470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B City of Denton RFP for Employee Health Clinic Operation and Management Services ATTACHMENT B -SUBMISSION EXCEPTIONS/CLARIFICATIONS Any exceptions or clarifications 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 or clarifications, please sign where indicated at the bottom of the page. Item # Description COOPERATIVE PURCHASING / PIGGYBACK OPTION "The contract resulting from this solicitation will be available for use by all governmental entities, providing there is no conflict with any applicable statutes, rules, policies, or procedures. The governmental entities will have the option to use the pricing as agreed to within the resulting contract. Governmental entities will issue their internal purchase orders directly to the contractor(s), however, shall reference and cite the City of Denton contract number (Solicitation number) within the purchase order document. After award, the contractor agrees to pay a service fee in the amount of 2% of the dollar amount of all issued purchase orders generated from use of this contract. The contractor further agrees to remit the service fee by check on a quarterly basis for the previous quarter spent through this contract, to Julia Klinck, Purchasing Coordinator at 901B Texas Street, Denton, TX 76209, on or by the Fifteen day of each month, following the end of the quarter. The Contractor shall also provided quarterly sales reports from the contract awards and Purchase Orders issued from the Contract, for the purpose of billing and collecting the service fee, and for compiling required purchasing history. This report shall be sent to purchasingLdeityofdenton.com on or by the tenth day of each month. The Contractor further agrees that the City of Denton shall have the right, upon reasonable written notice, to review the Contractor's records pertaining to purchases under this awarded contract to verify the accuracy of service fees charged to the Contractor." Due to the longevity of CareHere's relationship with the City of Denton and the reduction in PEPM fee we provide due to this relationship, CareHere respectfully requests the removal or modification of sections that accounts for the above concerns. The above exceptions and clarifications (and any additional pages identified) are the ONLY exceptions/clarifications 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 CareHere, LLC. Sent. 21.2016 Company Date No Exceptions are taken to this solicitation or the General Provisions and Terms and Conditions in Exhibit 2. Signature Company Date Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: lC5470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B City of Denton RFP for Employee Health Clinic Operation and Management Services ATTACHMENT D -REFERENCES Please provide a list of at least three (3) references, other than the City of Denton, where like services or their firm has performed similar projects. In addition, please include all municipalities or other public entities (and number of employees) served by your firm. The City is especially interested in references from clients that had existing clinic programs in place that your company successfully took over. REFERENCE ONE GOVERNMENT/COMPANY NAME: ECTOR COUNTY LOCATION: Odessa, TX CONTACT PERSON AND TITLE: Pat Patton, Director of Human Resources TELEPHONE NUMBER: (432) 498-4025 (w) SCOPE OF WORK: CareHere Wellness Center CONTRACT PERIOD: Opened August 2008 REFERENCE TWO GOVERNMENT/COMPANY NAME: CITY OF GALVESTON LOCATION: CONTACT PERSON AND TITLE: Kent Etienne, Director of Human Resources TELEPHONE NUMBER: (409) 797-3655 (w) SCOPE OF WORK: CareHere Clinic CONTRACT PERIOD: Onened Aueust 2007 REFERENCE THREE GOVERNMENT/COMPANY NAME: MIDLAND COUNTY LOCATION: Midland, TX CONTACT PERSON AND TITLE: Mitzi Baker. Midland Countv Treasurer TELEPHONE NUMBER: (432) 688-4885 (w) SCOPE OF WORK: CareHere Clinic CONTRACT PERIOD: Opened February 2009 RFP 6198 - Main Document Page 24 of 26 Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: lC5470EB-A16E-4E6D-A401-62DAB8C1446F C o nFAHWU A i t B City of Denton RFP for Employee Health Clinic Operation and Management Services ATTACHMENT E -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. J-1 Name of vendor who has a business relationship with local governmental entity. Carel lure, LLC Check this bex if you are filin M an update to - Previously filed q-clii ... ire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority riot later than the Ins business day after the date on which Vora became aware that the orivinvilly filed gucinionooiro was hicompich: Or blaccUrIle,) 3 Name of local government officer about whom the information in this section is being disclosed. Scott Pane Narne of Officer This section, (item 3 including subparts A, R, 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 -to, Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this suction receiving or likely to receive taxable income, other than investment income, from the vendor? Yes [;� No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction ofthe local government officer named in this section AND the taxable ineorne is not received from the local governmental entity? EJ Yes FA No C. Is the filer ofthis 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? Yes No D. Describe each employment or business and farnily relationship with the local government officer ruined in this section. N/A 4jI have no Conflict of Interest to disclose. 51 Signature od'vendor doing busby ss with the governmental entity Date care&ew/ Brentwood, TN 1 615.221.5901 1 carehere.com DocuSign Envelope ID: lC5470EB-A16E-4E6D-A401-62DAB8C1446F C o nFAHWU A i t B City of Denton RFP for Employee Health Clinic Operation and Management Services The undersigned agrees this submission becomes the property of the City of Denton after the official opening The undersigned affirms fie has familiarized himself with the specification, drawings, exhibits and other documents; the local conditions under which the work is to be performed; satisfied himself of the conditions of delivery, handling and storage of materials and equipment; and all other matters that will be required for the work before submitting a response. The undersigned agrees, if this submission is accepted, to furnish any and all items/services upon which prices are offered, at the price(s) and upon the terms and conditions contained in the specification. The period for acceptance of this submission will be 120 calendar days unless a different period is noted. The undersigned affirms that they are duly authorized to execute this contract, that this submission has not been prepared in collusion with any other respondent, nor any employee of the City of' Denton, and that the contents of this submission have not been communicated to any other respondent or to any employee of the City of Denton prior to the acceptance of this submission. Respondent hereby assigns to the City any and all claims for overcharges associated with this contract which arise under the antitrust laws of the United States, 15 USCA Section I etseq., and which arise under the antitrust laws of the State of Texas, Tex. Bus. & Com. Code, Section 15.0 1, et Seat. The undersigned affirms that they have read and do understand the specifications, all exhibits and attachments contained in this solicitation package. The undersigned agrees that the solicitation package posted on the website are the official specifications and shall not alter the electronic copy of the specifications and/or pricing sheet (Exhibit 1), without clearly identifying changes. The undersigned understands they will be responsible for monitoring the City of Denton Purchasing Website at: lrtfp://www.cilyoi'dear€on.cont?index.aspx?pa eX397 to ensure they have downloaded and signed all addendum(s) required for submission with their response. I certify that I have made no willful misrepresentations in this submission, nor have I withheld information in my statements and answers to questions. I am aware that the information given by me in this submission will be investigated, with my full permission, and that any misrepresentations or omissions may cause my submission to be rejected. Acknowledge receipt of following addenda to the solicitation: Addendum No I Dated &Minber 81. 2016 Addendum No 2 Dated Seritember 19111.2016 Addendum No 3 Dated N/A NAME AND ADDRESS OF COMPANY: Carellere, LLC 51.41 Virginia Way, �Suite 350 Brentwood 'CN 37027 Tel. No. 615.221.5901 Email. sales @Dcarehere.com Brentwood, TN 1 615.221.5901 1 carehere.com Received September 8111, 2016 Received September 191", 2015 Received —N/A - — ------------ LIMIIIIIIINVA Signature Date September 21, 2016 Name Bernie Livers Title VP of Sales and Mark tin a Fax No. 615.467,8893 DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F ConFAHWUAit B November 23, 2016 Best & Final Offer — RFP 6198 — Employee Health Clinic Operation & Management Services To: City of Denton It is an honor and privilege to have served the City of Denton over the past 5 years. We have included our Best and Final Offer (BAFO) proposal alongside this cover letter, and we are excited about the opportunity to continue this partnership for many more years. CareHere is confident in our ability to provide excellent cost effective health care to the employees and families of the City while saving money for both the City and their employees. Since the clinic's inception in December of 2011, CareHere has provided the City with over $6 million dollars in savings and has maintained or decreased the risk factors of 71% of the HRA participants. In the BAFO proposal CareHere has decreased the current PEPM Management Fee from $21.50 PEPM to $20 PEPM ($27,000 per year savings). CareHere has also included the Disease Management/Wellness Program (Propel) for all employees of the City of Denton at no cost to the City. CareHere has waived the $6,500 setup fee and the $3 PEPM Wellness Program fee for an annual savings of $54,000. Additionally, CareHere has included a Registered Dietician to be staffed at the Health Clinic for 16 hours a week. The Registered Dietician will be available more hours if the City of Arlington also selects CareHere as its clinic vendor. The cost of the Registered Dietician will be paid by CareHere and will save the City of Denton over $33,000 annually on staffing alone. Concluding, the total savings, additional program enhancements and wellness staffing valued at $120,500 will be added in year 1 of the new contract period. The City of Denton is a valued partner of CareHere and we are excited to continue managing the City's Employee Health Clinic Operation for many more years. Kind Regards, Bernie Livers Vice President Sales and Marketing CareHere, LLC Mobile: (615) 495-5299 Work: (615) 767-5511 Email: bhvers(i�CareHere.com Web: www.CareHere.com DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F EXHIBIT 3 Exhibit C Scope of Work SECTION I General Information and Instructions The City of Denton (City) is seeking qualified vendors to provide Clinic Operation and Management Services at its existing near -site Employee Health Center (Clinic), for the City's employees, retirees, and dependents that are enrolled in the City's self-funded health plans. The Clinic provides all medical services typically associated with a family -practice doctor's office. These medical services include, but are not limited to: primary care, minor emergency care, health risk assessments, call support, immunizations and injections, prescriptions, wellness education, disease management, and primary case management for all members 24 months of age and older. The City currently pays a monthly management fee to existing clinic Management Company on Per Employee per Month (PEPM) based on the number of employees enrolled in the City's self- funded health plan. All other operational costs for the clinic, including but not limited to, lab services, medical supplies, medical equipment, office equipment, office supplies, furniture, and staff salaries are passed through to the City, at straight cost, with no additional fees or markup added to them. The Health Risk Assessments (HRA) conducted at the clinic are a critical component of the City's overall wellness program. The HRA consists of a comprehensive blood draw at the Clinic and follow-up with a Clinic provider. Additional services may eventually include new hire physicals, initial workers' compensation triage, workers' compensation return -to -work, and pre-employment/random/post- accident/reasonable suspicion drug specimen collection. Contract 9 6198 DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F EXHIBIT 3 SECTION II BACKGROUND AND PHILOSOPHY BACKGROUND The City of Denton (City) is requesting your proposal to provide Clinic Operations and Management Services for the employees, retirees, and dependents enrolled in the City's self- funded dual option medical plan. The City offers medical benefits to all full-time employees (employees working 30 or more hours) and their eligible dependents. Additionally, the City extends medical benefits to our retirees, and their eligible dependents, if the retiree elects to maintain coverage at the time of separation. The City has operated the Clinic since December of 2011, through a third -party operations and management company. The City is conducting this Request for Proposal (RFP) process because our current contract with that company expires December 31, 2016. The Clinic is located in the professional building at Denton Regional Medical Center, 3537 S. I35E, Denton, Texas 76210. The Clinic has 2,832 square feet, with four exam rooms, two laboratory areas, two provider offices, a conference room, waiting area, and front desk area. The Clinic is staffed by a part-time Physician, a full-time Nurse Practitioner, a part-time Nurse Practitioner, and three Medical Assistants. The medical staff performs lab draws in-house, but the majority of tests are run at an outside laboratory (currently LabCorp). The City of Denton has an estimated population of 131,000 residents and was incorporated in 1866. Denton is located approximately 40 miles north of Dallas and Fort Worth. It sits at the apex of a triangle that encompasses the Dallas -Fort Worth metropolitan area. Although it benefits from the overall growth and expansion of the largest Consolidated Metropolitan Statistical Area in the state, Denton and its economy stand proudly independent. In general, Denton is a full-service city that provides law enforcement, fire safety, paramedics/rescue, refuse collection, sanitary landfill, electric distribution and transmission, water, wastewater, storm sewer, animal control, parks/recreation, library and airport services. Two major universities—University of North Texas and Texas Woman's University—along with a fully accredited public school system, allow local citizens every educational advantage possible and a rich blend of cultures. The City of Denton has a work force of approximately 1,500 employees. The City has had an effective safety and risk management program since 1970, an active Wellness Program since 1990, an insured employee assistance program (EAP) since 1998, and became self-funded for the employee health plan in 2008. Additionally, the City has an Employee Insurance Committee (EIC) representing all departments, providing education and feedback as well as recommendations to City Management and City Council. The City has an active Wellness Committee and has developed a wellness incentive program that began in 2011. The City's health plan enrollment is: Contract 9 6198 DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F EXHIBIT 3 1,338 employees 3,501 total lives (including 56 retirees + 27 dependents of retirees) Each year the Clinic has increased both the number of available appointments and the number of filled appointments. In 2014, there were 7,640 available appointments with a 92% utilization rate. In 2015, there were 7,870 available appointments with a 90% utilization rate. For 2016 we expect to top 8,000 available appointments with an 85% utilization rate. The City's benefit plan year is January 1 through December 31. PHILOSOPHY The City wants to provide high quality, cost effective medical care with a focus on wellness and prevention to our eligible employees, retirees, and dependents ("members") that participate in the City's self-funded health plan. We want to help our members establish a "medical home" at our clinic and help them develop a personal relationship with our medical team. We want to provide our members with free access to primary care medical services so that cost is never a barrier to seeking medical care. We want to link the wellness programs and resources available through the City and our health plan third -party administrator (TPA) to the point where our members access care. We seek a caring and committed partner to help the City engage our members in a manner that will motivate them to take an active role and have personal accountability for their overall health and wellbeing. We seek to be a change agent for our members by helping to improve their overall quality of life. We understand that in accomplishing these things, the City will realize savings on our health plan costs in the long term. We seek a partner that has experience in managing clinical operations for employers; has experience taking over an existing clinic (if applicable) and continuing effective operations; has a robust and easy to access wellness platform; and, has an integrated Electronic Medical Records (EMR) system with electronic prescribing features. CURRENT STAFFING MODEL The City currently staffs our existing clinic with a part-time Physician (D.O./M.D.), a full-time Nurse Practitioner, a part-time Nurse Practioner, and three (3) Medical Assistants. It is the City's preference to retain the existing staff to ensure continuity of care. Contract 9 6198 DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F EXHIBIT 3 SECTION III City Provided Goods and Services City shall provide the following goods and services to the awarded contractor: 1. Clinic location Denton Regional Medical Center Professional Building, 3537 S.I35, Suite 317, Denton, TX, 76210 — See Supplement F for a floor plan and layout of the existing clinic space 2. All necessary medical equipment and furniture 3. Reasonable and necessary medical supplies 4. All needed phones, computers, printers, fax, and peripherals 5. Fully furnished waiting area, office and conference room furniture 6. Reasonable and necessary office supplies 7. Phone, cable, and internet services through Charter Communications Contract 9 6198 DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F EXHIBIT 3 SECTION IV Proposal Guidelines for Onsite/Near-Site Medical Clinic Operations and Management Services The following good and services shall be supplied by the awarded contractor: Outline of Expected Services L Onsite/Near-Site Medical Services A. Provide the highest quality primary care and minor emergency medical services for non -occupational illnesses and injuries for a nine (9) consecutive hour time period, Monday through Friday (observing all City holidays) to members age 24 months and older. The exact hours of operation will be determined after the contract is awarded; B. Provide appropriate medical professionals to staff the clinic during the prescribed hours. The City's preference is to maintain the existing structure and the existing employees. However, the City is willing to entertain other staffing models to deliver the requested medical services; C. Provide sufficient "relief' medical professionals to staff the clinic in cases of illness, vacation, training, or to temporarily fill-in when vacancies occur; D. Provide inoculations and immunizations including, but not limited to, flu and tetanus shots as desired or promoted by the City; E. Conduct pre-employment physicals as requested; F. Plan, develop and support wellness initiatives in conjunction with the City's wellness program, including but not limited to: 1. Health screenings such as blood pressure checks, HDL/LDL cholesterol, blood glucose, total BMI and other screenings as requested during the year 2. Provide employee follow-up and education 3. Chronic disease management, monitoring, and employee education 4. Coordination with the City's wellness program to support wellness related activities 5. Assist the City in developing wellness initiatives that have a direct impact on potentially reducing identified health risks in the City 6. Provide support for the City's Healthy Incentives Program (see Attachment) 7. Provide education, support and assistance to patients in the form of live/telephonic/online health coaching, nutritionists, etc. G. If services are expanded in the future, serve as a collection site for pre-employment, random, reasonable suspicion, post -accident and follow-up drug testing in accordance with DOT and the City's testing requirements and procedures: 1. Provide for proper chain of custody and all necessary forms 2. Provide for collection supplies 3. Provide for or make arrangements for transportation of specimens to laboratories H. If services are expanded in the future, provide triage of workers' compensation Contract 9 6198 DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F EXHIBIT 3 injuries as well as: 1. Job specific return -to -work evaluations 2. Job specific pre-employment and fit -for -duty physicals L Maintain the current clinic model of each patient having a full 20 minute appointment with the medical provider (i.e., in an hour time period only 3 appointments are available per provider) IL Clinical Management A. During the clinic transition phase, provide assistance and expertise to ensure a successful and efficient transfer that allows operations to continue; B. Provide resources and expertise to ensure optimal and positive positioning of the clinic throughout the term of any contract, through employee communication and promotion; C. Provide staffing of medical, technical, and support staff that demonstrate strong interpersonal skills, exceptional service delivery philosophy and passion for the holistic treatment, care, wellness, and recovery of patients; D. Provide supply and inventory management; E. Provide medical administration of patient care including patient management and patient referral management; F. Maintain patient records in a secured environment, in electronic medical record (EMR) format, in compliance with HIPAA regulations. EMR should have electronic prescribing capabilities; G. Provide for the active management of the City's employee health by deploying target wellness and chronic disease management initiatives; H. Maintain open dialogue with the City's health and workers' compensation third - party administrators (if applicable), and with City staff responsible for those functions, to balance both recovery and City return -to -work programs; L Assist with and actively engage in cost savings management initiatives; J. Provide regular scheduled reports to the City (as outlined in Section IV- Reporting) that sufficiently describe the program impact, cost impact, employee satisfaction, and other performance parameters as agreed upon with the City; K. Maintain communications with City staff regarding patient status within HIPAA, FMLA, and ADA guidelines; L. Maintain ongoing communication with City staff regarding program opportunities and enhancements. This includes regular face-to-face meetings with City staff as well as attendance at various meetings such as the Employee Benefits and Wellness Fair and other health fairs, and meetings with other City staff including management, the City's Employee Insurance Committee, and the City's Wellness Committee, as needed. III. Medical personnel minimum requirements A. All medical personnel (physicians, physician assistants, nurse practitioners, nurses, and medical assistants) shall be properly licensed, credentialed, and authorized to practice/work in Texas. B. The selected vendor shall consult with the City on all replacements, additions, or changes in clinic personnel. As the party ultimately responsible for the expense of Contract 9 6198 DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F EXHIBIT 3 the medical personnel, the City shall have the final say on all clinic personnel. IV. Technology A. Provide for a "paperless" medical office by having state of the art electronic medical records software and hardware; B. Provide state of the art technology to support scheduling requirements for patients and online check-in; C. Ability to send multiple appointment reminders via email, phone, and/or text; D. Provide online access to patient status updates and test results; E. Capture relevant procedure code data to enable the City to perform comparisons between the services rendered in the clinic with the cost of performing those services outside of the clinic setting; F. Provide the capability to interface the health TPA's computer system: 1. Ability to file "zero dollar" claims with the City's health TPA 2. Ability to capture a reasonable "fee schedule" for those claims G. Provide an application solution for iOS, Android, and other smartphones; H. Provide a web -based consumer education portal; L Ability to export clinical/lab data to medical carriers; J. Information Technology support services for clinic operations. V. Reporting A. Provide City specific management reports on a weekly/monthly basis to include but not be limited to: 1. Clinic census data (patients seen/day; duration of visit, etc.) 2. Number of available appointments, number of filled appointments, and utilization percentage on a weekly basis 3. No show report by provider and lab draws 4. Number of lab procedures 5. Financial performance data 6. Employee satisfaction data 7. Referral data 8. Cost savings data 9. Wellness initiatives and efforts 10. Wait time data 11. Aggregate reports summarizing the types of disease states, conditions, illnesses, and injuries of patients accessing the clinic 12. Monthly reports of those employees who have had the HRA blood work performed and completed the required follow-up visit with the provider B. Provide the appropriate medical records in the appropriate format to the City's health third -party administrator in order to allow the data to be integrated with the third -party administrator's disease management and wellness programs. Contract 9 6198 DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F EXHIBIT 3 Fxhihit it 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. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be Contract 9 6198 DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F 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 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. 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 Contract 9 6198 DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F EXHIBIT 3 any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ("IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it's Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor's obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department's Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor's name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor's registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor's invoice. C. Invoices for labor shall include a copy of all time -sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work -hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City's receipt of the deliverables or of the invoice being received Contract 9 6198 DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F EXHIBIT 3 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 damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. Contract 9 6198 DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F EXHIBIT 3 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close -Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the 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 bore by the City unless the audit reveals an overpayment of I% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be bore 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 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 Contract 9 6198 DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F EXHIBIT 3 Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY -PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY — TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY — DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and Contract 9 6198 DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F EXHIBIT 3 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 bore 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 bore by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City's rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor Contract 9 6198 DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F EXHIBIT 3 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 ninety (90) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ninety (90) 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. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon ninety (90) 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 Contract 9 6198 DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F EXHIBIT 3 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. 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 Contract 9 6198 DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F EXHIBIT 3 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 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. Contract 9 6198 DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F EXHIBIT 3 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 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 Contract 9 6198 DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F EXHIBIT 3 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 Goverment Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor's breach of any of Contractor's representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co -counsel on the City's behalf. Further, Contractor agrees that the City's specifications regarding the deliverables shall in no way diminish Contractor's warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City's and/or its licensors' confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, "Confidential Information"). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 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, Contract 9 6198 DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F EXHIBIT 3 title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made -for -hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that 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 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. Contract 9 6198 DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F EXHIBIT 3 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT -DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No 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. Contract 9 6198 DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F EXHIBIT 3 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. Contract 9 6198 DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F EXHIBIT 3 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year's Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year's Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON -SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub -awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non -Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT -SUPPLIES (Applicable to certain federally funded Contract 9 6198 DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F EXHIBIT 3 requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph — i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means - (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis -Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD -2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent Contract 9 6198 DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F EXHIBIT 3 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, goverment -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 goverment -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-perfolmance 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 Contract 9 6198 DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F EXHIBIT 3 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 Contract 9 6198 DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F EXHIBIT 3 Exhibit F 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 anytime; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: ■ Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. ■ That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. ■ Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. 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. Contract 9 6198 DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F EXHIBIT 3 • Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted. [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. Contract 9 6198 DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F EXHIBIT 3 [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned hired and non -owned autos. [X] Workers' Compensation Insurance Contractor shall purchase and maintain Workers' Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers' Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be 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. [X] Professional Liability Insurance Professional liability insurance with limits not respect to negligent acts, errors or omissions required under this Agreement. Contract 9 6198 less than $1,000,000.00 per claim with in connection with professional services is DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F EXHIBIT 3 [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All -Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. [ ] Riggers Insurance The Contractor shall provide coverage for Rigger's Liability. Said coverage may be provided by a Rigger's Liability endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger's Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a "blanket" basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. Contract 9 6198 DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F EXHIBIT 3 ATTACHMENT 1 [] Workers' Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate") -A copy of a certificate of insurance, a certificate of authority to self -insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner - operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: Contract 9 6198 DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F EXHIBIT 3 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and Contract 9 6198 DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F EXHIBIT 3 b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self -Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor's failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. Contract 9 6198 DocuSign Envelope ID: 105470EB-A16E-4E6D-A401-62DAB8C1446F EXHIBIT 3 Exhibit F Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Goverment 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_fo1-m1295.htrn 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 purchasingg.citvofdenton.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 9 6198 Certificate Of Completion Envelope Id: lC5470EBA16E4E6DA40162DAB8Cl446F Subject: City Council Docusign Item - 6198 Source Envelope: Document Pages: 113 Signatures: 2 Supplemental Document Pages: 0 Initials: 0 Certificate Pages: 6 AutoNav: Enabled Payments: 0 Envelopeld Stamping: Enabled Time Zone: (UTC -06:00) Central Time (US & Canada) Record Tracking Status: Original 2/15/2017 5:27:01 PM Signer Events Karen E. Smith karen.smith@cityofdenton.com Assistant Purchasing Manager City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Ben Barker bbaker@carehere.com Chief Operating Officer Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 2/15/2017 6:18:45 PM ID:225a3448-dc01-42c7-b4fd-7015d20cad5e John Knight john.knight@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia Winkley julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: EXHIBIT 3 Holder: Karen E. Smith karen.smith@cityofdenton.com Signature =1 Using IP Address: 129.120.6.150 Doau5ignerl by: C6C 61 hu,l7. . Using IP Address: 99.59.164.252 Signed using mobile Caacusigned by: CO21996QAM4,19 Using IP Address: 129.120.6.150 Status: Sent Envelope Originator: Karen E. Smith karen.smith@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 2/15/2017 5:30:34 PM Viewed: 2/15/2017 5:30:51 PM Signed: 2/15/2017 5:32:35 PM Sent: 2/15/2017 5:32:37 PM Viewed: 2/15/2017 6:18:45 PM Signed: 2/15/2017 6:20:36 PM Sent: 2/15/2017 6:20:39 PM Viewed: 2/16/2017 12:29:57 PM Signed: 2/16/2017 12:36:24 PM Sent: 2/16/2017 12:36:26 PM Viewed: 2/16/2017 4:04:32 PM S e C U R t D EXHIBIT 3 Signer Events Signature Timestamp Todd Hileman todd.hileman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 2/8/2017 6:52:51 PM ID:8154723a-9757-4d53-a4b5-794656233671 Jennifer Walters jennifer.walters@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: in ❑erson Signer Events Signature Timestamp Editor ❑eliver❑ Events Status Timestamp ❑gent ❑eliver❑ Events Status Timestamp rntermediar❑ ❑eliver❑ Events Status Timestamp Certilled ❑eliver❑Events Status Timestamp Caron Cop[] Events Status Timestamp Bernie Livers Sent: 2/15/2017 5:32:37 PM blivers@carehere.com ON Viewed: 2/15/2017 7:19:40 PM Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia Winkley Sent: 2/15/2017 6:20:38 PM julia.winkley@cityofdenton.com ON Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri Thurman Sent: 2/15/2017 6:20:38 PM sherri.thurman@cityofdenton.com COP#P Viewed: 2/16/2017 8:58:29 AM 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: EXHIBIT 3 Caron Cop[] Events Status Timestamp Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 10/9/2015 1:39:51 PM ID:04463961-03db-4c4d-9228-d660d6146ed6 Jennifer Bridges jennifer.bridges@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: Scott Payne scott.payne@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: ❑otar❑ Events Timestamp Envelope Summar❑ Events Status Timestamps Envelope Sent Hashed/Encrypted 2/16/2017 12:36:26 PM ❑allnent Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 4/20/2015 9:25:38 AM Parties agreed to: Ben Barker, Todd Hileman, Robin Fox EXHIBIT 3 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. of as co 0 Ln 47 u we •— ® •— N 4- Cc ® - U -47 u — w E 00 i •— ®rq v 61 61 61 61 m of as I ~ ~~~~°s / / z^^^^ \ < / \ I I I I I ~ ~~~~°s / / z^^^^ I I I I m I _0 0 0 u4 -J -E sQ—) u _0 L- 0 4-J U 0 -0 .5 0 0- 4-J bn 00 r14 r14 4-J C: _0 00 u E x 0 _0 0 a- 0 0 0 _0 4-J cc 0 0 r14 cc > U u ai -0 Ln u r14 0 _0 a x 4-J U 4-J C: 0 u u 0 0- Lj- (3) 4-J 0 C)- n 0) L- _0 > FU ' u 0 0 2 LL 41 (3) E 4-J u w 4-J co 4-J v) co u -C 0 u -C Ln < 61 61 61 61 oft IF. 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McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-243, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Community and Neighborhood Services CM/ ACM: John Cabrales Date: February 21, 2017 SUBJECT Consider approval of a resolution of the City of Denton, Texas evidencing support for the proposed new construction of Palladium Denton Apartments in Denton; and authorizing such other actions necessary or convenient to carry out this resolution. BACKGROUND The Palladium Denton is a proposed development by Palladium USA located at the Southeast corner of Loop 288 and Sherman Drive. Palladium USA is applying for a 9% tax credit allocation from the Texas Department of Housing and Community Affairs (TDHCA). The project is a 180 -unit multi -family complex including one, two and three bedroom units in three-story buildings. Palladium USA will be working very closely with the Denton Housing Authority to develop services for the development to meet the needs of the residents. Some of the services that have been provided in the past and may be provided for residents of the Palladium Denton are after school programs and tutoring programs for children, credit counseling, financial planning classes and health and nutritional courses. Palladium also works a faith based non-profit called Apartment Life to recruit a married couple from a local church that are given a free apartment. The couple, (CARES Team) becomes professional neighbors and helps facilitate social gatherings and assists other residents when needed. OPTIONS • Approval of the resolution as presented • Deny approval of the resolution RECOMMENDATION N/A ESTIMATED SCHEDULE OF PROJECT If awarded tax credits by TDHCA, construction is scheduled to begin during the 4h quarter of 2017 and should be completed by early 2019. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Presentations of information and discussion regarding the tax credit application process and the Palladium City of Denton Page 1 of 2 Printed on 2/17/2017 povveied by I_egivt9i IN File #: ID 17-243, Version: 1 development has taken place at City Council work sessions on February 7 and 21, 2017. FISCAL INFORMATION N/A BID INFORMATION N/A STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Safe, Liveable & Family -Friendly Community Related Goal: 4.2 Seek clean and healthy neighborhoods in Denton EXHIBITS Exhibit 1 - Resolution of Support Respectfully submitted: Lancine Bentley Community and Neighborhood Svcs Mgr Prepared by: Barbara Ross Community Development Manager City of Denton Page 2 of 2 Printed on 2/17/2017 povveied by I_egist9i I;, S:AC.egal\Our Documents\Resolutions\17\deuton palladium.doex Exhibit RESOLUTION NO. A RESOLUTION OFTHE CITY OF DENTON, TEXAS EVIDENCING SUPPORT FOR THE PROPOSED NEW CONSTRUCTION OF PALLADIUM DENTON APARTMENTS IN DENTON TO PROVIDE AFFORDABLE AND MARKET RATE RENTAL HOUSING; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Palladium Denton, Ltd., a Texas to -be -formed limited partnership ("Applicant"), is proposing the new construction of multi -family housing called Palladium Denton Apartments (the "Project"), which will be located at the south side of Hwy 288 and east of Sherman Drive, Denton, Denton County, Texas, and which will be owned by the Applicant and used to provide affordable and market rate rental housing; and WHEREAS, the Applicant has advised that it intends to submit an application to the Texas Department of Housing and Community Affairs (the "TDHCA") for 2017 Competitive Housing Tax Credits to provide equity financing for the Project, and the Housing Tax Credits are competitively awarded, largely on the basis of points; and WHEREAS, pursuant to Title 10, Rule 11.9(d)(1) of the Texas Administrative Code, 10 TAC §I1.9(d)(1), the TDHCA will provide up to 17 points for a municipality's resolution of support for a development which will be located in such municipality's jurisdiction; and WHEREAS, the City Council of the City of Denton, Texas, wishes to evidence its support for this proposed Project in the City of Denton and to facilitate the possible award of Housing Tax Credits to the Project; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The City of Denton ("City"), being a home -rule city acting through its governing body, hereby confirms its support for the proposed Palladium Denton Apartments to be located at approximately at the south side of Hwy 288 and east of Sherman Drive, entirely within the city limits of the City of Denton, Texas (TDHCA Application Number 1708 1) and that this formal action has been taken to put on record the opinion expressed by the City of Denton on February 21, 2017, in accordance with Title 10, Rule 11.9(d)(1) of the Texas Administrative Code. SECTION 2. That for the purpose of supporting the Project and qualifying for points under 10 TAC § 11.9(d)(1), the City, acting through City Council, its governing body, hereby confirms that it supports and encourages the proposed construction of Palladium Denton Apartments, to be located at the south side of Hwy 288 and east of Sherman Drive, Denton, Denton County, Texas, and that this formal action has been taken to put on record the opinion expressed by the City on this date for the purpose of 10 TAC § 11.9(d)(1). SECTION 3. The City commits to development fee waivers in an amount not to exceed $100.00 as the City's financial contribution as required in the TDHCA 2017 Qualified Allocation Plan Section 11.9(d)(2); the funding commitment by the City of Denton, Texas set forth in this S:ALegal\Our Documents\Resolutions\17\deuton palladium.docx Resolution shall be contingent on: (i) the Applicant securing housing tax credits from TDF -ICA and (ii) development plan approvals (including any required zoning) by the City. SECTION 4. The City Council hereby approves and authorizes the execution on behalf of the City of all other documents and writings whatsoever that may be necessary or convenient, in the reasonable opinion of either the Interim City Manager or the City Attorney, for carrying out these resolutions; and SECTION 5. The City Manager Todd Hileman is hereby authorized, empowered, and directed to certify these resolutions to the TDHCA, and, that these resolutions shall be effective as of their date of passage by City Council. PASSED AND APPROVED this day of , 2017. ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL INTERIM CITY ATTORNEY 2 CHRIS WATTS, MAYOR City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-245, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Community and Neighborhood Services CM/ ACM: John Cabrales Date: February 21, 2017 SUBJECT Consider approval of a resolution of the City of Denton, Texas evidencing support for the proposed new construction of the Reserve at Sherman in Denton; and authorizing such other actions necessary or convenient to carry out this resolution. BACKGROUND The Reserve at Sherman is a proposed development by the Miller Valentine Group at the Southeast corner of Sherman Drive and Hardee Field Road. The Miller Valentine Group is applying for a 9% tax credit allocation from the Texas Department of Housing and Community Development (TDHCA). The project will be a multi -family complex with approximately 120 -units including one, two and three bedroom units on ten acres in three-story buildings. Proposed services to the residents include the following: after school care, financial literacy training and health awareness programs. The Miller Valentine Group is currently working on a Memorandum of Understanding with the Denton Housing Authority to serve households participating in the Housing Choice Voucher program and others seeking affordable housing. OPTIONS • Approve the resolution as presented. • Deny approval of the resolution. RECOMMENDATION N/A ESTIMATED SCHEDULE OF PROJECT If awarded tax credits by TDHCA, the projected date for the start of construction is March 7, 2018. The completion date is estimated at April 10, 2019. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Presentation of information and discussion regarding the tax credit application process and the Reserve at Sherman development has taken place at City Council work sessions on February 7 and 21, 2017. City of Denton Page 1 of 2 Printed on 2/17/2017 povveied by I_egivt9i IN File #: ID 17-245, Version: 1 FISCAL INFORMATION N/A BID INFORMATION N/A STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Safe, Liveable & Family -Friendly Community Related Goal: 4.2 Seek clean and healthy neighborhoods in Denton EXHIBITS Exhibit 1 - Resolution Respectfully submitted: Lancine Bentley Community and Neighborhood Services Manager Prepared by: Barbara Ross Community Development Manager City of Denton Page 2 of 2 Printed on 2/17/2017 povveied by I_egist9i I;, S:ALegal\Our Documents\ResolLit ions\17\deuton reserve.docx Exhibit A RESOLUTION NO. A RESOLUTION OF THE CITY OF DENTON, TEXAS EVIDENCING SUPPORT FOR THE PROPOSED NEW CONSTRUCTION OF THE RESERVE AT SHERMAN IN DENTON; AUTHORIZING SUCH OTHER ACTIONS NECESSARY OR CONVENIENT TO CARRY OUT "THIS RESOLUTION; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Reserve at Sherman LLC., a Texas to -be -formed limited liability company ("Applicant"), is proposing the new construction of multi -family housing called the Reserve at Sherman (the "Project"), which will be located at the southeast corner of E. Sherman Drive and Hartlee Field Road, Denton, Denton County, Texas, and which will be owned by the Applicant and used to provide affordable and market rate rental housing; and WHEREAS, the Applicant has advised that it intends to submit an application to the Texas Department of Housing and Community Affairs (the "TDHCA") for 2017 Competitive Housing Tax Credits to provide equity financing for the Project, and the Housing Tax Credits are competitively awarded, largely on the basis of points; and WHEREAS, pursuant to "Title 10, Rule 11.9(d)(1) of the Texas Administrative Code, 10 TAC §I1.9(d)(1), the "TDHCA will provide up to 17 points for a municipality's resolution of support for a development which will be located in such municipality's jurisdiction; and WHEREAS, the City Council of the City of Denton, Texas, wishes to evidence its support for this proposed Project in the City of Denton and to facilitate the possible award of Housing Tax Credits to the Project; NOW, THEREFORE: THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The City of Denton ("City"), being a home -rule city acting through its governing body, hereby confirms its support for the proposed Reserve at Sherman to be located at approximately at the southeast corner of E Sherman Drive and Hartlee Field Road, entirely within the city limits of the City of Denton, Texas (TDHCA Application Number17367) and that this formal action has been taken to put on record the opinion expressed by the City of Denton on February 21, 2017, in accordance with Title 10, Rule 11.9(d)(1) of the Texas Administrative Code. SECTION 2. That for the purpose of supporting the Project and qualifying for points under 10 TAC §I 1.9(d)(1), the City, acting through City Council, its governing body, hereby confirms that it supports and encourages the proposed construction of the Reserve at Sherman, to be located at the southeast corner of E Sherman Drive and Hartlee Field Road, Denton, Denton County, Texas, and that this formal action has been taken to put on record the opinion expressed by the City on this date for the purpose of 10 TAC §I 1.9(d)(1). SECTION 3. That the City commits to the development, fee waivers in an amount not to exceed $100.00 as the City's financial contribution as required in the TDHCA 2017 Qualified Allocation Plan Section 11.9(d)(2); the funding commitment by the City of Denton, Texas set forth S:ALegal\Our Documents\Resolutions\17\deuton reserve.doex in this Resolution shall be contingent on: (i) the Applicant securing housing tax credits from TDHCA and (ii) development plan approvals (including any required zoning) by the City. SECTION 4. The City Council hereby approves and authorizes the execution on behalf of the City of all other documents and writings whatsoever that may be necessary or convenient, in the reasonable opinion of either the Interim City Manager or the City Attorney, for carrying out these resolutions. SECTION 5. The City Manager, Todd Hileman, is hereby authorized, empowered, and directed to certify these resolutions to the TDHCA, and, that these resolutions shall be effective as of their date of passage by City Council. PASSED AND APPROVED this day of , 2017. ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY By: 2 CHRIS WATTS, MAYOR City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON Legislation Text File #: DCA17-0004a, Version: 1 AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services ACM: Jon Fortune DATE: February 21, 2017 SUBJECT Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, expressly repealing Sections 34-35, 34-36, and 34-37 of the Denton Code of Ordinances related to annexation and amending Subchapter 35.3 of the Denton Development Code by adding a periphery development annexation criteria section; providing for a penalty in the maximum amount of $2,000.00 for violations thereof, providing a severability clause, savings clause, and an effective date. The Planning and Zoning Commission recommends approval 6-1. BACKGROUND The Planning Division receives several development applications for properties that are located in the City's Extra -territorial Jurisdiction (ETJ). During the development review process, the question of whether the subject property should be annexed is always raised. On October 18, 2016 the Planning Division presented to the City Council, a proposal to establish periphery annexation criteria in the Denton Development Code (DDC), to determine whether or not a property should be annexed. The City Council directed staff to proceed with preparing an ordinance. CONSIDERATIONS 1. In some cases proposed developments in the ETJ are not consistent with the character of the area where they are proposed and can impact adjacent properties in terms of land use and intensity. 2. Because the City's Certificate of Convenience and Necessity (CCN) service areas extend outside the city limits, the City is required to provide water and sewer services to these proposed developments even though the extension of those services is not supported by taxes. This impacts infrastructure and public services such as water and sewer and other services that these proposed developments are required to have. 3. Denton Plan 2030 states that "the City's Annexation Plan, guided by the recommendation in the 1999 Denton Plan to adopt an aggressive annexation policy should be reconsidered. Additional annexations are not necessary to accommodate the growth of the city by 2030 and additional annexation may affect the city's ability to provide infrastructure and public services." The developable acreage within the city limits, along with the currently planned annexation areas, is considerably more than what will be needed to meet Denton's projected growth. However, while additional annexations are not needed to meet Denton's City of Denton Page 1 of 4 Printed on 2/17/2017 povveied by I_egivt9i IN File #: DCA17-0004a, Version: 1 projected growth, annexations may be needed in order to manage growth and strengthen the city's oversight regarding land use pattern and character of development along the city's periphery. In addition, annexations are needed in order to provide infrastructure and public services in these areas of the ETJ. 4. Prior to the adoption of the DDC in 2002, the City had annexation guidelines and criteria provided in Chapter 34 and Chapter 35 of the Denton Code of Ordinances. These chapters were intended to be combined into the DDC. However, specific sections addressing annexation were omitted in the DDC. Specifically Section 34.35 - Annexation Policy, Section 34.36 - Annexation Procedures, and Section 34.37 - Annexation Fees as reflected in Exhibit 1. Furthermore, Section 35.1.6 of the DDC repealed all regulations governing the use and development of land that were inconsistent with the new adopted DDC. 5. Because there was no language in the ordinance adopting the creation of the DDC that repealed Sections 34-35, 34-36, and 34-37, it is uncertain as to whether these sections were repealed explicitly. To provide a greater level of certainty, staff is proposing to draft an ordinance that will include language that expressly repeals Sections 34-35, 34-36, and 34-37. 6. To ensure that there are specific annexation criteria and procedures to address proposed developments along the city's periphery, an amendment to the DDC adding a section under Subchapter 35.3 for annexation criteria and procedures is being proposed. Staff evaluation of the annexation and associated procedures have also been developed. The following section is proposed to be added to the DDC: Section 35.3.13 Periphery Development Annexation Criteria. A. City staff will assess on a case-by-case basis the annexation of areas in the extraterritorial jurisdiction (ETJ) when significant developments are proposed, occurring, or likely to occur in the near future. B. The following are criteria for determining when an annexation should be considered: 1. Developments that require the need to connect to City public services (water, sewer, electric and other services; or 2. Developments within the City's Certificate of Convenience and Necessity boundary for water, wastewater, and electric service; or 3. Developments where the land area is partially in the City's ETJ and partially within the City limits; or 4. Developments or areas that might have a significant impact upon the City, including but not limited to service costs, increased traffic, drainage impact, utility needs or utilization, safety or health hazards; or 5. Location and intensity of Gas Well Drilling and Production, or 6. Property that is contiguous to the City Limits and is necessary to the annexation of another property qualifying under any of the criteria in 13.1-13.5 above. C. When any or all of the above conditions exist, City staff shall review the proposed development City of Denton Page 2 of 4 Printed on 2/17/2017 povveied by I_egist9i I;, File #: DCA17-0004a, Version: 1 for the purpose of considering annexation. The following shall be considered at a minimum: 1. The ability of the city to provide infrastructure and public services equal to other comparable areas inside the city limits. 2. The reliability, capacity, and future public cost, if any, of current and planned provisions for community facilities, including but not limited to roads, drainage, and utilities. 3. The need and quality of land use and building controls. 4. Conformance with the Land Use Element of the City's comprehensive plan. 5. Impact on the City, both current and long range, including at a minimum: a. Fiscal cost and benefits of public services; b. Traffic; C. Infrastructure of roads, utilities and other community facilities; d. Safety or health; e. Building or development quality; f. Aesthetic quality; and g. Community character. 6. The property meets the minimum requirements for annexation in accordance with state law. D. Procedure. 1. Following staff determination that annexation should be considered, the property owner will be notified of the City's intent to annex. The City will request that the property owner voluntarily petition the City for annexation and initial zoning. 2. If an application from the property owner for annexation and initial zoning is not submitted within 10 calendar days of notification, the city will initiate an involuntary annexation proceeding in accordance with state law. 3. After the involuntary annexation, the city will hold a public hearing for an initial zoning of the property under Section 35.3.4 of the Denton Development Code, as amended. The proposed zoning will be in conformance with the Land Use Element of the city's comprehensive plan and state law. 4. All public hearing notification procedures will be in accordance with state law. E. Continued Use. The use of land following annexation shall be governed by state law and Section 35.11.2 of the Denton Development Code, as amended. OPTIONS 1. Approve as submitted. City of Denton Page 3 of 4 Printed on 2/17/2017 povveied by I_egist9i I;, File #: DCA17-0004a, Version: 1 2. Approve subject to conditions. 3. Deny. 4. Postpone consideration. 5. Table item. RECOMMENDATION The Planning and Zoning Commission recommends approval 6-1. The staff recommends approval to repeal Sections 34-35, 34-36, and 34-37 of the Denton Code of Ordinances and to amend Subchapter 35.3 of the Denton Development Code. PRIOR ACTION/REVIEW (Council, Boards, Commissions) October 18, 2016 - City Council Work Session February 8, 2017 - Planning and Zoning Commission Public Hearing STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Economic Development Related Goal: 3.1 Develop targeted policies and incentives to achieve desired economic growth EXHIBITS Sections 34-35, 34-36, and 34-37 2. Draft Ordinance 3. Staff Presentation Respectfully submitted: Munal Mauladad Director of Development Services Prepared by: Ron Menguita, AICP Long Range Planning Administrator City of Denton Page 4 of 4 Printed on 2/17/2017 povveied by I_egist9i I;, EXHIBIT 1 Sec. 34-35. -Annexation policy. (a) It is the general policy of the City of Denton to assess on a case-by-case basis the annexation of areas in the extraterritorial jurisdiction (ETJ)when significant developments are proposed, occurring, or likely to occur in the near future. (b) The following are guidelines for determining when annexation study should be considered: (1) Single-family developments over five (5) lots; or (2) Multi -family, industrial or commercial developments over one (1) acre; or (3) Any area where the density exceeds five hundred (500) units per square mile; or (4) Any development or area that might have a significant impact upon the city, including but not limited to service costs, increased traffic, drainage impact, utility needs or utilization, safety or health hazards. When any or all of the above conditions exist, city staff shall review the proposed development for the purpose of considering annexation. The review shall also include consideration of the annexation of logical planning areas around the area of initial concern. (c) Guidelines for scope of study. In studying the questions of whether or not an area should be annexed, the following criteria shall be considered at a minimum: (1) The ability of the city to furnish normal city services equal to other comparable areas inside the city limits. Water and sewer system capabilities are considered, but lines for individual areas are normally not the city's financial responsibility. (2) The reliability, capacity, and future public cost, if any, of current and planned provisions for community facilities such as roads, drainage, utilities, etc. Private facilities will be considered. (3) The need and quality of land use and building controls. Private controls will be considered. (4) Impact on the city, both current and long range, including at a minimum: a. Fiscal cost and benefits; b. Traffic; c. Infrastructure of roads, utilities and other community facilities; d. Safety or health; e. Building or development quality; f. Aesthetic quality; and g. Community character. (5) Conformance with or need to ensure conformance with the officially adopted master plans of the city. (Ord. No. 94-150, § I, 8-16-94) Sec. 34-36. -Annexation procedures. (a) If, after preliminary study, the criteria described in section 34-35 indicate annexation is appropriate in order to promote or protect the public interest, the city will initiate formal annexation proceedings to consider the annexation question in detail. Page I (b) If a tract of land in the extraterritorial jurisdiction is contiguous to the city limits and the owner of said property desires that it be annexed in order to be qualified to receive city services when available and to be afforded zoning protection, the owner may petition the city for annexation. (c) Study and annexation procedure. (1) Based upon guidelines for initiating study, the staff shall initiate a preliminary assessment of the area for possible annexation and present the results to the city council. The city council will review the study results and other information and make a determination whether or not formal study and public hearings and annexation proceedings should be initiated. (2) If formal public hearings are initiated, the planning and zoning commission shall review the annexation study and make a recommendation to the city council. (3) The city council will then consider all recommendations and public comment during the prescribed public hearings phase, and make a determination whether or not to initiate formal annexation proceedings. (4) Formal annexation proceedings are executed, if applicable. (d) Public hearing notification procedures: (1) Notice of public hearing. Notice of the public hearings shall be given not less than ten (10) days before the date set for the first annexation public hearing using each of the following methods: a. Published notice. Notice of the scheduled public hearings shall be published in the official newspaper of the city stating the time and place of such public hearings and a description of the proposed annexation. b. Courtesy notice. Written notice of the scheduled public hearings, properly addressed and postage -paid via first class mail shall be provided to all residents of property located within five hundred (500) feet of the subject property by posting such notice to each parcel address as recorded on the city's geographic information system (GIS) data base. Failure on the part of property owners to receive the courtesy notice shall not invalidate the scheduled public hearing process. Posted notice. A sign shall be posted on the subject property according to rules established and published by the planning and development department, a copy of which will be available at the city secretary's office and the planning and development department offices. (2) Access to property. The applicant/petitioner/landowner shall allow the director of planning and development or his/her designee to enter onto the premises for which an annexation public hearing is scheduled for the purposes of installing, maintaining, and removing signs required by this section. (e) Remedy for removal of sign. It shall be unlawful for any person, other than the director of planning and development or his/her designee, to knowingly remove, deface, or injure in any manner a sign or part thereof required by the provisions of this section. (Ord. No. 94-150, § I, 8-16-94; Ord. No. 99-030, § I, 2-2-99) Sec. 34-37. -Annexation fees. Any person, firm or corporation who shall petition the city for annexation shall pay to the department of planning and community development a fee in an amount determined, and as from time to time amended, by ordinance of the city council. The fee shall be based upon the administrative expenses of the city in reviewing such petitions. A true and correct copy of the current ordinance establishing the fees shall be maintained in the department of planning and community development. (Ord. No. 94-150, § I, 8-16-94) Page 2 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, EXPRESSLY REPEALING SECTIONS 34-35,34-36, AND 34-37 OF THE DENTON CODE OF ORDINANCES RELATED TO ANNEXATION AND AMENDING SUBCHAPTER 35.3 OF THE DENTON DEVELOPMENT CODE BY ADDING A PERIPHERY DEVELOPMENT ANNEXATION CRITERIA SECTION; PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF; PROVIDING A SEVERABILITY CLAUSE, SAVINGS CLAUSE, AND AN EFFECTIVE DATE. WHEREAS, the City desires to repeal sections 34-35, 34-36, and 34-37 of the Denton Code of Ordinances in order to create more efficient procedures for annexation in the City; and WHEREAS, pursuant to Ordinance No. 2002-040, the City Council of the City of Denton, Texas adopted the Denton Development Code (the "DDC") which includes Subchapter 35.3, Procedures; and WHEREAS, the City desires to amend Subchapter 35.3 to add Section 35.3.13, "Periphery Development Annexation Criteria" in order to define and clarify when a property in the City's Extra -territorial Jurisdiction (ETJ) should be considered for annexation; and WHEREAS, the City desires to facilitate development in the periphery of the City that is consistent with the character of the area to reduce any negative impacts to adjacent properties in terms of land use and intensity and to provide infrastructure and public services in areas of the ETJ contiguous to the City; and WHEREAS, the City's Certificate of Convenience and Necessity (CCN) service areas extend outside the city limits, and therefore, the City is required to provide water, sewer and electric services to these proposed developments even though the extension of those services is not supported by taxes; and WHEREAS, after notice published, a public hearing was held before the Planning and Zoning Commission and City Council in accordance with local and state law and the City Council hereby finds that Sections 34-35, 34-36, and 34-37 of the Code of Ordinances must be repealed and that the amendment to Subchapter 35.3 of the DDC is consistent with the City's comprehensive plan, and federal, state, and local law and such action is in the best interests of the citizens of the City of Denton; NOW, THEREFORE, THE COUNCIL OF THE CI"T'Y OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference and found to be true. SECTION 2. Sections 34-35, 34-36, and 34-37 of the Denton Code of Ordinances are hereby repealed. SECTION 3. Subchapter 35.3, "Procedures," of the Denton Development Code (DDC), is hereby amended to add Section 35.3.13 "Periphery Development Annexation Criteria," in the form attached as Exhibit A, and incorporated by reference herein, and such amendment is hereby adopted as part of the Denton Development Code. SECTION 4. Any person, firm, partnership or corporation violating any provision of this ordinance shall, upon conviction, be deemed guilty of a misdemeanor and shall be punished by fine in a sum not exceeding $2,000.00 for each offense. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. SECTION 5. If any provision of this ordinance or the application thereof to any person or circumstance is held invalid by any court, such invalidity shall not affect the validity of the provisions or applications, and to this end the provisions of this ordinance are severable. SECTION 6. That an offense committed before the effective date of this ordinance is governed by prior law and the provisions of the Denton Code of Ordinances, as amended, in effect when the offense was committed and the former law is continued in effect for this purpose. SECTION 7. In compliance with Section 2.09(c) of the Denton Charter, this ordinance shall become effective fourteen (14) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record - Chronicle, a daily newspaper published in the City of Denton, Texas, within ten (10) days of the date of its passage. PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY iN APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY EXHIBIT A Section 35.3.13 Periphery Development Annexation Criteria A. City staff will assess on a case-by-case basis the annexation of areas in the Extra -territorial Jurisdiction (ETJ) when significant developments are proposed, occurring, or likely to occur in the near future. B. The following are criteria for determining when an annexation should be considered: 1. Developments that require the need to connect to City public services (water, sewer, electric and other services; or 2. Developments within the City's Certificate of Convenience and Necessity boundary for water, wastewater, and electric service; or 3. Developments where the land area is partially in the City's ETJ and partially within the City limits; or 4. Developments or areas that might have a significant impact upon the City, including but not limited to service costs, increased traffic, drainage impact, utility needs or utilization, safety or health hazards; or 5. Location and intensity of Gas Well Drilling and Production, or 6. Property that is contiguous to the City Limits and is necessary to the annexation of another property qualifying under any of the criteria in B.1 -B.5 above. C. When any or all of the above conditions exist, City staff shall review the proposed development for the purpose of considering annexation. The following shall be considered at a minimum: 1. The ability of the city to provide infrastructure and public services equal to other comparable areas inside the city limits. 2. The reliability, capacity, and future public cost, if any, of current and planned provisions for community facilities, including but not limited to roads, drainage, and utilities. 3. The need and quality of land use and building controls. 4. Conformance with the Land Use Element of the City's comprehensive plan. 5. Impact on the City, both current and long range, including at a minimum: a. Fiscal cost and benefits of Public Services; b. Traffic; c. Infrastructure of roads, utilities and other community facilities; d. Safety or health; e. Building or development quality; f. Aesthetic quality; and g. Community character. 6. The property meets the minimum requirements for annexation in accordance with state law. D. Procedure. 1. Following staff determination that annexation should be considered, the property owner will be notified of the City's intent to annex. The City will request that the property owner voluntarily petition the City for annexation and initial zoning. 2. If an application from the property owner for annexation and initial zoning is not submitted within 10 calendar days of notification, the city will initiate an involuntary annexation proceeding in accordance with state law. 3. After the involuntary annexation, the city will hold a public hearing for an initial zoning of the property under Section 35.3.4 of the Denton Development Code, as amended. The proposed zoning will be in conformance with the Land Use Element of the city's comprehensive plan and state law. 4. All the procedures for annexations will be in accordance with state law. E. Continued Use. The use of land following annexation shall be governed by state law and Sec. 35.11.2 of the Denton Development Code, as amended. City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: Z16 -0018b, Version: Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services ACM: Jon Fortune DATE: February 21, 2017 SUBJECT Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, to change the zoning classification from Regional Center Residential 1 (RCR-1) District to Employment Center Commercial (EC -C) District on approximately 5.3 acres of land generally located on the west side of the I-35 Southbound Service Road and 115 feet north of Barthold Road in the City of Denton, Denton County, Texas; adopting an amendment to the City's official zoning map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof, providing a severability clause and an effective date. The Planning and Zoning Commission has recommended approval (7-0) of the request. (Z16-0018) BACKGROUND The applicant is requesting to rezone the subject property from Regional Center Residential 1 (RCR-1) District to Employment Center Commercial (EC -C) District in order to develop the site with a triple -bay truck wash. According to the Denton Development Code (DDC), car wash facilities are defined as drive-through uses. The applicant is requesting a change in zoning in order to develop the site with a drive-through use. The rezoning request meets the criteria for approval in the DDC. Per Section 35.3.4.13 of the DDC, a proposed rezoning request can be approved if the request conforms to the Future Land Use element of the Denton Plan 2030 and facilitates the adequate provision of public infrastructure. The Future Land Use designation of the subject property is Business Innovation, which is intended for well-planned, larger scale office and employment parks with supporting uses such as retail, hotels, and residential. The mix of associated commercial and light industrial uses permitted in the proposed EC -C District meets intent of Business Innovation, as it encourages employment uses with associated commercial development necessary to support the business centers. Furthermore, there is adequate capacity in the existing infrastructure to support the proposal. A thorough analysis of the request has been attached for reference. OPTIONS 1. Approve as submitted. 2. Approve subject to conditions. 3. Deny. 4. Postpone consideration. City of Denton Page 1 of 2 Printed on 2/17/2017 povveied by I_egivt9i IN File #: Z16 -0018b, Version: 1 5. Table item. RECOMMENDATION The Planning and Zoning Commission recommends approval of this request (7-0). The Planning Division recommends approval of this request. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On February 8, 2017, the Planning and Zoning Commission recommended approval of the rezoning request (7- 0). STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Economic Development Related Goal: 3.4 Encourage development, redevelopment, recruitment, and retention EXHIBITS 1. Staff Analysis 2. Aerial Map 3. Zoning Map 4. Future Land Use Map 5. RCR-1 District Permitted Uses 6. EC -C District Permitted Uses 7. Proposed Zoning Map 8. Public Notification Map 9. Presentation 10. Draft Ordinance Respectfully submitted: Munal Mauladad Director of Development Services Prepared by: Julie Wyatt Senior Planner City of Denton Page 2 of 2 Printed on 2/17/2017 povveied by I_egist9i I;, City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON Legislation Text File #: Z16 -0018a, Version: 1 Planning Report Z16-0018 / Blue Beacon Truck Wash City Council District 3 Planning & Zoning Commission February 8, 2017 REQUEST: Hold a public hearing and consider a request by H3H, LLC to rezone approximately 5.3 acres from Regional Center Residential 1 (RCR-1) District to Employment Center Commercial (EC -C) District. The property is generally located west of the I-35 Southbound Service Road and 115 feet north of Barthold Road. (Z16-0018, Blue Beacon Truck Wash, Julie Wyatt) OWNER: H3H, LLC APPLICANT: Dana Morse with Blue Beacon Truck Wash BACKGROUND: The applicant is requesting to rezone the subject property from Regional Center Residential 1 (RCR-1) District to Employment Center Commercial (EC -C) District in order to develop the site as a triple -bay truck wash. According to the Denton Development Code (DDC), car wash facilities are defined as drive-through uses. Since the current zoning designation of RCR-1 District does not permit drive-through uses, the applicant is seeking a rezoning to EC -C District, which permits the proposed use. SITE DATA: The subject property is approximately 5.3 undeveloped acres situated on the north side of Denton, near the intersection of I-35 and Loop 288. More specifically, the subject property is located west of the I-35 Southbound Service Road and north of Barthold Road. Rectangular in shape, the site includes 637 linear feet along the I-35 frontage road. Per the City of Denton Mobility Plan, Barthold Road, which runs along the south property line, is classified as a Primary Major Arterial. It has approximately 135 feet of right-of-way, and aligns with US 77/North Elm Street on the east side of I-35. USE OF PROPERTY UNDER CURRENT ZONING: Regional Center Residential 1 (RCR-1) District is the least intense zoning district in the Regional Mixed Use Centers group of zoning districts. Regional Mixed Use Centers are intended to create centers of activity including shopping, services, recreation, employment, and institutional facilities supported by and serving the entire region. While RCR-1 District encourages mixed-use development, limitations on the uses and building envelope suggest a desire for a smaller scale development pattern. Commercial uses such as retail sales, restaurants, and City of Denton Page 1 of 4 Printed on 2/3/2017 povveied by I_egivt9i IN File #: Z16 -0018a, Version: 1 offices are allowed, but the building square footage permitted for these uses is limited. Residential uses are permitted with a maximum of 30 dwelling units per acre, and include townhomes and apartments associated with mixed-use development. Most industrial uses are not permitted. The maximum lot coverage for RCR-1 is 55 percent and the maximum building height it 40 feet, further supporting a smaller -scale development pattern. A permitted schedule of uses is attached for reference. SURROUNDING ZONING AND LAND USES: North: Property to the north is zoned as RCR-1 District and Rural Residential (RD -5X) District and is undeveloped. East: Property to the east across I-35 is zoned Regional Center Commercial Neighborhood (RCC -N) District and is undeveloped. Property to the southeast across I-35 is zoned Regional Center Commercial Downtown (RCC -D) District and is developed with a travel center. South: Property to the south across Barthold Road is zoned as EC -C District and is currently under development with a travel center. West: Property to the west is located in the extraterritorial jurisdiction (ETJ) and is developed with a gas pipeline use. COMPATABILITY OF REQUEST WITH SURROUNDING ZONING AND LAND USES: The purpose of the EC -C District to provide locations for a variety of workplaces and complimentary commercial uses. No residential uses are permitted within the EC -C district. Most commercial and institutional uses are permitted except Sale of Products Grown on Site, Bed and Breakfast, Movie Theaters, Equestrian Facilities, and Sexually Oriented Businesses. Light Manufacturing and other low intensity industrial uses are also permitted. The maximum lot coverage for EC -C District is 80 percent and the maximum building height is 100 feet. A schedule of permitted uses is attached for reference. While the surrounding area is primarily undeveloped, the adjacency of the site to the I-35 corridor suggests that future growth will comprise of commercial and employment uses which benefit from the visibility and access provided by I-35. EC -C District permits a wide variety of commercial and employment uses at a scale that is appropriate for highway development. Furthermore, the proposed EC -C District is a logical extension of the existing EC -C District to the south. COMPREHENSIVE PLAN: Per the Denton Plan 2030, the Future Land Use designation of the subject property is Business Innovation. "Business Innovation" is intended for well-planned, larger scale office and employment parks with supporting uses such as retail, hotels, and residential. Primary uses include office, research and development, and light manufacturing. This designation is proposed in areas that are in close proximity to commercial use areas and employment hubs so that future development may build from this proximity and create a critical mass for economic development. Furthermore, Denton Plan 2030 states that the mixed-use nature of Business Innovation ensures that employment areas will benefit from the complementary retail and services throughout the day. The Preferred Growth Concept of Denton Plan 2030 also identified the intersection of US 77 and N I- 35 as a "Placemaking and Urban Vitality Center" due to its strategic location as the northern gateway into the City of Denton. The mix of associated commercial and light industrial uses permitted in the proposed EC -C District meets intent of Business Innovation, as it encourages employment uses with associated commercial development necessary to support the business centers. Furthermore, as a gateway to the City of Denton, commercial uses which serve the traveling population are ideal for this location. City of Denton Page 2 of 4 Printed on 2/3/2017 povveied by I_egist9i I;, File #: Z16 -0018a, Version: 1 CONSIDERATIONS: 1. The applicant is requesting to rezone the subject property from RCR-1 District to EC -C District to develop the site with a triple -bay truck wash. 2. Per Section 35.3.4.13 of the DDC, the following criteria for approval shall be considered for a rezoning request: a. The proposed rezoning conforms to the Future Land Use element of the Denton Plan 2030. Specifically, the goal of Business Innovation is to encourage large-scale employment centers and supporting retail, hotel, and residential uses. EC -C District is consistent with this Future Land Use Designation, as it permits a diverse range of commercial uses while integrating employment uses such as light manufacturing and retail warehouse. b. The proposed rezoning facilitates the adequate provision of transportation, water, sewers, schools, parks, and other public requirements and public convenience. There is adequate capacity in the existing infrastructure to support the proposal. 3. Surrounding land uses are primarily agricultural. The Future Land Use anticipates that growth in this area will include commercial uses such as retail and travel centers adjacent to the I-35 corridor, transitioning to employment and warehouse uses further east. This development pattern capitalizes on the visibility along the highway for commercial uses and allows employment uses to take advantage of the nearby large, undeveloped tracts of land. A rezoning to EC -C would permit commercial and light industrial uses consistent with this development pattern. 4. While the current zoning designation of RCR-1 District permits many commercial uses, the limitations on those uses and the restricted building envelope prevent development at a scale that is typically found along highway corridors. Rezoning to EC -C District would expand the number of permitted commercial and industrial uses and enlarge the potential building scale, thus enabling development consistent with the site's location adjacent to I-35. 5. The proposed EC -C District is a logical continuation of the EC -C District to the south. As the area continues to develop with complementary uses, it is anticipated that additional properties will be rezoned to allow for a balance of commercial and employment uses. STAFF RECOMMENDATION: Staff recommends approval of the request as it is compatible with the surrounding property and is consistent with the goals and objectives of the Denton Plan 2030. OPTIONS: 1. Recommend approval as submitted. 2. Recommend approval subject to conditions. 3. Recommend denial. 4. Table the item. PUBLIC NOTIFICATION: To comply with the public hearing notice requirements, 2notices were sent to property owners within 200 feet of the subject property, 3 courtesy notices were sent to physical addresses within 500 feet of the subject property, a notice was published in the Denton Record Chronicle, and signs were placed on the property. PROJECT TIMELINE: City of Denton Page 3 of 4 Printed on 2/3/2017 povveied by I_egist9i I;, File #: Z16 -0018a, Version: 1 Application Received: August 18, 2016 I,' Submittal Sent to DRC Members: September 7, 2016 Comments Released to Applicant: September 24, 2016 2nd Submittal Sent to DRC Members: December 05, 2016 Comments Released to Applicant: December 16, 2016 3rd Submittal Sent to DRC Members: December 21, 2016 Comments Released to Applicant: January 6, 2017 Business Days under DRC Review: 33 Business Day out to Applicant: 51 Total Business Days: 84 EXHIBITS: • Aerial Map • Zoning Map • Future Land Use Map • RCR-1 District Permitted Uses • EC -C District Permitted Uses • Proposed Zoning Map • Notification Map Respectfully submitted: Shandrian Jarvis DRC Administrator Prepared by: Julie Wyatt Senior Planner City of Denton Page 4 of 4 Printed on 2/3/2017 povveied by I_egist9i I;, S1Lega1\Our I)OCWllents\Ordinances\17V,16-0018 Ordinance.doex ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, REGARDING A CHANGE IN THE ZONING CLASSIFICATION FROM A REGIONAL CENTER RESIDENTIAL, I (RCR-1) ZONING DISTRICT AND USE CLASSIFICATION TO AN EMPLOYMENT CENTER COMMERCIAL (EC -C) ZONING DISTRICT AND USE CLASSIFICATION ON APPROXIMATELY 5.3 ACRES OF LAND GENERALLY LOCATED ON THE WEST SIDE OF THE I-35 SOUTHBOUND SERVICE ROAD AND 115 FEET NORTH OF BARTHOLD ROAD IN THE CITY OF DENTON, DENTON COUNTY, TEXAS; ADOPTING AN AMENDMENT TO THE CITY'S OFFICIAL, ZONING MAP; PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF; PROVIDING A SEVERABILITY CLAUSE AND AN EFFECTIVE DATE. (Z16-0018) WHEREAS, 1-13H, LLC, property owner, has applied for a zoning change for approximately 5.3 acres of property legally described legally described in Exhibit "A" and of which the location is shown in Exhibit "B" (hereinafter, the "Property") from a RCR-1 District to an EC -C District; and WHEREAS, on February 8, 2017, the Planning and Zoning Commission, in compliance with the laws of the State of Texas, have given the requisite notices by publication and otherwise, and have held due hearings and afforded full and fair hearings to all property owners interested in this regard, and have recommended approval of the change in zoning district and use classification; and WHEREAS, on February 21, 2017, the City Council likewise conducted a public hearing as required by law, and finds that the request meets and complies with all substantive and procedural standards set forth in Section 35.3.4 of the Denton Development Code, and is consistent with the Denton Plan and the Denton Development Code; WHEREAS, the Planning and Zoning Commission and the City Council of the City of Denton, in considering the application for a change in the zoning classification of the property, have determined that the proposed use is in the best interest of the health, safety, morals, and general welfare of the City of Denton, and accordingly, the City Council of the City of Denton is of the opinion and finds that said zoning change is in the public interest and should be granted as set forth herein; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference and found to be true. SECTION 2. The zoning district and use classification for the Property is hereby changed for approximately 5.3 acres from Regional Center Residential I (RCR-1) District to Employment Center Commercial (EC -C) District SUCTION 3. The City's official zoning map is hereby amended to show the change in the zoning district and use classification for the Property. SECTION 4. If any provision of this ordinance or the application thereof to any person or circumstance is held invalid by any court, such invalidity shall not affect the validity of the provisions or applications, and to this end the provisions of this ordinance are severable. SECTION 5. Any person, firm, partnership or corporation violating any provision of this ordinance shall, upon conviction, be deemed guilty of a misdemeanor and shall be punished by fine in a sum not exceeding $2,000.00 for each offense. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. SECTION 6. That an offense committed before the effective date of this ordinance is governed by prior law and the provisions of the Denton Code of Ordinances, as amended, in effect when the offense was committed and the former law is continued in effect for this purpose. SECTION 7. In compliance with Section 2.09(c) of the Denton Charter, this ordinance shall become effective fourteen (14) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record - Chronicle, a daily newspaper published in the City of Denton, Texas, within ten (10) days of the date of its passage. PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY IM APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY p, BY:�� F' Exhibit A Legal Description BEING all that certain lot, tract, or parcel of land situated in the S. L. Johnson Survey Abstract Number 683 in the City of Denton, Denton County, Texas, being all that certain "21.000 Acre Tract" of land conveyed by deed from HLHTE-Lydia Hill Trust et al to HUH, LLC recorded under Document Number 2011-22008, Real Property Records, Denton County, Texas and being more particularly described as follows: BEGINNING at an iron rod marked "KHA" found for corner in the west line of Interstate Highway Number 35, a public roadway having a variable width right-of-way, said point being the southeast corner of that certain tract of land conveyed by deed from New Farms, L,L,C to Phase 17 Investments, LP recorded under Document Number 2011-104771, Real Property Records, Denton County, Texas; THENCE S 01 ° 09' 06" E, 622.70 feet with said west line of said Interstate Highway to a capped iron rod marked RPLS 4561 set for corner at the beginning of a right-of-way flare; THENCE S 480 23' 53" W, 150.07 feet with said right-of-way flare to a P.K. nail set for corner in Barthold Road, a public roadway and in the north line of the B.B.B. and C.R.R. Company Survey Abstract Number 141; THENCE N 89° 48' 26" W, 210.86 feet with said Barthold Road and with said north line of said B.B.B. and C.R.R. Company Survey to a point for corner; THENCE N 01 ° 09' 06" W, 722.71 feet to a point for corner in the south line of said Phase 17 Investments tract; THENCE S 890 48' 47" E, 325.09 feet with the south line of said Phase 17 Investments tract to the PLACE OF BEGINNING and containing 5.261 acres of land. Z16-0018 Site Location iv 1" 0 190 380 760 SITE COQ wE Feet 5 Parcels ETJ CSZY „gy„ OF r 9 G ''tyt'h, NAA 8/1/20 '� NTON Roads �� � Development Services D- 9/122016 th eeCiPyYoffDentop has have been madeos da Pab emental to the pUb chbased are the Publi llnPormfst oo 'tct ThDe City of Denton) makeseeveey eff rt to peoduceeand publish the mostpourrenb but rather in folmatPonr posssb eh No walPentiesthexp essetd or IlimplieoY are provided for the data herein, its use, or its Interpretation. Utilization ofthis map Indicates understanding and acceptance of th is statement. I ETJ Z16-0018 Zoning Map EC -C RCR th eeCiPyYoffDentop and have been madeos dalPab ento the use.These on the Publi llnPormfst oo 'tct ThDe City of Denton) makeseeveey eff rt to peoduceeand publish the mostpourrenb Us rather dt accurate information posssble. No warprant iesthexp essetd or IlimplieoY are provided for the data herein, its use, or its Interpretation. Utilization ofthis map Indicates understanding and acceptance of th is statement. I Z16-0018 Future Land Use Map 77 Low Residential iv „^ r^ 0 500 ,,000 2,000 SITE Future Land Use Business Innovation«E Feet Parcels Rural Areas Commercial s 4 r �- 11 w Roads Low Residential Government / Institutional of Moderate Residential t' Parks / Open SpaceDENTON Neighborhood Mixed Use Development Services, GIs D- 9/122016 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 o produce and publish the most current and accurate information possible. No warranties, expresse or implied, are provided for the data herein, its use, or its interpretation. Utilization ofthis map indicates understanding and acceptance of this statement. Regional Center Residential 1 (RCR-1) District Permitted Uses RESIDENTIAL: P Agriculture, Attached Single-family Dwellings, Dwellings Above Businesses, Live/Work Units, Community Homes for the Disabled L(7) Livestock L(4) Multi -Family Dwellings SUP Group Homes COMMERCIAL: P Home Occupation, Laundry Services L(8) Bed and Breakfast L(11) Restaurant, Private Club, Bar L(15) Professional Service and Office L(17) Retail Sales and Service L(38) Temporary Uses SUP Movie Theater, Outdoor Recreation, Administrative Facilities or Research Facilities, Broadcasting or Production Studio INDUSTRIAL: L(27) Gas Wells SUP Veterinary Clinics INSTITUTIONAL: P Community Service, Parks Halls, Clubs, and Lodges, Elementary School, Middle Mortuaries and Open Space, Churches, Semi -Public Adult or Child Day Care, Kindergarten, School, Elderly Housing, Medical Centers, SUP Basic Utilities, High School, Medical Centers, WECS (Free-standing Monopole Support Structure), WECS (Building Mounted) P = Permitted, L(#) = Permitted with a Limitation, SUP = Specific Use Permit LIMITATIONS: L(4) = Multi -family is permitted only: 1. With a Specific Use Permit; or 2. As part of a Mixed -Use Development; or 3. As part of a Master Plan Development, Existing; or 4. If the development received zoning approval allowing multi -family use within one (1) year prior to the effective date of Ordinance No. 2005-224; or 5. If allowed by a City Council approved neighborhood (small area) plan. L(7) — Limited to two animals on parcels one to three acres in size. Additional animals may be added at a rate of one per each acre over three acres. L(8) = Travelers' accommodations are permitted, provided that: 1. The business -owner or manager shall be required to reside on the property occupied by the accommodation, or adjacent property. 2. That each accommodation unit shall have one off-street parking space, and the owners shall have two parking spaces. All spaces shall be in conformance with the requirements of the Off -Street Parking section of this Chapter. 3. That only one ground sign or wall sign, constructed of a non -plastic material, no -interior illuminated of four square feet maximum size be allowed. Any exterior illumination of signage shall be installed such that it does not directly illuminate any residential structures adjacent or nearby the travelers' accommodation. L(11) = Limited to sit down only, and no drive up service permitted. Limited to no more than one hundred (100) seats and no more than four thousand (4,000) square feet of restaurant area. L(15) = Uses are limited to no more than five thousand (5,000) square feet of gross floor area per lot. An SUP is required for additional square footage for Semi -Public Halls, Clubs and Lodges. L(17) = Uses that exceed twenty-five thousand (25,000) square feet of gross floor area per use require approval of a SUP. L(27) — Must comply with the provisions of Subchapter 22, Gas Well Drilling and Production L(38) — Must meet the requirements of Section 35.12.9. Employment Center Commercial (EC -C) Permitted Uses RESIDENTIAL: P Agriculture L(7) Livestock COMMERCIAL: P Hotels, Motels, Retail Sales and Service, Restaurant, Private Club, Bar, Drive-through Facility, Professional Services and Offices, Quick Vehicle Servicing, Vehicle Repair, Auto and RV Sales, Laundry Facilities, Outdoor Recreation, Indoor Recreation, Major Event Entertainment, Commercial Parking Lots, Administrative or Research Facilities, Broadcasting or Production Studio L(38) Temporary Uses INDUSTRIAL: P Printing/Publishing, Bakeries, Craft Alcohol Production, Manufacture of Non -Odiferous Foods, Light Manufacturing, Wholesale Sales, Self - Service Storage, Kennels, Veterinary Clinics L(27) Gas Wells L(29), SUP Wrecker Service and Impound Lots L(34) Warehouse, Retail INSTITUTIONAL: P Basic Utilities, Community Service, Parks and Open Space, Churches, Semi -Public Halls, Clubs, and Lodges, Business/Trade School, Adult or Child Day Care, Colleges, Conference/Convention Centers, Hospital, Elderly Housing, Medical Centers, Mortuaries SUP WECS (Free -Standing and Building -Mounted) P = Permitted, L(#) = Permitted with a Limitation, SUP = Specific Use Permit LIMITATIONS: L(7) — Limited to two animals on parcels one to three acres in size. Additional animals may be added at a rate of one per each acre over three acres. L(27) = Must comply with the provisions of Subchapter 22, Gas Well Drilling and Production. L(29) = Wrecker Services and Impound Lots must comply with the following provisions: 1. The subject lot shall comply with the provisions of the Texas Administrative Code, regarding Vehicle Storage Facilities. 2. Lot Screening: All stored vehicles shall be opaquely screened from all rights-of-way and residential uses and zoning districts. 3. Parking and vehicle storage areas associated with wrecker services and impound lots activities are not allowed within undeveloped floodplain, water -related habitat, and riparian buffer environmentally sensitive areas (ESA). 4. Best management practices addressing stormwater quality must be implemented and maintained on site. Management practices must attain the pollutant removal capabilities recommended for parking areas in the Integrated Storm Water Management (ISWM) Manual, as published by the North Central Texas Council of Governments, or similar practices consistent with low impact development (LID) approaches. L(34) = Permitted with no more than one hundred fifty thousand (150,000) gross square feet and eight (8) truck docks. All docks or loading bays shall be to the rear or side of the structure and not viewable from the street. The buffering standards for outdoor storage shall apply, both to any outdoor storage activity and to the loading docks. L(38) — Must meet the requirements of Section 35.12.9. ETJ Z16-0018 Zoning Map EC -C RCR th eeCiPyYoffDentop and have been madeos dalPab ento the use.These on the Publi llnPormfst oo 'tct ThDe City of Denton) makeseeveey eff rt to peoduceeand publish the mostpourrenb Us rather dt accurate information posssble. No warprant iesthexp essetd or IlimplieoY are provided for the data herein, its use, or its Interpretation. Utilization ofthis map Indicates understanding and acceptance of th is statement. I Z16-0018 Notification Map M `p , 0 190 380 760 SITE W Feet :. Parcels COF DENTON.: Roads � vlopmen9 e[e D_ 9/12'2016 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, enpineerinp 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 efforto produce and publish the most current and accurate information possible. No warranties, expressedor implied, are provided for the data herein, its use, or its interpretation. Utilization ofthis map indicates understanding and acceptance of th is statement.