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2017-03-07 Agenda with Backup
Tuesday, March 7, 2017 City of Denton Meeting Agenda City Council City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com 1:00 PM Work Session Room & Council Chambers After determining that a quorum is present, the City Council of the City of Denton, Texas will convene in a Work Session on Tuesday, March 7, 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 March 7, 2017. 3. Work Session Reports A. ID 17-231 Receive a report, hold a discussion, and give staff direction regarding the FY 2015-16 Comprehensive Annual Financial Report and annual audit. Attachments: Exhibit 1 - FY 2015-16 CAFR Exhibit 2 - Single Audit Report Exhibit 3 - Auditor's Communication B. ID 17-289 Receive a report, hold a discussion and give staff direction regarding the use of the Prescott Tract at US 380 and Virginia St., which is currently owned by Denton Municipal Electric. Attachments: Exhibit 1 - Denton County Transportation Authority Letter of Interest Exhibit 2 - Teague Nall & Perkins Floodplain Study Exhibit 2a Map Exhibit 3 -Community Mixed Use Centers Allowable Uses Exhibit 4 - Employment Centers Allowable Uses C. ID 17-298 Receive a report from staff regarding key financial information, an update on the Denton Energy Center project, and the status of the current Capital Improvement Program. Attachments: Exhibit 1 - CIP Overview Final Exhibit 2 - DME 5 YEARS OF CAPITAL IMPROVEMENT PLANS D. ID 17-324 Receive a report; hold a discussion, and give staff direction regarding the FY 2017-18 Budget Process. City ofDenton Page 1 Printed on 3/3/2017 City Council Meeting Agenda March 7, 2017 Attachments: Exhibit 1 Presentation Exhibit 2 PUB Water and Wastewater Exhibit 3 PUB Solid Waste Following the completion of the Work Session, the City Council will convene in a Closed Meeting to consider specific items when these items are listed below under the Closed Meeting section of this agenda. The City Council reserves the right to adjourn into a Closed Meeting on any item on its Open Meeting agenda consistent with Chapter 551 of the Texas Government Code, as amended, or as otherwise allowed by law. 1. Closed Meeting: ANY FINAL ACTION, DECISION, OR VOTE ON A MATTER DELIBERATED IN A CLOSED MEETING WILL ONLY BE TAKEN IN AN OPEN MEETING THAT IS HELD IN COMPLIANCE WITH TEXAS GOVERNMENT CODE, CHAPTER 551, EXCEPT TO THE EXTENT SUCH FINAL ACTION, DECISION, OR VOTE IS TAKEN IN THE CLOSED MEETING IN ACCORDANCE WITH THE PROVISIONS OF §551.086 OF THE TEXAS GOVERNMENT CODE (THE `PUBLIC POWER EXCEPTION'). THE CITY COUNCIL RESERVES THE RIGHT TO ADJOURN INTO A CLOSED MEETING OR EXECUTIVE SESSION AS AUTHORIZED BY TEX. GOV'T. CODE, §551.001, ET SEQ. (THE TEXAS OPEN MEETINGS ACT) ON ANY ITEM ON ITS OPEN MEETING AGENDA OR TO RECONVENE IN A CONTINUATION OF THE CLOSED MEETING ON THE CLOSED MEETING ITEMS NOTED ABOVE, IN ACCORDANCE WITH THE TEXAS OPEN MEETINGS ACT, INCLUDING, WITHOUT LIMITATION §551.071-551.086 OF THE TEXAS OPEN MEETINGS ACT. Regular Meeting of the City of Denton City Council at 6:30 p.m. in the Council Chambers at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered: 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 17-285 National Pancake Day and Shriners Hospitals for Children Day in Denton B. ID 17-286 Poison Prevention Week 3. PRESENTATION FROM MEMBERS OF THE PUBLIC 1. ID 17-275 Bud Porter regarding ideas for helping to protect at -risk citizens. 2. ID 17-329 Brad French regarding small cell attachments. A. Review of procedures for addressing the City Council. B. Receive Scheduled Citizen Reports from Members of the Public. City ofDenton Page 2 Printed on 3/3/2017 City Council Meeting Agenda March 7, 2017 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 — _). This listing is provided on the Consent Agenda to allow Council Members to discuss or withdraw an item prior to approval of the Consent Agenda. If no items are pulled, Consent Agenda Items A — — below will be approved with one motion. If items are pulled for separate discussion, they may be considered as the first items following approval of the Consent Agenda. A. ID 17-072 Attachments: B. ID 17-172 Attachments: Consider adoption of an ordinance of the City of Denton, Texas amending the schedule of fees contained in Ordinance 2009-188 by adopting a new Development Services Department review and Engineering review fee schedule as authorized by the Denton Development Code for the City of Denton, and by repealing any provisions in conflict therewith and authorizing a refund of certain fees. Exhibit 1 - Ordinance Exhibit 2 - Refund Fee Schedule Consider approval of the minutes of December 6, and December 13, 2016; and January 3, January 9, January 10, and January 24, 2017. Exhibit 1 - December 6, 2016 Minutes 1 Exhibit 2 - December 6, 2016 Minutes 2 Exhibit 4 - January 3, 2017 Minutes Exhibit 5 - January 9, 2017 Minutes Exhibit 6 - January 10, 2017 Minutes 1 Exhibit 7 - January 10, 2017 Minutes 2 Exhibit 8 - January 24, 2017 Minutes C. ID 17-194 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) Peterbilt model 348 fuel truck for the City of Denton Fleet Department to be utilized by the Solid Waste and Recycling 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 6371 -awarded to Rush Truck Center, Crane in the amount of $251,025.21). The Public Utilities Board recommends approval (6-0). City ofDenton Page 3 Printed on 3/3/2017 City Council Meeting Agenda March 7, 2017 Attachments: Exhibit 1 -Quote moll aas"mMA P- msmo t ii Exhibit■- - •ilt Letter Exhibit 4 - - 4PUB Minutes Exhibit 5 -Ordinance D. ID 17-223 Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to make application to the Texas Department of Housing and Community Affairs Emergency Solutions Grant Program and take all other actions necessary to obtain funding and implement the program; and providing for an effective date. Attachments: Exh 1 - Informal Staff Reports 2016-062 & 2016-093 ESG Funding Loss Exhibit 2 - Proposed Ordinance E. ID 17-239 Consider adoption of an ordinance directing the publication of Notice of Intention to issue $36,610,000 in principal amount of Certificates of Obligation of the City of Denton for General Government and Solid Waste projects; and providing for an effective date. Attachments: Exhibit 1 - Ordinance Exhibit 2 - 2014 Bond Issuance Timeline F. ID 17-240 Consider adoption of an ordinance directing the publication of Notice of Intention to issue $71,640,000 in principal amount of Certificates of Obligation of the City of Denton for Waterworks and Sewer System and Electric System projects; and providing for an effective date. Attachments: Exhibit 1 - Ordinance G. ID 17-256 Consider adoption of an ordinance authorizing the City Manager to execute a professional services agreement for engineering services associated with the City of Denton Water Distribution System Master Plan; providing for the expenditure of funds therefor; and providing an effective date (File 6388 -awarded to Freese and Nichols, Inc. in an amount not -to -exceed $213,300). The Public Utilities Board recommends approval (6-0). Attachments: Exhibit 1 -Statement of Qualifications Exhibit 2 -PUB Minutes Exhibit 3 -Ordinance Exhibit 4 -Contract H. ID 17-280 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 Environmental Systems Research Institute, Inc. (ESRI) for the ESRI Small Enterprise License Agreement for the ArcGIS software suite licenses for an additional three (3) year period, extending the contract approved City Council on March 4, 2014, in the amount of $75,000; providing for the expenditure of funds therefor; and providing an effective date (File 5466 -providing for an additional expenditure amount not -to -exceed $78,000, with the total contract amount not -to -exceed $153,000). City ofDenton Page 4 Printed on 3/3/2017 City Council Meeting Agenda March 7, 2017 Attachments: Exhibit 1 -Original Contract Exhibit 2 -Ordinance Exhibit 3 -First Amendment L ID 17-281 Consider adoption of an ordinance accepting competitive proposals and awarding a three (3) year agreement for Collection Services for Utilities (Part A), and Fire/EMS and Miscellaneous Receivables (Part B) by and between the City of Denton, Texas and Credit Systems International, Inc.; providing for the expenditure of funds therefor; and providing an effective date (RFP 6133 Parts A and B -awarded to Credit Systems International, Inc. in the not -to -exceed amount of $243,817). The Public Utilities Board recommends approval (7-0). Attachments: Exhibit 1 -Evaluation and Ranking Exhibit 2 -PUB Minutes Exhibit 3 -Ordinance Exhibit 4 -Contract Section A Exhibit 5 -Contract Section B J. ID 17-282 Consider adoption of an ordinance accepting competitive proposals and awarding a three (3) year agreement for Collection Services for Municipal Court Fines (Part C), by and between the City of Denton, Texas and Linebarger, Goggan, Blair, and Sampson, LLP; providing for the expenditure of funds therefor; and providing an effective date (RFP 6133 Part C -awarded to Linebarger, Goggan, Blair, and Sampson, LLP in an amount which is contingent upon its monetary recoveries from persons, in accordance with the percentages expressed in attached contract). Attachments: Exhibit 1 -Evaluation And Ranking Sheet Exhibit 2 -Ordinance Exhibit 3 -Signed Contract K. ID 17-283 Consider adoption of an ordinance accepting competitive bids and awarding a public works contract for the repair of the north bound lanes of Colorado Boulevard from Mayhill Road to Loop 288; providing for the expenditure of funds therefor; and providing an effective date (RFP 5241 -awarded to Floyd Smith Concrete, Inc., in the not -to -exceed amount of $616,013.46). Attachments: Exhibit 1 -Project Map Exhibit 2 -Quote Exhibit 3 -Original Contract Exhibit 4 -Ordinance L. ID 17-284 Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the purchase of electric fault circuit indicators 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 6327 -awarded to Anixter Inc. in the amount of $225,000 and Techline, Inc. in the amount of $55,000 for a three (3) year total not -to -exceed of $280,000). City ofDenton Page 5 Printed on 3/3/2017 City Council Meeting Agenda March 7, 2017 Attachments: Exhibit 1 -Pricing and Evaluation Sheet Exhibit 2 -Ordinance Exhibit 3 -Anixter Inc. Contract Exhibit 4-Techline Inc. Contract M. ID 17-287 Consider adoption of an ordinance releasing, abandoning and vacating a 2.249 acre public drainage easement granted to the City of Denton, Texas, by Teasley Commons, Ltd. on August 5, 2004 and recorded as Instrument No. 2004-111117, Real Property Records, Denton County, Texas, situated in the C. Poulallier Survey, Abstract No. 1006, Denton County, Texas, and located within the 3200 block of Teasley Lane. [Minor Plat, Teasley Commons, Lots 5 & 6 Block A] Attachments: Exhibit 1 - Location Map Exhibit 2 - Pending Teasley Commons Exhibit 3 - Applicant request letter Exhibit 4 - 2004 Drainage Easement Exhibit 5 - Ordinance N. ID 17-293 Consider adoption of an ordinance accepting competitive proposals and awarding a public works contract for the construction of the Middle Road Entrance to the City of Denton ECO-W.E.R.C.S. facility to be located on South Mayhill Road; providing for the expenditure of funds therefor; and providing an effective date (RFP 6218C -awarded to Jagoe-Public Company in the not -to -exceed amount of $1,477,571). The Public Utilities Board recommends approval (6-0). Attachments: Exhibit 1 -Evaluation and Ranking Sheet Exhibit 2 -PUB Minutes Exhibit 3 -Ordinance Exhibit 4 -Contract O. ID 17-294 Consider adoption of an ordinance of the City of Denton, a Texas home rule municipal corporation ("City"), approving the exchange of a 4.936 acre tract owned by the City located in the David Hough Survey, Abstract, No. 646, Denton, Denton County, Texas ("City Property"), to Kevin Nelms and Richard Greb and wife, Nancy Greb ("Nelms-Greb), for a 3.457 acre tract owned by Nelms-Greb, also located in the David Hough Survey (Nelms-Greb Property), both tracts having comparable values of $537,530 (City Property) and $527,054 (Nelms-Greb Property); authorizing the City Manager in accordance with Texas Local Government Code § 272.001(b)(3) to execute a real estate exchange agreement with Nelms-Greb together with any other documents necessary to exchange the City Property for Nelms-Greb Property; and, providing an effective date. [Mayhill Road Widening - Nelms/Greb Parcel M137 M138 disposition] Attachments: Exhibit 1 - Location Map Exhibit 2 - Site Map Exhibit 3 - Ordinance P. ID 17-331 Consider adoption of an ordinance releasing, abandoning and vacating 0.037 acre City ofDenton Page 6 Printed on 3/3/2017 City Council Meeting Agenda March 7, 2017 and 0.159 acre of drainage easement granted to the City of Denton, Texas by Kevin Nelms, Richard Greb and wife, Nancy Greb recorded as Instrument No. 2014-26437, Real Property Records, Denton County, Texas, situated in the David Hough Survey, Abstract No. 646, Denton County, Texas, and generally located within the 2100 Block of South Mayhill Road; and declaring an effective date. [Mayhill Road Widening - Nelms/Greb Parcel M137 M138 disposition] Attachments: Exhibit 1 - Location Map Exhibit 2 - Site Map Exhibit 3 - Drainage Easemt Exhibit 4 - Ordinance Q. ID 17-306 Consider approval of a resolution creating an ad hoc City Council Committee and appointing Committee members to review policies related to employee sick leave and vacation benefits in the City of Denton, Texas and to advise the City Council with regard to these matters; and providing an effective date. Attachments: Exhibit 1 - Resolution 5. ITEMS FOR INDIVIDUAL CONSIDERATION — CONSIDERATION OF THE USE OF EMINENT DOMAIN TO CONDEMN REAL PROPERTY INTERESTS A. ID 17-330 Consider adoption of an ordinance of the City of Denton determining the public use, need, and necessity for the acquisition of a public water line easement encumbering a 0.148 acre tract of real property, as more particularly described in Exhibit "A", attached hereto and made a part hereof (the "Property Interests"), being generally located along the 3000 block of South Interstate Highway 35 East and situated in the D. Lombard Survey, Abstract No. 784, City and County of Denton, Texas; 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 his designee, to file eminent domain proceedings if necessary; authorizing the expenditure of funding; makings findings; providing a savings clause; and providing an effective date. (TxDOT I-35 E Grade Separation Project - water utility relocation component) Attachments: Exhibit 1 - Location Exhibit 2 - Site Map Exhibit 3 - Recommended Motion Exhibit 4 -Ordinance 6. ITEMS FOR INDIVIDUAL CONSIDERATION A. ID 17-278 Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a contract for the acquisition and installation of a Supervisory Control and Data Acquisition (SCADA) hardware and software system for Denton Municipal Electric (DME) Denton Energy Center (DEC) 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 City ofDenton Page 7 Printed on 3/3/2017 City Council Meeting Agenda March 7, 2017 competitive bidding; and providing an effective date (File 4074 -awarded to Open Systems International, Inc. (OSI) in the not -to -exceed amount of $446,331.80). The Public Utilities Board recommends approval (7-0). Attachments: Exhibit 1 -Quote Exhibit 2 -Vendor Sole Source Letter Exhibit 3 -Staff Memo Exhibit 4 -PUB Draft Minutes Exhibit 5 -Ordinance Exhibit 6 -Staff Presentation B. ID 17-291 Consider a request for an exception to Section 17-20 (d) of the Noise Ordinance for the purpose of hosting the Ashes 420 Festival, a music festival hosted by Ashes Smoke Shop. The event will be held in the parking lot at 420 S. Carroll Blvd., on Thursday, April 20, 2017, from II a.m. to midnight. An exception is specifically requested to increase sound levels from 70 to 75 decibels, and for an extension of hours from 10 p.m. to midnight. Attachments: Exhibit 1 Ashes Letter of Request 2017 Exhibit 2 Excerpt from Noise Ordinance Exhibit 3 Map of 420 S Carroll Blvd 7. PUBLIC HEARINGS A. A16 -0004a Hold the first of two public hearings for annexation of an approximately 4.7 acres of land, 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. Attachments: Exhibit 1 - Location Map F411111 1 WA E WITATIrel►1 Exhibit 3 - Draft Ordinance 8. CONCLUDING ITEMS A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. B. Possible Continuation of Closed Meeting topics, above posted. CERTIFICATE City ofDenton Page 8 Printed on 3/3/2017 City Council Meeting Agenda March 7, 2017 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 9 Printed on 3/3/2017 City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON Legislation Text File #: ID 17-231, Version: 1 Agenda Information Sheet DEPARTMENT: Finance ACM: Bryan Langley Date: March 7, 2017 SUBJECT Receive a report, hold a discussion, and give staff direction regarding the FY 2015-16 Comprehensive Annual Financial Report and annual audit. BACKGROUND Each year, the City hires an independent accounting firm to conduct an audit of the City's basic financial statements. The purpose of the audit is to express an opinion as to whether the City's financial statements present fairly, in all material respects, the financial position of the City. The annual audit report is comprised of four major components: 1) the Comprehensive Annual Financial Report (CAFR), 2) Management Letter (when appropriate), 3) Single Audit, and 4) Auditor's Communication to the Audit Committee. The CAFR represents the entire financial position of the City, specifically for the fiscal year ending September 30, 2016. The document includes the independent auditor's opinion of management's representations within the annual report. The auditors have provided the City a clean opinion (unqualified), which means that in the opinion of Pattillo, Brown & Hill, L.L.P. the City's financial statements present fairly, in all material respects, the financial position of the City. A clean or unqualified opinion is the best opinion that may be rendered in an audit of the financial statements. The audit specifically included the following items: Audit of the City's CAFR in accordance with generally accepted auditing standards. Performance of a Single Audit, which is an audit of the City's expenditures of State and Federal grant awards. An evaluation of the City's internal control over financial reporting. The auditor's examination of internal controls was conducted at a level sufficient to gain an understanding of the internal control structure to determine the nature, timing, and extent of audit procedures. The auditors did not perform an audit of internal controls, but performed limited tests of internal controls for the purpose of providing an opinion on the financial statements. Additionally, the auditors examined, on a test basis, evidence supporting amounts and disclosures in the combined financial statements. The City did not receive a management letter as there were no material weaknesses or recommendations for strengthening controls identified. The following points are highlighted as key financial information from the CAFR: 1. Overall positive financial results City of Denton Page 1 of 2 Printed on 3/3/2017 povveied by I_egivt9i IN File #: ID 17-231, Version: 1 2. Unassigned General Fund balance $28.070 million 25.4 % of FY 2015-16 final budgeted expenditures $705,315 increase from prior year. 3. Net Unrestricted Position of Enterprise Funds (Utility Funds) $140.0 million $27.4 million increase from prior year. Representatives from Pattillo, Brown & Hill, L.L.P. will be present at the City Council meeting to provide their opinion and to answer any questions that you may have. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On March 7, 2017, The Audit/Finance Committee also received a presentation on the CAFR and annual audit from representatives of Pattillo, Brown & Hill, L.L.P. 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 l: FY 2015-16 CAFR Exhibit 2: Single Audit Report Exhibit 3: Auditor's Communication Respectfully submitted: Chuck Springer, 940-349-8260 Director of Finance City of Denton Page 2 of 2 Printed on 3/3/2017 povveied by I_egist9i I;, Rendering of New Fire Stotion #2 '10010rons rMT210ra Comprehensive Annual Financial Report Fiscal Year Ending September 30, 2016 i VISION "Destination Denton" Denton is an identifiable and memorable destination and a community of opportunities. We achieve this by providing high quality of life through excellence in education, entertainment, and employment; neighborhood vitality and sustainability; environmental and financial stewardship; and superior public facilities and services. MISSION "Dedicated to Quality Service" The City of Denton will foster an environment that will deliver extraordinary quality service and products through stakeholder, peer group, and citizen collaboration; leadership and innovation; and sustainable and efficient use of resources. VALUES "We Care" We care about our people, our community, and our work. We do this with integrity, respect, and fairness. CITY OF DENTON, TEXAS COMPREHENSIVE ANNUAL FINANCIAL REPORT For the fiscal year ended September 30, 2016 CITY MANAGER Todd Hileman DEPUTY CITY MANAGER AND CHIEF OPERATIONS OFFICER Bryan Langley Prepared by: Chuck Springer Director of Finance Antonio Puente Harvey Jarvis Assistant Director of Finance Controller Kevin Ann Mullen, CPA Cody Wood Assistant Controller Assistant Controller Mary Dickinson Ed Lane, CPA Electric Business Manager Senior Accountant Kurt Breyfogle Catherine Bai, CPA Senior Accountant Senior Accountant Cindy Liang, CPA Katy Magee Accountant Accountant Lori Allen Becky Buck Accounting Technician Electric Analyst Nancy Towle Caroline Finley Budget Manager Treasury Administrator City of Denton, Texas Comprehensive Annual Financial Report For Year Ended September 30, 2016 TABLE OF CONTENTS Page INTROD UCTOR Y SECTION (UNAUDITED): TransmittalLetter................................................................................................................................................. i OrganizationalChart ........................................................................................................................................ viii Certificateof Achievement................................................................................................................................. ix Listof Principal Officials.....................................................................................................................................x FINANCIAL SECTION: IndependentAuditor's Report .............................................................................................................................. l Management's Discussion and Analysis.............................................................................................................5 Basic Financial Statements: Government -wide Financial Statements: Statementof Net Position.....................................................................................................................15 Statementof Activities..........................................................................................................................16 Fund Financial Statements: Governmental Fund Financial Statements: BalanceSheet.................................................................................................................................18 Reconciliation of the Balance Sheet of Governmental Funds to the Statement of Net Position.... 19 Statement of Revenues, Expenditures and Changes in Fund Balances..........................................20 Reconciliation of the Statement of Revenues, Expenditures, and Changes in Fund Balances of Governmental Funds to the Statement of Activities..............................................................21 Statement of Revenues, Expenditures and Changes in Fund Balance — Budget to Actual GeneralFund...............................................................................................................................23 Proprietary Fund Financial Statements: Statementof Net Position...............................................................................................................24 Statement of Revenues, Expenses and Changes in Fund Net Position..........................................28 Statementof Cash Flows................................................................................................................30 Fiduciary Fund Financial Statements: Statement of Assets and Liabilities................................................................................................32 Notes to Basic Financial Statements...........................................................................................................33 Required Supplementary Information: Schedule of Changes in Net Pension Liability and Related Ratios — Texas Municipal Retirement System— Last Fiscal Year..............................................................................................................75 Schedule of Changes in Net Pension Liability and Related Ratios — Denton Firemen's Relief and Retirement Fund — Last Fiscal Year........................................................................................76 Schedule of Contributions — Texas Municipal Retirement System — Last Ten Fiscal Years......................77 Schedule of Contributions — Denton Firemen's Relief and Retirement Fund — Last Ten Fiscal Years ......78 Schedule of Other Postemployment Benefits — Funding Progress and Contributions — LastThree Valuation Years..................................................................................................................79 Combining and Individual Fund Financial Statements and Schedules: Schedule of Revenues, Expenditures and Changes in Fund Balances — Budget to Actual: DebtService Fund................................................................................................................................81 Combining Balance Sheet — Nonmaj or Governmental Funds..................................................................... 84 Combining Statement of Revenues, Expenditures and Changes in Fund Balances Nonmajor Governmental Funds............................................................................................................86 City of Denton, Texas Comprehensive Annual Financial Report For Year Ended September 30, 2016 TABLE OF CONTENTS (Continued) STATISTICAL SECTION (UNAUDITED) Table Page FINANCIAL SECTION (continued): 1 Combining and Individual Fund Financial Statements and Schedules (continued): Schedule of Revenues, Expenditures and Changes in Fund Balances — Budget to Actual: Changes in Net Position..........................................................................................................................110 Recreation....................................................................................................................................... 88 PoliceConfiscation........................................................................................................................89 Touristand Convention..................................................................................................................90 Changes in Fund Balances of Governmental Funds................................................................................116 StreetImprovement Fund............................................................................................................... 91 GasWell Revenues Fund...............................................................................................................92 Citizens' Park Trust........................................................................................................................93 Property Tax Rates (Per $100 of Assessed Value) — Direct and Overlapping Governments..................120 Combining Statement of Net Position — Internal Service Funds.................................................................96 7 Combining Statement of Revenues, Expenses and Changes in Fund Net Position - InternalService Funds..........................................................................................................................98 Property Tax Levies and Collections......................................................................................................124 Combining Statement of Cash Flows — Internal Service Funds................................................................100 9 Combining Statement of Changes in Assets and Liabilities — Agency Funds ..........................................102 Capital Assets Used in the Operation of Governmental Funds: Ratio of General Bonded Debt Outstanding............................................................................................128 Comparative Schedules by Source............................................................................................................103 11 Schedule by Function and Activity...........................................................................................................104 Schedule of Changes by Function and Activity........................................................................................105 Pledged Revenue Coverage.....................................................................................................................130 STATISTICAL SECTION (UNAUDITED) Table 1 Net Position by Component....................................................................................................................108 2 Changes in Net Position..........................................................................................................................110 3 Fund Balances of Governmental Funds..................................................................................................114 4 Changes in Fund Balances of Governmental Funds................................................................................116 5 Assessed Value and Estimated Actual Value of Taxable Property .........................................................118 6 Property Tax Rates (Per $100 of Assessed Value) — Direct and Overlapping Governments..................120 7 Principal Property Taxpayers..................................................................................................................122 8 Property Tax Levies and Collections......................................................................................................124 9 Ratio of Outstanding Debt by Type.........................................................................................................126 10 Ratio of General Bonded Debt Outstanding............................................................................................128 11 Direct and Overlapping Governmental Activities Debt..........................................................................129 12 Pledged Revenue Coverage.....................................................................................................................130 13 Demographic and Economic Statistics....................................................................................................132 14 Principal Employers................................................................................................................................133 15 Full -Time Equivalent City Government Employees by Function/Program............................................134 16 Operating Indicators by Function/Program.............................................................................................136 17 Capital Asset Statistics by Function/Program.........................................................................................138 OTHER SUPPLEMENTAL INFORMATION: Schedule of Expenditures — Budget and Actual — General Fund..............................................................141 1 March 2, 2017 The Honorable Mayor and Members of the City Council City of Denton Denton, Texas It is with great pleasure that we present to you a copy of the Comprehensive Annual Financial Report (CAFR) of the City of Denton (the City) for the fiscal year ended September 30, 2016. The purpose of the report is to provide the City Council, management, citizens, and other interested parties with detailed information concerning the City's financial condition. THE REPORT The Texas Local Government Code (§ 103.001) requires an annual audit for municipalities. In addition, the City Charter (Section 2.13) requires a Certified Public Accountant who, as of the end of the fiscal year, shall make an "independent audit of accounts" and prepare a report to the City Council and the City Manager. This document fulfills the above mentioned requirements, and the independent auditor's opinion is included in the report for the fiscal year ended September 30, 2016. The CAFR is presented in three main sections: Introductory, Financial, and Statistical. The Introductory Section includes this transmittal letter, the City's organizational chart, and a list of principal officials. The Financial Section includes the Management's Discussion and Analysis (MD&A), Basic Financial Statements, Required Supplementary Information, Combining and Individual Fund Financial Statements, along with the independent auditors' report. The Statistical Section and Other Supplementary Information include selected financial and demographic information, generally presented on a multi-year basis. The responsibility for both the accuracy of the presented information and the completeness and fairness of the presentation of the data, including all disclosures, rests with the City. To the best of our knowledge and belief, the enclosed data is accurate in all material respects and is reported in a manner designed to fairly present the results of our operations in each of the various funds reported by the City. All disclosures necessary to enable the reader to gain an understanding of the City's financial activities have been included. The accounting firm of Pattillo, Brown & Hill L.L.P. has issued an unmodified opinion on the City of Denton's financial statements for the period ended September 30, 2016. As a recipient of federal and state grant awards, a separate audit is prepared to meet the requirements of the Single Audit Act Amendments of 1996 and related OMB Circular A-133. As a part of the City's single audit, tests are conducted to determine that the City has complied with applicable laws and regulations related to federal awards. Management's Discussion and Analysis (MD&A) immediately follows the independent auditors' report and provides a narrative introduction, overview, and analysis of the basic financial statements. The MD&A complements this letter of transmittal and should be read in conjunction with it. PROFILE OF THE GOVERNMENT Originally incorporated on September 26, 1866, the City of Denton is now 97.411 square miles and has an estimated population of 122,749. The City is a home rule city and operates under the Council -Manager form of government. The elected seven -member council consists of a Mayor and six Council Members. The Mayor and two Council Members are elected at large, while the remaining representatives are elected from single member districts. The City Council enacts local laws, determines policy, and adopts the annual budget, and the City Manager is the chief executive officer for the City. The City of Denton is located in the northern portion of the Dallas/Fort Worth Consolidated Metropolitan Statistical Area (CMSA). The City is a part of the Dallas/Fort Worth Metroplex, and is situated at the apex of a triangle based by Dallas (37 miles to the southeast) and Fort Worth (35 miles to the southwest) providing excellent access to and from all parts of the area. The City provides a full range of general government services to its citizens including: public safety (police and fire protection); public works (construction and maintenance of highways, streets and infrastructure); parks and recreation; library; planning and zoning; economic development; and general administrative services. The City's enterprise fund operations consist of a utility system, solid waste, and airport operations. The City's utility system provides electric, water and wastewater services. The internal service operations consist of the Materials Management, Fleet Services, Risk Retention, Health Insurance, Engineering Services and Technology Services funds. The Materials Management Fund accounts for the financing of Warehouse and Purchasing services which are provided to other City departments. The Fleet Services Fund accounts for the financing of goods and services provided by the municipal garage to other departments within the City. The Risk Retention Fund accounts for the accumulation of resources for the payment of workers' compensation, general liability claims, and insurance policies. The Health Insurance Fund accounts for administration of the self-insurance program for health coverage in the City. The Engineering Services Fund accounts for the provision of internal engineering services to various City operations and capital projects. The Technology Services Fund provides support for the various information and computer systems within the City. The financial statements presented include all government activities, organizations, and functions for which the City is financially accountable as defined by the Governmental Accounting Standards Board (GASB). LOCAL ECONOMY The City of Denton's tax base continues to grow with an average growth rate of 5.45% over the last 10 years. Recently, the City's tax base grew by 11.72% in FY 2014-15, 8.54% in FY 2015-16 and 8.38% in FY 2016-17. After property tax revenues, the second largest source of revenue in the General Fund is sales tax. Representing approximately 32% of overall revenue in the General Fund, sales tax is a significant revenue source that is dependent upon a variety of economic factors. For FY 2015-16, total sales tax revenues equaled $32,624,298, which is $2,022,333 or 6.6%, more than the prior year collections of $30,601,965. For FY 2016-17, sales tax collections are conservatively budgeted to increase by 0.7% over FY 2015-16 actual receipts. Increased strength in employment and growth in new residential and commercial construction are leading indicators of continued growth in the City's property tax base and sales tax collections. The City of Denton's not seasonally adjusted unemployment rate remains well below state and national levels at 3.3 percent in 2016 which remained at the same level as 2015. The City of Denton has issued 618 residential and commercial building permits for calendar year 2016, at an estimated value of $388 million. This compares to atotal of 816 commercial and residential permits issued for calendar year 2015 at an estimated value of $495 million. The following two charts highlight the strength of the local economy over the last ten years by displaying the City of Denton's unemployment rate compared to Texas and the United States and the taxable property values per capita in the City of Denton. 11 Annual Unemployment Rate for U.S., Tees, and Denton (foot seasonally Adjusted) 10.0% Taxable Property Value Per Capita (City of [penton) ui Fiscal year 2015-16 brought exciting news in economic development. Listed below are just a few of the highlights: Peterbilt, which opened its plant in Denton in 1980, manufactures a full line of on -highway, vocational, and medium -duty trucks. Peterbilt's 100 -acre complex on Airport Road includes a 455,000 manufacturing plant and a brand new 102,000 stand-alone building that was completed in December 2016. The new building, which represents a capital investment of about $30 million, houses testing, alignment, and touch-up paint operations and allows for improved product flow and operational efficiencies. What's more, it frees up space in the plant for the production of new products in the coming years. The project represents the largest facility investment since the construction of the original Denton plant. Sally Beauty moved its corporate headquarters from New Orleans to Denton in 1982. At that time, the company had 119 stores in the United States. Today, Sally Beauty Holdings is a leading international specialty retailer and distributor of professional beauty supplies, with more than 5,000 company stores and ten distribution centers world-wide. In early 2016, Sally Beauty began an interior remodel of its 3900 Morse Street property to accommodate more employees, including 80 new positions in accounting and finance, customer service, credit and collections, ecommerce, and web content. The estimated total cost of the project is $7.5 million. • Denton welcomed a new corporate headquarters facility to the Denton Enterprise Airport. Med-Trans, a fast-growing helicopter ambulance company, broke ground on its 35,000 -square -foot training, office, and hangar facility in late 2016. Med-Trans partners with hospital systems, medical centers, and emergency medical service agencies and has a fleet of 75 aircraft and more than 80 bases in 25 states. • WinCo Foods, an employee owned supermarket company with stores in eight states in the western U.S., has constructed an 850,000 -square -foot regional distribution facility in Denton's Westpark Industrial Park. Opening in early 2017, the facility will employ 165 and have an annual payroll of about $7.2 million. • Stoke, Denton's new coworking space opened in August 2016 in the Railyard, a transit -oriented mixed use development in Downtown Denton. Stoke is an economic development project of the City of Denton which is designed to support local entrepreneurship and technological innovation. Stoke is managed by the Dallas Entrepreneur Center and is part of its network that includes The DEC, the Addison Treehouse, and the San Antonio Entrepreneur Center. • The Rayzor Ranch mixed-use development is located on both the north and south sides of US Highway 380 in Denton. Rayzor Ranch Marketplace, on the north side of the development, has constructed over 400,000 square feet of retail and commercial space. Sam's Club and Wal-Mart anchor the Market Place with 137,381 and 189,929 square feet, respectively. Some of the new stores in the Marketplace include: Guitar Center and Taco Cabana. Two phases are planned for the Rayzor Ranch Town Center, located on the south side of the development. The first phase of Heritage Trail Boulevard has been completed. Construction on the second phase will begin soon and will allow access to the two phases on the east side of the development. The following retail tenants have opened in Phase I of the Town Center: WinCo Foods, Chili's, Raising Canes, Chipotle, Firehouse Subs, Sleep Number Beds, Luxe Nail Salon and Great Clips. This phase also includes plans for In -N -Out Burger, Rooms -To -Go, and a movie theatre. Construction is also underway for a convention center and hotel described in more detail in the next paragraph. • O'Reilly Hotel Partners Denton (OHPD) broke ground on its 70,000 -square -foot convention center, 300 - room Embassy Suites hotel, and Houlihan's restaurant project in March 2016. As a major anchor for the Rayzor Ranch Town Center, the project will capitalize on the planned shopping, entertainment, and 1V restaurants located nearby. Slated to open in late fall 2017, bookings for 2018 conventions and meetings are being taken at this time. LONG-TERM FINANCIAL PLANNING In conjunction with this document, interested parties are encouraged to read the City of Denton's FY 2016-17 Annual Budget document. This document details the City's strategic plan, long-term financial policies, program accomplishments, and other key initiatives. The document also includes the long-term financial forecasts for each of the major funds, and a summary of the assumptions that are included in these plans. In addition, the budget document provides an overview of the adopted Capital Improvement Program and planned future debt issuances. The budget document can be obtained from the City of Denton's Finance Department by calling (940) 349-8260. The Annual Budget can also be accessed through the City's web site at www.citvofdenton.com and selecting Financial Transparency under the "Open Government" link. RELEVANT FINANCIAL POLICIES The City of Denton maintains reserve balances for emergencies. In the General Fund, the target reserve level is a minimum of 20% of budgeted expenditures with an additional 5% resiliency reserve for a combined total of 25% to provide stability and flexibility for the organization. The actual reserve level has exceeded this target for the current fiscal year. As described in the accompanying CAFR document, the unassigned fund balance is $28.1 million, or 25.4%, of the budgeted General Fund expenditures for the fiscal year ended September 30, 2016. Beginning in FY 2011-12, the City adopted a policy which requires a minimum ending working capital balance (current assets minus current liabilities) of at least 8% of budgeted expenditures for the Electric, Water, Wastewater and Solid Waste Funds. If the working capital level should fall below the desired minimum, the City will implement necessary corrective action with a five-year plan to restore the working capital balance to 8% of budgeted expenditures. Additionally, rate reserve levels were established for the Electric, Water, Wastewater, and Solid Waste Funds in FY 2011-12 according to the unique operational aspects of each utility. The rate reserve levels were most recently revised in FY 2015-16 based on the factors of revenue stability, expense and demand volatility, infrastructure age, debt levels and management plans for the use of these reserves. The rate reserve level is established at a range of 8% to 12% of expenses for the Electric Fund, at a range of 20% to 31 % of expenses for the Wastewater Fund, at a range of 25% to 42% of expenses for the Water Fund, and at a range of 6% to 10% of expenses for the Solid Waste Fund. If the rate reserve level falls below the range, the City will implement necessary corrective action within a five-year plan to restore the balances to the levels outlined above. The City of Denton has adopted an Investment Policy which guides the investment of all City funds. In accordance with State law, the policy is reviewed annually by the City Council to ensure that public funds are being invested in a conservative and prudent fashion. In addition, the City also annually reviews and approves a Debt Management policy. The purpose of this policy is to provide general guidelines regarding the issuance of City debt and the use and limitation of such debt. The City complied with all aspects of the Investment and Debt Management policies during FY 2015-16. MAJOR INITIATIVES In FY 2015-16, the City continued to emphasize street maintenance and repair activities as funding in the Street Improvement Fund was increased by $934,397. The staffing level in this fund was increased with the addition of five staff positions for an additional street maintenance crew and the purchase of an asphalt recycler. Transportation funding was increased by $20,000 for an expanded bicycle and pedestrian education and safety program. In addition to improving the City's street infrastructure, the enhancement of public safety is also identified in the Strategic Plan as a major initiative. Accordingly, the FY 2015-16 General Fund budget included $1,518,304 in funding enhancements for public safety programs. These enhancements included the addition of a six personnel to form a new medic unit for the City's Fire Station 47 and three additional fire inspector positions. v Funding was also included in the Police Department for a Patrol Supervisor to oversee the Downtown unit, additional body cameras, and a civilian records clerk to perform criminal case filings. Employee compensation remained a continuing priority for FY 2015-16 with an average 3% merit increase provided to all employees along with eligible step increases for all police and fire civil service personnel. In addition, funding was provided for equity pay adjustments for employees whose salary was below the market rate for their positions. Another major funding program was improvements and enhancements to the development review process through the additional funding of $1,138,579 which added six additional positions in the building and health inspections divisions, two additional planning positions, and one GIS technician. This funding also included the assessment and reworking of the City's development code. AWARDS AND ACKOWLEDGEMENTS The Government Finance Officers' Association (GFOA) awarded a Certificate of Achievement for Excellence in Financial Reporting to the City for its Comprehensive Annual Financial Report for the fiscal year ended September 30, 2015, for the thirty first consecutive year. In order to be awarded the Certificate of Achievement in Financial Reporting, the City must publish an easily readable and efficiently organized Comprehensive Annual Financial Report. This report satisfies both generally accepted accounting principles and applicable legal requirements. The Certificate of Achievement is held for a period of one year only. We believe our current Comprehensive Annual Financial Report continues to meet the Certificate of Achievement requirements, and we are submitting it to GFOA to determine its eligibility for another certificate. The City also received the GFOA award for Distinguished Budget Presentation for its fiscal year 2015-16 Annual Budget for the thirtieth consecutive year. In order to qualify for the Distinguished Budget Presentation Award, the City's budget document was judged according to its compliance with specific guidelines established by GFOA. These guidelines help ensure that Denton's budget is distinguished as an operations guide, financial plan, policy document, and communications device. The City has submitted its fiscal year 2016-17 Annual Budget to GFOA to determine its eligibility for another certificate. We believe it continues to meet the Distinguished Budget Presentation Award criteria. In 2016, the City's Purchasing Department earned the Excellence in Procurement Award from the National Purchasing Institute, Inc. (NPI) for the eighteen year in a row. This award is achieved by those organizations that demonstrate excellence in procurement by achieving a high score on standardized criteria designed to measure innovation, professionalism, productivity, and leadership. NPI represents purchasing officials employed by national, state, and local governments; educational institutions; and tax -supported and public entities throughout the country. We would like to thank the City Council for their strong leadership and support that helped make the presentation of this report possible. We would also like to thank the City Manager, Finance staff, department directors, division heads and especially the Accounting Division staff for their diligent efforts in the preparation of the annual financial report. Bryan Langley Chuck Springer Deputy City Manager Director of Finance vi 1 Current Organizational Chart Citizens City Council Boards, Commissions, & Committees Municipal Judge Deputy City Manager Administrative Services City Manager's Office City Secretary Public Communications Reprographics Finance Accounting/ Budget/ Treasury Municipal Court Human Resources Risk Management/ Health Ins. Technology Services Library Parks & Recreation Transportation Fleet Services Facilities Management Airport Economic Development Customer Service City Attorney Internal Audit City Manager Assistant City Manager Capital Projects -[ Drainage [ Street Improvement Fund Traffic Control / Street Lighting Engineering Design Real Estate Solid Waste Operations Engineering Services Development Review Public Works Inspection Utilities Water Operations Wastewater Operations Environmental Services Fire Community Improvement Services Police Animal Services Community Affairs Electric Operations Development Services Planning Building Inspections Gas Well Review Community Development Organizational Chart After Reorganization Effective February 20, 2017 Materials Management s A Certificate of Achievement for Excellence in Financial N = - For its Comprehensive Annual Financial Report for the Fiscal Year Ended Executive Director/CEO CITY OF DENTON, TEXAS List of Principal Officials ELECTED OFFICIALS Title Name Mayor Chris Watts Councilmember, District 1, Mayor Pro Tem Kevin Roden Councilmember, District 2 Keely Briggs Councilmember, District 3 Kathleen Wazny Councilmember, District 4 Joey Hawkins Councilmember, At Large Place 5 Dalton Gregory Councilmember, At Large Place 6 Sara Bagheri CITY OFFICIALS* Title Name City Manager Todd Hileman Deputy City Manager / Chief Operations Officer Bryan Langley Assistant City Manager Howard Martin Assistant City Manager Jon Fortune Interim City Attorney Aaron Leal Municipal Judge Robin Ramsay City Secretary Jennifer Walters *City officials after reorganization effective February 20, 2017 x I CERTIFIED PUBLIC ACCOUNTANTS a BUSINESS CONSULTANTS INDEPENDENT AUDITOR'S REPORT To the Honorable Mayor and Members of the City Council City of Denton, Texas Report on the Financial Statements We have audited the accompanying financial statements of the governmental activities, the business -type activities, each major fund, and the aggregate remaining fund information of City of Denton, Texas, as of and for the year ended September 30, 2016, and the related notes to the financial statements, which collectively comprise City of Denton, Texas' basic financial statements as listed in the table of contents. 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 opinions on these financial statements based on our audit. We conducted our audit 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. N%;A0Y_ "1'X 1))1 N\-1 kligh"av 6 x,710 �t �ru.)�blr� p�3.rom wept S'I'NN .I.X 28 I 6 I .ti_' > ) RIO CH kNDE VAIA1:1� AA 956,5 4'1.l 1781 Alltl Q1 1,111Q1 V. N%I 5f 1.,.200.5904 We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. Opinions In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities, the business -type activities, each major fund, and the aggregate remaining fund information of City of Denton, Texas, as of September 30, 2016, and the respective changes in financial position and, where applicable, cash flows thereof and the respective budgetary comparison for the General Fund for the year then 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, schedules of changes in net pension liability and related ratios, schedules of contributions, and the schedule of funding progress for the post -employment benefits plan 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 opinions on the financial statements that collectively comprise City of Denton, Texas' basic financial statements. The introductory section, combining and individual fund financial statements and schedules, capital assets schedules, and the statistical section are presented for purposes of additional analysis and are not a required part of the basic financial statements. The combining and individual financial statements and schedules and the capital assets schedules are the responsibility of management and were derived from and relates 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 combining and individual financial statements and schedules and the capital assets schedules are fairly stated, in all material respects, in relation to the basic financial statements as a whole. The introductory and statistical sections have not been subjected to the auditing procedures applied in the audit of the basic financial statements, and accordingly, we do not express an opinion or provide any assurance on them. 2 Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated March 2, 2017 on our consideration of City of Denton, Texas' internal control over financial reporting and on our tests 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 Government Auditing Standards in considering City of Denton, Texas' internal control over financial reporting and compliance. Waco, Texas March 2, 2017 3 1 CITY OF DENTON, TEXAS MANAGEMENT'S DISCUSSION AND ANALYSIS SEPTEMBER 30, 2016 The Management's Discussion and Analysis is designed to (a) assist the reader in focusing on significant financial issues, (b) provide an overview of the City's financial activity, (c) identify changes in the City's financial position (its ability to address the next and subsequent years' challenges), (d) identify any material deviations from the financial plan (the approved budget), and (e) identify individual fund issues or concerns. Since the Management's Discussion and Analysis (MD&A) is designed to focus on the current year's activities, resulting changes and currently known facts, please read it in conjunction with the Transmittal Letter (beginning on page i) and the City's financial statements (beginning on page 15). FINANCIAL HIGHLIGHTS • The assets of the City exceeded its liabilities at the close of the fiscal year ended September 30, 2016 by $775,883,245 (net position). Of this amount, $147,614,024 (unrestricted net position) may be used to meet the government's ongoing obligations to citizens and creditors. • The City's total net position on the statement of net position increased by $59,735,226 in fiscal year 2016. • As of September 30, 2016, the City's governmental funds reported combined fund balances of $124,749,799, an increase of $11,755,476 in comparison with the prior fiscal year. Compared to the prior year, revenues were higher by $4.4 million due primarily to higher property and sales tax of $6.7 million, franchise fees of $0.7 million, licenses and permits of $0.3 million, fees for service of $1.5 million and investment revenue of $0.3 million. The higher revenues were offset by lower intergovernmental revenues of $5.0 million, and fines and forfeitures of $0.1 million. Expenditures reflect higher costs for public safety of $3.1 million, higher costs for general government of $1.7 million, higher costs for parks and recreation of $0.7 million, and higher capital expenditures of $2.3 million. The higher expenditures were offset by lower public works expenses of $0.8 million. Total expenditures of the City's combined governmental funds are $9.0 million higher than the prior year. New proceeds from the issuance of long-term debt added $22.8 million in new funding. Net transfers increased by $0.1 million, from $1.5 million in fiscal year 2015, to $1.6 million in fiscal year 2016. Approximately 22.3% of the $124,749,799, or $27,828,145, is available for spending at the government's discretion (unassigned fund balance) The City's total noncurrent liabilities, including other noncurrent liabilities, increased by $77,659,719 during the fiscal year. The primary reasons for the changes are the issuance of $28.9 million of general obligation refunding and improvement bonds, $83.3 million of certificates of obligation, and the issuance of $38.4 million of general obligation refunding bonds, offset by the normal pay down of general obligation bonds and certificates of obligation of $38.4 million, and the normal pay down of revenue bonds of $10.2 million. The general obligation refunding bonds refunded $4.5 million of general obligation bonds, $10.4 million of certificates of obligation and $53.1 million of revenue bonds. All utility revenue bonds were refunded and are no longer reflected in the City's financial statements. In addition to issuance and pay down of debt, the City increased total noncurrent liabilities for pensions by $26.5 million and other post -employment benefit obligations by $2.6 million. Additional information on the City's long-term debt can be found in note IV. G. on pages 52 - 56 of this report. OVERVIEW OF THE FINANCIAL STATEMENTS The Management's Discussion and Analysis is intended to serve as an introduction to the City of Denton's basic financial statements. The City's basic financial statements are comprised of three components: (1) government - wide financial statements, (2) fund financial statements and (3) notes to the financial statements. This report also contains other supplementary information in addition to the basic financial statements themselves. Government -wide Financial Statements. The government -wide financial statements are designed to provide readers with a broad overview of the City's finances in a manner similar to a private -sector business. The statement of net position presents information on all of the City's assets, liabilities, deferred inflows, and deferred outflows with the difference reported as net position. Over time, increases or decreases in net position may serve as a useful indicator of whether the financial position of the City is improving or deteriorating. CITY OF DENTON, TEXAS MANAGEMENT'S DISCUSSION AND ANALYSIS (continued) SEPTEMBER 30, 2016 The statement of activities presents information showing how the City's net position changed during the most recent fiscal year. All of the current year's revenues and expenses are taken into account regardless of when cash is received or paid. Thus, revenues and expenses are reported in this statement for some items that will only result in cash flows in future fiscal periods (e.g., uncollected taxes and earned but not used vacation leave). Both the statement of net position and the statement of activities are prepared using the accrual basis of accounting as opposed to the modified accrual basis. In its Statement of Net Position and the Statement of Activities, the City is divided between two kinds of activities: Governmental activities. Most of the City's basic services are reported here, including police, fire, libraries, development, public services and operations, public works, building inspection, technology services and general administration. Property taxes, sales taxes, and franchise fees finance most of these activities. Business -type activities. The City charges a fee to customers to cover the cost of services it provides. The City's utility systems (electric, water and wastewater), solid waste and airport activities are reported here. The government -wide financial statements can be found on pages 15 - 17 of the report. Fund Financial Statements. A fund is a grouping of related accounts used to maintain control over resources that have been segregated for specific activities or objectives. Fund financial statements provide detailed information about the most significant funds, not the City as a whole. Some funds are required to be established by state law or bond covenants. However, the City Council establishes many other funds to help it control and manage money for particular purposes or to show that it is meeting legal responsibilities for using certain taxes, grants and other monies. The below illustration summarizes the major features the City's financial statements. Major Features of City of Denton's Government -wide and Fund Financial Statements Fund Statements Government -wide Statements Governmental Funds Proprietary Funds Required financial Statement of net position Balance Sheet Statement of net position statements Statement of activities Statement of revenues, Statement of revenues, expenditures and changes in expenses and changes in net fund balances position Statement of cash flows Types of asset/liability All assets and liabilities, Only assets expected to be All assets and liabilities, both information both financial and capital, used up and liabilities that financial and capital, short - short -term and long-term come due during the year or term and long-term soon thereafter; no capital assets included CITY OF DENTON, TEXAS MANAGEMENT'S DISCUSSION AND ANALYSIS (continued) SEPTEMBER 30, 2016 All of the funds of the City can be divided into three categories: governmental funds, proprietary funds and fiduciary funds. Governmental funds. The majority of the City's basic services are reported in governmental funds, which focus on how money flows into and out of those funds and the balances left at year-end that are available for spending. These funds are reported using an accounting method identified as the modified accrual basis of accounting, which measures cash and all other financial assets that can readily be converted to cash. The governmental fund statements provide a detailed short-term view of the City's general government operations and the basic services it provides. Governmental fund information helps the reader determine whether there are more or fewer financial resources that can be spent in the near future to finance the City's programs. By comparing information presented for governmental funds with similar information presented for governmental activities in the government -wide financial statements, readers may better understand the long-term impact of the government's near-term financing decisions. The relationship or differences between governmental activities (reported in the Statement of Net Position and the Statement of Activities) and governmental funds are detailed in a reconciliation following the fund financial statements. The City of Denton maintains twelve governmental funds. Information is presented separately in the governmental funds balance sheet and in the governmental funds statement of revenues, expenditures and changes in fund balances for the general fund, debt service fund and capital projects fund, all of which are considered to be major funds. Data from the other nine governmental funds are combined into a single, aggregated presentation. Individual fund data for eight of these non -major governmental funds, along with an aggregate of all other governmental funds, is provided in the form of combining statements elsewhere in this report. Proprietary funds. The City charges customers for certain services it provides, whether to outside customers or to other units within the City. These services are generally reported in proprietary funds. Proprietary funds are reported in the same manner that all activities are reported in the Statement of Net Position and the Statement of Activities. In fact, the City's enterprise funds (a component of proprietary funds) are similar to the business -type activities that are reported in the government -wide statements but provide more detail and additional information, such as cash flows. The internal service funds (the other component of proprietary funds) are utilized to report activities that provide supplies and services for the City's other programs and activities, such as the City's municipal warehouse, the City's self-insurance fund, and the City's equipment maintenance function. Because these services benefit both governmental and business -type functions, they have been included in both the governmental and business -type activities in the government -wide financial statements. The City of Denton maintains five enterprise funds. The City uses enterprise funds to account for its electric, water, wastewater, solid waste, and airport operations. The funds provide the same type of information as the government -wide financial statements, only in more detail and include the internal service fund -type activity. The City considers all enterprise funds to be major funds. Fiduciary funds. Fiduciary funds are used to account for resources held for the benefit of parties outside the government. Fiduciary funds are not reflected in the government -wide financial statement because the resources of those funds are not available to support the City's own programs. The accounting used for fiduciary funds is much like that used for proprietary funds. Agency funds are a component of fiduciary funds. Agency funds differ from other fiduciary funds in that they do not typically involve a formal trust agreement. Agency funds are used to account for situations where the City's role is purely custodial, such as receipt, temporary investment and remittance of fiduciary resources to individuals, private organizations, or other governments. The City maintains one fiduciary fund, an agency fund. The City uses agency funds to account for the collection and payment of property and evidence, temporary developer holdings and other similar relationships. CITY OF DENTON, TEXAS MANAGEMENT'S DISCUSSION AND ANALYSIS (continued) SEPTEMBER 30, 2016 Notes to the financial statements. The notes provide additional information that is essential to a full understanding of the data provided in the government -wide and fund financial statements. The notes to the financial statements can be found on pages 33 - 74 of this report. GOVERNMENT -WIDE FINANCIAL ANALYSIS As of September 30, 2016, the City's combined net position were $775,883,245, of which $155,426,031 can be attributed to governmental activities and $620,457,214 attributed to business -type activities. This analysis focuses on the net position (Table 1) and changes in net position (Table 2) of the City's governmental and business -type activities. The largest portion of the City's net position (78.1%) reflects its investment in capital assets (e.g., land, building, machinery and equipment), less any related debt used to acquire those assets that is still outstanding. The City uses these capital assets to provide services to citizens; consequently, these assets are not available for future spending. Although the City's investment in its capital assets is reported net of related debt, it should be noted that the resources needed to repay this debt must be provided from other sources, since the capital assets themselves cannot be used to liquidate these liabilities. Table 1 Net Position (in thousands) Governmental Activities Business -type Activities Total Deferred inflows of resources Net position: Net investment in capital assets Restricted Unrestricted Total net position 2,830 82 690 56 3,520 138 145,310 2016 2015 2016 2015 2016 2015 Current and other assets $ 228,329 $ 212,610 $ 411,484 $ 395,349 $ 639,813 $ 607,959 Capital assets, net of accumulated depreciation 237,091 228,555 867,834 792,582 1,104,925 1,021,137 Total assets 465,420 441,165 1,279,318 1,187,931 1,744,738 1,629,096 Deferred outflows of resources 31,094 11,727 17,949 9,161 49,043 20,888 Long-term liabilities outstanding 223,907 195,143 604,736 555,840 828,643 750,983 Other liabilities 114,351 111,312 71,384 71,403 185,735 182,715 Total liabilities 338,258 306,455 676,120 627,243 1,014,378 933,698 Deferred inflows of resources Net position: Net investment in capital assets Restricted Unrestricted Total net position 2,830 82 690 56 3,520 138 145,310 141,915 460,330 421,894 605,640 563,809 13,737 13,215 8,892 25,357 22,629 38,572 (3,621) (8,775) 151,235 122,542 147,614 113,767 $ 155,426 $ 146,355 $ 620,457 $ 569,793 $ 775,883 $ 716,148 Governmental activities increased the City's net position by $9,071,253. Business -type activities increased the City's net position by $50,663,973. The key elements of these increases are contained in Table 2. 8 CITY OF DENTON, TEXAS MANAGEMENT'S DISCUSSION AND ANALYSIS (continued) SEPTEMBER 30, 2016 Revenues: Program Revenues: Charges for services Operating grants and contributions Capital grants and contributions General Revenues: Property tax Sales tax Franchise tax Hotel occupancy tax Beverage tax Bingo tax Investment Income Miscellaneous Total revenues Expenses: General government Public safety Public works Parks and recreation Interest on long-term debt Electric Water Wastewater Solid waste Airport Total expenses Increase in net position before transfers Transfers Increase in net position Net position at beginning of year, restated Net position at end of year Table 2 Changes in Net Position (in thousands) Governmental Business -type Activities Activities Total 2016 2015 2016 2015 2016 2015 $ 21,841 $ 18,274 $ 268,793 $ 266,428 $ 290,634 $ 284,702 2,856 3,380 - - 2,856 3,380 5,885 10,443 7,705 8,594 13,590 19,037 58,788 54,175 - - 58,788 54,175 32,624 30,602 - - 32,624 30,602 22,659 21,996 - - 22,659 21,996 2,243 2,156 - - 2,243 2,156 597 574 - - 597 574 19 20 - - 19 20 1,020 759 2,010 1,693 3,030 2,452 1,586 1,930 1,198 42 2,784 1,972 150,118 144,309 279,706 276,757 429,824 421,066 33,847 31,260 - - 33,847 31,260 63,118 58,132 - - 63,118 58,132 24,557 20,332 - - 24,557 20,332 16,044 14,983 - - 16,044 14,983 4,665 4,385 - - 4,665 4,385 - - 145,964 158,107 145,964 158,107 - - 26,001 25,871 26,001 25,871 - - 23,921 24,307 23,921 24,307 - - 29,435 26,767 29,435 26,767 - - 2,537 2,100 2,537 2,100 142,231 129,092 227,858 237,152 370,089 366,244 7,887 15,217 51,848 39,605 59,735 54,822 1,184 1,141 (1,184) (1,141) - - 9,071 16,358 50,664 38,464 59,735 54,822 146,355 129,997 569,793 531,329 716,148 661,326 $155,426 $ 146,355 $ 620,457 $ 569,793 $ 775,883 $ 716,148 Governmental activities. Expenses for the governmental activities reflects an increase of $2.6 million in general government, an increase of $5.0 million in public safety, a $4.2 million increase in public works, and a $1.1 million increase in parks and recreation. The most significant governmental activities expense was in providing public safety, which incurred expenses of $63,118,516. The most significant portion of public safety is the cost of personnel, which totaled $51,021,841. Governmental activities expense also includes general government, which incurred $33,847,052 in expenses, of which $16,640,057 represented personnel charges. These expenses were funded by revenues collected from a variety of sources, with the largest being from property taxes, which are $58,788,255 for the fiscal year ended September 30, 2016. The $1.5 million decrease in governmental program revenues are mainly due to an increase of $3.6 million in charges for services, operating grants and contributions decreased $0.5 million and the capital grants and contributions decreased $4.6 million. V CITY OF DENTON, TEXAS MANAGEMENT'S DISCUSSION AND ANALYSIS (continued) SEPTEMBER 30, 2016 Governmental general revenues included an increase of $4.6 million for property tax due to rising values and an increase of $2.0 million for sales tax due to an improving economy. Transfers reflect a $1.2 transfer in for the current year as compared to a transfer in of $1.1 million on the prior fiscal year. Business -type activities. Business -type activities increased the City's net position by $50,663,973, accounting for 84.8% of the growth in the entity -wide net position. Utility service revenues decreased by $0.4 million. Electric charges for services decreased by $2.7 million mainly due to lower sales figures contributing a $1.1 million base rate reduction, $7.4 million in lower ECA recovery, offset by $5.6 million in higher transmission of energy for other utilities as compared to the prior year. Water charges for services remained unchanged as compared to the service charges from prior year. While water rates were increased for both residential and commercial customers, billed volumes were down. Wastewater charges provided $0.8 million of the increase due to increased billed wastewater winter volumes of 6.9% and rate increases for retail and commercial customers. Solid Waste charges for service provided $2.1 million. One of the larger factors was an increase in waste collections service companies rerouting to the Denton landfill due to the construction of I-35, adding $0.8 million to the landfill revenues. Another large addition to the solid waste revenue was a general increase in open top containers due to an increase in construction activities, adding $0.4 million. A 2.4% increase for residential cart service, a 6.4% rate increase for commercial front load and a 4.0% rate increase for commercial side load provided an increase of $0.6 million. Airport charges for goods and services remained unchanged as compared to service charges from the prior year. Water and Wastewater collected $4.9 million and $2.3 million in impact fees, respectively, reflecting a $0.8 million increase over the prior year. Capital contributions, which arise from new property development within the City, represent a major revenue source for the Water and Wastewater during the current fiscal year, producing $7.7 million in revenue. The Airport gas well revenues contributed an additional $0.5 million to the increase in net position, down $0.1 million from the prior year. Total enterprise funds operating costs, before depreciation, decreased by $8.3 million. Electric expenses reflect a reduction of $12.7 million for decreased costs related to purchase power costs of $19.1 million offset by increased personal services of $3.6 million and administrative cost of $3.3 million. Water expense reflect $0.4 million in increased costs for personal services and $0.1 million for repairs and administrative costs. Wastewater expenses reflect a $0.5 million in increased costs for purchased power of $0.2 million, personal services of $0.5 million, materials and supplies of $0.3 million, and administrative costs of $0.1 million offset by lower repairs and maintenance of $0.5 million. Solid Waste operations expense reflect a $3.0 million in increased costs for personal services of $1.0 million and administrative costs of $1.7 million. Airport operations expense reflect a $0.4 million increase in administrative costs. FINANCIAL ANALYSIS OF THE GOVERNMENT'S FUNDS As noted earlier, the City uses fund accounting to ensure and demonstrate compliance with finance -related legal requirements. Governmental funds. The focus of the City's governmental funds is to provide information on near-term inflows, outflows, and balances of resources available to spend. Such information is useful in assessing the City's financing requirements. In particular, unassigned fund balance may serve as a useful measure of a government's net resources available for spending at the end of the fiscal year. As of the end of the current fiscal year, the City's governmental funds reported a combined ending fund balance of $124.7 million, an increase of $11.8 million in comparison with the prior year. Approximately $27.8 million constitutes unassigned fund balance, which is available for spending at the government's discretion. The remainder of the fund balance has been classified to indicate that it is not available for new spending because it has already been classified as restricted ($81.8 million), committed ($7.8 million), and assigned ($7.3 million). The General Fund is the chief operating fund of the City. At September 30, 2016, the unassigned fund balance of the General Fund was $28.1 million, or 25.4% of budgeted general fund expenditures. The General Fund's ending fund balance increased by $0.8 million during the current fiscal year. The change in fund balance is due to expenditures, including other financing uses, of $101.7 million, and revenues, including other financing sources, of $102.5 million. Revenues were $6.6 million higher compared to the previous year primarily due to Ilt CITY OF DENTON, TEXAS MANAGEMENT'S DISCUSSION AND ANALYSIS (continued) SEPTEMBER 30, 2016 increased taxes of $4.5 million, licenses and permits of $0.3 million, franchise fees of $0.3 million, and fees for service of $1.4 million. The net change in expenditures was $7.3 million higher as compared to the previous year primarily due to increased costs related to personal services, operations, and transfers out. The increased personnel costs accounted for $4.8 million, of which, general government increased $1.6 million, public safety increased $2.8 million, and parks and recreation increased by $0.4 million. The increased operations costs of $0.5 million over the prior year is related to an increase of general government in the amount of $0.6 million and parks and recreation in the amount of $0.1 million, offset by a decrease in public safety of $0.2 million. The increased transfers out of $2.2 is due to $2.2 million increased transfers to capital projects. Personnel costs, on a year over year comparison, were higher due to an average merit increase of 3% for non - civil service employees, a pay adjustment for civil service employees to reach the market average plus 5% and continued step raises for public safety civil service employees. Additional personnel costs included equity adjustments for employees whose salary was below the market rate for their positions. During the fiscal year 11 FTE's were added to public safety, and 13.6 FTE's were added to neighborhood and community services in general government. At the end of the fiscal year, the capital projects fund has a total fund balance of $75.1 million, an increase of $9.4 million. The total fund balance is made up of $68.0 million in restricted funds and $7.2 million in assigned funds, all for capital construction and acquisition. In 2016, the City received $25.0 million of proceeds from the issuance of debt and $1.7 million of regional toll revenues from the Texas Department of Transportation, the North Central Texas Council of Governments, and Denton County for street construction while expending $24.5 million on construction and acquisition. In addition, the capital projects fund received $0.4 million in interest income, $0.5 million from the sale of fixed assets and insurance recoveries, approximately $0.4 million due primarily to developer's aid in construction, and $6.6 million of transfers from other funding sources. The debt service fund has a total fund balance of $4.9 million, all of which is restricted for the payment of debt service. As compared with the prior year results, the overall increase in the debt service fund balance of $0.1 million resulting from an increase of $1.9 million in tax revenue, offset by an increase of $2.0 million in principal and interest costs, and $0.1 million of investment revenue. Net change from the prior year of a $0.7 million decrease of premiums on debt issuance and a reduction of $0.7 million in the refunding bonds issued and the payments to refunded bond escrow agent while transfers in increased by $0.1 million. Proprietary funds. The City's proprietary funds provide the same type of information found in the government - wide financial statements, but in more detail. Unrestricted net position at September 30, 2016 in proprietary funds are $62.7 million for Electric, $40.3 million for Water, $32.1 million for Wastewater, $2.2 million for Solid Waste, and $2.7 million for the Airport Fund. The results reflect an increase of the unrestricted net position in the Electric Fund of $12.2 million, the Water fund of $8.2 million, the Wastewater fund of $6.8 million, the Solid Waste fund of $1.2 million, and a decrease in the Airport fund of $1.0 million. Other factors concerning the finances of these funds have already been addressed in the discussion of the City of Denton's business -type activities. GENERAL FUND BUDGETARY HIGHLIGHTS During fiscal year 2016, two formal amendments to adjust the City's of Denton Annual Program of Services was approved by Council for the General Fund. Council approved funding to provide for additional improvements, equipment and other expenses. The funds increased were the General Fund by $1.7 million, Water Fund by $1.0 million, Wastewater Fund by $0.9 million, Materials Management Fund by $0.5 million, the Tree Mitigation Fund by $0.1 million and the Traffic Safety Fund by $0.4 million. is CITY OF DENTON, TEXAS MANAGEMENT'S DISCUSSION AND ANALYSIS (continued) SEPTEMBER 30, 2016 GENERAL FUND BUDGET TO ACTUAL HIGHLIGHT For fiscal year 2016, General Fund actual expenditures (including transfers) on a budgetary basis were $110.1 million compared to the final budget of $110.3 million. The $0.2 million positive expenditure variance was primarily due to reduced costs of $0.1 million in personnel, $0.1 million in materials, $0.1 in maintenance and $0.2 million in operations and services offset by a negative variance of $0.3 million in transfers out. The lower Personnel costs were due to $0.5 million lower costs in public safety, $0.1 million in parks and recreation, and $0.1 million in public works offset by $0.6 million higher than budgeted personnel costs in general government. In addition to personnel savings, public safety, public works and parks and recreation also saw a combined positive variance of $0.5 million offset by a negative $0.3 million in operations and services costs. General government experienced a negative $0.3 variance higher than budgeted transfers out. Actual revenues for the General Fund (including transfers and sale of capital asset) on a budgetary basis were $110.9 million compared to the final budget of $108.8 million. Of the $2.1 million revenue variance, approximately, $1.7 million is a positive revenue variance is due to greater that budgeted sales tax revenue, a $0.5 million positive revenue variance for licenses and permits, a $0.2 positive revenue variance for transfers in and a negative $0.3 million variance due to lower than budgeted ad valorem tax. Licenses and permits experienced a positive variance of $0.5 million due to higher that budgeted revenues collected. Fines and forfeitures experienced $0.7 million in lower that budgeted revenues offset by $0.8 million greater that budgeted fees for service. The City of Denton's General Fund unassigned fund balance at September 30, 2016 is $28.1 million, or 25.4% of budgeted expenditures. Below is a listing of the ending unassigned balances for the prior year, as well as the fiscal year 2016 unassigned fund balance. Unassigned balance % of total budgeted expenditures Policy level Actual 9/30/2016 Actual 9/30/2015 $28,070,483 $27,365,168 25.4% 26.4% 20% plus up to 15-20% a 5% resiliency reserve The largest revenue source of the General Fund's budget was the ad valorem tax. Denton's ad valorem tax rate is comprised of two components. The first is the operations and maintenance component that is used to calculate revenue for the City's General Fund operations. The second component is the debt portion that is used to calculate revenue to pay the City's general debt service obligations. The Denton Central Appraisal District's certified appraisal roll shows an increase of 8.54% compared to the prior year certified value, which showed an increase of 11.72%. The current property tax year included $202.0 million of new growth and construction that was added to the tax rolls in Tax year 2015 as compared to Tax year 2014. The fiscal year 2016 ad valorem tax rate remained the same as compared to the prior years' rate of $0.68975 per $100 of valuation. CAPITAL ASSET AND DEBT ADMINISTRATION Capital assets. At the end of fiscal year 2016, the City had $1,104,924,193 invested in a broad range of capital assets, including police and fire equipment, buildings, park facilities, roads, bridges, electrical infrastructure, and water and sewer lines (see Table 3 below). This amount represents a net increase (including additions and deductions) of $83,787,405 or 8.5% over the prior fiscal year. Im CITY OF DENTON, TEXAS MANAGEMENT'S DISCUSSION AND ANALYSIS (continued) SEPTEMBER 30, 2016 Table 3 Capital Assets at Year-end (Net of Accumulated Depreciation, in Thousands) This year's major asset additions included Description Governmental Activities Business -type Activities Totals Hwy 380 Utilities Relocation 2016 2015 2016 2015 2016 2015 Land $ 16,511 $ 15,867 $ 27,182 $ 23,675 $ 43,693 $ 39,542 Landfill improvements - - 5,336 6,575 5,336 6,575 Building and improvements 35,182 36,790 12,439 12,797 47,621 49,587 Plant, machinery and equipment 35,278 34,272 195,463 170,220 230,741 204,492 Water rights - - 50,831 51,529 50,831 51,529 Infrastructure 94,164 91,765 339,628 314,404 433,792 406,169 Construction in progress 55,955 49,861 236,955 213,382 292,910 263,243 Total capital assets $ 237,090 $ 228,555 $ 867,834 $ 792,582 $1,104,924 $1,021,137 This year's major asset additions included Description Amount Cooper Creek Substation $ 13,183,229 Hwy 380 Utilities Relocation 9,321,763 Bonnie Brae Substation 6,799,488 Southwest Elevated Storage 5,736,437 State School Interceptor II 3,547,393 Hickory Street Grand 3,219,519 Teasley Substation 2,077,725 Pecan Creek Interceptor 11 1,994,983 FM 2499 Utility Relocation 1,765,650 Holiday Park WW Collector 1,299,409 Total $ 48,945,598 Additional information on the City's capital assets can be found in note IV. D. on pages 47 - 49 of this report. Debt. At year-end, the City had $701.9 million in bonds and notes outstanding as compared to $667.9 million at the end of the prior fiscal year, an increase of 5.1%, as shown in Table 4. Totals 2016 2015 $ 250,925 451,030 $ 701,955 $ 203,605 400,965 63,340 $ 667,910 These amounts do not include net unamortized premiums/ (discounts) of $47,765,420 or net deferred gain/ (loss) on refunding of ($7,726,251). During the current fiscal year, the City issued debt two times, in June 2016 and in September 2016. The May debt issuance resulted in $83.3 million in certificates of obligation, of which $76.1 13 Table 4 Outstanding Debt at Year-end (in thousands) Governmental Activities Business -type Activities 2016 2015 2016 2015 General obligation bonds $ 109,861 $ 95,019 $ 141,064 $ 108,586 Certificates of obligation 34,565 41,590 416,465 359,375 Revenue bonds - - - 63,340 Total $ 144,426 $ 136,609 $ 557,529 $ 531,301 Totals 2016 2015 $ 250,925 451,030 $ 701,955 $ 203,605 400,965 63,340 $ 667,910 These amounts do not include net unamortized premiums/ (discounts) of $47,765,420 or net deferred gain/ (loss) on refunding of ($7,726,251). During the current fiscal year, the City issued debt two times, in June 2016 and in September 2016. The May debt issuance resulted in $83.3 million in certificates of obligation, of which $76.1 13 CITY OF DENTON, TEXAS MANAGEMENT'S DISCUSSION AND ANALYSIS (continued) SEPTEMBER 30, 2016 million is for enterprise operations, $7.2 million is for governmental activities, and $28.9 million in general obligation refunding and improvement bonds which refunded $4.5 million in general obligation bonds, $10.4 million in certificates of obligation and provided $15.6 million of new funding for various governmental capital improvements. The September debt issuance resulted in $38.4 million general obligation refunding bonds which refunded utility operation activities. Normal pay down in general obligation bonds was $15.5 million, and $22.8 million in certificates of obligation. All utility revenue bonds have been refunded and are no longer reflected in the City's financial statements. Moody's Investor's Service, Inc. has given the City's General Obligation Bonds and the Certificates of Obligation a rating of "Aa2." Standard and Poor's Corporation has given both the City's General Obligation Bonds and Certificates of Obligation an "AA+" rating. Fitch has given the City's General Obligation Bonds and the Certificates of Obligation a rating of "AA+." The City is permitted by Article XI, Section 5 of the State of Texas Constitution to levy taxes up to $2.50 per $100 of assessed valuation for general governmental services including the payment of principal and interest on general obligation long-term debt. The current ratio of tax - supported debt to certified assessed value of all taxable property is 2.25%. Other long-term liabilities. The City maintains a self-insurance program for general liability, auto liability, public officials' liability, errors and omission liability, police professional liability, and workers' compensation. Private insurance companies cover claims for property loss over $50,000 per location/$250,000 per occurrence aggregate, for workers' compensation losses over $500,000 per occurrence, and for liability over $500,000 per occurrence. The Risk Retention Fund has a reserve for claims and judgments of $2.5 million outstanding at year-end compared with $2.9 million at the end of the prior fiscal year. Other obligations include pension liabilities, accrued vacation pay and sick leave. More detailed information about the City's long-term liabilities is presented in Note IV. G., on pages 52 - 56 of this report. ECONOMIC FACTORS AND NEXT YEAR'S BUDGETS AND RATES While growth for the Denton community is expected to be moderate in the short term, demands for city services are expected to remain strong over the long term. As a result, the fiscal year 2017 Budget includes an Ad valorem tax rate of $0.68334/$100 valuation, a decrease of $0.00641/$100 in comparison to the prior year. While sales tax has increased over the prior year by 3.1%, financial projections anticipate an increase of 3.0% in fiscal year 2017. General Fund expenditure enhancements for fiscal year 2017 include new positions in public safety, neighbor services, administrative and community services. Funding enhancements of $2.6 million will be budgeted for public safety, $0.8 million for neighbor services, and $0.2 million for administrative and community services in fiscal year 2017 in accordance with priorities established through the Strategic Plan. The fiscal year 2017 budget includes a base rate increase of 4.5% for all electric customers. The water budget includes an average rate increase of 4.3% for residential customers and a 5.0% increase for commercial customers. Wastewater includes an average rate increase of 1.87% for residential customers and a 2.0% increase for commercial customers. The solid waste residential standard cart rate will increased by 1.8%. REQUESTS FOR INFORMATION This financial report is designed to provide a general overview of the City's finances for all those with an interest in the City's finances. Questions concerning any of the information provided in this report or requests for additional financial information should be addressed to the City of Denton Finance Department, 215 E. McKinney, Denton, Texas 76201. 14 CITY OF DENTON, TEXAS Exhibit I STATEMENT OF NET POSITION SEPTEMBER 30, 2016 Primary Government Governmental Business -type Activities Activities Total ASSETS: Current assets: Cash, cash equivalents and investments, at fair value S 66,608,852 S 170,576,611 S 237,185,463 Receivables, net of allowances: Taxes 6,637,439 - 6,637,439 Accounts - 13,481,000 13,481,000 Unbilled utility service - 14,359,839 14,359,839 Interest 313,514 799,433 1,112,947 Other 3,941,561 1,136,578 5,078,139 Internal balances (15,289,665) 15,289,665 - Due from other governments 1,355,377 - 1,355,377 Inventory 6,399,916 - 6,399,916 Prepaid items 94,914 53,091,991 53,186,905 Debt issuance costs - insurance 2,927 869 3,796 Total current assets 7050645835 26857355986 33858005821 Noncurrent assets: Restricted assets: Cash, cash equivalents and investments, at fair value 157,070,800 142,032,210 299,103,010 Escrow deposits 169,000 50,000 219,000 Accrued interest 736,188 665,687 1,401,875 Other receivables 284,717 - 284,717 Debt issuance costs - insurance 3,884 - 3,884 Capital assets not being depreciated: Land 16,511,038 27,181,732 43,692,770 Construction in progress 55,954,816 236,954,779 292,909,595 Capital assets, net of accumulated depreciation: Buildings 35,181,743 12,439,265 47,621,008 Plant, machinery and equipment 35,277,982 195,462,467 230,740,449 Infrastructure 94,164,951 339,628,240 433,793,191 Landfill improvements - 5,336,489 5,336,489 Water rights - 50,830,691 50,830,691 Total noncurrent assets 39553555119 1501055815560 1540559365679 Total assets 46554195954 1527953175546 1574457375500 DEFERRED OUTFLOWS OF RESOURCES Deferred loss on refundings 2,332,357 5,393,894 7,726,251 Deferred pension balances 2857615409 1255545967 4153165376 Total deferred outflows of resources 3150935766 1759485861 4950425627 LIABILITIES: Current liabilities: Accounts payable 8,282,458 15,250,525 23,532,983 Retainage payable 4,635 212,730 217,365 Deposits - 4,719,859 4,719,859 Accrued interest 5,462 22,388 27,850 Due to other governments 355 - 355 Noncurrent liabilities due within one year 23,648,120 39,535,159 63,183,279 Other liabilities 341,064 - 341,064 Unearned revenue 79,956,356 - 79,956,356 Payable from restricted assets: Accounts payable 826,087 7,001,752 7,827,839 Retainage payable 497,431 1,438,622 1,936,053 Accrued interest 7885541 352035352 359915893 Total current liabilities 11453505509 7153845387 18557345896 Noncurrent liabilities: Noncurrent liabilities due in more than one year 22359075156 60457355306 82856425462 Total noncurrent liabilities 22359075156 60457355306 82856425462 Total liabilities 33852575665 67651195693 1501453775358 DEFERRED INFLOWS OF RESOURCES Deferred pension balances 258305024 6895500 355195524 Total deferred inflows of resources 258305024 6895500 355195524 NET POSITION: Net investment in capital assets 145,309,987 460,330,063 605,640,050 Restricted for: Debt service 4,314,370 - 4,314,370 Parks and recreation 5,594,855 - 5,594,855 Capital acquisition - 8,892,547 8,892,547 Other grants and purposes 3,827,399 - 3,827,399 Unrestricted (356205580) 15152345604 14756145024 Total net position S 155,426,031 S 620,457,214 S 775,883,245 The notes to the basic financial statements are an integral part of this statement. 15 CITY OF DENTON, TEXAS STATEMENT OF ACTIVITIES FOR THE YEAR ENDED SEPTEMBER 30, 2016 IV Program Revenues Operating Capital Charges for Grants and Grants and Functions/Programs Expenses Services Contributions Contributions Primary government: Governmental activities: General government S 33,847,052 S 6,015,305 S 1,912,293 S - Public safety 63,118,516 9,827,784 695,841 451,545 Public works 24,557,482 729,528 - 5,433,488 Parks and recreation 16,043,697 5,268,637 247,367 - Interest expense 4,664,608 - - - Total governmental activities 142,231,355 21,841,254 2,855,501 5,885,033 Business -type activities: Electric system 145,963,753 166,290,498 - - Water system 26,000,734 38,181,034 - 2,693,069 Wastewater system 23,921,154 31,900,885 - 4,913,490 Solid waste 29,435,101 31,236,506 - - Airport 2,536,460 1,183,661 - 98,542 Total business -type activities 227,857,202 268,792,584 - 7,705,101 Total primary government S 370,088,557 S 290,633,838 S 2,855,501 S 13,590,134 General revenues: Taxes: Property tax Sales tax Franchise fees Hotel occupancy tax Beverage tax Bingo tax Investment income Gain on sale of capital assets Miscellaneous Transfers Total general revenues and transfers Change in net position Net position at beginning of year Net position at end of year The notes to the basic financial statements are an integral part of this statement. IV Exhibit H Net (Expense) Revenue and Changes in Net Position Primary Government Governmental Business -type Activities Activities Total $ (25,919,454) $ - $ (25,919,454) (52,143,346) - (52,143,346) (18,394,466) - (18,394,466) (10,527,693) - (10,527,693) (4,664,608) - (4,664,608) (111,649,567) - (111,649,567) 1,019,594 - 20,326,745 20,326,745 - 14,873,369 14,873,369 - 12,893,221 12,893,221 - 1,801,405 1,801,405 - (1,254,257) (1,254,257) - 48,640,483 48,640,483 (111,649,567) 48,640,483 (63,009,084) 58,788,255 - 58,788,255 32,624,297 - 32,624,297 22,659,014 - 22,659,014 2,243,264 - 2,243,264 597,284 - 597,284 18,910 - 18,910 1,019,594 2,010,008 3,029,602 498,265 1,197,915 1,696,180 1,087,504 - 1,087,504 1,184,433 (1,184,433) - 120,720,820 2,023,490 122,744,310 9,071,253 50,663,973 59,735,226 146,354,778 569,793,241 716,148,019 $ 155,426,031 $ 620,457,214 $ 775,883,245 17 CITY OF DENTON, TEXAS BALANCE SHEET GOVERNMENTAL FUNDS AS OF SEPTEMBER 30, 2016 Exhibit III The notes to the basic financial statements are an integral part of this statement. 18 Capital Other Total General Debt Service Projects Governmental Governmental Fund Fund Fund Funds Funds ASSETS: Cash, cash equivalents and investments, at fair value $ 23,899,128 $ 4,823,834 $ 155,679,112 $ 18,085,292 $ 202,487,366 Receivables, net of allowances for uncollectibles: Taxes 6,375,509 261,930 - - 6,637,439 Accrued interest 113,512 22,609 729,648 84,760 950,529 Other 3,629,445 - - 528,576 4,158,021 Interfund receivables 672,302 - - - 672,302 Due from other governments 502,621 - - 852,756 1,355,377 Total assets $ 35,192,517 $ 5,108,373 $ 156,408,760 $ 19,551,384 $ 216,261,034 LIABILITIES: Accounts payable 4,183,499 - 846,048 2,108,245 7,137,792 Retainage payable - - 500,896 1,170 502,066 Interfund payables - - - 342,656 342,656 Due to other governments 355 - - - 355 Other liabilities 341,064 - - - 341,064 Unearned revenues - - 79,918,959 37,397 79,956,356 Total liabilities 4,524,918 - 81,265,903 2,489,468 88,280,289 DEFERRED INFLOWS OF RESOURCES: Unavailable revenue - property taxes 470,880 215,341 - - 686,221 Unavailable revenue - general services 1,524,250 - - - 1,524,250 Unavailable revenue - intergovernmental 502,621 - - 517,854 1,020,475 Total deferred inflows of resources 2,497,751 215,341 - 517,854 3,230,946 FUND BALANCES: Restricted for: Debt service - 4,893,032 - - 4,893,032 Parks and recreation - - 7,958,979 5,594,855 13,553,834 Streets and drainage projects - - 46,511,509 - 46,511,509 Other capital projects - - 13,512,733 - 13,512,733 Other grants and purposes - - - 3,319,230 3,319,230 Committed to: Streets - - - 1,798,624 1,798,624 Parks and recreation - - - 498,150 498,150 Other purposes - - - 5,500,983 5,500,983 Assigned to: Streets and drainage projects - - 3,430,681 - 3,430,681 Use of reserves 99,365 - - - 99,365 Capital projects - - 3,728,955 - 3,728,955 Other purposes - - - 74,558 74,558 Unassigned 28,070,483 - - (242,338) 27,828,145 Total fund balances 28,169,848 4,893,032 75,142,857 16,544,062 124,749,799 Total liabilities, deferred inflows of resources and fund balances $ 35,192,517 $ 5,108,373 $ 156,408,760 $ 19,551,384 $ 216,261,034 The notes to the basic financial statements are an integral part of this statement. 18 CITY OF DENTON, TEXAS RECONCILIATION OF THE BALANCE SHEET OF GOVERNMENTAL FUNDS TO THE STATEMENT OF NET POSITION AS OF SEPTEMBER 30, 2016 Total fund balances - governmental funds (Exhibit III) Amounts reported for governmental activities in the statement of net position are different because: Capital assets used in governmental activities are not financial resources and therefore are not reported as assets in governmental funds. Includes capital assets of internal service funds. Certain receivables will be collected next year but are not available soon enough to pay for the current period's expenditures and therefore are reported as unearned revenues in the funds. Deferred outflows of resources are not reported in the governmental funds. Includes deferred outflows of internal service funds: Deferred loss on refundings Deferred pension actuarial losses Deferred pension assumption changes Deferred pension contributions An internal charge to business -type activities is not recorded at the fund level. Several internal service funds are used by the City's management to charge the costs of certain activities, such as insurance and fleet management, to individual funds. The assets, liabilities, deferred outflows, and deferred inflows of the internal service funds are included with governmental activities. Internal service fund balances not included in other reconciling items listed above or below: Current assets Liabilities $ 2,332,357 18,323,978 2,093,472 8,343,959 $ 28,023,546 (10,442,157) Long-term balances, including bonds payable, are not due and payable in the current period and therefore are not reported as liabilities in the funds. Includes balances of internal service funds. Long-term liabilities and related balances at year-end consist of: General obligation bonds payable $ (109,861,174) Certificates of obligation payable (34,565,000) Bond (premiums)/discounts (9,250,779) Debt issuance costs 6,811 Accrued interest on the bonds Capital leases payable Municipal pension obligation Other post employment benefits liability Compensated absences (794,003) (1,373,230) (71,562,651) (5,401,904) (11,469,134) Deferred inflows of resources are not reported in the governmental funds. Includes deferred outflows of internal service funds: Deferred pension balances Total net position of governmental activities (Exhibit 1) The notes to the basic financial statements are an integral part of this exhibit. W11 Exhibit IV 124,749,799 237,090,530 3,230,946 31,093,766 (11,219,311) 17,581,389 (244,271,064) (2,830,024) $ 155,426,031 CITY OF DENTON, TEXAS Exhibit V STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES GOVERNMENTAL FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2016 REVENUES: Taxes Licenses and permits Franchise fees Fines and forfeitures Fees for services Investment revenue Intergovernmental Miscellaneous Total revenues EXPENDITURES: Current: General government Public safety Public works Parks and recreation Capital outlay Debt service: Principal retirement Advance refunding escrow Bond issuance costs Interest and other charges Total expenditures Excess (deficiency) of revenues over (under) expenditures OTHER FINANCING SOURCES (USES): Refunding bonds issued Payment to refunded bond escrow agent Issuance of long-term debt Premium on debt issuance Insurance recoveries Capital lease proceeds Sale of capital assets Transfers in Transfers out Total other financing sources (uses) Net change in fund balances Capital Other Total General Debt Service Projects Governmental Governmental Fund Fund Fund Funds Funds S 73,316,697 S 18,146,617 S - S 2,823,297 S 94,286,611 3,106,162 - - - 3,106,162 13,246,765 - - 9,412,249 22,659,014 3,767,796 - - 2,665,362 6,433,158 7,432,481 - - 3,494,824 10,927,305 293,616 131,516 482,573 111,889 1,019,594 969,898 - 1,797,565 2,449,839 5,217,302 168,732 - 392,919 785,607 1,347,258 102,302,147 18,278,133 2,673,057 21,743,067 144,996,404 26,651,405 - 239,360 4,133,591 31,024,356 55,724,427 - 322,701 3,019,891 59,067,019 2,869,618 - 156,703 8,578,645 11,604,966 11,875,804 - 72,609 2,039,281 13,987,694 519,325 - 24,536,374 910,996 25,966,695 45,880 13,290,477 - 54,219 13,390,576 - 147,687 - - 147,687 - 56,626 98,322 - 154,948 - 5,229,095 13,552 4,278 5,246,925 97,686,459 18,723,885 25,439,621 18,740,901 160,590,866 4,615,688 (445,752) (22,766,564) 3,002,166 (15,594,462) - 12,045,000 - - 12,045,000 - (14,075,445) - - (14,075,445) - - 22,780,000 - 22,780,000 - 2,089,437 2,228,380 - 4,317,817 - - 30,624 - 30,624 - - 150,155 - 150,155 170,869 - 359,185 - 530,054 - 487,912 6,638,400 1,038,263 8,164,575 (3,981,877) - - (2,610,965) (6,592,842) (3,811,008) 546,904 32,186,744 (1,572,702) 27,349,938 804,680 101,152 9,420,180 1,429,464 11,755,476 Fund balance at beginning of year 27,365,168 4,791,880 65,722,677 15,114,598 112,994,323 Fund balances at end of year S 28,169,848 S 4,893,032 S 75,142,857 S 16,544,062 S 124,749,799 The notes to the basic financial statements are an integral part of this statement. W CITY OF DENTON, TEXAS Exhibit VI RECONCILIATION OF THE STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES OF GOVERNMENTAL FUNDS TO THE STATEMENT OF ACTIVITIES FOR THE YEAR ENDED SEPTEMBER 30, 2016 Net change in fund balances - total governmental funds (Exhibit V) $ 11,755,476 Amounts reported for governmental activities in the statement of activities are different because: Governmental funds report capital outlays as expenditures. However, in the statement of activities the cost of those assets is allocated over their estimated useful lives and reported as depreciation expense. This is the amount by which capital outlay ($25,966,695) is different from depreciation and retirement of assets ($14,268,804 = $16,760,776 total governmental minus $2,491,972 internal service portion) in the current period. 11,697,891 Revenues in the statement of activities that do not provide current financial resources are not reported as revenues in the funds. Such amounts are recorded in the funds when considered available. 1,057,501 The net effect of various miscellaneous transactions involving capital assets (i.e., sales, trade-ins and donations) is to increase net position. (2,030,459) Bond proceeds provide current financial resources to governmental funds, but issuing debt increases long-term liabilities in the statement of net position. Repayment of bond principal is an expenditure in the governmental funds, but the repayment reduces long-term liabilities in the statement of net position. This is the amount by which payments exceeded proceeds. (8,119,579) Fund -level financials report costs related to bonds as expenditures; however, these are deferred and amortized on the government -wide financials. (2,927,517) Certain expenses reported in the statement of activities do not require the use of current financial resources and therefore are not reported as expenditures in governmental funds. (3,424,554) Internal service funds are used by management to charge the costs of certain activities, such as insurance and technology services, to individual funds. A portion of the net revenue (expense) of certain internal service funds is reported with governmental activities. The amount reported with business -type activities is $1,286,598. 1,062,494 Change in net position of governmental activities (Exhibit Il) $ 9,071,253 The notes to the basic financial statements are an integral part of this statement. QI 1 W CITY OF DENTON, TEXAS STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET TO ACTUAL GENERAL FUND FOR THE YEAR ENDED SEPTEMBER 30, 2016 REVENUES: Taxes Licenses and permits Franchise fees Fines and forfeitures Fees for services Investment revenue Intergovernmental Miscellaneous Total revenues EXPENDITURES: Current: General government Public safety Public works Parks and recreation Capital outlay Debt service: Principal retirement Total expenditures Excess (deficiency) of revenues over (under) expenditures OTHER FINANCING SOURCES (USES): Sale of capital assets Transfer in Transfers out Total other financing sources (uses) Excess (deficiency) of revenues and other sources over (under) expenditures and other uses Budgeted Amounts Actual Original Final Amounts Exhibit VII Variance with Adjustments - Actual on a Final Budget - Budgetary Budgetary Positive Basis Basis (Negative) S 71,855,363 S 71,855,363 S 73,316,697 S - S 73,316,697 S 1,461,334 2,585,042 2,585,042 3,106,162 - 3,106,162 521,120 13,458,378 13,458,378 13,246,765 - 13,246,765 (211,613) 4,464,927 4,464,927 3,767,796 - 3,767,796 (697,131) 6,867,702 6,867,702 7,432,481 266,566 7,699,047 831,345 196,541 196,541 293,616 - 293,616 97,075 1,037,902 1,037,902 969,898 - 969,898 (68,004) 163,306 163,306 168,732 - 168,732 5,426 100,629,161 100,629,161 102,302,147 266,566 102,568,713 1,939,552 30,929,680 29,890,003 26,651,405 3,897,848 30,549,253 (659,250) 54,136,012 54,162,348 55,724,427 (2,387,253) 53,337,174 825,174 3,033,740 2,972,929 2,869,618 (94,207) 2,775,411 197,518 11,548,757 11,487,804 11,875,804 (590,421) 11,285,383 202,421 578,353 514,491 519,325 - 519,325 (4,834) - - 45,880 - 45,880 (45,880) 100,226,542 99,027,575 97,686,459 825,967 98,512,426 515,149 402,619 1,601,586 4,615,688 (559,401) 4,056,287 2,454,701 141,000 141,000 170,869 - 170,869 29,869 7,979,788 7,979,788 - 8,157,673 8,157,673 177,885 (8,367,823) (11,279,170) (3,981,877) (7,598,272) (11,580,149) (300,979) (247,035) (3,158,382) (3,811,008) 559,401 (3,251,607) (93,225) 155,584 (1,556,796) 804,680 804,680 2,361,476 Fund balances at beginning of year 27,365,168 27,365,168 27,365,168 - 27,365,168 - Fund balance at end of year S 27,520,752 S 25,808,372 S 28,169,848 S - S 28,169,848 S 2,361,476 Adjustments - Budgetary Basis are expenditures allocated to and reimbursed by other funds. These expenditures are recorded in the other funds' financials. The notes to the basic financial statements are an integral part of this statement. 23 CITY OF DENTON, TEXAS STATEMENT OF NET POSITION PROPRIETARY FUNDS AS OF SEPTEMBER 30, 2016 ASSETS: Current assets: Cash, cash equivalents and investments, at fair value Receivables, net of allowances: Accounts Unbilled utility service Accrued interest Other Interfund receivables Merchandise inventory Prepaid items Unamortized debt issuance costs - insurance Total current assets Noncurrent assets: Restricted assets: Cash, cash equivalents and investments, at fair value Escrow deposit Accrued interest Total restricted assets Capital assets, net of accumulated depreciation Total noncurrent assets Total assets DEFERRED OUTFLOWS OF RESOURCES: Deferred charges on refunding Deferred pension actuarial losses Deferred pension contributions Total deferred outflows of resources LIABILITIES: Current liabilities: Accounts payable Retainage payable Claims payable Compensated absences payable Leases payable Deposits Accrued interest Interfund payables Payable from restricted assets: Accounts payable Retainage payable Accrued interest Certificate and general obligation bonds Total current liabilities paid from restricted assets Total current liabilities Business -type Activities - Enterprise Funds Utility System Electric Water Wastewater Solid Waste Fund Fund Fund Fund S 79,920,152 S 44,091,887 S 35,488,877 S 8,018,545 9,040,567 1,637,721 1,369,028 1,416,515 9,369, 331 1,910,171 1,545,108 1,535,229 374,576 206,620 166,330 37,579 986,328 - - - 3,303,307 515,357 251,690 - 53,076,937 15,054 - - - - - 869 156,071,198 48,376,810 38,821,033 11,008,737 65,573,654 28,441,511 18,146,021 29,476,572 - 50,000 - - 307,335 133,302 85,048 138,153 65,880,989 28,624,813 18,231,069 29,614,725 361,053,359 249,359,330 196,382,911 46,739,253 426,934,348 277,984,143 214,613,980 76,353,978 583,005,546 326,360,953 253,435,013 87,362,715 1,999,660 2,749,830 421,905 192,763 3,465, 056 1,644, 488 1,308,224 1,615,424 1,892,253 884,989 706,753 872,988 7,356,969 5,279,307 2,436,882 2,681,175 12,983,018 689,898 678,011 866,026 - 129,688 51,681 - 1,169,772 479,809 384,443 434,344 4,168,506 249,894 103,080 198,379 4,416,603 159,780 721,417 1,703,952 676,623 487,996 202,287 42,763 2,115,996 459,349 284,876 343,131 16,389,028 8,640,580 5,125,692 6,563,363 23,598,250 9,747,705 6,334,272 8,653,209 41,919,546 11,296,994 7,551,487 10,151,958 24 Exhibit VIII Governmental Activities - Total Internal Airport Enterprise Service Fund Funds Funds S 3,057,150 S 170,576,611 S 21,192,286 17,169 13,481,000 - - 14,359,839 - 14,328 799,433 99,173 150,250 1,136,578 68,257 - 4,070,354 - - - 6,399,916 - 53,091,991 94,914 394,452 142,032,210 - - 50,000 169,000 1,849 665,687 - 396,301 142,747,897 169,000 14,298,810 867,833,663 9,263,013 14,695,111 1,010,581,560 9,432,013 17,934,008 1,268,098,235 37,286,559 29,736 5,393,894 39,563 106,810 8,140,002 1,835,712 57,982 4,414,965 994,783 194,528 17,948,861 2,870,058 33,572 15,250,525 1,970,753 31,361 212,730 - - - 2,037,458 23,157 2,491,525 559,652 - - 768,799 - 4,719,859 - 22,388 22,388 5,462 - - 4,400,000 - 7,001,752 - 28,953 1,438,622 - - 3,203,352 - 324,971 37,043,634 263,545 353,924 48,687,360 263,545 464,402 71,384,387 10,005,669 (continued) W CITY OF DENTON, TEXAS STATEMENT OF NET POSITION PROPRIETARY FUNDS AS OF SEPTEMBER 30, 2016 Noncurrent liabilities: Leases payable Payable from restricted assets: General obligation bonds payable Certificates of obligation Compensated absences payable Claims payable Municipal pension obligation Other post employment benefits Landfill closure/postclosure costs Total noncurrent liabilities Total liabilities DEFERRED INFLOWS OF RESOURCES: Deferred pension balances Total deferred inflows of resources NET POSITION: Business -type Activities - Enterprise Funds Utility System Electric Water Wastewater Solid Waste Net investment in capital assets 104,845,927 167,930,811 158,273,734 19,224,148 Restricted for capital acquisition - 5,607,327 3,285,220 - Unrestricted 62,736,489 40,263,617 32,052,070 2,208,437 Total net position $ 167,582,416 $ 213,801,755 $ 193,611,024 $ 21,432,585 Adjustment to reflect inclusion of internal service fund activities related to enterprise funds. Net position of business -type activities (Exhibit I) The notes to the basic financial statements are an integral part of this statement. 41 52,530,897 65,539,616 17,579,176 4,752,720 311,886,803 32,965,639 30,772,065 38,628,484 247,214 56,843 66,577 143,736 15,027,573 7,028,256 5,612,774 6,932,951 873,640 812,355 568,179 652,989 - - - 7,211,859 380,566,127 106,402,709 54,598,771 58,322,739 422,485,673 117,699,703 62,150,258 68,474,697 294,426 138,802 110,613 136,608 294,426 138,802 110,613 136,608 Net investment in capital assets 104,845,927 167,930,811 158,273,734 19,224,148 Restricted for capital acquisition - 5,607,327 3,285,220 - Unrestricted 62,736,489 40,263,617 32,052,070 2,208,437 Total net position $ 167,582,416 $ 213,801,755 $ 193,611,024 $ 21,432,585 Adjustment to reflect inclusion of internal service fund activities related to enterprise funds. Net position of business -type activities (Exhibit I) The notes to the basic financial statements are an integral part of this statement. 41 Exhibit VIII Governmental Activities - Total Internal Airport Enterprise Service Fund Funds Funds $ - $ - $ 443,839 1,106,672 141,509,081 769,808 3,237,761 417,490,752 - 985 515,355 86,761 - - 2,033,946 460,474 35,062,028 7,900,206 39,068 2,946,231 616,641 - 7,211,859 - 4,844,960 604,735,306 11,851,201 5,309,362 676,119,693 21,856,870 9,051 689,500 155,432 9,051 689,500 155,432 10,055,443 460,330,063 7,056,585 - 8,892,547 - 2,754,680 140,015,293 11,087,730 $ 12,810,123 $ 609,237,903 $ 18,144,315 11,219,311 $ 620,457,214 (concluded) 27 CITY OF DENTON, TEXAS STATEMENT OF REVENUES, EXPENSES AND CHANGES IN FUND NET POSITION PROPRIETARY FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2016 28 Business -type Activities - Enterprise Funds Utility System Electric Water Wastewater Fund Fund Fund OPERATING REVENUES: Utility services S 162,873,650 S 32,204,674 S 28,122,581 Charges for goods and services - - - Other fees 3,416,848 992,959 1,475,296 Miscellaneous - - - Total operating revenues 166,290,498 33,197,633 29,597,877 OPERATING EXPENSES: Operating expenses before depreciation 128,716,806 16,916,993 17,758,524 Depreciation 8,786,722 6,892,484 6,681,249 Total operating expenses 137,503,528 23,809,477 24,439,773 Operating income (loss) 28,786,970 9,388,156 5,158,104 NON-OPERATING REVENUES (EXPENSES): Investment revenue 918,341 493,911 360,561 Interest expense and fiscal charges (9,011,087) (3,102,736) (955,121) Impact fee revenue - 4,983,401 2,303,008 Gain (loss) on disposal of capital assets (106,754) 32,358 1,241,528 Gas well revenues - - - Other non-operating revenues (expenses) - 705,699 1,229,669 Total non-operating revenues (expenses) (8,199,500) 3,112,633 4,179,645 Income (loss) before contributions and transfers 20,587,470 12,500,789 9,337,749 CONTRIBUTIONS AND TRANSFERS: Capital contributions - 2,693,069 4,913,490 Transfers in 850,466 46,000 372,012 Transfers out (1,802,158) (293,711) (510,772) Total contributions and transfers (951,692) 2,445,358 4,774,730 Change in net position 19,635,778 14,946,147 14,112,479 Net position at beginning of year 147,946,638 198,855,608 179,498,545 Total net position at end of year $ 167,582,416 S 213,801,755 S 193,611,024 Change in fund net position of proprietary funds Adjustment to reflect inclusion of internal service fund activities related to enterprise funds. Change in net position of business -type activities (Exhibit II) The notes to the basic financial statements are an integral part of this statement. 28 Exhibit IX Governmental Activities - Total Internal Solid Waste Airport Enterprise Service S 30,849,721 S - S 254,050,626 $ - - 627,200 627,200 66,207,876 386,785 - 6,271,888 - - 78,151 78,151 1,574,282 31,236,506 705,351 261,027,865 67,782,158 22,460,103 1,846,103 187,698,529 62,812,739 6,459,581 616,720 29,436,756 2,491,972 28,919,684 2,462,823 217,135,285 65,304,711 2,316,822 (1,757,472) 43,892,580 2,477,447 199,272 37,923 2,010,008 118,610 (1,195,121) (85,561) (14,349,626) (99,460) - - 7,286,409 - 30,783 - 1,197,915 36,529 - 478,310 478,310 - 405,330 413 2,341,111 - (559,736) 431,085 (1,035,873) 55,679 1,757,086 (1,326,387) 42,856,707 2,533,126 - 98,542 7,705,101 203,266 1,205,455 - 2,473,933 - (1,001,725) (50,000) (3,658,366) (387,300) 203,730 48,542 6,520,668 (184,034) 1,960,816 (1,277,845) 49,377,375 2,349,092 19,471,769 14,087,968 559,860,528 15,795,223 S 21,432,585 S 12,810,123 S 609,237,903 $ 18,144,315 49,377,375 1,286,598 S 50,663,973 29 CITY OF DENTON, TEXAS STATEMENT OF CASH FLOWS PROPRIETARY FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2016 The notes to the basic financial statements are an integral part of this statement. at Business -type Activities - Enterprise Funds Utility System Electric Water Wastewater Fund Fund Fund CASH FLOWS FROM OPERATING ACTIVITIES: Cash received from customers $ 165,473,750 $ 34,339,479 $ 29,600,509 Cash paid to employees for services (14,638,834) (9,562,905) (7,283,160) Cash paid to suppliers (105,368,674) (8,931,060) (10,527,896) Net cash provided (used) by operating activities 45,466,242 15,845,514 11,789,453 CASH FLOWS FROM NONCAPITAL FINANCING ACTIVITIES: Transfers out (596,703) (293,711) (510,772) Transfers in 53,741 46,000 137,012 Principal payments on non -capital debt (3,535,000) - - Interest and fiscal charges on non -capital debt (2,551,022) - Net cash used by noncapital financing activities: (6,628,984) (247,711) (373,760) CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES: Proceeds from issuance of debt 73,563,087 35,030,956 6,211,107 Principal payments on capital debt (30,380,000) (40,305,000) (7,920,000) Interest and fiscal charges (9,498,945) (5,388,234) (1,582,332) Principal payments under capital lease obligation - - - Proceeds from gas wells - - - Proceeds from impact fees - 4,983,401 2,303,008 Proceeds from sale of capital assets 158,815 32,358 1,494,663 Acquisition and construction of capital assets (69,370,755) (5,765,156) (11,011,083) Net cash used by capital Financing activities (35,527,798) (11,411,675) (10,504,637) CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale and maturities of investment securities 66,301,629 32,258,299 25,257,493 Purchase of investment securities (66,487,552) (34,642,847) (25,070,517) Interest received on investments 729,552 390,863 291,958 Net cash provided (used) by investing activities 543,629 (1,993,685) 478,934 Net increase (decrease)in cash and cash equivalents 3,853,089 2,192,443 1,389,990 Cash and cash equivalents at beginning of year 15,043,267 7,234,096 5,576,232 Cash and cash equivalents at end of year 18,896,356 9,426,539 6,966,222 Investments, at fair value (Note IV.A.) 126,597,450 63,106,859 46,668,676 Cash, cash equivalents and investments, at fair value $ 145,493,806 $ 72,533,398 $ 53,634,898 RECONCILIATION OF OPERATING INCOME (LOSS) TO NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES: Operating income (loss) $ 28,786,970 $ 9,388,156 $ 5,158,104 Adjustments: Depreciation expense 8,786,722 6,892,484 6,681,249 Decrease (Increase) in receivables (600,170) 1,189,961 124,362 Increase in interfund receivables (216,578) (48,115) (121,730) Increase in inventories - - - Decrease (Increase) in prepaid items 2,977,904 (15,054) - Increase in escrow deposits - - - Increase (Decrease) in accounts payable 4,012,565 (1,787,980) (399,328) Increase (Decrease) in compensated absences payable 163,127 (61) 41,721 Increase (Decrease) in net municipal pension balances 1,232,286 (12,364) 114,838 Increase in other post employment benefits 323,416 238,487 190,237 Increase in closure/postclosure liability - - - Increase in interfund payables - - - Total adjustments 16,679,272 6,457,358 6,631,349 Net cash provided (used) by operating activities $ 45,466,242 $ 15,845,514 $ 11,789,453 NONCASH CAPITAL, INVESTING AND FINANCING ACTIVITIES: Decrease in fair value of investments (72,163) (33,377) (26,892) Increase (Decrease) in equity due to non-cash transfers (408,730) - 235,000 Capital asset contributions - 2,693,069 4,913,490 The notes to the basic financial statements are an integral part of this statement. at Exhibit X Governmental Activities Total Internal Solid Waste Airport Enterprise Service Fund Fund Funds Funds S 31,085,204 S 714,989 S 261,213,931 S 67,768,045 (9,811,579) (620,676) (41,917,154) (11,057,411) (11,031,535) (1,200,010) (137,059,175) (52,371,825) 10,242,090 (1,105,697) 82,237,602 4,338,809 - (50,000) (1,451,186) (387,300) - - 236,753 - - - (3,535,000) - (2,551,022) (50,000) (7,300,455) (387,300) 16,264,749 - 131,069,899 - (7,176,308) (290,807) (86,072,115) (252,408) (1,572,765) (113,659) (18,155,935) (98,808) - - - (756,052) - 439,753 439,753 - - - 7,286,409 - 405,330 - 2,091,166 36,529 (9,168,498) (190,291) (95,505,783) (1,148,263) (1,247,492) (155,004) (58,846,606) (2,219,002) 4,031,164 4,265,311 132,113,896 8,153,462 (11,296,389) (3,046,930) (140,544,235) (9,262,749) 122,466 38,214 1,573,053 86,932 (7,142,759) 1,256,595 (6,857,286) (1,022,355) 1,851,839 (54,106) 9,233,255 710,152 3,018,451 502,392 31,374,438 2,070,508 4,870,290 448,286 40,607,693 2,780,660 32,624,827 3,003,316 272,001,128 18,411,627 S 37,495,117 S 3,451,602 S 312,608,821 S 21,192,287 $ 2,316,822 S (1,757,472) $ 43,892,580 S 2,477,447 6,459,581 616,720 29,436,756 2,491,972 (143,562) 9,638 580,229 (8,113) - - (386,423) - - - - (405,514) - - 2,962,850 (94,914) - - - (6,000) 816,008 (9,117) 2,632,148 (1,080,177) 24,666 (442) 229,011 64,401 154,336 22,140 1,511,236 301,129 216,166 12,836 981,142 198,578 398,073 - 398,073 - - - - 400,000 7,925,268 651,775 38,345,022 1,861,362 S 10,242,090 S (1,105,697) S 82,237,602 S 4,338,809 (10,424) (3,098) (145,954) (9,269) 203,730 - 30,000 - - 98,542 7,705,101 153,994 CITY OF DENTON, TEXAS STATEMENT OF ASSETS AND LIABILITIES AGENCY FUNDS AS OF SEPTEMBER 30, 2016 Exhibit XI Agency Fund ASSETS: Cash, cash equivalents and investments, at fair value $ 292,764 Total assets $ 292,764 LIABILITIES: Accounts payable 292,764 Total liabilities $ 292,764 The notes to the basic financial statements are an integral part of this statement. W CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS SEPTEMBER 30, 2016 I. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The City of Denton is a municipal corporation governed by an elected seven -member council consisting of a mayor elected at large and six councilpersons, four representing specific geographical districts and two elected at large. The City receives funding from state and federal government sources and must comply with the requirements of these funding source entities. However, the City is not included in any other governmental "reporting entity," as defined in pronouncements by the Governmental Accounting Standards Board (GASB), as council members are elected by the public and have decision-making authority, the authority to levy taxes, the power to designate management, the ability to significantly influence operations, and primary accountability for fiscal matters. The financial statements of the City have been prepared to conform to accounting principles generally accepted (GAAP) in the United States of America as applicable to state and local governments. Generally accepted accounting principles for local governments include principles prescribed by GASB, the accepted standard-setting body for establishing governmental accounting and financial reporting principles. The following is a summary of the more significant policies. A. Reporting entity An elected seven -member council consisting of a mayor and six councilpersons govern the City. As required by accounting principles generally accepted in the United States of America, these financial statements present the City (the primary government) and its component units, which are entities for which the City is considered to be financially accountable. Blended component units, although legally separate entities, are, in substance, part of the City's operations, and so data from these units are combined with data of the primary government. A discretely presented component unit, on the other hand, is reported in a separate column in the government -wide financial statements to emphasize it is legally separate from the City. The City had no component units, discretely presented or blended, at September 30, 2016. B. Government -wide and fund financial statements The basic financial statements include both government -wide (based on the City as a whole) and fund financial statements. The reporting focus is either the City as a whole (government -wide financial statements) or major individual funds (within the fund financial statements). The government -wide financial statements (i.e., the statement of net position and the statement of activities) report information on all non -fiduciary activities of the primary government. For the most part, the effect of inter -fund activity has been removed from these statements. Governmental activities, which normally are supported by taxes and intergovernmental revenues, are reported separately from business -type activities, which rely to a significant extent on fees and charges for support. The government -wide statement of activities demonstrates the degree to which the direct expenses of a functional category (public safety, public works, etc.) or segment are offset by program revenues. Direct expenses are those that are clearly identifiable with a specific function or segment. Program revenues include (1) charges to customers or applicants who purchase, use or directly benefit from goods, services or privileges provided by a given function or segment; (2) grants and contributions that are restricted to meeting operational requirements of a particular function or segment; and (3) grants and contributions that are restricted to meeting the capital requirements of a particular function or segment. Taxes and other items not properly included among program revenues are reported instead as general revenues. The net cost (by function or business -type activity) is normally covered by general revenue (property taxes, sales taxes, franchise fees, interest income, etc.). Separate fund financial statements are provided for governmental funds, proprietary funds, and fiduciary funds, even though the latter are excluded from the government -wide financial statements. Major governmental funds and major enterprise funds are reported as separate columns in the fund financial statements. GASB Statement No. 34 sets forth minimum criteria (percentage of assets, liabilities, revenues or expenditures/expenses of either fund category and for the governmental and enterprise funds combined) 33 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2016 for the determination of major funds. Non -major funds are combined in a column in the fund financial statements. Internal service funds, which traditionally provide services primarily to other funds of the government, are presented in summary form as part of the proprietary fund financial statements. The financial statements of internal service funds are allocated (based on the percentage of goods or services provided) between the governmental and business -type activities when presented at the government -wide level. The City's fiduciary funds are presented in the fund financial statements. Since by definition these assets are being held for the benefit of a third party (other local governments, individuals, etc.) and cannot be used to address activities or obligations of the government, these funds are not incorporated into the government - wide statements. The government -wide focus is more on the sustainability of the City as an entity and the change in aggregate financial position resulting from the activities of the fiscal period. The focus of the fund financial statements is on the major individual funds of the governmental and business -type categories, as well as the fiduciary funds (by category). Each presentation provides valuable information that can be analyzed and compared to enhance the usefulness of the information. C. Measurement focus, basis of accounting and financial statement presentation The government -wide financial statements are reported using the economic resources measurement focus and the accrual basis of accounting, as are the proprietary fund statements. Revenues are recorded when earned, and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Property taxes are recognized as revenues in the year for which they are levied. Grants and similar items are recognized as revenue as soon as all eligibility requirements imposed by the provider have been met. Governmental fund -level financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Revenues are recognized as soon as they are both measurable and available. Revenues are considered to be available when they are collectible within the current period or soon enough thereafter to pay liabilities of the current period. For this purpose, the government considers revenues to be available if they are collected within 60 days of the end of the current fiscal period. Expenditures generally are recorded when a liability is incurred, as under accrual accounting. However, debt service expenditures, as well as expenditures related to compensated absences and claims and judgments, are recorded only when payment is due. Property tax, franchise fees, sales tax and other taxes associated with the current fiscal period are all susceptible to accrual and so have been recognized as revenues of the current fiscal period. All of the other revenue items are considered to be measurable and available only when cash is received. The City reports the following major governmental funds The general fund is the City's primary operating fund. All general tax revenues and other receipts that are not allocated by law or contractual agreement to some other fund are accounted for in this fund. From the fund are paid general operating costs, fixed charges and capital improvement costs that are not paid through other funds. The debt service fund accounts for the accumulation of financial resources for the payment of principal, interest and related costs on general long-term debt, paid primarily by taxes levied by the City. On a budgetary -basis, the debt service fund also accounts for pass-through debt service payments from the self-supporting proprietary funds. The capital projects fund accounts for financial resources used for the acquisition or construction of capital other than those recorded in the enterprise funds and internal service funds. Other governmental funds are a summarization of all of the non -major governmental funds 34 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2016 The City reports the following major proprietary funds: The City utility system is made up of three separate funds as follows: The electric fund accounts for electrical utility services to the residents and commercial establishments of the City. Activities necessary to provide such services are accounted for in the fund, including, but not limited to, administration, operations, maintenance, finance and related debt service. The water fund accounts for water utility services to the residents and commercial establishments of the City. Activities necessary to provide such services are accounted for in the fund, including, but not limited to, administration, operations, maintenance, finance and related debt service. The wastewater fund accounts for sewer and storm water services to the residents and commercial establishments of the City. Activities necessary to provide such services are accounted for in the fund, including, but not limited to, administration, operations, maintenance, finance and related debt service. The City provides additional services through the following funds: The solid waste fund accounts for the provision of solid waste services to the residents of the City. Activities necessary to provide such services are accounted for in the fund, including, but not limited to, administration, operations, maintenance, finance and related debt service. The airport fund accounts for the airport services to the public and is funded through operational and gas well revenues. Activities necessary to provide such services are accounted for in the fund, including, but not limited to, administration, operations, maintenance, finance and related debt service. The City additionally reports the following funds: Internal service funds are used to account for the financing of materials and services provided by one department of the City to other departments of the City on a cost -reimbursement basis. Agency funds are used to account for the payment of developers' escrow funds and other similar liabilities. The City holds the assets in an agency capacity for individuals, private organizations or other governments. Proprietary funds distinguish operating revenues and expenses from non-operating items. Operating revenues and expenses generally result from providing services and producing and delivering goods in connection with a proprietary fund's principal ongoing operations. The principal operating revenues of the City's electric, water, wastewater, solid waste, and airport funds are charges to customers for services. Operating expenses for the enterprise funds and internal service funds include the cost of sales and services, administrative expenses and depreciation on capital assets. All revenues and expenses not meeting this definition are reported as non-operating revenues and expenses. The City recognizes, as an asset or a liability, the difference between the electric fund's energy cost adjustment (ECA) revenue collected and related costs. When both restricted and unrestricted resources are available for use, it is the City's policy to use restricted resources first, then unrestricted resources as they are needed. D. Budgetary information The City Council follows these procedures, as prescribed by City Charter, in establishing the budgets reflected in the financial statements: 1. Within the time period required by law, the City Manager submits to the City Council a proposed budget for the fiscal year beginning on the following October 1. The operating budget includes proposed expenditures and the means of financing them. 0 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2016 2. Public hearings are conducted prior to the adoption of the budget in order to obtain taxpayer comments. The annual budget adopted by the City Council covers the general fund, non -major special revenue funds (Recreation Fund, Police Confiscation Fund, Tourist and Convention Fund, Gas Well Revenues Fund, Street Improvement Fund, and the Citizens' Park Trusts), the debt service fund, the enterprise funds, and internal service funds. The budget is legally enacted by the City Council through passage of an ordinance prior to the beginning of the fiscal year. The basic financial statements reflect the legal level of control, (i.e. the level at which expenditures cannot legally exceed the appropriated amount) which is established at the total fund level as approved by City Council. 4. The City Charter provides that the City Manager may transfer any part of the unencumbered appropriation balance or the entire balance thereof between programs or general classifications of expenditures within an office, department, agency or organizational unit. (The City Council defines an organizational unit as set forth in Article VIII, Section 8.07 of the City Charter, to be a fund that has been appropriated by the City Council.) City Council approval is not required up to the fund level. The Charter also provides that at any time during the year, at the request of the City Manager, City Council may by resolution transfer any part of the unencumbered appropriation balance or the entire balance thereof from one office, department, agency, or organizational unit to another, as well as make any increases in fund appropriations. Budgets are adopted on a basis for the governmental funds and the budgeted special revenue funds that is generally consistent with generally accepted accounting principles. Budgets for enterprise funds are prepared on the full accrual basis, except certain noncash transactions such as depreciation expense and amortization on debt issuance costs where it is not budgeted, and debt service payments where it is budgeted. Also, during the budgetary process, amounts are included in all fund budgets to recognize administrative transfers between funds for goods or services. These amounts are not included in the reporting of actual activity for the funds. For funds reporting required budget -to -actual comparisons, these administrative transfers are included as adjustments — budgetary basis. Appropriations in all budgeted funds lapse at the end of the fiscal year even if they have related encumbrances. Encumbrances are commitments related to unperformed contracts for goods or services (i.e., purchase orders and contracts). While all appropriations and encumbrances lapse at year end, valid outstanding encumbrances are re -appropriated against the subsequent year's budget, reducing the available appropriations for additional expenditures. E. Assets, liabilities and net position or equity 1. Cash, cash equivalents and investments The City's cash and cash equivalents are considered to be cash on hand, demand deposits and short-term investments with original maturities of three months or less from the date of acquisition. Investments are carried at fair value, except for the position in local government investment pools. The City's investment in pools are 2a7 -like pools and are reported at the net asset value per share (which approximates fair value) even though it is calculated using the amortized cost method. A 2a7 -like pool is one not registered with the Securities and Exchange Commission (SEC) as an investment company, but nevertheless has a policy operating in a manner consistent with the SEC's Rule 2a7 of the Investment Company Act of 1940. Fair value is determined as the price at which two willing parties would complete an exchange. The City uses a pooled cash and investment fund to hold and account for all of the City's investments. For financial reporting purposes, the investment balances in the pooled fund are allocated back to the individual funds based on their respective share of the pooled total. Interest earned on investments is also allocated back and recorded directly to the individual funds on a monthly basis. Ki CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2016 2. Receivables Outstanding balances between funds are reported as "interfund receivables/payables." Any residual balances between governmental activities and business -type activities are reported in the government - wide statements as "internal balances." Trade and property tax receivables are shown net of an allowance for uncollectible accounts. The City accrues amounts for utility services provided in September, but not billed at September 30, 2016. 3. Inventories Inventories of supplies are maintained at the City warehouse for use by all City funds and are accounted for by the consumption method. Cost is determined using a moving average method. No inventories exist in the governmental fund types. 4. Prepaid items Certain costs applicable to future accounting periods are recorded as prepaid items. During the recent fiscal years the City prepaid certain contractual obligations to the Texas Municipal Power Agency (TMPA) relating to the cost of TMPA providing energy to the City. The benefit from the prepayment is being amortized over the benefit period of 15 years, of which 8.5 years is remaining. 5. Restricted assets Certain proceeds of the City's governmental and proprietary fund general obligation bonds and certificates of obligation, as well as certain resources set aside for their repayment, are classified as restricted assets on the balance sheet because their use is limited by applicable bond covenants. Assets collected from impact fees are limited by state statute in use and also shown as restricted on the balance sheet of the Water and Wastewater funds. 6. Capital assets Capital assets, which include property, plant, equipment and infrastructure assets (e.g., roads, bridges, sidewalks and similar items) are reported in applicable governmental or business -type activities columns in the government -wide financial statements and in the proprietary fund financial statements. The City defines capital assets as assets with an initial, individual cost of more than $5,000 and an estimated useful life in excess of one year. Such assets are recorded at historical cost or estimated historical cost if purchased or constructed. Donated capital assets are recorded at acquisition costs at the time received. Major outlays for capital assets and improvements are capitalized as projects are constructed. Net interest incurred during the construction phase of capital assets of business -type activities and enterprise funds is included as part of the capitalized value of the assets constructed. For 2016, net interest capitalization of $3,367,199 was recorded for electric fund projects, $402,972 for water fund projects, $724,035 for wastewater fund projects, $169,577 for solid waste fund projects, and $70,956 for airport fund projects. 37 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2016 Capital assets are depreciated using the straight-line method over the following useful lives: Assets Years Buildings 40 Infrastructure 20-40 General improvements 10 Machinery and equipment 10-20 Furniture and office equipment 10 Computer equipment/software 3— 10 Plant and equipment 5 Underground pipe 40 Water storage rights 50— 100 Water recreation rights 50 Communication equipment 5 Vehicles 3— 10 Renewals and betterments of property and equipment are capitalized, whereas normal repair and maintenance are charged to expense as incurred. 7. Compensated absences The City allows full-time employees to accumulate unused vacation up to 320 hours (480 for Civil Service Fire employees.) Upon termination, any accumulated vacation time will be paid to an employee. Generally, sick leave is not paid upon termination except for civil service fire fighters and police officers. Firefighters and police officers accumulate unused sick leave up to a maximum of 1080 hours and 720 hours, respectively. All other employees are paid only upon illness while employed by the City. Accumulated vacation and sick leave is accrued when incurred in the government -wide, proprietary and fiduciary fund financial statements. A liability for these amounts is reported in governmental funds only if they have matured, for example, as a result of employee resignations and retirements but have not been paid this amount at the end of the fiscal year. The General Fund and Other Governmental Funds are used to record any payout expenditures of the governmental funds' employees and related liability, while proprietary fund payouts for their employees are recorded as reductions to the liabilities in those funds. 8. Arbitrage Arbitrage involves the investment of the proceeds from the sale of tax-exempt bonds in taxable instruments and securities authorized by the Public Funds Investment Act (Texas Government Code, Chapter 2256) that yield a higher rate, resulting in interest revenue in excess of interest costs. Federal tax code requires that these excess earnings be rebated to the federal government. The Capital Projects Fund has been used in prior years to liquidate governmental funds' related liability. 9. Pensions For purposes of measuring the net pension liability, pension -related deferred outflows and inflows of resources, and pension expense, information about the Fiduciary Net Position of the Texas Municipal Retirement System (TMRS) and the Firemen's Relief and Retirement Fund (FRRF) and additions to/deductions from TMRS's and the FRRF's Fiduciary Net Position have been determined on the same basis as they are reported by TMRS and the FRRF. For this purpose, plan contributions are recognized in the period that compensation is reported for the employee, which is when contributions are legally due. Benefit payments and refunds are recognized when due and payable in accordance with the benefit terms. Investments are reported at fair value. 38 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2016 10. Lona -term oblizations In the government -wide financial statements and proprietary fund types in the fund financial statements, long-term obligations are reported as liabilities. Bond premiums and discounts are deferred and amortized over the life of the bonds. Bonds payable are reported net of the applicable bond premium or discount. Gain/loss on refunding are reported as deferred outflow/inflow and recognized as a component of interest expense over the remaining life of the old debt or life of the new debt, whichever is shorter. In the fund financial statements, governmental fund types recognize bond premiums and discounts, as well as bond issuance costs, during the current period. The face amount of debt issued is reported as other financing sources. Premiums received on debt issuances are reported as other financing sources while discounts on debt issuances are reported as other financing uses. Issuance costs, whether or not withheld from the actual debt proceeds received, are reported as debt service expenditures. 11. Fund equity The City follows GASB Statement No. 54, "Fund Balance Reporting and Governmental Fund Type Definitions", and in accordance with the statement, the classifications of governmental fund balances are presented as follows: Nonspendable fund balances — includes amounts not in a spendable form or are legally or contractually required to be maintained intact. Examples include inventory or endowments. Restricted fund balance — includes amounts that can be spent only for the specific purposes stipulated by external resource providers, creditors, grantors, and contributors or through enabling legislation. Committed fund balance — includes amounts that can be used only for the specific purposes determined by the City Council through an ordinance and may only be changed or lifted through another ordinance. The ordinance must either adopt or rescind the commitment, as applicable, prior to the last day of the fiscal year for which the commitment is made. The amount subject to the constraint may be determined in the subsequent period. Assigned fund balance - comprises amounts intended to be used for specific purposes. Intent can be expressed by the City Council, or per the policy adopted by an ordinance by the City Council, the City Manager or the City Manager's designee (assistant city manager) may also make an assignment. In governmental funds other than the general fund, assigned fund balance represents the amount that is not restricted or committed and, at a minimum, is intended for the purpose of that fund. Unassigned fund balance — is the residual classification of the general fund and includes all amounts not constrained in the other classifications. Unassigned amounts are technically available for any purpose. When multiple categories of fund balance are available for expenditure and approved for use by the City Council, the City will start with the most restricted category and spend those funds first before moving down to the next category with available funds. Normally this would result in the use of restricted, then committed, then assigned, and lastly, unassigned fund balance. 12. Minimum fund balance policy It is the goal of the City to achieve and maintain an unassigned fund balance in the general fund equal to 20% of budgeted expenditures. An additional 5% resiliency reserve (25% combined total) may be maintained to safeguard against unusual financial circumstances or economic downturns. K1; CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2016 13. Net position Net position represents the difference between assets, deferred inflows, deferred outflows, and liabilities. Net investment in capital assets consists of capital assets net of accumulated depreciation and the outstanding balances of any borrowing spent for the acquisition, construction or improvements of those assets. Net position is reported as restricted when there are limitations imposed on their use either through the enabling legislation adopted by the City or through external restrictions imposed by creditors, grantors or laws or regulations of other governments. 14. Deferred outflows and inflows of resources In addition to assets, the statement of net position and/or balance sheet will sometimes report a separate section for deferred outflows of resources. This separate financial statement element, deferred outflows of resources, represents a consumption of net position applying to a future period and will not be recognized as an outflow of resources, either expenses or expenditures, until that time. The City reports the following items qualifying for this category: • Deferred charges on refunding reported in the statements of net position - A deferred charge on refunding results from the difference in the carrying value of refunded debt and its reacquisition price and is amortized over the shorter of the life of the refunded or refunding debt. • Deferred pension actuarial losses reported in the statement of net position — A deferred charge is recorded for the difference between actual experience and expected experience during the period between two actuarial valuations and is amortized over future periods. • Deferred pension contributions reported in the statement of net position — A deferred charge is recorded for pension contribution amounts paid by the City after the current year's measurement date (December 2015) and will be fully recognized in the next period on the next measurement date (December 2016). • Deferred pension actuarial assumption changes — A deferred charge is recorded for the difference due to assumption changes and amortized over future periods. In addition to liabilities, the statement of net position and/or balance sheet will sometimes report a separate section for deferred inflows of resources. This separate financial statement element, deferred inflows of resources, represents an acquisition of net position applying to a future period and will not be recognized as an inflow of resources, or revenues, until that time. The City has two types of items qualifying for reporting in this category: • Deferred pension excess earnings reported in the statement of net position — A deferred charge is recorded for the difference between actual investment earnings and expected investment earnings during the period and is amortized over future periods. • Deferred unavailable revenues reported on the balance sheet of the governmental funds — A deferred amount is recorded for the billed revenues not yet collected or available. These amounts are deferred and recognized as inflow of resources in the period the amounts become available. F. Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses/expenditures during the reporting period. Actual results could differ from those estimates. II. RECONCILIATION OF GOVERNMENT -WIDE AND FUND FINANCIAL STATEMENTS Explanation of certain differences between the governmental fund statement of revenues, expenditures and changes in fund balances and the government -wide statement of activities An element of that reconciliation states, "Bond proceeds provide current financial resources to governmental funds, but issuing debt increases long-term liabilities in the statement of net position. Repayment of bond est CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2016 principal is an expenditure in the governmental funds, but the repayment reduces long-term liabilities in the statement of net position. This is the amount by which payments exceeded proceeds." The details of this ($8,119,579) difference are as follows: Debt issued or incurred: Issuance of general obligation debt Issuance of certificates of obligation Issuance of capital lease debt Principal repayments: General obligation debt principal retirement Certificates of obligation principal retirement Refunded debt principal Lease obligations principal retirement Net adjustment to decrease net changes in fund balances — total governmental funds to arrive at changes in net position of governmental activities $(27,635,000) (7,190,000) (150,155) 8,030,477 5,260,000 13,465,000 100,099 $ (8,119,579) Another element of that reconciliation states, "The net effect of various miscellaneous transactions involving capital assets (i.e., sales, trade-ins and donations) is to decrease net position." The details of this ($2,030,459) difference are as follows: Net effect of transactions involving asset retirements/disposals $(5,294,655) Capital assets transferred to business -type activities as capital contributions (301,808) Donations of capital assets increase net position in the statement of activities but do not appear in the governmental funds because they are not financial resources 3,566,004 Net adjustment to increase net changes in fund balances - total governmental funds $(2,030,459) Another element of that reconciliation states, "Certain expenses reported in the statement of activities do not require the use of current financial resources and therefore are not reported as expenditures in governmental funds." The details of the ($3,424,554) difference are as follows: Compensated absences $ (247,205) Municipal pension obligation (16,483,887) Municipal pension deferred actuarial losses 14,776,061 Municipal pension deferred contributions 554,204 Municipal pension deferred assumption changes 1,924,607 Municipal pension deferred excess earnings (2,436,497) Other post employment benefits (1,469,591) Accrued interest (42,246) Net adjustment to decrease net changes in fund balances - total governmental funds to arrive at changes in net position of governmental activities $(3,424,554) CSI CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2016 III. STEWARDSHIP, COMPLIANCE AND ACCOUNTABILITY A. Deficit fund equity The Community Development Block Grant Fund and the Criminal Justice fund had deficit fund balances of ($219,290) and ($23,048) at September 30, 2016, respectively. The deficits were a result of reimbursement timing and clear in fiscal year 2016-2017. The Engineering Services internal service fund had a deficit net position of ($634,211) due to the implementation of GASB Statement No. 68 "Accounting and Financial Reporting for Pensions -an amendment of GASB Statement No. 27" which resulted in a significant increase in the municipal pension obligation. IV. DETAILED NOTES ON ALL FUNDS A. Deposits and investments In order to facilitate effective cash management practices, the operating cash of all funds is pooled into a common account for the purpose of increasing income through combined investment activities. At year-end, the City had $69,701,415 in cash and cash equivalents of which $292,764 is included in the agency funds and $13,379 in petty cash. The Public Funds Investment Act (Texas Government Code) authorizes the City to invest in obligations of the U.S. Treasury, U.S. agencies, fully collateralized repurchase agreements, public fund investment pools, SEC -registered no-load money market mutual funds, municipal securities of any state rated A or better, certificates of deposit (fully collateralized, insured, and standby letters of credit backed), and commercial paper rated not less than A-1 or P-1 with a stated maturity of no more than 270 days. The City's investment policy may further restrict those investment options. The investments reported on September 30, 2016 were similar to those held during the fiscal year. The City reports all investments in the financial statements at fair value. At September 30, 2016, the City's investments carried a fair value of $536,579,823, of which $69,700,000 is in a local governmental investment pool the City classifies in the financial statements as cash equivalents. The City categorizes its fair value measurements within the fair value hierarchy established by generally accepted accounting principles. GASB Statement No. 72, Fair Value Measurement and Application establishes an authoritative definition of fair value, sets a framework for measuring fair value, and requires additional disclosures about fair value measurements. The fair value hierarchy categorizes the inputs to valuation techniques used to measure fair value into three levels. Level 1 inputs are quoted prices (unadjusted) for identical assets or liabilities in active markets a government can access at the measurement date. • Level 2 inputs are inputs, other than quoted prices included within Level 1, observable for an asset or liability, either directly or indirectly. • Level 3 inputs are unobservable inputs for an asset or liability. The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. If a price for an identical asset or liability is not observable, a government should measure fair value using another valuation technique maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. If the fair value of an asset or a liability is measured using inputs from more than one level of the fair value hierarchy, the measurement is considered to be based on the lowest priority level input significant to the entire measurement. E, CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2016 At September 30, 2016, the City had the following recurring fair value investments: Fair Value Measurement Method Quoted Prices in Weighted Active Markets Significant Other Percent of Average for Identical Observable Inputs Total Maturity 9/30/2016 Assets (Level 1) (Level 2) Investments (Days) Investments Measured at Amortized Cost: TexSTAR - Investment Pool 69,700,000 12.99% 1 Certificates of Deposit 162,000,000 30.19% 359 Investments by Fair Value Level: Debt Securities: U.S. Treasury Securities - Coupon 29,070,258 29,070,258 - 5.42% 401 U.S. Agency Securities - Coupon 200,529,936 86,355,242 114,174,694 37.37% 386 U.S. Agency Securities - Callable 14,964,995 - 14,964,995 2.79% 883 Commercial P aper 24,931,675 - 24,931,675 4.65% 124 Municipal Bonds - Coupon 35,382,959 - 35,382,959 6.59% 541 Total Investments 536,579,823 115,425,500 189,454,323 Portfolio Weighted Average Maturity 341 Interest rate risk. In accordance with its investment policy, the City manages its exposure to declines in fair values due to interest rate fluctuations by limiting the weighted average maturity of its investment portfolio to less than eighteen months. Credit risk. The City's investment policy limits investments to obligations of the United States of America and its agencies, investment quality obligations of the State of Texas (including agencies, municipalities, counties, and other political subdivisions) with a rating not less than AA, Certificates of Deposits (fully insured, collateralized, or standby letter of credit backed), and commercial paper that has a maturity of 270 days or less and a minimum rating of A-1 or P-1. The City's investments in the bonds of U.S. agencies were rated AA+ by Standard & Poor's, and the City's investment in TexSTAR were rated "AAAm" by Standard & Poor's. Custodial credit risk. This is the risk that in the event of a bank or counterparty failure, the City's deposits may not be returned. The policy states that all bank deposits of City funds shall be secured by pledged collateral with a market value equal to no less than 102 percent of the principal plus accrued interest less an amount insured by FDIC. As of September 30, 2016, the bank balance for deposits was $3,395,268 and was fully collateralized by the City's third party custodian, BNY Mellon. Concentration of Credit Risk. The City's investment policy minimizes the risk of potential loss by diversifying investment types according to the following limitations based on value: U.S. Treasury bills/notes/bonds (100%), U.S. Agencies and Instrumentalities (100%), State of Texas Obligations — including agencies and local governments (15%), local government investment pools (50%), repurchase agreements (20%), certificates of deposit (35%), U.S. Money Market Mutual Funds (35%), callable U.S. Agencies and Instrumentalities (20%), and commercial paper (5%). TexSTAR. The Texas Short Term Asset Reserve Program (TexSTAR) is a local government investment pool organized under the authority of the Interlocal Cooperation Act, Chapter 791, Texas Government Code, and the Public Funds Investment Act, Chapter 2256, Texas Government Code (PFIA). TEXSTAR was created in April 2002 by contract among its participating governmental units and is governed by a board of directors. J.P. Morgan Investment Management Inc. (JPMIM) and Hilltop Securities Inc. (HTS) serve as co - administrators. JPMIM provides investment management services, and FirstSouthwest, a division of HTS, provides participant service and marketing. Custodial, fund accounting, and depository services are provided 43 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2016 by JPMorgan Chase Bank, N.A. and/or its subsidiary J.P. Morgan Investor Services Co. Transfer agency services are provided by Boston Financial Data Services, Inc. TexSTAR states all investments at amortized cost value. The investment pool has a redemption notice of one day or same day, which may be redeemed daily. As the redemption period is only one day or less, the City classifies these balances in the financials as cash equivalent. TexSTAR may only impose restrictions on redemptions in the event of a general suspension of trading on major securities markets, a general banking moratorium, or a national state of emergency affecting the pool's liquidity. The City has no unfunded commitments related to the investment pool. Cash, cash equivalents and investments, at fair value are reported together on the financial statements. Investments, at fair value, by fund were as follows: Unrestricted investments Change in fair value Restricted investments Change in fair value Total Unrestricted investments Change in fair value Restricted investments Change in fair value Total Unrestricted investments Change in fair value Restricted investments Change in fair value Total B. Property tax revenue General Fund Debt Service $ 21,061,908 $ 4,194,974 11,815 2,353 Capital Projects $135,383,968 75,947 Other Governmental Funds $ 15,727,280 8,823 $ 21,073,723 $ 4,197,327 $135,459,915 $ 15,736,103 Electric Water Wastewater Solid Waste $ 69,501,342 $38,337,750 $ 30,862,100 $ 6,972,683 38,989 21,507 17,313 3,912 57,025,129 24,733,727 15,780,411 25,633,852 31,990 13,875 8,852 14,380 $126,597,450 $63,106,859 $ 46,668,676 $ 32,624,827 Internal Property taxes attach as an enforceable lien on property as of January 1st. Taxes are levied on October 1st and are due and payable at that time; therefore, the legally enforceable claim arises on October 1st. A receivable is recorded at that time. All unpaid taxes levied October 1 st become delinquent February 1 st of the following year. Property taxes at the fund level are recorded as receivables and revenue in the period they become available. Current -year revenues recognized are those Ad valorem taxes collected within the current period or soon enough thereafter to pay current liabilities, which is sixty days after year-end. All other outstanding receivables are adjusted from revenue and recognized as deferred inflows of resources for future collections. 44 Service Total City Airport Funds Investments $ 2,658,604 $18,401,304 $343,101,913 1,491 10,323 192,473 343,029 - 123,516,148 192 - 69,289 $ 3,003,316 $18,411,627 $466,879,823 Property taxes attach as an enforceable lien on property as of January 1st. Taxes are levied on October 1st and are due and payable at that time; therefore, the legally enforceable claim arises on October 1st. A receivable is recorded at that time. All unpaid taxes levied October 1 st become delinquent February 1 st of the following year. Property taxes at the fund level are recorded as receivables and revenue in the period they become available. Current -year revenues recognized are those Ad valorem taxes collected within the current period or soon enough thereafter to pay current liabilities, which is sixty days after year-end. All other outstanding receivables are adjusted from revenue and recognized as deferred inflows of resources for future collections. 44 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2016 Current tax collections for the year ended September 30, 2016 were 99.39% of the tax levy. An allowance is provided for delinquent taxes not expected to be collected in the future. At September 30, 2016, the City had a tax rate of $0.68975 per $100 valuation. Based upon the maximum Ad valorem tax of $2.50 per $100 valuation imposed by Texas Constitutional law, the City had a tax rate margin of $1.81025. Additional revenues up to $153,204,114 could be raised per year based on the current year's certified assessed value of $8,463,146,760 before the limit is reached. On December 7, 2010, the City Council approved a Tax Increment Financing Reinvestment Zone (TIRZ 41) for the purpose of dedicating the increase in tax revenues generated within the TIRZ district for development in the downtown area of the City for a total of 30 years. The tax increment to be paid is 100% of the increment in years 1-5, 95% in years 6-10, 90% in years 11-20, and 85% in years 21-30. In fiscal year 2016, the total assessed value of $127,204,599 after supplemental adjustments for TIRZ #1 was an increase of $47,847,745 over the base fiscal year 2011 assessed value and resulted in $330,030 of property tax revenue recorded in the TIRZ Fund as part of All Other Special Revenue Funds. On December 18, 2012, the City Council approved a Tax Increment Financing Reinvestment Zone (TIRZ 42) for the purpose of dedicating 40% of the increase in tax revenues generated within the TIRZ district for development in the Westpark Industrial District for a total of 25 years. In fiscal year 2016, the assessed value of $120,538 after supplemental adjustments was an increase of $1,080 over the base fiscal year 2014 assessed value and resulted in $4 of property tax revenue recorded in the TIRZ Fund as part of All Other Special Revenue Funds. Denton County participates in the zone and based on their tax rate and a participation contribution of 40% of the County's tax rate, $1 of property tax revenue was generated for Fiscal Year 2016. The City created the Rayzor Ranch Public Improvement District No. 1 in 2014 for the undertaking and financing of public improvements authorized by Chapter 372 of the Texas Local Government Code. The project is located on the City's northern sector, east of Interstate 35, and encompasses approximately 229.693 contiguous acres. The estimated costs of the proposed public improvements total $40 million. The authorized improvement costs will be apportioned 100% to the District. The method of assessment will impose equal shares of the costs of the proposed public improvements on parcels that are similarly benefited. No City property will be assessed, and the City will not be obligated to pay any assessments. C. Receivables Receivables at September 30, 2016 for the City's individual major funds and other funds (non -major funds, internal service funds and fiduciary funds), including the applicable allowances for uncollectible accounts, are as follows: EIR CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2016 Receivables: Taxes Accounts Accrued interest Unbilled utility service Other Gross receivables Less: Allowance for uncollectibles Net total receivables Receivables: Taxes Accounts Accrued interest Unbilled utility service Other Gross receivables Less: Allowance for uncollectibles Net total receivables E, Other Capital Governmental General Debt Service Projects Funds Electric $ 6,844,234 $ 442,936 $ - $ - $ - 135,441 - - 49,445 10,209,142 113,512 22,609 729,648 84,760 681,911 - - - - 9,369,331 8,076,284 - - 508,526 986,328 15,169,471 465,545 729,648 642,731 21,246,712 (5,051,005) (181,006) - (29,395) (1,168,575) $10,118,466 $ 284,539 $ 729,648 $ 613,336 $20,078,137 Internal Service Water Wastewater Solid Waste Airport Funds Total $ - $ - $ - $ - $ - $ 7,287,170 1,849,411 1,545,987 1,599,613 17,169 953 15,407,161 339,922 251,378 175,732 16,177 99,173 2,514,822 1,910,171 1,545,108 1,535,229 - - 14,359,839 - - - 150,250 67,304 9,788,692 4,099,504 3,342,473 3,310,574 183,596 167,430 49,357,684 (211,690) (176,959) (183,098) - - (7,001,728) $ 3,887,814 $ 3,165,514 $ 3,127,476 $ 183,596 $ 167,430 $ 42,355,956 E, CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2016 D. Capital assets Capital asset balances and transactions for the year ended September 30, 2016 are summarized below and on the following page. Governmental activities: Capital assets not being depreciated: Land Construction in progress Total capital assets not being depreciated Capital assets being depreciated Balance at October 1, 2015 Increases $ 15,867,021 $ 576,657 1 11 nen — iso "I Transfers and Balance at Decreases September 30, 2016 $ 67,360 (19,044,496) (18,977,136) $ 16,511,038 55,954,816 72,465,854 Buildings 60,796,431 - (598,250) 60,198,181 Infrastructure 237,189,442 10,535,168 - 247,724,610 Machinery, equipment, and other improvements 90,171,390 8,244,674 (2,312,642) 96,103,422 Total capital assets being depreciated 388,157,263 18,779,842 (2,910,892) 404,026,213 Less accumulated depreciation for Buildings 24,006,704 1,540,624 (530,890) 25,016,438 Infrastructure 145,424,311 8,135,348 - 153,559,659 Machinery, equipment, and other improvements 55,899,608 7,084,804 (2,158,972) 60,825,440 Total accumulated depreciation 225,330,623 16,760,776 (2,689,862) 239,401,537 Total capital assets, being depreciated, net 162,826,640 2,019,066 (221,030) 164,624,676 Governmental activities capital assets, net $ 228,554,700 $ 27,733,996 $ (19,198,166) $ 237,090,530 47 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2016 Business -type activities: Capital assets not being depreciated: Land Construction in progress Total capital assets not being depreciated Capital assets being depreciated: Buildings Landfill improvements Water rights Infrastructure Plant, machinery, equipment, and other improvements Total capital assets being depreciated Less accumulated depreciation for: Buildings Landfill improvements Water rights Infrastructure Plant, machinery, equipment, and other Balance at October 1, 2015 Increases $ 23,675,272 $ 3,571,011 213,381,830 98,500,051 237,057,102 102,071,062 19,256,768 148,854 24,030,913 1,702,844 69,883,098 - 447,121,806 36,620,737 (continued) Transfers and Balance at Decreases September 30, 2016 $ (64,551) $ 27,181,732 (74,927,102) 236,954,779 (74,991,653) 264,136,511 405,433 19,811,055 - 25,733,757 69,883,098 (699,556) 483,042,987 332,124,922 39,508,938 (5,587,963) 366,045,897 892,417,507 77,981,373 (5,882,086) 964,516,794 6,459,930 562,323 349,537 7,371,790 17,455,697 2,941,571 - 20,397,268 18,354,513 697,894 - 19,052,407 132,717,410 11,125,188 (427,851) 143,414,747 improvements 161,904,971 14,109,780 (5,431,321) 170,583,430 Total accumulated depreciation 336,892,521 29,436,756 (5,509,635) 360,819,642 Total capital assets, being depreciated, net 555,524,986 48,544,617 (372,451) 603,697,152 Business -type activities capital assets, net $ 792,582,088 $ 150,615,679 $ (75,364,104) $ 867,833,663 Transfers and decreases include $405,433 ($349,537 in related accumulated depreciation) from Water Infrastructure to Buildings, $31,428 ($526 in related accumulated depreciation) from Solid Waste Infrastructure to Equipment, $100,000 ($1,458 in related accumulated depreciation) transferred from Governmental Activities to Business -Type Equipment, and $108,946 ($101,660 in related accumulated depreciation) transferred from Business -Type Equipment to Governmental Activities. 48 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2016 Depreciation expense was charged to activities of funds/functions/programs as follows: Governmental activities General government $ 2,313,727 Public Safety 2,197,768 Public Works 7,944,929 Parks & Recreation 1,812,380 Capital assets held by the internal service funds are charged to the various functions based upon usage 2,491,972 Total depreciation expense - governmental activities $16,760,776 Business -type activities Electric $ 8,786,722 Water 6,892,484 Wastewater 6,681,249 Solid Waste 6,459,581 Airport 616,720 Total depreciation expense - business -type activities $ 29,436,756 Construction commitments: The City has several major construction/capital projects planned or in progress as of September 30, 2016. These projects are evidenced by contractual commitments with contractors and include: Remaining Project Spent -to -Date Commitment Denton Energy Center $ 196,570 $ 199,816,232 Locust Substation Reconstruction 7,429,840 3,655,200 Bonnie Brae Widening - Phase 1 Engineering 5,167,988 2,828,850 North Lakes Substation Expansion 9,272,303 2,419,687 Arco Substation Reconstruction 14,710,871 1,311,329 Mayhill Widening - Phase 1 Engineering 4,703,176 1,216,063 Facilities Management HVAC -Flooring -Roofs 38,761 777,967 Woodrow Substation Upgrade 2,034,087 764,788 FM 2181 Widening - Water Utilities 683,975 746,779 Eagle Drive Reconstruction 1,532,904 700,719 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2016 E. Interfund receivables, payables and transfers A summary of interfund receivables and payables (in thousands) at September 30, 2016, is as follows: Interfund Receivables: Interfund Payables: Non -Major Governmental Major Funds Non -Major Governmental General Fund Funds Business -Type Major Funds Electric Water Wastewater Total Governmental Funds $ 343 $ - $ - $ - $ - $ 343 Internal Service Funds 330 - 3,303 515 252 4,400 Total $ 673 $ - $ 3,303 $ 515 $ 252 $ 4,743 The more significant interfund receivables and payables include the following: Interfund receivables Interfund payables Amount Electric fund Internal service funds -materials management $ 3,303,307 Water fund Internal service funds -materials management 515,357 General fund Internal service funds -materials management 329,646 Wastewater fund Internal service funds -materials management 251,690 General fund Non -Major Governmental Funds 342,656 The outstanding balances between the Electric, Water, Wastewater, and General Fund related to the Materials Management Fund are a result of the cash position in the Materials Management Fund due to inventory purchases. The outstanding balance between the General Fund and the Non -Major Governmental Funds is due to reimbursement timing from outside sources. Transfers between funds (in thousands) during the year were as follows: Transfers Out: Governmental Major Funds Business -Type Major Funds Non -Major Internal Governmental Electric Water Wastewater Solid Airport Service Transfers In: General Fund Funds Fund Fund Fund Waste Fund Funds Total Governmental Major Funds: Debt Service Fund $ $ 127 $ $ $ 361 $ $ $ $ 488 Capital Projects Fund 3,853 2,398 - 387 6,638 Non -Major Governmental Funds 99 25 597 164 104 - 50 - 1,039 Electric Fund 30 54 - - - 767 - 851 Water Fund - - - 46 - 46 Wastewater Fund 7 - 130 - 235 372 Solid Waste Fund - - 1,205 1,205 Total $ 3,982 $ 2,611 $ 1,802 $ 294 $ 511 $ 1,002 $ 50 $ 387 $10,639 A CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2016 The more significant transfers include the following: Transfers from fund General Fund Non -Major Gov't — Street Improvements Electric Business -type Major Funds Solid Waste Internal Service Funds Wastewater Transfers to fund Amount Capital Projects $3,853,366 Capital Projects 1,532,315 Solid Waste 1,205,455 Non -Major Gov't — Street Improvements 864,752 Electric 766,725 Capital Projects 387,300 Debt Service 361,037 Transfers from the General Fund, from the Non -Major Governmental fund — Street Improvements, and from the Internal Service Funds to the Capital Projects Fund were to fund capital projects and vehicle replacements. Transfers from the Business -type Major Funds (Electric, Water, and Wastewater) to the Non -Major Governmental fund — Street Improvements were for bond savings costs related to the issue of certificates of obligation rather than revenue bonds. The savings fund street maintenance operations in the Street Improvements Fund. Transfers between the Electric Fund and the Solid Waste Fund were related to the transfer of land and building assets. Transfers from the Wastewater Fund to the Debt Service Fund were for related drainage debt service payments. F. Leases Leases payable represent the remaining principal amounts payable under lease purchase agreements for the acquisition of equipment through the General Fund and Tech Services funds. These leases are recorded as capital leases. Remaining requirements, including interest, under these leases are as follows: Year P ayments 2017 $ 910,270 2018 505,054 2019 4,172 Total minimum lease payments $ 1,419,496 Less: amount representing interest 46,266 Present value of minimum future lease payments $ 1,373,230 The following schedule provides an analysis of the City's investments in equipment under capital lease arrangements as of September 30, 2016: Equipment $ 10,543,377 Less: Accumulated Depreciation (9,100,013) Total $ 1,443,364 62 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2016 G. Long-term debt Long-term liabilities transactions for the year ended September 30, 2016 are summarized as follows below and on the following pages: Governmental Activities: General obligation bonds Certificates of obligation Obligations under capital leases Compensated absences payable Claims payable Municipal pension obligation Other post employment benefits Unamortized premium/(discounts) Total governmental long-term liabilities Business -type Activities: Revenue bonds General obligation bonds Certificates of obligation Compensated absences payable Municipal pension obligation Other post employment benefits Landfill closure/post-closure Unamortized premi mV(discounts) Total business -type activities Total long-term liabilities Balance at Balance at October 1, September 30, Due Within 2015 Increases Decreases 2016 One Year $ 95,019,058 $ 27,635,000 $ 12,792,884 $ 109,861,174 $ 8,841,338 41,590,000 7,190,000 14,215,000 34,565,000 5,365,000 2,079,226 150,155 856,151 1,373,230 875,168 11,157,528 6,104,355 5,792,749 11,469,134 5,238,269 4,722,979 20,858,912 21,510,487 4,071,404 2,037,458 53,272,590 21,861,151 3,571,090 71,562,651 - 3,733,735 2,063,671 395,502 5,401,904 - 6,039,853 4,317,834 1,106,908 9,250,779 1,290,887 $ 217,614,969 $ 90,181,078 $ 60,240,771 $ 247,555,276 $23,648,120 Balance at Balance at October 1, September 30, Due Within 2015 Increases Decreases 2016 One Year $ 63,340,000 $ - $ 63,340,000 $ - $ - 108,585,942 39,720,000 7,242,116 141,063,826 12,263,662 359,375,000 76,115,000 19,025,000 416,465,000 19,560,000 2,777,869 2,479,083 2,250,072 3,006,880 2,491,525 26,838,071 11,105,223 2,881,266 35,062,028 - 1,965,089 1,216,162 235,020 2,946,231 - 6,813,786 398,073 - 7,211,859 - 27,564,106 15,234,899 4,284,364 38,514,641 5,219,972 597,259,863 146,268,440 99,257,838 644,270,465 39,535,159 $ 814,874,832 $ 236,449,518 $ 159,498,609 $ 891,825,741 $ 63,183,279 For Internal Service funds, long-term liabilities are included as part of the above totals for governmental activities. Compensated absences payables and municipal pension obligations balances and payments are based on the assignment of an employee within a fund. Other postemployment benefits are liquidated from the Health Insurance internal service fund, with the retiree subsidy amounts paid predominantly by the General Fund. Claims payable represents an estimate of self-insured claims liability outstanding in the Health Insurance and Risk Retention internal service funds. 6% CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2016 General bonded debt - General bonded debt at September 30, 2016, is comprised of the following: Original Gross Amount General Obligation Bonds and Interest Rate Amount of Outstanding at Certificates of Obligation Debt (%) Issue Date Final Maturity Issue September 30, 2016 General obligation 4.0 to 5.0 2007 2026 $ 15,925,000 $ 740,000 General obligation 4.0 to 5.25 2007 2022 26,025,000 14,455,000 General obligation refunding 4.0 to 4.75 2008 2028 7,300,000 670,000 General obligation 3.0 to 5.0 2009 2016 6,695,000 - General obligation refunding 3.8 to 4.3 2010 2030 4,115,000 3,255,000 General obligation 2.0 to 4.75 2011 2031 2,225,000 1,840,000 General obligation refunding 2.0 to 5.0 2012 2032 14,358,739 11,511,580 General obligation refunding 2.0 to 4.0 2013 2033 10,221,023 9,029,594 General obligation refunding 2.0 to 3.5 2014 2034 7,165,000 5,340,000 General obligation refunding 3.0 to 5.0 2015 2035 36,110,000 35,385,000 General obligation refunding 3.0 to 5.0 2016 2036 27,635,000 27,635,000 Total general obligation bonds 157,774,762 109,861,174 Certificates of obligation 4.5 to 5.0 2007 2027 $ 8,855,000 $ 530,000 Certificates of obligation 4.0 to 5.0 2007A 2028 7,065,000 315,000 Certificates of obligation 3.0 to 4.625 2008 2028 7,865,000 900,000 Certificates of obligation 2.0 to 5.0 2010 2030 2,790,000 805,000 Certificates of obligation 2.0 to 5.0 2011 2031 3,455,000 990,000 Certificates of obligation 2.0 to 5.0 2012 2032 4,490,000 1,780,000 Certificates of obligation 3.0 to 4.0 2013 2033 10,805,000 8,085,000 Certificates of obligation 2.0 to 5.0 2014 2039 8,635,000 7,300,000 Certificates of obligation 2.0 to 5.0 2015 2034 7,420,000 6,670,000 Certificates of obligation 3.0 to 5.0 2016 2036 7,190,000 7,190,000 Total certificates of obligation 68,570,000 34,565,000 Total general bonded debt $ 226,344,762 $ 144,426,174 [These amounts do not include net unamortized premiums/ (discounts) of $9,250,779 nor net deferred gain/ (loss) on refunding of ($2,332,357).] Proceeds of general obligation bonded debt are restricted to the uses for which they were approved in the bond elections or, in the case of a refunding issuance, to the uses for which the certificates of obligation were originally issued. The City Charter expressly prohibits the use of bond proceeds to fund operating expenses. The general obligations are collateralized by the full faith and credit of the City and, primarily, payable from property taxes. In prior years, the City defeased general obligation bonds and certificates of obligation by placing the proceeds of new debt in an irrevocable trust to provide for all future debt service payments on the old bonds. Accordingly, the trust account assets and liabilities for the defeased debt are not included in the City's financial statements. On September 30, 2016 $14,315,000 of general obligation bonds and $10,415,000 of certificates of obligation considered defeased are still outstanding. In June 2016, the City issued $83,305,000 ($76,115,000 of which is included as part of business type activities) in certificates of obligation. The debt was issued to pay the costs of various capital improvements 53 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2016 in the Capital Projects Fund ($7,190,000), Electric ($53,210,000), Water ($6,520,000), Wastewater ($3,385,000), and Solid Waste ($13,000,000). In June 2016, the City issued $28,930,000 ($1,295,000 of which is included as part of business -type activities) of general obligation refunding and improvement bonds. The refunding portion of the bonds' reacquisition price exceeded the net carrying amount of the old debt by $764,162 ($70,336 of which is reported as a loss in business -type activities'). This amount is being amortized over the remaining life of the refunded debt, which is shorter than the life of the new debt issued. This advance refunding was undertaken to reduce total debt service payments over 13 years by $2,134,487 and resulted in a net present value savings of $1,842,442. The improvement portion of the bonds was issued to pay the costs of various capital improvements in the Capital Projects Fund for $15,590,000. In September 2016, the City issued $3 8,425,000 (all of which is included as part of business -type activities) of general obligation refunding bonds. The reacquisition price exceeded the net carrying amount of the old debt by $3,005,584 all of which is reported in business -type activities. This amount is being amortized over the remaining life of the refunded debt, which is shorter than the life of the new debt issued. This advance refunding was undertaken to reduce total debt service payments over 14 years by $13,522,240 and resulted in a net present value savings of $6,256,072, net of $6,158,864 of existing debt service funds applied toward the refunding. Business -type revenue bonds — There were no outstanding revenue bond debt balances at September 30, 2016. All revenue bond debt was defeased through either principal payments or the issuance of general obligation refunding bonds. In prior years, the City defeased revenue bonds by placing the proceeds of new bonds in an irrevocable trust to provide for all future debt service payments on the old bonds. Accordingly, the trust account assets and liabilities for the defeased bonds are not included in the City's financial statements. On September 30, 2016, $57,955,000 of revenue bonds considered defeased are still outstanding. 54 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2016 Business -type general obligation bonds and certificates of obligation - General obligation bonds and certificates of obligation issued for electric, water, wastewater, solid waste, and airport funds at September 30, 2016, is comprised of the following: Gross Amount General Obligation Bonds and Interest Rate Original Amount Outstanding at Certificates of Obligation Debt N) Issue Date Final Maturity of Issue September 30, 2016 General obligation refunding General obligation refunding General obligation refunding General obligation refunding General obligation refunding General obligation refunding General obligation refunding General obligation refunding General obligation refunding General obligation refunding Total general obligation bonds Certificates of obligation Certificates of obligation Certificates of obligation Certificates of obligation Certificates of obligation Certificates of obligation Certificates of obligation Certificates of obligation Certificates of obligation Certificates of obligation Total certificates of obligation Total business -type G.O./C.O. bonds 4.0 to 5.25 3.0 to 5.0 2.0 to 4.75 2.0 to 5.0 2.0 to 4.0 3.0 to 5.0 3.0 to 5.0 4.0 to 5.0 3.0 to 5.0 3.0 to 5.0 2007 2010 2011 2012 2013 2014A 2015 2015A 2016 2016A 2022 2022 2031 2032 2033 2039 2035 2026 2028 2030 4.5 to 5.0 2007 2027 4.0 to 5.0 2008 2028 2.0 to 5.0 2010 2030 2.0 to 5.0 2010 2025 2.0 to 5.0 2011 2031 2.0 to 5.0 2012 2032 3.0 to 4.0 2013 2033 2.0 to 5.0 2014 2039 2.0 to 5.0 2015 2034 3.0 to 5.0 2016 2046 $ 2,245,000 $ 2,020,000 35,815,000 19,980,000 8,620,000 2,655,000 19,231,261 15,663,420 513,977 450,406 27,155,000 25,605,000 1,530,000 1,530,000 33,945,000 33,440,000 1,295,000 1,295,000 38,425,000 38,425,000 168,775,238 141,063,826 2,590,000 2,820,000 58,295,000 58,820,000 28,645,000 40,185,000 52,715,000 80,545,000 85,595,000 76,115,000 486,325,000 $ 655,100,238 65,000 90,000 42,750,000 40,110,000 20,190,000 31,655,000 45,540,000 76,490,000 83,460,000 76,115,000 416,465,000 $ 557,528,826 [These amounts do not include net unamortized premiums/ (discounts) of $38,514,641 nor net deferred gain/ (loss) on refunding of ($5,393,894.] 6.1 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2016 Schedule of long-term debt maturities Aggregate maturities of the long-term debt (principal and interest) for the years subsequent to September 30, 2016 are shown below: Governmental Activities Business -Type Activities General Obligation Fiscal Year Principal Interest 2017 $ 8,841,338 $ 4,322,906 2018 9,114,560 3,952,704 2019 8,918,269 3,547,368 2020 8,556,312 3,142,096 2021 8,614,378 2,754,452 2022-2026 34,101,317 8,905,465 2027-2031 19,325,000 3,752,796 2032-2036 12,390,000 931,232 Total $109,861,174 $ 31,309,019 Business -Type Activities Certificates of Obligation Principal General Obligation Fiscal Year Principal Interest 2017 $ 12,263,662 $ 6,001,924 2018 16,495,440 5,548,690 2019 19,166,731 4,721,751 2020 20,088,688 3,826,292 2021 17,200,622 2,964,576 2022-2026 45,013,683 6,106,695 2027-2031 10,835,000 619,024 2032-2036 - - 2037-2041 2042-2046 - - Total $141,063,826 $ 29,788,952 Certificates of Obligation Principal Interest $ 5,365,000 $ 1,434,920 4,175,000 1,185,638 3,235,000 1,015,763 2,960,000 868,425 2,270,000 744,300 6,915,000 2,596,250 5,700,000 1,309,441 3,945,000 255,453 $ 34,565,000 $ 9,410,190 Certificates of Obligation Principal Interest $ 19,560,000 $ 17,637,099 19,640,000 16,324,357 19,880,000 15,395,732 20,185,000 14,444,007 19,305,000 13,497,894 96,820,000 54,204,664 88,765,000 34,642,884 54,890,000 19,238,956 39,825,000 11,231,537 37,595,000 2,960,867 $ 416,465,000 $ 199,577,997 Capital Leases Principal Interest $ 875,168 $ 35,102 493,890 11,164 4,172 - $ 1,373,230 $ 46,266 Total Principal Interest $ 15,081,506 $ 5,792,928 13,783,450 5,149,506 12,157,441 4,563,131 11,516,312 4,010,521 10,884,378 3,498,752 41,016,317 11,501,715 25,025,000 5,062,237 16,335,000 1,186,685 $145,799,404 $ 40,765,475 Total Principal Interest $ 31,823,662 $ 23,639,023 36,135,440 21,873,047 39,046,731 20,117,483 40,273,688 18,270,299 36,505,622 16,462,470 141,833,683 60,311,359 99,600,000 35,261,908 54,890,000 19,238,956 39,825,000 11,231,537 37,595,000 2,960,867 $557,528,826 $ 229,366,949 [These amounts do not include net unamortized premiums/ (discounts) of $47,765,420 nor net deferred gain/ (loss) on refunding of ($7,726,251).] Bonds authorized and unissued General obligation bonds authorized but unissued as of September 30, 2016 amounted to $70,945,000. When issued, the proceeds will be allocated to the applicable street, public safety, drainage, and parks projects. H. Landfill closure and post -closure cost State and federal laws and regulations require the City to place a final cover on its Mayhill Road landfill site upon closure and to perform certain maintenance and monitoring functions at the site for thirty years after closure. Although closure and post -closure care costs will be paid only upon anticipated closure, the City reports a portion of these costs as an operating expense in each period based on landfill capacity used as of each balance sheet date. Based on a model created by a 2009 engineering study, total landfill closure and post -closure cost increased from $16,314,785 at September 30, 2015 to $16,706,340 at September 30, 2016. The $7,211,859 reported as landfill closure and post -closure care liability is a $398,073 increase from the $6,813,786 liability reported on September 30, 2015. This liability represents the cumulative amount incurred to date based on the use of 43.2% of the estimated capacity of the entire landfill at September 30, 2016. Based on this estimate, the remaining potential estimated liability for closure and post -closure care of the entire landfill is $9,494,481. The City will recognize the remaining estimated cost of closure and post -closure care as the remaining capacity is filled. These amounts are based on what it would cost to perform closure and post -closure care in 2016. Actual cost may fluctuate due to inflation, changes in technology, or changes in regulations. The landfill has a remaining life of 33 years, and the City expects to close the landfill in fiscal year 2049. 1.7 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2016 The solid waste fund has provided for a reservation and designation of cash and investments of $7,378,027 at September 30, 2016, and anticipates increasing the reserve in future periods as the closure and post -closure activities are carried out. V. OTHER INFORMATION A. Pension plans Texas Municipal Retirement Plan Plan description The City participates as one of 866 plans in the nontraditional, joint contributory, hybrid defined benefit pension plan administered by the Texas Municipal Retirement System (TMRS). TMRS is an agency created by the State of Texas and administered in accordance with the TMRS Act, Subtitle G, Title 8, Texas Government Code (the TMRS Act) as an agent multiple -employer retirement system for municipal employees in the State of Texas. The TMRS Act places the general administration and management of the System with a six -member board of Trustees. Although the Governor, with the advice and consent of the Senate, appoints the Board, TMRS is not fiscally dependent on the State of Texas. TMRS's defined benefit pension plan is a tax -qualified plan under Section 401(a) of the Internal Revenue Code. TMRS issues a publicly -available comprehensive annual financial report (CAFR) obtainable at www1mrs.com. All eligible employees of the city are required to participate in TMRS. Benefits provided TMRS provides retirement, disability, and death benefits. Benefit provisions are adopted by the governing body of the City, within the options available in the state statutes governing TMRS. At retirement, the benefit is calculated as if the sum of the employee's contributions, with interest, and the city -financed monetary credits with interest were used to purchase an annuity. Members may choose to receive their retirement benefit in one of seven payments options. Members may also choose to receive a portion of their benefit as a Partial Lump Sum Distribution in an amount equal to 12, 24, or 36 monthly payments, which cannot exceed 75% of the member's deposits and interest. At the inception of the plan, the city granted monetary credits for service rendered before the plan began (or prior service credits) of a theoretical amount at least equal to two times what would have been contributed by the employee, with interest (3% annual), prior to establishment of the plan. Monetary credits for service since the plan began (or current service credits) are a percent (200%) of the employee's accumulated contributions. In addition, the City grants on an annually repeating basis, another type of monetary credit referred to as an updated service credit. This monetary credit is determined by hypothetically recomputing the member's account balance by assuming the current member deposit rate of the City (7%) has always been in effect. The computation also assumes the member's salary has always been the member's average salary — using a salary calculation based on the 36 -month period ending a year before the effective date of calculation. This hypothetical account balance is increased by 3% each year, and increased by the city match currently in effect (200%). The resulting sum is then compared to the member's actual account balance increased by the actual city match and actual interest credited. If the hypothetical calculation exceeds the actual calculation, the member is granted a monetary credit (or Updated Service Credit) equal to the difference between the hypothetical calculation and the actual calculation times the percentage adopted. At retirement, the benefit is calculated as if the sum of the employee's accumulated contributions with interest and the city - financed monetary credits with interest were used to purchase an annuity. The plan provisions also include an annually repeating basis cost of living adjustments for retires equal to 70% of the change in the consumer price index. Members can retire at ages 60 and above with 5 or more years of service or with 20 years of service regardless of age. A member is vested after five years. 57 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2016 Employees covered by benefit terms At the December 31, 2015 valuation and measurement date, the following employees were covered by the benefit terms: Inactive employees or beneficiaries currently receiving benefits 498 Inactive employees entitled to but not yet receiving benefits 443 Active employees 1,188 Total 2,129 Contributions The contribution rates for employees in TMRS are either 5%, 6%, or 7% of employee gross earnings, and the city matching percentages are either 100%, 150%, or 200%, both as adopted by the City Council. Under the state law governing TMRS, the contribution rate for each city is determined annually by the actuary, using the Entry Age Normal (EAN) actuarial cost method. The actuarially determined rate is the estimated amount necessary to finance the cost of benefits earned by employees during the year, with an additional amount to finance any unfunded accrued liability. Employees for the City were required to contribute 7% of their annual gross earnings during the fiscal year. The contribution rates for the City were 17.76% and 17.23% in calendar years 2015 and 2016, respectively. The City's contributions to TMRS for the year ended September 30, 2016 were $14,435,639 and were equal to the required contributions. Net pension liability The City's Net Pension Liability (NPL) was measured as of December 31, 2015, and the Total Pension Liability (TPL) used to calculate the Net Pension Liability was determined by an actuarial valuation as of that date. Actuarial assumptions The Total Pension Liability in the December 31, 2015 actuarial valuation was determined using the following actuarial assumptions: Inflation 2.5% per year Overall payroll growth 3.0% per year Investment Rate of Return 6.75%, net of pension plan investment expense, including inflation Salary increases were based on a service -related table. Mortality rates for active members, retirees, and beneficiaries were based on the gender -distinct RP2000 Combined Healthy Mortality Tables with Blue Collar Adjustment, with male rates multiplied by 109% and female rates multiplied by 103%. The rates are projected on a fully generational basis by scale BB to account for future mortality improvements. For disabled annuitants, the gender -distinct RP2000 Combined Healthy Mortality Tables with Blue Collar Adjustment are used with male rates multiplied by 109% and female rates multiplied by 103% with a 3 -year set -forward for both males and females. In addition, a 3% minimum mortality rate is applied to reflect the impairment for younger members who become disabled. The rates are projected on a fully generational basis by scale BB to account for future mortality improvements subject to the 3% floor. Actuarial assumptions used in the December 31, 2015, valuation were based on the results of actuarial experience studies. The experience study in TMRS was for the period December 31, 2010 through December 31, 2014. Healthy post-retirement mortality rates and annuity purchase rates were updated based on a Mortality Experience Investigation Study covering 2009 through 2011, and dated December 31, 2013. These assumptions were first used in the December 31, 2013 valuation, along with a change to the Entry Age Normal 58 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2016 (EAN) actuarial cost method. Assumptions are reviewed annually. No additional changes were made for the 2014 valuation. After the Asset Allocation Study analysis and experience investigation study, the Board amended the long-term expected rate of return on pension plan investments from 7% to 6.75%. Plan assets are managed on a total return basis with an emphasis on both capital appreciation as well as the production of income, in order to satisfy the short-term and long-term funding needs of TMRS. The long-term expected rate of return on pension plan investments was determined using a building-block method in which best estimate ranges of expected future real rates of return (expected returns, net of pension plan investment expense and inflation) are developed for each major asset class. These ranges are combined to produce the long-term expected rate of return by weighting the expected future real rates of return by the target asset allocation percentage and by adding expected inflation. In determining their best estimate of a recommended investment return assumption under the various alternative asset allocation portfolios, TMRS's actuary focused on the area between (1) arithmetic mean (aggressive) without an adjustment for time (conservative) and (2) the geometric mean (conservative) with an adjustment for time (aggressive). At its meeting on July 30, 2015, the TMRS Board approved a new portfolio target allocation. The target allocation and best estimates of real rates of return for each major asset class are summarized in the following table: Asset Class Domestic Equity International Equity Core Fixed Income Non -Core Fixed Income Real Return Real Estate Absolute Return Private Equity Long -Term Expected Real Target Rate of Return Allocation (Arithmetic) 17.5% 4.55% 17.5% 6.10% 10.0% 1.00% 20.0% 3.65% 10.0% 4.03% 10.0% 5.00% 10.0% 4.00% 5.0% 8.00% Total 100.0% Discount rate The discount rate used to measure the Total Pension Liability was 6.75%. The projection of cash flows used to determine the discount rate assumed that employee and employer contributions will be made at the rates specified in statute. Based on that assumption, the pension plan's Fiduciary Net Position was projected to be available to make all projected future benefit payments of current active and inactive employees. Therefore, the long-term expected rate of return on pension plan investments was applied to all periods of projected benefit payments to determine the Total Pension Liability. 6T CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2016 Changes in the net pension liability Balance at 12/31/2014 Changes for the year: Service cost Interest Change of benefit terms Difference between expected and actual experience Changes of assumptions Contributions - employer Contributions - employee Net investment income Benefit payments, including refunds of employee contributions Administrative expense Other changes Net changes Balance at 12/31/2015 Increase (Decrease) Total Pension Plan Fiduciary Net Pension Liability Net Position Liability (a) (b) (a) - (b) $ 384,408,038 $ 318,166,193 $ 66,241,845 12,615,957 - 12,615,957 26,905,700 - 26,905,700 (1,525,911) - (1,525,911) (428,789) - (428,789) - 13,615,410 (13,615,410) - 5,365,231 (5,365,231) - 469,530 (469,530) (12,697,735) 24,869,222 (12,697,735) - (285,957) 285,957 (14,123) 14,123 6,452,356 18,416,866 $ 409,277,260 $ 324,618,549 $ 84,658,711 Sensitivity of the net pension liability to changes in the discount rate The following presents the net pension liability of the City, calculated using the discount rate of 6.75%, as well as what the City's net pension liability would be if it were calculated using a discount rate that is 1 - percentage -point lower (5.75%) or 1 -percentage -point higher (7.75%) than the current rate: 1% Decrease in Current 1% Increase in Discount Rate Discount Rate Discount Rate City's net pension liability $ 146,877,886 $ 84,658,711 $ 33,910,559 Pension plan fiduciary net position Detailed information about the pension plan's Fiduciary Net Position is available in a separately -issued TMRS financial report. That report may be obtained on the Internet at www. tmrs. com. Pension expense and deferred outflows of resources and deferred inflows of resources related to pensions For the year ended September 30, 2016, the City recognized pension expense of $16,873,960. This amount is included as part of personal services expenses. [4t CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2016 At September 30, 2016, the City reported deferred outflows of resources and deferred inflows of resources related to TMRS pension from the following sources: Differences between projected and actual investment earnings Contributions subsequent to the measurement date Differences between expected and actual economic experience Difference in assumption changes Total Deferred Outflows of Resources $ 19,703,549 10,660,116 $ 30,363,665 Deferred Inflows of Resources (1,324,228) (342,859) $ (1,667,087) $10,660,116 reported as deferred outflows of resources related to pensions resulting from contributions subsequent to the measurement date will be recognized as a reduction of the net pension liability for the City's fiscal year ending September 30, 2017. Other amounts reported as deferred outflows and inflows of resources related to pensions will be recognized in pension expense as follows: Measurement Year Ended December 31st 2016 2017 2018 2019 2020 Total Supplemental death benefit fund $ 4,689,087 4,689,087 4,689,088 3,969,200 $18,036,462 The City of Denton contributes to a cost-sharing multiple -employer defined benefit group -term life insurance plan known as the Supplemental Death Benefits Fund (SDBF). This is a separate trust administered by the TMRS Board of Trustees and is a voluntary program in which the City elected, by ordinance, to provide group term life insurance coverage to active and retired members. The City may terminate coverage under and discontinue participation in the SDBF by adopting an ordinance before November 1St of any year to be effective the following January 1st Payments from this fund are similar to group term life insurance benefits, and are paid to the designated beneficiaries upon the receipt of an approved application for payment. The death benefit for active employees provides a lump -sum payment approximately equal to the employee's annual salary (calculated based on the employee's actual earnings, for the 12 -month period preceding the month of death). The death benefit for retirees is considered an "other postemployment benefit" (OPEB) and is a fixed amount of $7,500. The obligations of this plan are payable only from the SDBF and are not an obligation of, or claim against, the TMRS Pension Trust Fund. Contributions are made monthly based on the covered payroll of employee members of the City. The contractually required contribution rate is determined by an annual actuarial valuation and is based on the mortality and service experience of all employees covered by the SDBF and the demographics specific to the workforce of the City. There is a one-year delay between the actuarial valuation that serves as the basis for CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2016 the employer contribution rate and the calendar year when the rate goes into effect. The contributions to the SDBF are pooled for investment purposes with those of the Pension Trust Fund described above. The TMRS Act requires the Pension Trust Fund to allocate investment income to the SDBF on an annual basis. The funding policy of the plan is to assure adequate resources are available to meet all death benefit payments for the upcoming year; the intent is not to prefund retiree term life insurance during employees' entire careers. As such, contributions are utilized to fund active member deaths on a pay-as-you-go basis; any excess contributions and investment income over payments then become net position available for OPEB. The City's contributions to the TMRS SDBF for the fiscal years ended September 30, 2014, 2015, and 2016, were $118,782, $133,686, and $149,630, respectively, which equaled the required contributions each year. Denton Firemen's Relief and Retirement Plan Plan description The City contributes to the retirement plan for firefighters in the Denton Fire Department known as the Denton Firemen's Relief and Retirement Fund (the Fund). The Fund is a single employer, contributory, defined benefit plan. The benefit provisions of the Fund are authorized by the Texas Local Fire Fighters' Retirement Act (TLFFRA). TLFFRA provides the authority and procedure to amend benefit provisions. The plan is administered by the Board of Trustees of the Denton Firemen's Relief and Retirement Fund. The City does not have access to nor can it utilize assets within the retirement plan trust. The Fund issues a stand-alone report pursuant to GASB Statement No. 67, which may be obtained by writing the Denton Firemen's Relief and Retirement Fund at P.O. Box 2375, Denton, Texas 76202. See that report for all information about the plan fiduciary net position. Benefits provided Firefighters in the Denton Fire Department are covered by the Denton Firemen's Relief and Retirement Fund which provides service retirement, death, disability, and withdrawal benefits. These benefits fully vest after 20 years of credited service. Firefighters may retire at age 50 with 20 years of service. A partially -vested benefit is provided for firefighters who terminate employment with at least 10 but less than 20 years of service. If a terminated firefighter has a partially vested benefit, the firefighter may retire starting on the date they would have both completed 20 years of service if he had remained a Denton firefighter and attained age 50. As of the December 31, 2015 actuarial valuation date, the plan effective January 1, 2011 provided a monthly normal service retirement benefit, payable in a Joint and Two -Thirds to Spouse form of annuity, equal to 2.59% of Highest 36 -Month Average Salary for each year of service. A retiring firefighter who is at least age 52 with at least 22 years of service has the option to elect the Retroactive Deferred Retirement Option Plan (RETRO DROP) which will provide a lump sum benefit and a reduced monthly benefit. The reduced monthly benefit is based on the service and Highest 36 -Month Average Salary as if the firefighter had terminated employment on his selected RETRO DROP benefit calculation date, which is no earlier than the later of the date the firefighter meets the age 52 and 22 years of service requirements and the date four years prior to the date the firefighter actually retires. Upon retirement, the member will receive, in addition to the monthly retirement benefit, a lump sum equal to the sum of (1) the amount of monthly contributions the member has made to the Fund after the RETRO DROP benefit calculation date plus (2) the total of the monthly retirement benefits the member would have received between the RETRO DROP benefit calculation date and the date retired under the plan. There are no account balances. The lump sum is calculated at the time of retirement and distributed as soon as administratively possible. There is no provision for automatic postretirement benefit increases. The Fund has the authority to provide, and has periodically in the past provided, ad hoc postretirement benefit increases. IM CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2016 Employees covered by benefit terms In the December 31, 2015 actuarial valuation, the following numbers of members were covered by the Fund: Inactive employees or beneficiaries currently receiving benefits 84 Inactive employees entitled to but not yet receiving benefits 2 Active employees 176 Total 262 Contributions The contribution provisions of the Fund are authorized by TLFFRA. TLFFRA provides the authority and procedure to change the amount of contributions determined as a percentage of pay by each firefighter and a percentage of payroll by the City. The funding policy of the Denton Firemen's Relief and Retirement Fund requires contributions equal to 12.6% of pay by the firefighters, the rate elected by the firefighters according to TLFFRA. The City currently contributes according to a City ordinance the same percentage of payroll the City contributes to the Texas Municipal Retirement System for other employees each calendar year. The City contribution rate was 17.94% in calendar year 2015 and 17.41 % in calendar year 2016. The December 31, 2015 actuarial valuation includes the assumption that the city contribution rate will average 15.5% over the UAAL amortization period. The costs of administering the plan are paid from the Fund assets. The City's contributions to the Fund for the year ended September 30, 2016 were $2,819,046. Ultimately, the funding policy also depends upon the total return of the Fund's assets, which varies from year to year. Investment policy decisions are established and maintained by the board of trustees. The board selects investments and employs investment managers with the advice of their investment consultant who is completely independent of the investment managers. For the calendar year ending December 31, 2015, the money -weighted rate of return on pension plan investments was -4.62%. This measurement of the investment performance is net of investment -related expenses, reflecting the effect of the timing of the contributions received and the benefits paid during the year. While the contribution requirements are not actuarially determined, state law requires that each change in plan benefits adopted by the Fund must first be approved by an eligible actuary, certifying the contribution commitment by the firefighters and the assumed city contribution rate together provide an adequate contribution arrangement. Using the entry age actuarial cost method, the plan's normal cost contribution rate is determined as a percentage of payroll. The excess of the total contribution rate over the normal cost contribution rate is used to amortize the plan's unfunded actuarial accrued liability (UAAL). The number of years needed to amortize the plan's UAAL is actuarially determined using an open, level percentage of payroll method. Net pension liability The City of Denton's net pension liability was measured as of December 31, 2015, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of December 31, 2015. Actuarial assumptions The total pension liability in the December 31, 2015 actuarial valuation was determined using the following actuarial assumptions, applied to all periods included in the measurement: Inflation 2.50% per year Overall payroll growth 3.00% per year, plus promotion, step and longevity increases that vary by service Investment Rate of Return 6.75%, net of pension plan investment expense, including inflation 63 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2016 Mortality rates were based on the RP -2000 Combined Healthy Mortality Tables for males and for females (sex distinct) projected to 2024 by scale AA. The long-term expected rate of return on pension plan investments is reviewed for each biennial actuarial valuation and was determined using a building-block method in which expected future net real rates of return (expected returns, net of pension plan investment expense and inflation) are developed for each major asset class. These components are combined to produce the long-term expected rate of return by weighting the expected future net real rates of return by the target asset allocation percentage (currently resulting in 5.00%) and by adding expected inflation (2.50%). In addition, the final 6.75% assumption was selected by "rounding down" and thereby reflects a reduction of 0.75% for adverse deviation. The target allocation and expected arithmetic net real rates of return for each major asset class are summarized in the following table: Discount rate The discount rate used to measure the total pension liability was 6.75%. No proj ection of cash flows was used to determine the discount rate because the December 31, 2015 actuarial valuation showed expected contributions would pay the normal cost and amortize the unfunded actuarial accrued liability (UAAL) in 32 years. Because of the 32 -year amortization period of the UAAL, the pension plan's fiduciary net position is expected to be available to make all projected future benefit payments of current active and inactive members. Therefore, the long-term expected rate of return on pension plan investments of 6.75% was applied to all periods of proj ected benefit payments as the discount rate to determine the total pension liability. 64 Long -Term Expected Real Target Rate of Return Asset Class Allocation (Arithmetic) Equities Large Cap Domestic 40.0% 5.90% Small/Mid Cap Domestic 10.0% 6.40% International Developed 10.0% 6.40% Alternatives Master Limited Partnerships 8.0% 7.90% Real Estate 15.0% 4.40% Fixed Income 10.0% 0.90% Cash 7.0% 0.00% Total 100.0% Discount rate The discount rate used to measure the total pension liability was 6.75%. No proj ection of cash flows was used to determine the discount rate because the December 31, 2015 actuarial valuation showed expected contributions would pay the normal cost and amortize the unfunded actuarial accrued liability (UAAL) in 32 years. Because of the 32 -year amortization period of the UAAL, the pension plan's fiduciary net position is expected to be available to make all projected future benefit payments of current active and inactive members. Therefore, the long-term expected rate of return on pension plan investments of 6.75% was applied to all periods of proj ected benefit payments as the discount rate to determine the total pension liability. 64 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2016 Changes in the net pension liability Balance at 12/31/2014 Changes for the year: Service cost Interest Change of benefit terms Difference between expected and actual experience Changes of assumptions Contributions - employer Contributions - employee Net investment income Benefit payments, including refunds of employee contributions Administrative expense Other changes Net changes Balance at 12/31/2015 Increase (Decrease) Total Pension Plan Fiduciary Net Pension Liability Net Position Liability (a) (b) (a) - (b) $ 84,887,334 $ 71,018,518 $ 13,868,816 2,836,263 - 2,836,263 5,998,959 - 5,998,959 (2,063,421) - (2,063,421) 2,331,908 - 2,331,908 - 2,567,219 (2,567,219) - 1,803,064 (1,803,064) - (3,287,188) 3,287,188 (4,048,358) (4,048,358) - - (76,538) 76,538 5,055,351 (3,041,801) 8,097,152 $ 89,942,685 $ 67,976,717 $ 21,965,968 Sensitivity of the net pension liability to changes in the discount rate The following presents the net pension liability of the City of Denton, calculated using the discount rate of 6.75%, as well as what the city's net pension liability would be if it were calculated using a discount rate that is 1 -percentage -point lower (5.75%) or 1 -percentage -point higher (7.75%) than the current rate: 1% Decrease in Current 1% Increase in Discount Rate Discount Rate Discount Rate City's net pension liability $ 33,465,927 $ 21,965,968 $ 12,286,613 Pension plan fiduciary net position The plan fiduciary net position reported above is the same as reported by the Fund. Detailed information about the plan fiduciary net position is available in the Fund's separately issued audited financial statements, which are reported using the economic resources measurement focus and the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America. Revenues are recorded when earned, and expenses are recorded when a liability is incurred, regardless of the timing of the related cash flows. Investments are reported at fair value, the price that would be recognized to sell an asset in an orderly transaction between market participants at the measurement date. CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2016 Pension expense and deferred outflows of resources and deferred inflows of resources related to pensions For the year ended September 30, 2016, the City recognized pension expense of $3,858,602. Amounts recognized in the fiscal year represent changes between the current and prior year measurement dates. This amount is included as part of personal services expenses. At September 30, 2016, the City reported deferred outflows of resources and deferred inflows of resources related to the Fund from the following sources: Deferred Outflows Deferred Inflows of Resources of Resources Differences between projected and actual investment earnings $ Contributions subsequent to the measurement date Differences between expected and actual economic experience Difference in assumption changes Total 6,760,431 $ - 2,098,808 - - (1,852,437) 2,093,472 - $ 10,952,711 $ (1,852,437) Deferred outflows of resources related to pensions resulting from contributions subsequent to the measurement date of $2,098,808 will be recognized as a reduction of the net pension liability for the measurement year ending December 31, 2016 and the City's fiscal year ending September 30, 2017. Other amounts reported as deferred outflows and inflows of resources related to pensions will be recognized in pension expense as follows: Measurement Year Ended December 31st 2016 2017 2018 2019 2020 Thereafter Total $ 1,729,791 1,729,791 1,729,791 1,680,866 27,452 103,775 $ 7,001,466 B. Post -employment benefits other than pensions (OPEB) The cost of post -employment healthcare benefits, from an accrual accounting perspective, similar to the cost of pension benefits, should be associated with the periods in which the cost occurs, rather than in the future year when it will be paid. According to the requirements of GASB Statement No. 45 for the fiscal year ended September 30, 2016, the City recognizes the cost of post -employment healthcare in the year the employee services are received, reports the accumulated liability from prior years, and provides information useful in assessing potential demands on the City's future cash flows. Recognition of the liability accumulated from prior years will be amortized over 30 years, the first period commencing with the fiscal year ending September 30, 2008. 11a CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2016 Plan description The City provides post -employment medical care (OPEB) for retired employees through a single -employer defined benefit medical plan. The plan provides medical benefits for eligible retirees, their spouses and dependents though the City's group health insurance plans, which covers both active and retired members. The benefits, benefit levels, and contribution rates are recommended annually by the City management as part of the budget process. Any changes in rate subsidies for retirees are approved by the City Council. Since an irrevocable trust has not been established, the plan is not accounted for as a trust fund. The plan does not issue a separate financial report. Benefits provided The City provides post -employment medical, dental, and vision care benefits to its retirees. To be eligible for benefits, an employee must qualify for retirement under the Texas Municipal Retirement System or the Denton Firemen's Relief and Retirement Plan. Retirees must make a one-time irrevocable decision to choose benefits at the time of retirement, after that their eligibility for the benefits ceases. However, retirees can move between plans and can add and drop dependents based on qualifying events. All medical care benefits are provided through the City's self-insured health plan. The benefit levels are the same as those afforded to active employees. Funding policy The plan premium rates are recommended annually by City management and approved by the City Council as part of the annual budget. The retiree's contribution is the full amount of the actuarially determined blended premium rate less a subsidy dependent upon years of service at retirement. By providing retirees with access to the City's healthcare plans based on the same rates it charges to active employees, the City is in effect providing a subsidy to retirees. This implied subsidy exists because, on average, retiree health care costs are higher than active employee healthcare costs. By the City not contributing anything toward this plan in advance, the City employs a pay-as-you-go method through paying the higher rate for active employees each year. The City contributes $40 per month for each five-year increment of service, up to $200 per month, toward the cost of retiree coverage. The full cost for dental and vision is paid by the retiree. Retirees are required to enroll in Medicare Part B once eligible (age 65) and are moved into a fully -insured Medicare Supplement plan at that time. The same City contribution level applies to the supplement. Annual OPEB costs and Net OPEB obligation The City's annual other post -employment benefit (OPEB) cost is calculated based on the annual required contribution of the City (ARC), an amount actuarially determined in accordance with the parameters of GASB Statement 45. The ARC represents a level of accrual that, if paid on an ongoing basis, is projected to cover normal cost each year and to amortize any unfunded actuarial liabilities over a period not to exceed thirty years. 67 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2016 The City's annual OPEB cost for the current year and the related information are as follows at September 30, 2016: Annual required contribution Interest on prior year net OPEB obligation Adjustment to annual required contribution Annual OPEB cost Contributions made Increase in net OPEB obligation Net OPEB obligation - beginning of year Net OPEB obligation - end of year Percentage of OPEB costs contributed Funded status and funding progress $ 3,438,549 227,953 (386,669) 3,279,833 (630,522) 2,649,311 5.698.824 $ 8,348,135 19.2% The funded status of the plan as of the actuarial measurement date of December 31, 2015 was as follows: Actuarial accrued liability Actuarial value of plan assets Unfunded actuarial accued liability $ 25,361,327 $ 25,361,327 Funded ratio 0.0% Covered payroll $ 98,668,427 Unfunded actuarial accrued liability as a percentage of covered payroll 25.7% Three -Year Trend Information for OPEB Funding Year ending 9/30/2016 9/30/2015 9/30/2014 Annual OPEB costs $ 3,279,833 $ 1,716,639 $ 1,735,204 Actual contributions $ 630,522 $ 671,072 $ 909,288 Percent contributed 19.2% 39.1% 52.4% Net OPEB obligation $ 8,348,135 $ 5,698,824 $ 4,653,257 The schedule of funding progress, presented as "Required Supplementary Information" (Exhibit XIII) following the notes to the financial statements, presents multi-year trend information about whether the actuarial value of plan assets is increasing or decreasing over time relative to the actuarial accrued liability of benefits. Actuarial valuations involve estimates of the value of reported amounts and assumptions about the probability of events in the future. Amounts determined regarding the status of the plan and the annual required contributions of the City's retiree health care plan are subject to continual revision as actual results are compared to past expectations and new estimates are made about the future. Actuarial methods and assumptions The Projected Unit Credit actuarial cost method is used to calculate the GASB ARC for the City's retiree health care plan. Using the plan benefits, the present health premiums and a set of actuarial assumptions, the anticipated future payments are projected. The Projected Unit Credit method then provides for a systematic funding for these anticipated payments. The yearly ARC is computed to cover the cost of benefits being earned by covered members as well as to amortize a portion of the unfunded accrued liability. 68 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2016 Projections of benefits are based on the substantive plan (the plan understood by the employer and plan members) and include the type of benefits in force at the valuation date and the pattern of sharing benefits between the City and the plan members at that point. Actuarial calculations reflect a long-term perspective and employ methods and assumptions designed to reduce short-term volatility in actuarial accrued liabilities and the actuarial value of assets. Significant method and assumptions used for this fiscal year valuation as shown on the following page were as follows: Actuarial cost method Amortization method Amortization period Asset valuation method Investment rate of return Inflation rate Payroll growth Healthcare inflation rate Medical reimbursements Actuarial Assumptions 12/31/15 Projected unit credit Level dollar 22 years, closed N/A 4.0%, net of expenses 2.5% N/A Initial rate of 7.50% declining to an ultimate rate of 4.25% after 15 years The federal government may provide the city subsidy per the Medicare Part D Prescription Drug Subsidy Program for providing healthcare for Medicare eligible employees. As the City does not participate in these subsidies, any current and future year subsidies are not recognized as a reduction to the actuarial accrued liability. C. Deferred compensation plan The City offers its employees a deferred compensation plan created in accordance with Internal Revenue Code Section 457. For the calendar 2015 year, the plan, available to all permanent City employees, permitted them to defer, until future years, up to $18,000. Employees who are age 50 or older may contribute an amount not to exceed $24,000. Employees who are within three years of retirement eligibility may elect to participate in a catch-up provision allowed by Section 457, which has an annual maximum contribution amount of $36,000. The withdrawal of deferred compensation funds is only available to employees by loan, termination, until termination, retirement, death, or unforeseeable emergency. All amounts of compensation deferred under the plan, all property and rights purchased with those amounts, and all income attributable to those amounts, property or rights are, until paid or made available to the employee or other beneficiary, solely the property and rights of the employees. Accordingly, the assets and associated liability of the plan are not included in the City's financial statements. It is the opinion of the City's legal counsel that the City has no liability for losses under the plan. M-111 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2016 D. Self-insurance plan The City has established a self-insurance plan for liability and workers' compensation claims in the Risk Retention Fund. Accrued claims payable include provisions for claims reported and claims incurred but not reported. The provision for reported claims is determined by estimating the amount which will ultimately be paid for each claimant. The provision for claims incurred but not yet reported is estimated based on actuarial studies. It is the policy of the City of Denton not to purchase commercial insurance for workers' compensation claims or general liability. Commercial liability insurance coverage is purchased for airport operations, emergency medical services, take-home vehicles, and employee theft and dishonesty. Additionally, excess insurance is purchased for general liability, auto liability, public officials, and workers' compensation exposures. The City reports liabilities when it is probable that a loss has occurred and the amount of that loss can be reasonably estimated. Liabilities include an amount for claims that have been incurred but not reported. Because actual claim liabilities depend on such complex factors as inflation, changes in legal doctrines, and damage awards, the process used in computing claims liability does not necessarily result in an exact amount. In January 2008, the City started a self-insured group employee health insurance plan. Claims are paid from the Health Insurance Fund, which has an annually negotiated stop loss provision. The City's costs associated with the self-insurance plans are interfund transactions. Accordingly, they are treated as operating revenues of the Internal Service Risk Retention Fund and Health Insurance Fund and operating expenditures (expenses) of the other funds and employee payroll deductions. Claims liabilities are re-evaluated periodically to take into consideration settlement of claims, new claims and other factors. As of September 30, 2016 the estimated value of these liabilities was $4,071,404. Changes in balances of claims liabilities during fiscal years 2016 and 2015 were as follows: Claims Liability Claims and Beginning of Change in Fiscal Year Estimates Workers' Compensation 2016 $ 2015 General Liability 2016 $ 2015 Health Insurance 2016 2015 611 2,418,984 $ 51,307 1,957,880 884,664 523,794 $ 577,677 523,200 279,965 1,780,201 $ 20,229,928 1,065,709 23,571,560 Claims P ayments $ 582,995 423,560 $ 492,441 279,371 $ 20,435,051 22,857,068 Claims Liability End of Fiscal Year 1,887,296 2,418,984 609,030 523,794 1,575,078 1,780,201 On September 30, 2016, the City of Denton held additional amounts in unrestricted net position of $3,746,577 in the Risk Retention Fund and $6,027,537 in the Health Insurance Fund for payment of claims. There were no significant reductions in insurance coverage from coverage in the prior year, and the amount of settlements did not exceed insurance coverage in the current year or in any of the past three fiscal years. rit CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2016 E. Commitments and contingencies Agreement with TMPA In 1976, the City, along with the cities of Bryan, Greenville, and Garland, Texas (the Cities) entered into a Power Sales Contract with the Texas Municipal Power Agency (TMPA). TMPA was created through concurrent ordinances of the Cities and is governed by a Board of Directors consisting of eight members, two appointed by the governing body of each city. Under the terms of the agreement, TMPA agreed to construct or acquire electric generating plants to supply energy and power to the Cities for a period of not less than 35 years. The Cities in turn agreed to purchase all future power and energy requirements in excess of the amounts generated by their systems from TMPA at prices intended to cover operating costs and retirement of debt. In the event that revenues are insufficient to cover all costs and retire the outstanding debt, each of the cities has guaranteed a portion of the unpaid debt based, generally, upon its pro rata share of the energy delivered to consumers in the prior operating year. TMPA, a municipal corporation, is governed by a Board of Directors consisting of eight members. The governing body of each of the four Cities appoints two members to the Board. An affirmative vote of five Directors, plus a weighted majority vote based on the respective energy usage of the Cities, is required for major decisions. The City pays TMPA a pro -rated monthly charge based on the City's contractual portion of TMPA's annual fixed operating costs and debt service payments, which is currently 21.3%. As of September 30, 2016, total TMPA long-term debt outstanding was approximately $418,760,000. The City's portion of this debt due to contractual obligations with TMPA is $46,067,276 over the next two years ($44,790,705 of principal and $1,276,571 in related interest payments). TMPA operates a 462 -megawatt, coal-fired generating plant. In 1996, TMPA switched to an external source of coal to reduce costs. Should TMPA be dissolved, each city would be entitled to an undivided interest in the property. In January 2016, the Board of Directors authorized a request for proposals for the sale of the Gibbons Creek Steam Electric Station (Gibbons Creek) and the 345 kV transmission system located in Grimes, Brazos, and Robertson counties (the Southern 345 kV Transmission System). The Southern 345 kV Transmission System comprises approximately 25% of the TMPA transmission system. Submitted as a joint proposal, TMPA received a proposal from Clean Energy Technology Association, Inc. (CETA) for Gibbons Creek and a proposal from GridLiance Texas Transco, LLC (Gni dLiance) for the Southern 345 kV Transmission System. While the governing boards of the Member Cities and the TMPA Board of Directors have expressed interest in pursuing these proposed transactions, no definitive agreement has been signed by the parties, and details are still in the process of negotiation and resolution. In November, 2016, the Board of Directors adopted a resolution which outlined the major components of the proposed transactions. The CETA transaction would involve the sale of Gibbons Creek for a purchase price of $57.5 million, plus an amount for working capital. In addition, CETA would provide $35 million in funding for an environmental escrow, and provide a $25 million letter of credit for environmental purposes. The GridLiance transaction would involve the sale of the Southern 345 kV Transmission System for net book value, plus certain additional amounts as set out in the proposed transaction documents. Effective September 1, 2016, TMPA and the Member Cities entered into a Joint Operating Agreement (JOA). In general, the purposes of the JOA include: (i) funding TMPA operations such as mine reclamation, transmission service, and plant decommissioning following expiration of the Power Sales Contract (PSC); (ii) subject to certain exceptions, requiring Member City approval for the issuance of new debt, the execution of certain significant contracts, and the sale of property exceeding $10 million in value; (iii) specifying provisions for determining how costs of TMPA and proceeds from the sale of assets are to be allocated among the Member Cities; (iv) providing for the establishment by TMPA of reserve funds for the decommissioning of the plant and the indemnification of TMPA Board Members and Member City officials, employees, contractors, and agents; and (v) dividing the operations of TMPA into three business functions (mine, r`i CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2016 generation, and transmission) and requiring separate budgets and books for each business function. As of September 30, 2016, in accordance with the JOA, funds in the amount of $1,664,000 that would have been refunded back to the Member Cities prior to the JOA will be used to fund a reserve account. The PSC provides upon dissolution of TMPA, the assets of TMPA automatically being transferred to the Member Cities, with each Member City receiving an undivided interest in the assets of TMPA in proportion to the amount paid by the Member City to TMPA. The JOA requires TMPA to periodically make this calculation for each business unit, and sets out formulas for making these calculations. Under the JOA, these ownership calculations are relevant not only to the allocation of assets upon dissolution of TMPA, but also to the allocation of certain proceeds from the sale of assets, and in some cases, the allocation of TMPA costs. At the request of a majority of the Member Cities, TMPA is required by the JOA to transfer a divided interest in the transmission system to each Member City. Under this partition process, the objective is for each City to receive ownership of transmission facilities in the vicinity of the Member City, and in proportion to the Member City's ownership interest in the transmission business. Any such transfer of transmission assets must be in compliance with relevant bond covenants, including those requiring defeasance of all or a portion of transmission debt. The JOA includes a reclamation plan for the mine, requires the development of a decommissioning plan, and sets out standards for environmental remediation. TMPA is required to comply with these plans and standards. Under the JOA, in discharging its contractual obligations, including mine reclamation, decommissioning, transmission service, environmental remediation, indemnification, and other obligations, TMPA is rendering services to the Member Cities. The JOA obligates each Member City to pay the cost of these services, and to collect rates and charges for electric service sufficient to enable it to pay to TMPA all amounts due under the JOA for these services. A Member City's payment obligations under the JOA are payable exclusively from such electric utility revenues, and constitute an operating expense of its electric system. Unless terminated earlier through the mutual consent of all parties, the JOA remains in effect until the dissolution of TMPA and the winding up of its affairs. Effective September 1, 2016, the JOA was amended. The primary purposes of the amendment were to authorize the sale of Gibbons Creek and the sale of the Southern 345 kV Transmission System and to authorize the issuance of refunding bonds in connection with such sales. Selected financial statement information of TMPA is as follows: Financial statements for TMPA are available from the TMPA website www.texas���a..org. W September 30 (Unaudited) 2016 2015 (000s) (000s) Operating revenues $273,272 $ 274,578 Operating expenses 112,506 132,171 Operating income 160,766 142,407 Other non-operating sources (uses) 393 1,615 Current unrestricted assets 59,520 59,547 Total assets and deferred outflows 581,325 835,699 Long-term debt — Noncurrent 299,350 497,649 Total liabilities 548,931 801,623 Total net position 32,394 34,076 Financial statements for TMPA are available from the TMPA website www.texas���a..org. W CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2016 Encumbrances As discussed in note I.D., Budgetary information, encumbrances are utilized to the extent necessary to assure effective budgetary control and accountability and to facilitate effective cash planning and control. At year end the amount of encumbrances expected to be honored upon performance by the vendor in the next year were as follows: General Fund 568,652 Capital Projects Fund 11,247,794 Nonmajor Governmental Funds 849,557 Total 12,666,003 F. Litigation Various claims and lawsuits are pending against the City. In accordance with GAAP, those judgments considered "probable" are accrued, while those claims and judgments considered "reasonably possible" are disclosed but not accrued. In the opinion of City management and legal counsel, the maximum amount of all significant claims considered reasonably possible, excluding condemnation proceedings and the item described following, is approximately $500,000 as of September 30, 2016. Potential losses after insurance coverage on all probable claims and lawsuits, excluding the item following, will not have a material effect on the City's financial position as of September 30, 2016. G. Subsequent events The City has evaluated all events or transactions that occurred after September 30, 2016 up through March 2, 2017, the date the financial statements were issued. In January 2017, the City issued $214,890,000 in revenue bonds to pay for the acquisition and construction of improvements in the City's Electric fund including new quick start peak power generation facilities. The revenue bonds are collateralized by the revenue of the Denton utility system funds (System). H. New Accounting Pronouncements The Governmental Accounting Standards Board (GASB) issued the following statements which became effective for the fiscal year 2016. Statement No. 72 "Fair Value Measurement and Application" — This Statement addresses accounting and financial reporting issues related to fair value measurements. The definition of fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This Statement also provides guidance for determining a fair value measurement for financial reporting purposes and for applying fair value to certain investments and disclosures relate to all fair value measurements. The Statement had no financial impact. See note IV. A. for disclosure requirements. The following statements for the GASB are effective for future fiscal years ending as listed below. The City is in the process of reviewing and evaluating these statements and their potential impact on the City's financial statements. Statement No. 75 Accounting and Financial Reporting for Postemployment Benefits Other Than Pensions" (OPEB) — This Statement replaces the requirements of Statements No. 45 and No. 57 related to OPEB. The primary objective of this Statement is to improve accounting and financial reporting by state and local governments for postemployment benefits other than pensions, OPEB. It also improves information provided by state and local governmental employers about financial support for OPEB that is provided by other entities. This Statement results from a comprehensive review of the effectiveness of existing standards of accounting and financial reporting for all postemployment benefits (pensions and OPEB) with regard to providing decision -useful information. This statement changes the focus of OPEB accounting from whether the employer is responsibly funding the OPEB benefits to reporting a 73 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2016 liability in the financial statements for any unfunded portion of benefits earned to -date, and it will become effective for the City in fiscal year 2018. Statement No. 77 "Tax Abatement Disclosures" — This Statement requires governments entering into tax abatement agreements to provide certain disclosures regarding these commitments such as descriptions ofthe agreements, the amounts abated, and any additional commitments by the governments in addition to tax abatements. This Statement will become effective for the City in fiscal year 2017. 74 CITY OF DENTON, TEXAS Exhibit XH REQUIRED SUPPLEMENTARY INFORMATION TEXAS MUNICIPAL RETIREMENT SYSTEM SCHEDULE OF CHANGES IN NET PENSION LIABILITY AND RELATED RATIOS LAST TWO FISCAL YEARS (PREVIOUS YEARS ARE NOT AVAILABLE) r Measurement Measurement Year Year 2014 2015 Total pension liability: Service Cost S 10,667,694 S 12,615,957 Interest (on the total pension liability) 25,182,941 26,905,700 Changes of benefit terms - - Difference between expected and actual experience (171,241) (1,525,911) Change of assumptions - (428,789) Benefit payments, including refunds of employee contributions (11,387,617) (12,697,735) Net change in total pension liability 24,291,777 24,869,222 Total pension liability - beginning 360,116,261 384,408,038 Total pension liability - ending (a) S 384,408,038 S 409,277,260 Plan fiduciary net position: Contributions - employer S 13,065,763 S 13,615,410 Contributions - employee 4,991,415 5,365,231 Net investment income 16,867,596 469,530 Benefit payments, including refunds of employee contributions (11,387,617) (12,697,735) Administrative expense (176,083) (285,957) Other (14,477) (14,123) Net change in plan fiduciary net position 23,346,597 6,452,356 Plan fiduciary net position - beginning 294,819,596 318,166,193 Plan fiduciary net position - ending (b) S 318,166,193 S 324,618,549 Net pension liability - ending (a) - (b) S 66,241,845 S 84,658,711 Plan fiduciary net position as a percentage of total pension liability 82.77% 79.32% Covered employee payroll S 71,025,494 S 76,646,157 Net pension liability as a percentage of covered employee payroll 93.26% 110.45% r CITY OF DENTON, TEXAS Exhibit XHl REQUIRED SUPPLEMENTARY INFORMATION DENTON FIREMEN'S RELIEF AND RETIREMENT FUND SCHEDULE OF CHANGES IN NET PENSION LIABILITY AND RELATED RATIOS LAST TWO FISCAL YEAR (PREVIOUS YEARS ARE NOT AVAILABLE) Plan fiduciary net position: Contributions - employer Measurement Measurement Contributions - employee Year Year Net investment income 2014 2015 Total pension liability: (4,036,009) (4,048,358) Service Cost S 2,747,253 S 2,836,263 Interest (on the total pension liability) 5,685,396 5,998,959 Changes of benefit terms - - Difference between expected and actual experience - (2,063,421) Change of assumptions - 2,331,908 Benefit payments, including refunds of employee contributions (4,036,009) (4,048,358) Net change in total pension liability 4,396,640 5,055,351 Total pension liability - beginning 80,490,694 84,887,334 Total pension liability - ending (a) S 84,887,334 S 89,942,685 Plan fiduciary net position: Contributions - employer S 2,566,875 S 2,567,219 Contributions - employee 1,745,419 1,803,064 Net investment income 4,411,066 (3,287,188) Benefit payments, including refunds of employee contributions (4,036,009) (4,048,358) Administrative expense (81,005) (76,538) Other - Net change in plan fiduciary net position 4,606,346 (3,041,801) Plan fiduciary net position - beginning 66,412,172 71,018,518 Plan fiduciary net position - ending (b) S 71,018,518 S 67,976,717 Net pension liability - ending (a) - (b) S 13,868,816 S 21,965,968 Plan fiduciary net position as a percentage of total pension liability Covered employee payroll Net pension liability as a percentage of covered employee payroll rill 83.66% S 14,238,486 97.40% 75.58% S 14,310,032 153.50% CITY OF DENTON, TEXAS REQUIRED SUPPLEMENTARY INFORMATION TEXAS MUNICIPAL RETIREMENT SYSTEM SCHEDULE OF CONTRIBUTIONS LAST TEN FISCAL YEARS (Unaudited) Exhibit XIV Notes to Schedule: Actuarial determined contribution rates are calculated as of December 31st and become effective in January, 12 months and a day later. Contributions above do not include contributions into the supplemental death benefit fund. Methods and assumptions used to determine contribution rate for 2016: Actuarial Cost Method (a) (b) (c) (d) 30 Years (Equivalent Single Amortization Period of 19.0 years) Asset Valuation Method 10 Year Smoothed Market; 15% Soft Corridor Inflation 2.50% Salary Increases Contributions Investment Rate of Return 6.75% Contributions Experience -based table of rates that are specific to the City's plan of benefits. as a Percentage period 2010 - 2014. in Relation to Contribution of Covered Actuarially the Actuarially Excess Covered Employee Fiscal Determined Determined (Deficiency) Employee Payroll Year Contributions Contributions (b) - (a) Payroll (b)/(d) 2007 6,267,597 6,267,597 - 49,917,026 12.56% 2008 7,082,769 7,082,769 - 53,908,360 13.14% 2009 9,709,279 7,952,938 (1,756,341) 57,250,108 13.89% 2010 11,194,086 8,849,577 (2,344,509) 59,457,345 14.88% 2011 11,580,085 9,579,358 (2,000,727) 58,139,688 16.48% 2012 11,475,702 10,435,001 (1,040,701) 60,340,212 17.29% 2013 12,174,640 12,171,482 (3,158) 64,940,234 18.74% 2014 12,912,746 12,911,461 (1,285) 69,872,024 18.48% 2015 13,507,272 13,507,272 - 75,379,632 17.92% 2016 14,435,638 14,435,638 - 83,127,601 17.37% Notes to Schedule: Actuarial determined contribution rates are calculated as of December 31st and become effective in January, 12 months and a day later. Contributions above do not include contributions into the supplemental death benefit fund. Methods and assumptions used to determine contribution rate for 2016: Actuarial Cost Method Entry Age Normal Amortization Method Level Percentage of Payroll, Closed Remaining Amortization Period 30 Years (Equivalent Single Amortization Period of 19.0 years) Asset Valuation Method 10 Year Smoothed Market; 15% Soft Corridor Inflation 2.50% Salary Increases 3.50% to 10.50% including inflation Investment Rate of Return 6.75% Retirement Age Experience -based table of rates that are specific to the City's plan of benefits. Last updated for the 2015 valuation pursuant to an experience study of the period 2010 - 2014. Mortality RP2000 Combined Mortality Table with Blue Collar Adjustment with male rates multiplied by 109% and female rates multiplied by 103% and projected on a fully generational basis with scale BB. 77 CITY OF DENTON, TEXAS REQUIRED SUPPLEMENTARY INFORMATION FIREMEN'S RELIEF AND RETIREMENT FUND SCHEDULE OF CONTRIBUTIONS LAST TEN FISCAL YEARS (Unaudited) Exhibit XV Notes to Schedule: Annual required contributions are not actuarially determined. According to a City ordinance, since January 2010 the City contributes to the Firemen's Relief and Retirement Fund at the same percentage of payroll that the City contributes to the Texas Municipal Retirement System for other employees. The rates are calculated as of December 31st and become effective in January, 12 months and a day later. While the contribution requirements are not actuarially determined, state law requires an actuary certify the assumed City contribution rate is adequate. Methods and assumptions used to contribution adequacy for 2015: Actuarial Cost Method Entry Age Amortization Method Level Percentage of Payroll, Open Remaining Amortization Period 32 Years Asset Valuation Method 5 -year smoothing Inflation 2.50% Salary Increases 3.00% annual general compensation increase plus promotion, step, and longevity increases which average 1.98% per year over a 30 -year career Investment Rate of Return 6.75%, net of pension plan investment expense, including inflation Retirement Age Average expected age at retirement of 57 Mortality RP -2000 Combined Healthy Mortality Tables projected to 2024 by scale AA 78 (a) (b) (c) (d) Contributions Contributions as a Percentage in Relation to Contribution of Covered Annual the Annual Excess Covered Employee Fiscal Required Required (Deficiency) Employee Payroll Year Contributions Contributions (b) - (a) Payroll (b)/(d) 2006 942,237 942,237 - 9,422,370 10.00% 2007 1,193,993 1,193,993 - 10,854,477 11.00% 2008 1,426,906 1,426,906 - 11,890,880 12.00% 2009 1,747,908 1,747,908 - 12,485,061 14.00% 2010 1,976,419 1,976,419 - 13,070,041 15.12% 2011 2,141,662 2,141,662 - 12,828,446 16.69% 2012 2,253,667 2,253,667 - 12,899,800 17.47% 2013 2,579,453 2,579,453 - 13,629,825 18.93% 2014 2,576,652 2,576,652 - 13,828,070 18.63% 2015 2,535,719 2,535,719 - 14,029,051 18.07% 2016 2,819,046 2,819,046 - 15,540,826 18.14% Notes to Schedule: Annual required contributions are not actuarially determined. According to a City ordinance, since January 2010 the City contributes to the Firemen's Relief and Retirement Fund at the same percentage of payroll that the City contributes to the Texas Municipal Retirement System for other employees. The rates are calculated as of December 31st and become effective in January, 12 months and a day later. While the contribution requirements are not actuarially determined, state law requires an actuary certify the assumed City contribution rate is adequate. Methods and assumptions used to contribution adequacy for 2015: Actuarial Cost Method Entry Age Amortization Method Level Percentage of Payroll, Open Remaining Amortization Period 32 Years Asset Valuation Method 5 -year smoothing Inflation 2.50% Salary Increases 3.00% annual general compensation increase plus promotion, step, and longevity increases which average 1.98% per year over a 30 -year career Investment Rate of Return 6.75%, net of pension plan investment expense, including inflation Retirement Age Average expected age at retirement of 57 Mortality RP -2000 Combined Healthy Mortality Tables projected to 2024 by scale AA 78 CITY OF DENTON, TEXAS REQUIRED SUPPLEMENTARY INFORMATION SCHEDULE OF OTHER POST EMPLOYMENT BENEFITS FUNDING PROGRESS AND CONTRIBUTIONS LAST THREE VALUATION YEARS (Unaudited) Exhibit XVI 79 Unfunded Actuarial Actuarial Actuarial Actuarial Accrued Fiscal Valuation Value of Accrued Liability Funded Year Date Assets Liability (AAL) (UAAL) Percent 2012 10/1/2011 - $ 12,565,747 S (12,565,747) 0% 2014 10/1/2013 - 13,715,238 (13,715,238) 0 2016 10/1/2015 - 25,361,327 (25,361,327) 0 UAAL as Percent of Annual Fiscal Covered Covered Required Actual Percent Year Payroll Payroll Contributions Contributions Contributed 2012 S 71,315,386 17.6% S 1,582,219 S 1,481,210 94% 2014 79,692,115 17.2 1,821,243 909,288 50 2016 98,668,427 25.7 3,438,549 630,522 18 79 1 80 CITY OF DENTON, TEXAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET TO ACTUAL DEBT SERVICE FUND FOR THE YEAR ENDED SEPTEMBER 30, 2016 Exhibit XVII EXPENDITURES: Debt service: Principal, interest and fiscal charges 63,847,681 63,847,681 18,519,572 45,160,909 63,680,481 167,200 Advance refunding escrow - - 147,687 (147,687) - - Bond issuance costs - - 56,626 (56,626) - Total expenditures 63,847,681 63,847,681 18,723,885 44,956,596 63,680,481 167,200 Excess (deficiency) of revenues over (under) expenditures (45,669,941) (45,669,941) (445,752) (44,956,596) (45,402,348) 267,593 OTHER FINANCING SOURCES (USES): Refunding bonds issued 12,045,000 (12,045,000) Variance with Payment to refunded bond escrow agent Adjustments - Actual on a Final Budget - Budgeted Amounts Actual Budgetary Budgetary Positive 2,089,437 Original Final Amounts Basis Basis (Negative) REVENUES: 487,912 45,160,909 45,648,821 (21,120) Total other financing sources (uses) Taxes $ 18,127,740 S 18,127,740 S 18,146,617 $ $ 18,146,617 $ 18,877 Investment revenue 50,000 50,000 131,516 131,516 81,516 Total revenues 18,177,740 18,177,740 18,278,133 18,278,133 100,393 EXPENDITURES: Debt service: Principal, interest and fiscal charges 63,847,681 63,847,681 18,519,572 45,160,909 63,680,481 167,200 Advance refunding escrow - - 147,687 (147,687) - - Bond issuance costs - - 56,626 (56,626) - Total expenditures 63,847,681 63,847,681 18,723,885 44,956,596 63,680,481 167,200 Excess (deficiency) of revenues over (under) expenditures (45,669,941) (45,669,941) (445,752) (44,956,596) (45,402,348) 267,593 OTHER FINANCING SOURCES (USES): Refunding bonds issued 12,045,000 (12,045,000) Payment to refunded bond escrow agent (14,075,445) 14,075,445 Premium on debt issuance 2,089,437 (2,089,437) - Transfers in 45,669,941 45,669,941 487,912 45,160,909 45,648,821 (21,120) Total other financing sources (uses) 45,669,941 45,669,941 546,904 45,101,917 45,648,821 (21,120) Net change in fund balance - - 101,152 145,321 246,473 246,473 Fund balance at beginning of year 4,791,880 4,791,880 4,791,880 - 4,791,880 - Fund balance at end of year S 4,791,880 S 4,791,880 S 4,893,032 S 145,321 S 5,038,353 S 246,473 Adjustments - Budgetary Basis are pass-through debt service payments budgeted as transfers in from enterprise and internal service funds. Other Financing Sources (Uses) related to refunding are adjusted out as they are non -budgeted items reducing future debt service payments. 81 1 82 NONMAJOR GOVERNMENTAL FUNDS SPECIAL REVENUE FUNDS Special revenue funds are used to account for specific revenues that are legally restricted to expenditures for particular purposes. Community Development Block Grant (CDBG) — to account for the operations of projects utilizing Community Development Block Grant Funds. Such revenues are restricted to expenditures for specified projects by the Department of Housing and Urban Development. Recreation — to account for the revenues and expenditures for the recreation programs that are self-supporting. All expenditures will be reimbursed 100%. Various business operations, such as concessions, fall into this account. Criminal Justice — to account for revenue received from the State of Texas Criminal Justice Division and other grants administered by the police department. Police Confiscation — to account for revenues received from confiscated goods. Expenditures are restricted to enhancing law enforcement. Tourist and Convention — to account for taxes received from hotel and motel occupancy for the purpose of promoting tourism. Street Improvement — to account for street maintenance and improvement activities. Gas Well Revenues — to account for the receipt of royalty, pooling, tax, and lease revenue related to park gas wells. Citizens' Park Trusts — to account for several small trust funds that are for park development. All Other — to account for miscellaneous special revenue sources that are required to finance specific activities. 83 CITY OF DENTON, TEXAS COMBINING BALANCE SHEET NONMAJOR GOVERNMENTAL FUNDS AS OF SEPTEMBER 30, 2016 Special Revenue Funds Community Development Criminal Police Block Grant Recreation Justice Confiscation ASSETS Cash, cash equivalents and investments, at fair value $ - $ 526,174 $ - $ 482,974 Receivables (net of allowances): Accrued interest - 2,464 - 2,264 Other - 20,050 - - Due from other governments 425,814 - 23,048 - Total assets $ 425,814 $ 548,688 $ 23,048 $ 485,238 LIABILITIES AND FUND BALANCES LIABILITIES: Accounts payable $ 92,548 $ 40,868 $ - $ - Interfund payables 319,608 - 23,048 - Unearned revenues - - - Total liabilities 412,156 40,868 23,048 - DEFERRED INFLOWS OF RESOURCES: Unavailable revenue - intergovernmental 232,948 9,685 23,048 - Total deferred inflows of revenues 232,948 9,685 23,048 - FUND BALANCES (DEFICIT): Restricted for: Parks and recreation - - - - Other grants and purposes - - - 485,238 Committed to: Streets - - - - Parks and recreation - 498,135 - - Other purposes - - - - Assigned to: Other purposes - - - - Unassigned (219,290) - (23,048) - Total fund balance (deficit) (219,290) 498,135 (23,048) 485,238 Total liabilities, deferred inflows of resources, and fund balances (deficit) $ 425,814 $ 548,688 $ 23,048 $ 485,238 84 Exhibit XVIH 85 Special Revenue Funds (continued) Total Tourist Citizens' Nonmajor and Street Gas Well Park All Governmental Convention Improvement Revenues Trusts Other Funds S 1,758,443 S 2,877,709 S 88,355 S 5,436,622 S 6,915,015 S 18,085,292 8,242 13,487 414 25,481 32,408 84,760 191,546 - 16,819 - 300,161 528,576 - - - - 403,894 852,756 S 1,958,231 S 2,891,196 S 105,588 S 5,462,103 S 7,651,478 S 19,551,384 S 33 S 1,091,402 S - S - S 883,394 S 2,108,245 - - - - - 342,656 - - - - 37,397 37,397 33 1,092,572 - - 920,791 2,489,468 - - - - 252,173 517,854 - - - - 252,173 517,854 - - 105,573 5,462,103 27,179 5,594,855 1,958,198 - - - 875,794 3,319,230 - 1,798,624 - - - 1,798,624 - - 15 - - 498,150 - - - - 5,500,983 5,500,983 - - - - 74,558 74,558 - - - - - (242,338) 1,958,198 1,798,624 105,588 5,462,103 6,478,514 16,544,062 S 1,958,231 S 2,891,196 S 105,588 S 5,462,103 S 7,651,478 S 19,551,384 85 CITY OF DENTON, TEXAS COMBINING STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES NONMAJOR GOVERNMENTAL FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2016 REVENUES: Tax revenue Franchise fees Fines and forfeitures Fees for services Investment revenue Intergovernmental Miscellaneous Total revenues EXPENDITURES: General government Public safety Public works Parks and recreation Capital outlay Debt service: Principal retirement Interest and other charges Total expenditures Excess (deficiency) of revenues over (under) expenditures OTHER FINANCING SOURCES (USES): Transfers in Transfers out Total other financing sources (uses) Net change in fund balances Fund balance (deficit) at beginning of year Fund balance (deficit) at end of year Special Revenue Funds Community Development Criminal Police Block Grant Recreation Justice Confiscation 133,391 2,043,957 - - - 5,805 - 3,350 1,343,187 - 79,339 - 91,531 60 - 2,362 1,434,718 2,049,822 79,339 139,103 1,646,594 - - - - - 28,530 69,177 1,848,055 - - 6,127 - 8,038 1,646,594 1,854,182 28,530 77,215 (211,876) 195,640 50,809 61,888 (25,000) (210,974) -- (25,000) (210,974) - - (236,876) (15,334) 50,809 61,888 17,586 513,469 (73,857) 423,350 8 (219,290) 8 498,135 8 (23,048) 8 485,238 Exhibit XIX 87 Special Revenue Funds (continued) Total Tourist Citizens' Nonmajor and Street Gas Well Park All Governmental Convention Improvement Revenues Trusts Other Funds S 2,243,264 S - $ - $ - S 580,033 S 2,823,297 - 9,412,249 - - - 9,412,249 - - - - 2,531,971 2,665,362 - 246,515 99,308 606,706 498,338 3,494,824 14,625 20,534 1,047 40,308 26,220 111,889 - - - - 1,027,313 2,449,839 624 162,683 - - 528,347 785,607 2,258,513 9,841,981 100,355 647,014 5,192,222 21,743,067 1,948,425 - - - 538,572 4,133,591 - - - - 2,922,184 3,019,891 - 8,578,645 - - - 8,578,645 - - - 4,220 187,006 2,039,281 - - - 599,120 297,711 910,996 - 54,219 - - - 54,219 - 4,278 - - - 4,278 1,948,425 8,637,142 - 603,340 3,945,473 18,740,901 310,088 1,204,839 100,355 43,674 1,246,749 3,002,166 - 864,752 - - 173,511 1,038,263 (197,875) (1,659,190) (150,000) - (367,926) (2,610,965) (197,875) (794,438) (150,000) - (194,415) (1,572,702) 112,213 410,401 (49,645) 43,674 1,052,334 1,429,464 1,845,985 1,388,223 155,233 5,418,429 5,426,180 15,114,598 S 1,958,198 S 1,798,624 S 105,588 S 5,462,103 S 6,478,514 S 16,544,062 87 CITY OF DENTON, TEXAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET TO ACTUAL SPECIAL REVENUE FUNDS: RECREATION FUND FOR YEAR ENDED SEPTEMBER 30, 2016 REVENUES: Fees for services Investment revenue Miscellaneous Total revenues EXPENDITURES: Parks and recreation Capital outlay Total expenditures Excess (deficiency) of revenues over (under) expenditures OTHER FINANCING USES: SOURCES (USES): Transfers out Total other financing uses Net change in fund balance Exhibit XX 1,961,187 1,885,596 1,848,055 (157,938) 1,690,117 195,479 - - 6,127 - 6,127 (6,127) 1,961,187 1,885,596 1,854,182 (157,938) 1,696,244 189,352 92,936 168,527 195,640 157,938 353,578 185,051 (242,936) (318,527) (210,974) (157,938) (368,912) (50,385) (242,936) (318,527) (210,974) (157,938) (368,912) (50,385) (150,000) (150,000) (15,334) - (15,334) 134,666 Fund balance at beginning of year 513,469 513,469 513,469 - 513,469 - Fund balance at end of year S 363,469 S 363,469 S 498,135 S - S 498,135 S 134,666 Adjustments - Budgetary Basis are expenditures allocated from and reimbursed to other funds. These expenditures are recorded as operating expenditures but budgeted as cost of service transfers. 88 Variance with Adjustments - Actual on a Final Budget - Budgeted Amounts Actual Budgetary Budgetary Positive Original Final Amounts Basis Basis (Negative) S 2,039,123 S 2,039,123 S 2,043,957 S - S 2,043,957 S 4,834 15,000 15,000 5,805 - 5,805 (9,195) - - 60 - 60 60 2,054,123 2,054,123 2,049,822 - 2,049,822 (4,301) 1,961,187 1,885,596 1,848,055 (157,938) 1,690,117 195,479 - - 6,127 - 6,127 (6,127) 1,961,187 1,885,596 1,854,182 (157,938) 1,696,244 189,352 92,936 168,527 195,640 157,938 353,578 185,051 (242,936) (318,527) (210,974) (157,938) (368,912) (50,385) (242,936) (318,527) (210,974) (157,938) (368,912) (50,385) (150,000) (150,000) (15,334) - (15,334) 134,666 Fund balance at beginning of year 513,469 513,469 513,469 - 513,469 - Fund balance at end of year S 363,469 S 363,469 S 498,135 S - S 498,135 S 134,666 Adjustments - Budgetary Basis are expenditures allocated from and reimbursed to other funds. These expenditures are recorded as operating expenditures but budgeted as cost of service transfers. 88 CITY OF DENTON, TEXAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET TO ACTUAL SPECIAL REVENUE FUNDS: POLICE CONFISCATION FUND FOR YEAR ENDED SEPTEMBER 30, 2016 REVENUES: Fines and forfeitures Investment revenue Miscellaneous Total revenues EXPENDITURES: Public safety Capital outlay Total expenditures Net change in fund balance Fund balance at beginning of year Fund balance at end of year Exhibit XXI Variance with Adjustments - Actual on a Final Budget - Budgeted Amounts Actual Budgetary Budgetary Positive Original Final Amounts Basis Basis (Negative) S 100,000 S 100,000 S 133,391 S - - 3,350 30,000 30,000 2,362 _ 130,000 130,000 139,103 - S 133,391 S 33,391 - 3,350 3,350 - 2,362 (27,638) 139,103 9,103 183,500 183,500 69,177 - 69,177 114,323 - - 8,038 - 8,038 (8,038) 183,500 183,500 77,215 - 77,215 106,285 (53,500) (53,500) 61,888 - 61,888 115,388 423,350 423,350 423,350 - 423,350 - S 369,850 S 369,850 S 485,238 S - S 485,238 S 115,388 89 CITY OF DENTON, TEXAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET TO ACTUAL SPECIAL REVENUE FUNDS: TOURIST AND CONVENTION FUND FOR YEAR ENDED SEPTEMBER 30, 2016 REVENUES: Taxes Investment revenue Miscellaneous Total revenues EXPENDITURES: General government Total expenditures Excess (deficit) of revenues over (under) expenditures OTHER FINANCING SOURCES (USES): Transfers out Total other financing uses Net change in fund balance Fund balance at beginning of year Fund balance at end of year Exhibit XXII (22,430) 155,445 310,088 (177,875) (197,875) (177,875) (197,875) (22,430) (22,430) 112,213 310,088 154,643 - (197,875) (20,000) (197,875) (20,000) 112,213 134,643 1,845,985 1,845,985 1,845,985 - 1,845,985 - S 1,823,555 S 1,823,555 S 1,958,198 S - S 1,958,198 S 134,643 Variance with Adjustments - Actual on a Final Budget - Budgeted Amounts Actual Budgetary Budgetary Positive Original Final Amounts Basis Basis (Negative) S 2,145,064 S 2,145,064 S 2,243,264 S - S 2,243,264 S 98,200 - - 14,625 - 14,625 14,625 - - 624 - 624 624 2,145,064 2,145,064 2,258,513 - 2,258,513 113,449 2,167,494 1,989,619 1,948,425 - 1,948,425 41,194 2,167,494 1,989,619 1,948,425 - 1,948,425 41,194 (22,430) 155,445 310,088 (177,875) (197,875) (177,875) (197,875) (22,430) (22,430) 112,213 310,088 154,643 - (197,875) (20,000) (197,875) (20,000) 112,213 134,643 1,845,985 1,845,985 1,845,985 - 1,845,985 - S 1,823,555 S 1,823,555 S 1,958,198 S - S 1,958,198 S 134,643 CITY OF DENTON, TEXAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET TO ACTUAL SPECIAL REVENUE FUNDS: STREET IMPROVEMENT FUND FOR YEAR ENDED SEPTEMBER 30, 2016 REVENUES: Franchise fees Fees for services Investment revenue Miscellaneous Total revenues EXPENDITURES: Public Works Debt service: Principal retirement Interest and other charges Total expenditures Excess (deficit) of revenues over (under) expenditures OTHER FINANCING SOURCES (USES): Transfers in Transfers out Total other financing uses Net change in fund balance Exhibit XXIH 10,576,440 9,155,788 8,578,645 (93,778) 8,484,867 670,921 59,165 59,165 54,219 - 54,219 4,946 - - 4,278 - 4,278 (4,278) 10,635,605 9,214,953 8,637,142 (93,778) 8,543,364 671,589 (310,357) 1,110,295 1,204,839 93,778 1,298,617 188,322 790,175 790,175 864,752 - 864,752 74,577 (479,818) (1,900,470) (1,659,190) (93,778) (1,752,968) 147,502 310,357 (1,110,295) (794,438) (93,778) (888,216) 222,079 - 410,401 - 410,401 410,401 Fund balance at beginning of year 1,388,223 1,388,223 1,388,223 - 1,388,223 - Fund balance at end of year S 1,388,223 S 1,388,223 S 1,798,624 S - S 1,798,624 S 410,401 Adjustments - Budgetary Basis are expenditures allocated from and reimbursed to other funds. These expenditures are recorded as operating expenditures but budgeted as cost of service transfers. 02I Variance with Adjustments - Actual on a Final Budget - Budgeted Amounts Actual Budgetary Budgetary Positive Original Final Amounts Basis Basis (Negative) S 9,965,248 S 9,965,248 S 9,412,249 S - S 9,412,249 S (552,999) 350,000 350,000 246,515 - 246,515 (103,485) 10,000 10,000 20,534 - 20,534 10,534 - - 162,683 - 162,683 162,683 10,325,248 10,325,248 9,841,981 - 9,841,981 (483,267) 10,576,440 9,155,788 8,578,645 (93,778) 8,484,867 670,921 59,165 59,165 54,219 - 54,219 4,946 - - 4,278 - 4,278 (4,278) 10,635,605 9,214,953 8,637,142 (93,778) 8,543,364 671,589 (310,357) 1,110,295 1,204,839 93,778 1,298,617 188,322 790,175 790,175 864,752 - 864,752 74,577 (479,818) (1,900,470) (1,659,190) (93,778) (1,752,968) 147,502 310,357 (1,110,295) (794,438) (93,778) (888,216) 222,079 - 410,401 - 410,401 410,401 Fund balance at beginning of year 1,388,223 1,388,223 1,388,223 - 1,388,223 - Fund balance at end of year S 1,388,223 S 1,388,223 S 1,798,624 S - S 1,798,624 S 410,401 Adjustments - Budgetary Basis are expenditures allocated from and reimbursed to other funds. These expenditures are recorded as operating expenditures but budgeted as cost of service transfers. 02I CITY OF DENTON, TEXAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET TO ACTUAL SPECIAL REVENUE FUNDS: GAS WELL REVENUES FUND FOR YEAR ENDED SEPTEMBER 30, 2016 REVENUES: Fees for service Investment revenue Total revenues OTHER FINANCING USES: Transfers out Total other financing uses Net change in fund balance Fund balance at beginning of year Fund balance at end of year Exhibit XXIV (150,000) (150,000) (150,000) (150,000) (150,000)1( 50,000) 100 100 (49,645) (150,000) - (150,000) - (49,645) (49,745) 155,233 155,233 155,233 - 155,233 - S 155,333 S 155,333 S 105,588 S - S 105,588 S (49,745) 92 Variance with Adjustments - Actual on a Final Budget - Budgeted Amounts Actual Budgetary Budgetary Positive Original Final Amounts Basis Basis (Negative) S 150,000 S 150,000 S 99,308 S - S 99,308 S (50,692) 100 100 1,047 - 1,047 947 150,100 150,100 100,355 - 100,355 (49,745) (150,000) (150,000) (150,000) (150,000) (150,000)1( 50,000) 100 100 (49,645) (150,000) - (150,000) - (49,645) (49,745) 155,233 155,233 155,233 - 155,233 - S 155,333 S 155,333 S 105,588 S - S 105,588 S (49,745) 92 CITY OF DENTON, TEXAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET TO ACTUAL SPECIAL REVENUE FUNDS: CITIZENS' PARK TRUSTS FOR YEAR ENDED SEPTEMBER 30, 2016 Exhibit XXV ON Variance with Adjustments - Actual on a Final Budget - Budgeted Amounts Actual Budgetary Budgetary Positive Original Final Amounts Basis Basis (Negative) REVENUES: Fees for service $ 300,000 S 300,000 S 606,706 $ - $ 606,706 $ 306,706 Investment revenue 23,000 23,000 40,308 - 40,308 17,308 Total revenues 323,000 323,000 647,014 - 647,014 324,014 EXPENDITURES: Parks and recreation - - 4,220 - 4,220 (4,220) Capital outlay 2,400,000 2,400,000 599,120 - 599,120 1,800,880 Total expenditures 2,400,000 2,400,000 603,340 - 603,340 1,796,660 Net change in fund balance (2,077,000) (2,077,000) 43,674 - 43,674 2,120,674 Fund balance at beginning of year 5,418,429 5,418,429 5,418,429 - 5,418,429 - Fund balance at end of year S 3,341,429 S 3,341,429 S 5,462,103 S - S 5,462,103 S 2,120,674 ON 1 OU INTERNAL SERVICE FUNDS Internal Service Funds account for the financing of goods or services provided by one department for another The City has six Internal Service Funds as follows: Materials Management Fund — to account for the financing of goods and services provided by the Materials Management operations of purchasing and warehouse to other City departments. Purchasing is responsible for procuring goods and services for City departments, and the warehouse maintains an inventory of materials and supplies used by City departments. Warehouse items are billed to other departments at cost of parts plus 8 percent. Actual costs include depreciation on machinery and equipment used to provide the service. Fleet Services Fund — to account for the financing of goods and services provided by the Municipal Garage and Machine Shop to other City departments. Municipal Garage and Machine Shop billings include cost of parts plus 25 percent and labor charges. Actual costs include depreciation on the building, improvements, machinery, and equipment used to provide the service. Health Insurance Fund — to account for the accumulation of resources for the self-insurance activities of the City for employee medical insurance as well as other employee insurance benefits including long-term disability, short-term disability, dental insurance, and vision insurance. Risk Retention Fund — to account for the accumulation of resources for the payment of activities associated with providing general liability insurance coverage and self-funded activities for City operations. Technology Services Fund — to account for the accumulation of resources to provide computer services such as programming, support, training, maintenance, and office services to City departments. Engineering Services Fund — to account for providing engineering, real estate, public works inspection, and development review services primarily to internal City departments although some services are provided to external entities. O CITY OF DENTON, TEXAS COMBINING STATEMENT OF NET POSITION INTERNAL SERVICE FUNDS AS OF SEPTEMBER 30, 2016 01 Materials Fleet Health Risk Management Services Insurance Retention Fund Fund Fund Fund ASSETS: Current assets: Cash, cash equivalents and investments, at fair value S 32,478 S 1,374,316 S 7,450,176 S 6,791,390 Receivables, net of allowances: Accrued interest - 6,441 34,918 31,830 Other - 68,257 - - Merchandise inventory 6,312,290 87,626 - - Total current assets 6,344,768 1,536,640 7,485,094 6,823,220 Noncurrent assets: Escrow deposit - - 169,000 - Capital assets, net of accumulated depreciation 742,914 4,225,403 - - Total noncurrent assets 742,914 4,225,403 169,000 - Total assets 7,087,682 5,762,043 7,654,094 6,823,220 DEFERRED OUTFLOWS OF RESOURCES: Deferred charges on refunding 27,647 11,916 - - Deferred pension actuarial losses 221,419 278,977 - 141,296 Deferred pension contributions 120,102 150,967 - 76,394 Total deferred outflows of resources 369,168 441,860 - 217,690 LIABILITIES: Current liabilities: Accounts payable 564,241 879,465 51,479 74,765 Claims payable - - 1,575,078 462,380 Compensated absences payable 63,197 95,949 - 43,312 Leases payable - - - - Accrued interest 1,493 3,769 - - Interfund payables 4,400,000 - - - Certificate and general obligation bonds 42,285 206,108 - - Total current liabilities 5,071,216 1,185,291 1,626,557 580,457 Noncurrent liabilities: Leases payable - - - - Payable from restricted assets: General obligation bonds payable 272,932 476,730 - - Compensated absences payable 1,740 29,629 - 19,352 Claims payable - - - 2,033,946 Municipal pension obligation 953,807 1,198,928 - 606,695 Other post employment benefits 87,795 130,730 - 41,932 Total noncurrent liabilities: 1,316,274 1,836,017 - 2,701,925 Total liabilities 6,387,490 3,021,308 1,626,557 3,282,382 DEFERRED INFLOWS OF RESOURCES: Deferred pension excess earnings 18,755 23,607 - 11,951 Total deferred inflows of resources 18,755 23,607 - 11,951 NET POSITION: Net investment in capital assets 455,344 3,554,481 - - Unrestricted 595,261 (395,493) 6,027,537 3,746,577 Total net position S 1,050,605 S 3,158,988 S 6,027,537 S 3,746,577 01 Exhibit XXV1 Total Technology Engineering Internal Services Services Service S 4,351,729 S 1,192,197 S 21,192,286 20,396 5,588 99,173 - - 68,257 - - 6,399,916 4,467,039 1,197,785 27,854,546 - - 169,000 4,212,549 82,147 9,263,013 4,212,549 82,147 9,432,013 8,679,588 1,279,932 37,286,559 - - 39,563 673,883 520,137 1,835,712 366,154 281,166 994,783 1,040,037 801,303 2,870,058 57,129 326,450 74,353 1,970,753 - - 2,037,458 187,100 170,094 559,652 768,799 - 768,799 200 - 5,462 - - 4,400,000 15,152 - 263,545 1,297,701 244,447 10,005,669 443,839 - 443,839 20,146 - 769,808 16,731 19,309 86,761 - - 2,033,946 2,907,861 2,232,915 7,900,206 181,399 174,785 616,641 3,569,976 2,427,009 11,851,201 4,867,677 2,671,456 21,856,870 57,129 43,990 155,432 57,129 43,990 155,432 2,964,613 82,147 7,056,585 1,830,206 (716,358) 11,087,730 S 4,794,819S (634,2111 S 18,144,315 97 CITY OF DENTON, TEXAS COMBINING STATEMENT OF REVENUES, EXPENSES AND CHANGES IN FUND NET POSITION INTERNAL SERVICE FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2016 OPERATING REVENUES: Charges for goods and services Miscellaneous Total operating revenues OPERATING EXPENSES: Operating expenses before depreciation Depreciation Total operating expenses Operating income (loss) NONOPERATING REVENUES (EXPENSES): Investment revenue Interest expense and fiscal charges Loss on disposal of capital assets Total non-operating revenues (expenses) Income (loss) before contributions and transfers Capital contributions Transfers out Change in net position Net position at beginning of year Total net position at end of year o1: Materials Fleet Health Management Services Insurance Fund Fund Fund S 12,862,923 S 9,347,350 S 25,713,940 135,374 3,699 1,332,775 12,998,297 9,351,049 27,046,715 12,702,435 8,956,110 25,178,197 14,574 181,413 - 12,717,009 9,137,523 25,178,197 281,288 213,526 1,868,518 - 4,280 33,999 (14,892) (33,000) - - 36,529 - (14,892) 7,809 33,999 266,396 221,335 1,902,517 - 82,142 - - (75,000) - 266,396 228,477 1,902,517 784,209 2,930,511 4,125,020 S 1,050,605 S 3,158,988 S 6,027,537 Exhibit XXVII OR Total Risk Technology Engineering Internal Retention Services Services Service Fund Fund Fund Funds S 3,012,706 S 10,985,599 S 4,285,358 S 66,207,876 56,376 46,058 - 1,574,282 3,069,082 11,031,657 4,285,358 67,782,158 2,811,578 8,932,378 4,232,041 62,812,739 - 2,269,949 26,036 2,491,972 2,811,578 11,202,327 4,258,077 65,304,711 257,504 (170,670) 27,281 2,477,447 47,665 22,228 10,438 118,610 - (51,568) - (99,460) - - - 36,529 47,665 (29,340) 10,438 55,679 305,169 (200,010) 37,719 2,533,126 - 71,852 49,272 203,266 - - (312,300) (387,300) 305,169 (128,158) (225,309) 2,349,092 3,441,408 4,922,977 (408,902) 15,795,223 S 3,746,577 S 4,794,819 S (634,211) S 18,144,315 OR CITY OF DENTON, TEXAS COMBINING STATEMENT OF CASH FLOWS INTERNAL SERVICE FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2016 RECONCILIATION OF OPERATING INCOME (LOSS) TO NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES: Operating income (loss) Materials Fleet Health Adjustments: Management Services Insurance Depreciation expense Fund Fund Fund CASH FLOWS FROM OPERATING ACTIVITIES: - (8,491) - Cash received from customers S 12,998,297 S 9,342,558 S 27,040,715 Cash paid to employees for services (1,342,952) (1,710,473) (153,643) Cash paid to suppliers (11,563,214) (7,106,062) (25,270,055) Net cash provided (used) by operations 92,131 526,023 1,617,017 CASH FLOWS FROM NONCAPITAL FINANCING 12,567 14,726 - ACTIVITIES: 400,000 - - Transfers out - (75,000) - Net cash used by noncapital 29,282 39,029 - financing activities - (75,000) - CASH FLOWS FROM CAPITAL FINANCING ACTIVITIES: $ 92,131 $ 526,023 $ 1,617,017 Principal payments on capital debt (35,702) (206,706) - Interest and fiscal charges (12,633) (34,348) - Principal payments under capital lease obligation - - - Proceeds from the sale of fixed assets - 36,529 - Acquisition and construction of capital assets (22,809) (137,534) - Net cash provided (used) by capital financing activities (71,144) (342,059) - CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale and maturities of investment securities - 541,939 1,346,703 Purchase of investment securities - (608,980) (2,633,738) Interest received on investments - 2,242 19,348 Net cash provided (used) by investing activities - (64,799) (1,267,687) Net increase (decrease) in cash and cash equivalents 20,987 44,165 349,330 Cash and cash equivalents at beginning of year 11,491 134,328 618,280 Cash and cash equivalents at end of year 32,478 178,493 967,610 Investments, at fair value - 1,195,823 6,482,567 Cash, cash equivalents and investments, at fair value S 32,478 S 1,374,316 S 7,450,177 RECONCILIATION OF OPERATING INCOME (LOSS) TO NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES: Operating income (loss) S 281,288 S 213,526 S 1,868,518 Adjustments: Depreciation expense 14,574 181,413 - Decrease (Increase) in receivables - (8,491) - Decrease (Increase) in inventories (419,146) 13,632 - Increase in prepaid items - - - Increase in escrow deposits items - - (6,000) Increase (Decrease) in accounts payable (267,978) 36,115 (245,501) Increase in compensated absences 12,567 14,726 - Increase in interfund payables 400,000 - - Increase in net municipal pension balances 41,544 36,073 - Increase in other post employment benefits 29,282 39,029 - Total adjustments (189,157) 312,497 (251,501) Net cash provided (used) by operating activities $ 92,131 $ 526,023 $ 1,617,017 NONCASH CAPITAL AND RELATED FINANCING ACTIVITIES: Decrease in fair value of investments - (608) (2,248) Capital asset contributions - 82,142 - Will Exhibit XXVHI (312,300) (387,300) (312,300) (387,300) - (10,000) - Total Risk Technology Engineering Internal Retention Services Services Service Fund Fund Fund Funds $ 3,069,082 $ 11,032,035 $ 4,285,358 $ 67,768,045 (807,071) (3,890,264) (3,153,008) (11,057,411) (2,457,587) (4,944,186) (1,030,721) (52,371,825) (195,576) 2,197,585 101,629 4,338,809 (312,300) (387,300) (312,300) (387,300) - (10,000) - (252,408) - (51,827) - (98,808) - (756,052) - (756,052) - - - 36,529 - (980,072) (7,848) (1,148,263) - (1,797,951) (7,848) (2,219,002) 3,841,489 1,542,679 880,652 8,153,462 (3,542,699) (1,811,316) (666,016) (9,262,749) 40,052 15,556 9,734 86,932 338,842 (253,081) 224,370 (1,022,355) 143,266 146,553 5,851 710,152 738,782 418,638 148,989 2,070,508 882,048 565,191 154,840 2,780,660 5,909,342 3,786,538 1,037,357 18,411,627 $ 6,791,390 $ 4,351,729 $ 1,192,197 $ 21,192,287 $ 257,504 $ (170,670) $ 27,281 $ 2,477,447 - 2,269,949 26,036 2,491,972 - 378 - (8,113) - - - (405,514) - (94,914) - (94,914) - - - (6,000) (487,172) (46,669) (68,972) (1,080,177) 4,351 20,843 11,914 64,401 - - - 400,000 15,175 155,024 53,313 301,129 14,566 63,644 52,057 198,578 (453,080) 2,368,255 74,348 1,861,362 $ (195,576) $ 2,197,585 $ 101,629 $ 4,338,809 (3,717) (1,860) (836) (9,269) - 71,852 49,272 203,266 101 CITY OF DENTON, TEXAS COMBINING STATEMENT OF CHANGES IN ASSETS AND LIABILITIES AGENCY FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2016 DEVELOPERS' ESCROW FUND ASSETS Cash and deposits Accrued interest Total assets LIABILITIES Accounts payable Total liabilities OTHER AGENCY FUNDS ASSETS Cash, cash equivalents and investments, at fair value Other assets Total assets LIABILITIES Accounts payable Total liabilities TOTAL AGENCY FUNDS ASSETS Cash, cash equivalents and investments, at fair value Accrued interest Other assets Total assets LIABILITIES Accounts payable Total liabilities Balance October 1, 2015 $ 230,504 $ 804 Additions 157,233 $ Exhibit XX1X Balance Deductions September 30, 2016 387,737 $ - 804 - $ 231,308 $ 157,233 $ 388,541 $ - $ 231,308 $ 157,233 $ 388,541 $ $ 231,308 $ 157,233 $ 388,541 $ $ 413,153 $ 1,833,765 $ 1,954,154 $ 292,764 76,978 86,109 163,087 - $ 490,131 $ 1,919,874 $ 2,117,241 $ 292,764 $ 490,131 $ 1,919,874 $ 2,117,241 $ 292,764 $ 490,131 $ 1,919,874 $ 2,117,241 $ 292,764 $ 643,657 $ 1,990,998 $ 2,341,891 $ 292,764 804 - 804 - 76,978 86,109 163,087 - $ 721,439 $ 2,077,107 $ 2,505,782 $ 292,764 $ 721,439 $ 2,077,107 $ 2,505,782 $ 292,764 $ 721,439 $ 2,077,107 $ 2,505,782 $ 292,764 102 CITY OF DENTON, TEXAS CAPITAL ASSETS USED IN THE OPERATION OF GOVERNMENTAL FUNDS COMPARATIVE SCHEDULES BY SOURCE* AS OF SEPTEMBER 30, 2015 AND 2016 Governmental funds capital assets: Land Work in progress Buildings Plant, machinery and equipment Infrastructure Total governmental funds capital assets Investments in governmental funds capital assets by source: General fund Special revenue funds Capital projects funds Total governmental funds capital assets Exhibit XXX This schedule presents only the capital asset balances related to governmental funds. Accordingly, the capital assets reported in internal service funds are excluded from the above amounts. Generally, the capital assets of internal service funds are included as governmental activities in the statement of net position. 103 2016 2015 $ 15,712,396 $ 15,068,379 55,103,696 48,633,770 57,062,259 57,660,509 76,297,718 72,005,242 245,835,580 235,300,412 $ 450,011,649 $ 428,668,312 $ 189,295,344 $ 186,531,361 9,123,962 8,988,533 251,592,343 233,148,418 $ 450,011,649 $ 428,668,312 This schedule presents only the capital asset balances related to governmental funds. Accordingly, the capital assets reported in internal service funds are excluded from the above amounts. Generally, the capital assets of internal service funds are included as governmental activities in the statement of net position. 103 CITY OF DENTON, TEXAS CAPITAL ASSETS USED IN THE OPERATION OF GOVERNMENTAL FUNDS SCHEDULE BY FUNCTION AND ACTIVITY* AS OF SEPTEMBER 30, 2016 Plant, Machinery and Function and Activity Land Buildings Equipment General government: Finance Legal Human resources City manager/economic development Facilities management Library Building inspections Planning/community development Engineering Community improvement services Gas Well Review Reprographics Total general government Public works: Traffic operations Streets Total public works Parks and recreation Public safety: Fire administration Fire operations Fire prevention Emergency medical services Police Animal services Municipal court/judge/clerks Total public safety Total governmental funds capital assets Exhibit XXXI Work in Infrastructure Progress Total 1,236 14,600 1,738,271 18,944,646 1,121,910 21,820,663 984,280 5,000 6,993,792 210,953,563 30,061,930 248,998,565 985,516 19,600 8,732,063 229,898,209 31,183,840 270,819,228 11,028,338 16,248,837 11,863,742 15,323,578 4,920,106 59,384,601 316,340 45,930 $ - $ - $ 45,930 - - 358,124 - - 358,124 - - 74,643 - 352,102 426,745 - 808,462 702,654 - 22,981 1,534,097 353,434 15,529,855 12,214,896 570,021 2,549,148 31,217,354 - 12,050,477 7,644,508 14,715 17,625 19,727,325 - - 297,949 - - 297,949 - 494,500 506,718 24,057 344,888 1,370,163 - - - - 476,378 476,378 - - 292,997 - - 292,997 - - 27,478 - - 27,478 - - 150,155 - - 150,155 353,434 28,883,294 22,316,052 608,793 3,763,122 55,924,695 1,236 14,600 1,738,271 18,944,646 1,121,910 21,820,663 984,280 5,000 6,993,792 210,953,563 30,061,930 248,998,565 985,516 19,600 8,732,063 229,898,209 31,183,840 270,819,228 11,028,338 16,248,837 11,863,742 15,323,578 4,920,106 59,384,601 316,340 - 231,472 - - 547,812 2,024,704 11,511,733 15,378,412 5,000 8,505,294 37,425,143 - - 1,445,098 - - 1,445,098 - - 381,368 - 61,414 442,782 - 11,993 15,056,167 - 911,569 15,979,729 1,004,064 386,802 401,567 - 5,758,351 7,550,784 - - 491,777 - - 491,777 3,345,108 11,910,528 33,385,861 5,000 15,236,628 63,883,125 $ 15,712,396 $ 57,062,259 $ 76,297,718 $ 245,835,580 $ 55,103,696 $ 450,011,649 *This schedule presents only the capital asset balances related to governmental funds. Accordingly, the capital assets reported in internal service funds are excluded from the above amounts. Generally, the capital assets of internal service funds are included as governmental activities in the statement of net position. CITY OF DENTON, TEXAS CAPITAL ASSETS USED IN THE OPERATION OF GOVERNMENTAL FUNDS SCHEDULE OF CHANGES BY FUNCTION AND ACTIVITY* FOR THE YEAR ENDED SEPTEMBER 30, 2016 Governmental Funds Capital Assets Function and Activity October 1, 2015 Additions General government: Exhibit XXXII Governmental Funds Capital Assets Deductions September 30, 2016 Finance $ 45,930 $ $ $ 45,930 Legal 358,124 358,124 Human resources 6,643 107,858 (39,858) 74,643 City manager/economic development 1,474,036 37,080 1,511,116 Facilities management 26,704,124 2,090,188 (126,106) 28,668,206 Library 19,675,763 554,165 (520,228) 19,709,700 Building inspections 252,761 45,188 297,949 Planning/community development 1,003,875 21,400 1,025,275 Engineering 51,189 - (51,189) - Community improvement services 156,217 157,769 (20,989) 292,997 Gas Well Review 27,478 - 27,478 Reprographics - 150,155 150,155 Total general government 49,756,140 3,163,803 (758,370) 52,161,573 Public works: Traffic operations 19,587,149 1,221,264 (109,660) 20,698,753 Streets 208,488,773 10,625,569 (177,707) 218,936,635 Total public works 228,075,922 11,846,833 (287,367) 239,635,388 Parks and recreation 54,113,776 716,951 (366,232) 54,464,495 Public safety: Fire administration 231,472 316,340 547,812 Fire operations 29,443,237 726,767 (1,250,155) 28,919,849 Fire prevention 1,402,608 42,490 1,445,098 Emergency medical services 381,368 - 381,368 Police 14,319,764 1,132,938 (384,542) 15,068,160 Animal services 1,818,478 53,428 (79,473) 1,792,433 Municipal court/judge/clerks 491,777 - 491,777 Total public safety 48,088,704 2,271,963 (1,714,170) 48,646,497 Work in progress 48,633,770 23,752,044 (17,282,118) 55,103,696 Total governmental funds capital assets S 428,668,312 S 41,751,594 S (20,408,257) S 450,011,649 *This schedule presents only the capital asset balances related to governmental funds. Accordingly, the capital assets reported in internal service funds are excluded from the above amounts. Generally, the capital assets of internal service funds are included as governmental activities in the statement of net position. 1111.7 1 fNZy STATISTICAL SECTION This part of the City of Denton's comprehensive annual financial report presents detailed information as a context for understanding what the information in the financial statements, note disclosures, and required supplementary information says about the city's overall financial health. Contents Financial Trends These schedules contain trend information to help the reader understand how the city's financial performance and well-being have changed over time. (Tables 1 — 4) Revenue Capacity These schedules contain information to help the reader assess the city's most significant local revenue source, the property tax. These tables do not include the Electric fund information due to confidentiality of information necessary for competitive rates. (Tables 5 — 8) Debt Capacity These schedules present information to help the reader assess the affordability of the city's current level of outstanding debt and the city's ability to issue additional debt in the future. (Tables 9 — 12) Demographic and Economic Information These schedules offer demographic and economic indicators to help the reader understand the environment within which the city's financial activities take place. (Tables 13 — 14) Operating Information These schedules contain service and infrastructure data to help the reader understand how the information in the city's financial report relates to the services the city provides and the activities it performs. (Tables 15 — 17) Sources: Unless otherwise noted, the information in these schedules is derived from the comprehensive annual financial reports for the relevant year. fNfl CITY OF DENTON, TEXAS NET POSITION BY COMPONENT LAST TEN FISCAL YEARS (accrual basis of accounting) 2007 2008 2009 2010 2011 Governmental activities 242,015,614 263,325,859 282,463,031 277,356,195 296,006,601 Net investment in capital assets S 99,858,383 S 102,040,021 S 102,110,134 S 104,636,239 S 103,073,465 Restricted 886,141 1,454,579 1,947,553 2,894,676 2,839,556 Unrestricted 30,738,026 37,610,966 38,252,078 46,480,569 34,590,673 Total governmental activities net position 131,482,550 141,105,566 142,309,765 154,011,484 140,503,694 Business -type activities Net investment in capital assets 242,015,614 263,325,859 282,463,031 277,356,195 296,006,601 Restricted 31,015,188 33,087,609 33,380,595 30,598,923 30,454,314 Unrestricted 107,837,825 107,545,434 109,826,810 131,497,936 158,120,736 Total business -type activities net position 380,868,627 403,958,902 425,670,436 439,453,054 484,581,651 Primary government Net investment in capital assets 341,873,997 365,365,880 384,573,165 381,992,434 399,080,066 Restricted 31,901,329 34,542,188 35,328,148 33,493,599 33,293,870 Unrestricted 138,575,851 145,156,400 148,078,888 177,978,505 192,711,409 Total primary government net position S 512,351,177 S 545,064,468 S 567,980,201 S 593,464,538 S 625,085,345 Source: Comprehensive Annual Financial Reports 111M Table 1 2012 2013 2014 2015 2016 $ 101,784,929 $ 116,146,838 $ 128,915,116 $ 141,914,877 $ 145,309,987 3,460,027 4,116,256 12,233,226 13,215,421 13,736,624 35,005,109 35,136,072 28,096,148 (8,775,520) (3,620,580) 140,250,065 155,399,166 169,244,490 146,354,778 155,426,031 315,479,026 347,780,207 383,678,313 421,894,337 460,330,063 28,559,731 28,654,879 28,056,605 25,356,458 8,892,547 169,653,341 158,145,443 139,515,508 122,542,446 151,234,604 513,692,098 534,580,529 551,250,426 569,793,241 620,457,214 417,263,955 463,927,045 512,593,429 563,809,214 605,640,050 32,019,758 32,771,135 40,289,831 38,571,879 22,629,171 204,658,450 193,281,515 167,611,656 113,766,926 147,614,024 $ 653,942,163 $ 689,979,695 $ 720,494,916 $ 716,148,019 $ 775,883,245 MQ CITY OF DENTON, TEXAS CHANGES IN NET POSITION LAST TEN FISCAL YEARS (accrual basis of accounting) Business -type activities: 2007 2008 2009 2010 2011 EXPENSES 123,926,967 138,791,009 124,901,262 114,903,831 117,769,599 Governmental activities: 25,839,614 26,226,068 28,636,190 27,219,944 28,293,109 General government $ 22,145,804 $ 26,408,949 $ 27,482,131 $29,569,535 $28,198,604 Public safety 42,161,674 43,426,526 45,368,783 47,998,906 49,154,371 Public works 14,008,867 15,448,473 15,816,065 15,767,926 16,089,302 Parks and recreation 11,564,247 12,927,020 12,755,037 12,854,336 12,421,893 Interest expense 4,658,128 5,372,868 5,733,268 5,121,329 5,046,724 Total governmental activities expenses 94,538,720 103,583,836 107,155,284 111,312,032 110,910,894 Business -type activities: Electric system 123,926,967 138,791,009 124,901,262 114,903,831 117,769,599 Water system 25,839,614 26,226,068 28,636,190 27,219,944 28,293,109 Wastewater system 18,785,353 19,413,247 19,909,229 20,560,600 20,455,424 Solid waste 15,451,025 17,065,295 18,036,331 18,028,832 20,008,746 Airport - - - - 1,326,397 Total business -type activities expenses 184,002,959 201,495,619 191,483,012 180,713,207 187,853,275 Total primary government expenses 278,541,679 305,079,455 298,638,296 292,025,239 298,764,169 PROGRAM REVENUES Governmental activities: Charges for services: 128,973,477 138,467,222 128,511,236 119,156,314 131,435,554 General government 3,694,869 3,310,592 4,792,856 3,551,733 4,108,687 Public safety 6,160,611 6,461,037 6,554,619 6,431,007 7,075,328 Public works 800,378 853,091 586,377 1,425,683 525,024 Parks and recreation 3,220,837 3,292,528 2,990,921 3,372,579 3,964,517 Operating grants and contributions 2,991,224 3,306,325 2,281,136 3,407,085 4,270,697 Capital grants and contributions 5,399,220 7,308,398 3,641,296 15,206,424 7,497,908 Total governmental activities 203,846,383 214,897,902 207,407,522 193,067,732 220,801,532 program revenues 22,267,139 24,531,971 20,847,205 33,394,511 27,442,161 Business -type activities: Charges for services: Electric system 128,973,477 138,467,222 128,511,236 119,156,314 131,435,554 Water system 27,830,767 30,843,797 30,067,774 28,407,954 36,790,720 Wastewater system 22,634,454 23,184,369 22,342,174 21,917,651 23,338,841 Solid waste 15,967,051 16,660,375 18,386,616 18,432,245 20,979,967 Airport - - - - 3,203,426 Capital grants and contributions 8,440,634 5,742,139 8,099,722 5,153,568 5,053,024 Total business -type activities program revenues 203,846,383 214,897,902 207,407,522 193,067,732 220,801,532 Total primary government program revenues 226,113,522 239,429,873 228,254,727 226,462,243 248,243,693 NET (EXPENSE)/REVENUE Governmental activities (72,271,581) (79,051,865) (86,308,079) (77,917,521) (83,468,733) Business -type activities 19,843,424 13,402,283 15,924,510 12,354,525 32,948,257 Total primary government program net expense $ (52,428,157) $ (65,649,582) $ (70,383,569) $ (65,562,996) $ (50,520,476) IsNl Table 2 2012 2013 2014 2015 2016 $29,421,275 $27,686,735 $30,476,840 $31,260,126 $33,847,052 52,496,010 52,906,985 56,893,859 58,132,146 63,118,516 18,662,029 18,663,884 16,950,280 20,331,934 24,557,482 12,968,426 13,714,245 14,543,461 14,982,742 16,043,697 4,755,938 4,464,309 4,339,154 4,384,973 4,664,608 118,303,678 117,436,158 123,203,594 129,091,921 142,231,355 122,428,808 146,246,880 157,906,294 158,106,661 145,963,753 26,822,690 26,814,020 24,023,392 25,870,489 26,000,734 20,890,614 21,467,088 22,176,191 24,307,305 23,921,154 21,695,322 21,730,796 23,844,055 26,766,890 29,435,101 1,472,155 1,608,989 2,435,446 2,100,281 2,536,460 193,309,589 217,867,773 230,385,378 237,151,626 227,857,202 311,613,267 335,303,931 353,588,972 366,243,547 370,088,557 3,873,349 4,105,648 4,645,655 5,364,405 6,015,305 7,069,770 7,767,083 7,064,927 7,276,024 9,827,784 1,086,269 1,159,605 885,010 707,604 729,528 3,951,433 4,059,383 5,833,238 4,926,465 5,268,637 2,598,157 3,118,105 4,788,149 3,380,119 2,855,501 4,292,468 14,671,571 11,127,695 10,443,220 5,885,033 22,871,446 34,881,395 34,344,674 32,097,837 30,581,788 132,352,950 136,655,892 150,362,507 167,696,288 166,290,498 36,265,061 37,586,306 34,865,803 37,572,331 38,181,034 24,570,095 26,588,179 28,629,754 30,790,885 31,900,885 22,944,272 24,468,976 25,980,914 29,091,216 31,236,506 1,909,619 1,880,812 1,925,825 1,277,402 1,183,661 4,317,463 9,877,185 5,656,622 8,593,699 7,705,101 222,359,460 237,057,350 247,421,425 275,021,821 276,497,685 245,230,906 271,938,745 281,766,099 307,119,658 307,079,473 (95,432,232) (82,554,763) (88,858,920) (96,994,084) (111,649,567) 29,049,871 19,189,577 17,036,047 37,870,195 48,640,483 $ (66,382,361) $ (63,365,186) $ (71,822,873) $ (59,123,889) $ (63,009,084) (continued) ISE CITY OF DENTON, TEXAS CHANGES IN NET POSITION LAST TEN FISCAL YEARS (accrual basis of accounting) 2008 2009 2010 2011 $ 41,499,791 2007 GENERAL REVENUES AND OTHER CHANGES IN NET POSITION 21,440,839 Governmental activities: 20,484,954 Taxes: 16,197,042 Property tax $ 34,756,356 Sales taxi 20,653,932 Franchise tax 15,197,943 Hotel occupancy tax 1,268,627 Beverage tax 294,623 Bingo tax 23,708 Investment income 3,632,744 Gain on sale of capital assets - 2008 2009 2010 2011 $ 41,499,791 $ 43,187,433 $43,144,645 $44,144,844 21,440,839 20,466,772 20,484,954 22,871,282 16,197,042 15,669,981 17,457,994 19,324,244 1,369,667 1,239,261 1,302,617 1,513,468 319,541 338,700 347,940 359,671 23,653 22,915 22,611 21,963 3,287,282 2,413,339 684,709 459,615 Miscellaneous 3,199,131 4,214,028 3,327,758 5,690,969 2,370,682 Transfers (13,475,571) 323,038 846,119 482,801 (10,430,082) Total governmental activities 65,551,493 88,674,881 87,512,278 89,619,240 80,635,687 Business -type activities: Investment income 12,108,632 7,817,671 6,075,453 1,653,515 1,472,078 Gain on sale of capital assets - - - - - Miscellaneous 548,189 195,055 557,690 257,379 278,180 Transfers 13,475,571 (323,038) (846,119) (482,801) 10,430,082 Total business -type activities 26,132,392 7,689,688 5,787,024 1,428,093 12,180,340 Total primary government 91,683,885 96,364,569 93,299,302 91,047,333 92,816,027 CHANGE IN NET POSITION Governmental activities (6,720,088) 9,623,016 1,204,199 11,701,719 (2,833,046) Business -type activities 45,975,816 21,091,971 21,711,534 13,782,618 45,128,597 Total primary government $ 39,255,728 $ 30,714,987 $ 22,915,733 $ 25,484,337 $ 42,295,551 Source: Comprehensive Annual Financial Reports 1 Sales tax figures in fiscal years 2010 and prior present amounts net of economic incentive payments. ffif: Table 2 2012 2013 2014 2015 2016 $45,174,160 $47,275,552 $48,833,077 $54,174,965 $58,788,255 25,886,940 26,522,473 27,764,114 30,601,965 32,624,297 19,336,701 19,901,459 21,001,427 21,996,031 22,659,014 1,555,347 1,910,125 1,982,643 2,156,294 2,243,264 345,032 392,192 419,498 573,758 597,284 20,889 20,774 20,684 20,380 18,910 581,849 354,089 563,236 759,334 1,019,594 - - - 707,966 498,265 1,390,398 1,428,907 1,980,545 1,220,060 1,087,504 887,287 (101,707) 876,525 1,140,938 1,184,433 95,178,603 97,703,864 103,441,749 113,351,691 120,720,820 1,638,830 1,085,856 1,355,730 1,692,971 2,010,008 - - - 42,455 1,197,915 (690,967) 511,291 521,013 - - (887,287) 101,707 (876,525) (1,140,938) (1,184,433) 60,576 1,698,854 1,000,218 594,488 2,023,490 95,239,179 99,402,718 104,441,967 113,946,179 122,744,310 (253,629) 15,149,101 14,582,829 16,357,607 9,071,253 29,110,447 20,888,431 18,036,265 38,464,683 50,663,973 $ 28,856,818 $ 36,037,532 $ 32,619,094 $ 54,822,290 $ 59,735,226 IsM CITY OF DENTON, TEXAS FUND BALANCES OF GOVERNMENTAL FUNDS LAST TEN FISCAL YEARS (modified accrual basis of accounting) General fund Reserved for encumbrances Unreserved, designated Committed to streets Assigned to use of reserves Unreserved, undesignated, unassigned Total general fund All other governmental funds Reserved for: Debt service Capital projects Encumbrances Unreserved, undesignated reported in: Special revenue funds Restricted for: Debt Service Parks and recreation Streets and drainage projects Other capital projects Other grants and purposes Committed to: Streets Parks and recreation Other purposes Assigned to: Streets and drainage projects Other capital projects Other purposes Unassigned Total all other governmental funds 2007 2008 2009 2010 $ - $ 123,696 $ - $ - 4,360,649 - - - 18,199,161 25,253,797 22,794,955 21,526,779 22,559,810 25,377,493 22,794,955 21,526,779 886,141 48,971,610 8,896,111 1,954,955 57,887,531 5,515 9,534,627 2,414,288 3,354,535 35,339,606 44,970,571 16,435,449 13,838,425 $ 58,753,862 $ 69,382,628 $ 54,189,343 $ 62,163,531 Source: Comprehensive Annual Financial Reports 1The City adopted GASB Statement No. 54 which changed the classification of governmental fund balances to nonspendable, restricted, committed, assigned, and unassigned. 114 Table 3 2011' 2012 2013 2014 2015 2016 921,779 - - - - - 668,116 664,894 1,377,039 661,545 - 99,365 22,834,108 25,171,186 24,378,139 25,176,737 27,365,168 28,070,483 24,424,003 25,836,080 25,755,178 25,838,282 27,365,168 28,169,848 3,279,080 3,824,438 4,572,807 4,726,841 4,791,880 4,893,032 9,561,244 10,496,887 9,220,953 11,584,890 14,288,659 13,553,834 21,857,670 22,004,377 23,759,574 25,790,648 42,537,941 46,511,509 5,907,877 8,444,073 12,231,061 11,925,978 10,603,695 13,512,733 1,223,822 1,789,241 2,223,626 2,465,093 3,218,466 3,319,230 - 991,942 1,330,184 916,613 1,388,223 1,798,624 1,427,717 570,534 590,062 573,429 513,484 498,150 1,867,639 1,468,837 1,801,661 3,560,159 4,430,392 5,500,983 724,241 - 144,485 423,152 2,214,613 3,430,681 1,332,105 3,003,344 2,599,101 2,868,390 1,666,029 3,728,955 77,341 49,026 56,900 34,847 49,630 74,558 (758,734) (91,145) (81901) (144,084) (73,857) (242,338) $ 46,500,002 $ 52,551,554 $ 58,521,513 $ 64,725,956 $ 85,629,155 $ 96,579,951 115 CITY OF DENTON, TEXAS CHANGES IN FUND BALANCES OF GOVERNMENTAL FUNDS LAST TEN FISCAL YEARS (modified accrual basis of accounting) REVENUES: T axes: Property tax Sales taxi Hotel occupancy tax Beverage tax Bingo tax Licenses and permits Franchise fees Fines and forfeitures Fees for services Investment revenue Intergovernmental Miscellaneous Total revenues EXPENDITURES: General government Public safety Public works Parks and recreation Capital outlay Debt service: Principal retirement Advance refunding escrow Bond issuance costs Interest and other charges Total expenditures Excess (deficiency) of revenues over (under) expenditures OTHER FINANCING SOURCES (USES): Refunding bonds issued Payment to refunded bond escrow agent Issuance of long-term debt Premium on debt issuance Insurance recoveries Proceeds of capital lease Sale of capital assets Transfers in Transfers (out) Total other financing sources (uses) NET CHANGE IN FUND BALANCES Debt service as a percentage of noncapital expenditures Source: Comprehensive Annual Financial Reports 2007 2008 2009 2010 $ 34,662,336 $ 41,436,012 $ 42,980,209 $ 43,326,427 20,653,932 21,440,839 20,466,772 20,484,954 1,268,627 1,369,667 1,239,261 1,302,617 294,623 319,541 338,700 347,940 23,708 23,653 22,915 22,611 1,097,323 1,080,580 1,265,733 1,198,552 15,197,943 16,197,042 15,669,981 17,457,994 5,065,049 5,262,189 4,972,905 4,828,159 7,624,265 7,951,665 7,595,440 12,244,258 3,632,744 3,287,282 2,415,817 684,709 3,852,513 8,094,307 4,049,439 16,639,038 3,006,751 3,778,673 3,183,891 1,002,133 96,379,814 110,241,450 104,201,063 119,539,392 20,158,739 24,110,329 25,223,041 26,909,485 37,755,272 40,855,112 42,540,423 44,398,442 5,624,287 6,596,191 6,753,314 6,517,717 10,234,361 11,557,168 11,444,577 11,072,061 17,237,922 23,275,703 21,863,647 14,164,662 6,808,439 8,479,136 9,479,243 9,277,804 - - 148,575 - 314,286 530,137 105,392 78,919 4,389,307 5,261,346 5,570,770 5,095,245 102,522,613 120,665,122 123,128,982 117,514,335 (6,142,799) (10,423,672) (18,927,919) 2,025,057 24,780,000 24,595,000 6,120,000 3,460,000 - (25,117,336) (6,265,255) (3,774,764) - 22,230,000 - 6,905,000 528,630 937,755 246,012 498,682 1,108,131 69,897 - - - 582,087 44,865 160,495 12,323,132 2,406,678 10,286,496 5,815,769 (5,154,536) (1,833,960) (9,280,022) (8,384,227) 33,585,357 23,870,121 1,152,096 4,680,955 S 27,442,558 1 S 13,446,449 S (17,775,823) S 657065012 13.1% 14.1% 14.9% 13.9% 1 Sales tax figures in fiscal years 2010 and prior present amounts net of economic incentive payments. ffi[y Table 4 2011 2012 2013 2014 2015 2016 $ 44,147,706 $ 45,116,485 $ 47,330,522 $ 48,872,016 $ 54,230,541 $ 58,802,856 22,871,282 25,886,940 26,522,473 27,764,114 30,601,965 32,624,297 1,513,468 1,555,347 1,910,125 1,982,643 2,156,294 2,243,264 359,671 345,032 392,192 419,498 573,758 597,284 21,963 20,889 20,774 20,684 20,380 18,910 1,460,548 1,436,215 1,446,580 1,978,421 2,782,395 3,106,162 19,324,244 19,336,701 19,901,459 21,001,427 21,996,031 22,659,014 4,929,110 5,462,133 5,342,966 6,261,579 6,505,175 6,433,158 8,395,583 8,519,763 8,683,278 10,187,195 9,391,260 10,927,305 459,615 581,849 354,089 563,236 759,334 1,019,594 10,896,063 6,739,864 9,914,834 10,986,128 10,236,689 5,217,302 1,911,634 1,171,618 1,322,762 2,648,160 1,387,127 1,347,258 116,290,887 116,172,836 123,142,054 132,685,101 140,640,949 144,996,404 25,784,296 24,359,018 25,047,062 28,188,722 29,277,275 31,024,356 46,561,747 48,118,051 51,303,825 53,380,064 55,978,174 59,067,019 7,483,926 8,608,554 9,425,446 9,979,997 12,439,131 11,604,966 10,913,450 11,315,951 12,274,908 12,808,701 13,277,516 13,987,694 12,937,053 10,983,987 20,038,064 20,660,461 23,712,400 25,966,695 9,670,892 9,770,660 10,017,719 10,703,071 11,918,983 13,390,576 - 130,111 110,145 - 120,519 147,687 29,156 163,811 181,308 86,800 181,409 154,948 5,070,734 4,758,305 4,552,348 4,741,257 4,647,528 5,246,925 118,451,254 118,208,448 132,950,825 140,549,073 151,552,935 160,590,866 (2,160,367) (2,035,612) (9,808,771) (7,863,972) (10,911,986) (15,594,462) - 10,173,303 6,182,405 3,130,000 14,290,000 12,045,000 - (11,432,581) (6,547,180) (3,194,293) (15,604,758) (14,075,445) 5,680,000 8,020,000 14,765,000 12,635,000 29,240,000 22,780,000 32,628 2,016,193 1,232,674 635,037 3,214,914 4,317,817 - 19,961 - - - 30,624 - - - - - 150,155 303,307 153,127 148,417 85,059 715,685 530,054 1,968,253 4,741,735 2,980,448 3,596,433 4,557,824 8,164,575 (7,915,382) (4,192,497) (3,063,936) (2,735,717) (3,071,594) (6,592,842) 68,806 9,499,241 15,697,828 14,151,519 33,342,071 27,349,938 $ (2,091,561) $ 7,463,629 $ 558895057 $ 652875547 $ 2254305085 $ 11,755,476 14.0% 13.6% 12.9% 12.9% 13.0% 13.8% IMVA CITY OF DENTON, TEXAS ASSESSED VALUE AND ESTIMATED ACTUAL VALUE OF TAXABLE PROPERTY LAST TEN FISCAL YEARS Source: Denton Central Appraisal District 'Total Taxable Assessed Value from 2013-2016 include the Downtown and West Park TIRZ's. 118 fable 5 Total Direct Tax 0.66652 0.66652 0.66652 0.68975 0.68975 0.68975 0.68975 0.68975 0.68975 Estimated Market Value Less: Total Taxable Fiscal Real Personal Tax -Exempt Assessed Year Property Property Property Value' 2007 S 5,475,770,871 S 952,273,984 S 986,815,946 _ S 5,441,228,909 S 2008 6,159,567,238 969,219,527 1,039,286,990 6,089,499,775 2009 6,443,103,507 938,547,047 1,090,291,442 6,291,359,112 2010 6,619,118,472 922,539,801 1,213,749,251 6,327,909,022 2011 6,744,096,534 879,202,496 1,393,181,072 6,230,117,958 2012 6,903,311,493 933,580,101 1,424,516,590 6,412,375,004 2013 7,083,330,127 1,125,646,116 1,492,264,875 6,716,711,368 2014 7,427,124,969 1,161,189,421 1,609,090,116 6,979,224,274 2015 8,285,049,321 1,329,999,883 1,817,871,596 7,797,177,608 2016 8,989,650,946 1,332,290,743 1,858,794,929 8,463,146,760 Source: Denton Central Appraisal District 'Total Taxable Assessed Value from 2013-2016 include the Downtown and West Park TIRZ's. 118 fable 5 Total Direct Tax 0.66652 0.66652 0.66652 0.68975 0.68975 0.68975 0.68975 0.68975 0.68975 1 IMPI CITY OF DENTON, TEXAS PROPERTY TAX RATES (PER $100 OF ASSESSED VALUE) DIRECT AND OVERLAPPING' GOVERNMENTS LAST TEN FISCAL YEARS 120 Denton Argyle City of Denton Independent Independent Fiscal Operating Debt Service Total Denton School School Year Rate Rate Direct Rate County District District 2007 $ 0.44765 $ 0.17887 $ 0.62652 $ 0.231920 $ 1.76400 $ 1.769430 2008 0.44765 0.21887 0.66652 0.235890 1.43400 1.410050 2009 0.44765 0.21887 0.66652 0.235770 1.49000 1.410050 2010 0.44765 0.21887 0.66652 0.249800 1.49000 1.410050 2011 0.47088 0.21887 0.68975 0.273900 1.53000 1.440050 2012 0.47088 0.21887 0.68975 0.277357 1.53000 1.460050 2013 0.47088 0.21887 0.68975 0.282867 1.53000 1.480050 2014 0.47480 0.21495 0.68975 0.284914 1.53000 1.475000 2015 0.48119 0.20856 0.68975 0.272200 1.54000 1.570050 2016 0.47456 0.21519 0.68975 0.262000 1.54000 1.570050 Source: Denton County Tax Office Denton County Central Appraisal District 'Overlapping rates are those of the school district and county government that apply to property owners within the City of Denton. 120 Table 6 Overlapping Rates School Districts Aubrey Krum Pilot Point Ponder Sanger Total Direct Independent Independent Independent Independent Independent & Overlapping School School School School School Rates District District District District District (Range) $ 1.666600 $ 1.595500 $ 1.630000 $ 1.552610 $ 1.650000 $ 2.411050 - 2.627870 1.398060 1.365500 1.300000 1.228210 1.340000 2.130620 - 2.336410 1.485600 1.365500 1.390000 1.321220 1.370000 2.223510 - 2.392290 1.540000 1.440000 1.370000 1.309028 1.360000 2.225348 - 2.456320 1.540000 1.480000 1.370000 1.324890 1.360000 2.288540 - 2.503650 1.540000 1.540000 1.370000 1.344610 1.372067 2.311717 - 2.507107 1.540000 1.520000 1.370000 1.353292 1.372067 2.325909 - 2.512617 1.510000 1.540000 1.370000 1.385000 1.372070 2.344664 - 2.514664 1.510000 1.540000 1.370000 1.380800 1.372067 2.331950 - 2.532000 1.510000 1.540000 1.370000 1.387500 1.372067 2.321750 - 2.521800 IM CITY OF DENTON, TEXAS PRINCIPAL PROPERTY TAXPAYERS CURRENT YEAR AND NINE YEARS AGO 2016 Percentage of Taxable Total Taxable Table 7 2007 Percentage of Taxable Total Taxable Assessed Assessed Assessed Assessed Name of Taxpayer Value Value' Name of Taxpayer Value Value PACCAR Inc. (Peterbilt) $97,146,347 1.15% Presbyterian Hospital $120,766,157 2.22% Columbia Medical Center of Denton (Denton Denton Regional Regional Hospital) 90,617,674 1.07% Hospital 77,260,797 1.42% Inland Western Crossing (Denton Crossing Shopping Inland Western Center) 57,185,000 0.68% Crossing 55,500,000 1.02% Cypress Denton Station LTD (Forum at Denton Station Apartments) 51,401,583 0.61% Peterbilt Motors 52,442,834 0.96% ACC OP LLC (U Centre at Fry Street Apartments) 51,300,000 0.61% United Copper 49,531,076 0.91% RR Marketplace LP (Rayzor Ranch Town Anderson Center) 48,684,184 0.58% Merchandisers 46,650,576 0.86% Timber Links Apartments LLC (The Timber Links) 44,500,000 0.53% Eagleridge Operating LLC (EagleRidge Energy) 38,227,658 0.45% Sally Beauty 38,823,013 0.71% Verizon Southwest 37,109,019 0.68% HRA University Courtyard LLC (University Courtyard Apartments) 33,660,000 0.40% Flowers Baking 31,976,228 0.59% SCI Gateway at Denton Fund 25 LLC (Gateway at Denton Apartments) 30,718,622 0.36% Golden Triangle Mall 29,367,171 0.54% Total $ 543,441,068 6.42% Total $ 539,426,871 9.91% Source: Denton Central Appraisal District 'Total taxable assessed value for tax year 2015 (fiscal year 2016) is $8,463,146,760 Total taxable assessed value for tax year 2006 (fiscal year 2007) is $5,441,228,909 fife: 1 123 CITY OF DENTON, TEXAS PROPERTY TAX LEVIES AND COLLECTIONS LAST TEN FISCAL YEARS Taxes Levied Adjustments Within the to Levy in Fiscal Fiscal Year Subsequent Year of the Levy Years 2007 S 34,273,862 S 2008 40,816,256 2009 43,086,123 2010 42,898,414 2011 43,890,121 2012 44,856,277 2013 46,965,495 2014 48,398,900 2015 53,829,793 2016 58,634,172 Source: Denton Central Appraisal District 329,454 45,540 57,684 58,535 (1,769) 11,360 18,835 37,140 (167,861) S Adjusted Taxes Levied for the Fiscal Year 34,603,316 40,861,796 43,143,807 42,956,949 43,888,352 44,867,637 46,984,330 48,436,040 53,661,933 58,634,172 124 Collected Within the Fiscal Year of the Lev Collections in Subsequent 454,092 629,521 422,114 365,505 303,426 223,575 220,983 (49,454) Percentage Amount of Levy _ S 33,872,404 97.89% S 40,354,528 98.76% 42,423,707 98.33% 42,448,364 98.82% 43,447,508 99.00% 44,461,501 99.09% 46,638,975 99.26% 48,083,910 99.27% 53,503,029 99.70% 58,280,013 99.40% Collections in Subsequent 454,092 629,521 422,114 365,505 303,426 223,575 220,983 (49,454) Table 8 Total Collections to Date Amount Percentage of Levy $ 34,561,778 99.88% 40,808,620 99.87% 43,053,228 99.79% 42,870,478 99.80% 43,813,013 99.83% 44,764,927 99.77% 46,862,550 99.74% 48,304,893 99.73% 53,453,575 99.61% 58,280,013 99.40% IVII CITY OF DENTON, TEXAS RATIO OF OUTSTANDING DEBT BY TYPE LAST TEN FISCAL YEARS Source: Comprehensive Annual Financial Reports Note: Details regarding the City's outstanding debt can be found in the notes to the financial statements. 1See Table 13 for personal income and population data. IP41 Governmental Activities Business -Type Activities General Certificates General Certificates Fiscal Obligation of Premiums, Other Revenue Obligation of Year Bonds Obligation Discounts Obligations Bonds Bonds Obligation 2007 S 70,650,317 S 51,355,100 S 849,575 S 2,393,684 S 281,750,000 S 3,099,683 S 13,889,900 2008 80,814,594 55,097,550 1,645,160 1,819,298 282,200,000 4,865,406 12,952,450 2009 77,358,650 48,611,150 1,658,410 2,769,671 266,705,000 4,366,350 11,243,850 2010 77,314,650 45,727,950 1,798,093 1,771,952 209,885,000 39,600,350 126,207,050 2011 73,395,650 43,036,419 1,475,673 1,879,906 187,525,000 47,209,350 150,553,581 2012 80,013,439 33,910,342 3,272,887 1,891,895 156,855,000 59,301,561 181,314,658 2013 80,719,761 37,514,485 3,737,386 983,249 144,225,000 55,970,239 222,955,515 2014 78,316,161 41,570,000 3,593,057 1,102,864 112,170,000 79,188,839 290,640,000 2015 95,019,058 41,590,000 6,039,823 2,079,227 63,340,000 108,585,942 359,375,000 2016 109,861,174 34,565,000 9,250,779 1,373,230 - 141,063,826 416,465,000 Source: Comprehensive Annual Financial Reports Note: Details regarding the City's outstanding debt can be found in the notes to the financial statements. 1See Table 13 for personal income and population data. IP41 Table 9 Total Percentage Premiums, Other Primary of Personal Per Discounts Obligations Government Incomes Capital $ 6,836,909 $ 7,032,986 $ 437,858,154 0.01810% $ 4,017.78 6,265,197 5,713,041 451,372,696 0.01786% 4,060.57 5,586,295 3,161,549 421,460,925 0.01708% 3,717.14 14,799,674 1,824,177 518,928,896 0.01980% 4,531.46 13,078,316 1,279,130 519,433,025 0.02087% 4,490.96 17,869,148 713,408 535,142,338 0.01932% 4,558.40 18,645,703 363,487 565,114,825 0.02040% 4,813.71 23,263,019 - 629,843,940 0.02145% 5,285.79 27,564,104 - 703,593,154 0.02398% 5,817.46 38,514,641 - 751,093,650 0.02545% 6,118.44 CITY OF DENTON, TEXAS RATIO OF GENERAL BONDED DEBT OUTSTANDING LAST TEN FISCAL YEARS General Bonded Debt Outstand General Certificates Fiscal Obligation of Year Bonds Obligation 2007 $ 73,750,000 $ 65,245,000 2008 85,680,000 68,050,000 2009 81,725,000 59,855,000 2010 116,915,000 171,935,000 2011 120,605,000 193,590,000 2012 139,315,000 215,225,000 2013 136,690,000 260,470,000 2014 157,505,000 332,210,000 2015 203,605,000 400,965,000 2016 250,925,000 451,030,000 General Bonded Debt Outstand Source: Comprehensive Annual Financial Reports Table 10 Less: Amounts Less: Amounts Percentage of Available Premiums, in Debt Discounts Service Fund $ 291,713 $ 307,711 1,129,480 1,454,579 1,092,841 1,947,553 11,132,167 2,894,676 9,889,696 2,839,556 17,168,115 3,460,027 19,524,244 4,116,256 24,502,816 4,261,848 32,182,498 4,260,793 47,765,420 4,314,370 Source: Comprehensive Annual Financial Reports Table 10 Less: Amounts Percentage of Payable from Actual Taxable Business -Type Value of Per Activity Debt Total Property' Capital $ 16,431,721 $ 122,547,281 2.25% $ 1,146.98 17,302,176 136,102,725 2.24% 1,248.88 15,044,631 125,680,657 2.00% 1,130.63 175,141,474 121,946,017 1.93% 1,075.52 206,176,954 115,068,186 1.85% 1,004.81 254,511,447 113,736,641 1.77% 983.35 294,712,612 117,855,376 1.75% 1,003.90 390,738,598 119,217,370 1.71% 1,000.50 494,103,617 138,388,088 1.77% 1,144.22 595,854,356 149,551,694 1.77% 1,218.25 Note: Details regarding the City's outstanding debt can be found in the notes to the financial statements. 'See Table 5 for property value data. 2See Table 13 for population data. 128 CITY OF DENTON, TEXAS DIRECT AND OVERLAPPING GOVERNMENTAL ACTIVITIES DEBT AS OF SEPTEMBER 30, 2016 Governmental Unit Debt repaid with property taxes: Estimated Debt Percentage Outstanding Applicable' Table 11 Estimated Share of Overlapping Debt Denton Independent School District $ 879,287,344 65.10% $ 572,416,061 Denton County 634,275,000 12.76% 80,933,490 Argyle Independent School District 85,706,207 11.94% 10,233,321 Aubrey Independent School District 49,374,775 0.15% 74,062 Krum Independent School District 44,772,751 5.95% 2,663,979 Pilot Point Independent School District 18,370,000 0.15% 27,555 Ponder Independent School District 22,630,000 1.57% 355,291 Sanger Independent School District 22,296,783 0.41% 91,417 Subtotal, overlapping debt 666,795,176 City of Denton, direct debt 100.00% 155,050,183 Total direct and overlappping debt $ 821,845,359 Ratio of direct and overlapping funded debt to the City's taxable assessed valuation 9.71% Per capita overlapping funded debt $ 6,695 Source: Compiled by First Southwest Company using data from the "Texas Municipal Report" prepared for the Municipal Advisory Council. Note: Overlapping governments are those that coincide, at least in part, with the geographic boundaries of the city. This schedule estimates the portion of the outstanding debt of those overlapping governments that is borne by the residents and businesses of the City of Denton. This process recognizes that, when considering the City of Denton's ability to issue and repay long-term debt, the entire debt burden borne by the residents and businesses should be taken into account. However, this does not imply that every taxpayer is a resident, and therefore responsible for repaying the debt, of each overlapping government. 'The percentage of overlapping debt applicable is estimated using taxable assessed property values. Applicable percentages were estimated by determining the portion of the overlapping government's taxable assessed value that is within the City of Denton's boundaries and dividing it by the overlapping government's total taxable assessed value. In*] CITY OF DENTON, TEXAS PLEDGED REVENUE COVERAGE LAST TEN FISCAL YEARS Utility Svstem' Revenue Bonds Source: Comprehensive Annual Financial Reports 1The Utility System includes the Electric, Water, and Wastewater funds. 2For the coverage calculation, the fair market adjustment to the value of investments is excluded. 3For the coverage calculation, franchise fees and return on investment payments to the General Fund are excluded from operating expenses. 4Revenue bond covenants required a times coverage of 1.25 or greater. As of September 30, 2016 all outstanding revenue bonds are defeased. 5Total times coverage provided to assess total bond debt related to the Utility System. 1161] Less: Add: Fair Market Less: Franchise Fees Value Operating and Return Adjustment Expenses on Investment Fiscal Operating Investment to Investment Impact Fee Before Paid to Year Revenue Revenue Revenue Revenue Depreciation General Fundi 2007 $ 173,879,713 $ 11,390,142 $ 2,710,742 $ 5,558,985 $ 142,890,603 $ 11,283,647 2008 185,874,450 7,458,605 69,292 6,620,938 158,245,885 11,862,151 2009 176,464,357 5,817,918 930,936 4,456,827 147,392,056 11,325,647 2010 166,295,694 1,593,161 (550,830) 3,186,225 137,201,402 12,828,293 2011 186,359,226 1,340,539 (66,712) 5,205,889 136,774,866 14,304,393 2012 189,645,277 1,477,452 110,626 3,542,829 139,801,421 14,414,769 2013 197,126,041 983,424 (227,534) 3,704,336 164,688,198 14,582,800 2014 208,666,178 1,225,879 46,226 5,191,886 175,620,125 15,278,150 2015 229,583,483 1,512,820 156,230 6,476,021 175,131,645 16,356,904 2016 229,086,008 1,772,813 (132,432) 7,286,409 163,392,323 17,027,566 Source: Comprehensive Annual Financial Reports 1The Utility System includes the Electric, Water, and Wastewater funds. 2For the coverage calculation, the fair market adjustment to the value of investments is excluded. 3For the coverage calculation, franchise fees and return on investment payments to the General Fund are excluded from operating expenses. 4Revenue bond covenants required a times coverage of 1.25 or greater. As of September 30, 2016 all outstanding revenue bonds are defeased. 5Total times coverage provided to assess total bond debt related to the Utility System. 1161] Table 12 131 Certificate of Obligation & Net Revenue Bond Debt General Obligation Bond Debt Total Available Times Times Times Revenue Principal Interest Coverage Principal Interest Coverage Coverages $ 56,511,142 $ 13,325,000 $ 12,265,461 2.21 $ - $ - N/A 2.21 53,500,967 14,840,000 13,088,928 1.92 - - N/A 1.92 49,741,757 15,670,000 13,073,992 1.73 - - N/A 1.73 47,252,801 15,935,000 12,267,799 1.68 - - N/A 1.68 70,501,893 13,180,000 9,208,682 3.15 4,610,000 7,315,189 5.91 2.05 69,168,280 8,460,000 7,982,284 4.21 11,880,000 7,477,233 3.57 1.93 51,935,937 12,630,000 7,028,800 2.64 9,940,000 9,115,348 2.73 1.34 54,695,742 13,260,000 6,437,088 2.78 11,860,000 10,306,245 2.47 1.31 78,641,353 11,570,000 4,902,319 4.77 15,535,000 14,115,713 2.65 1.71 91,912,905 10,210,000 2,551,456 7.20 18,800,000 18,258,583 2.48 1.84 131 CITY OF DENTON, TEXAS DEMOGRAPHIC AND ECONOMIC STATISTICS LAST TEN FISCAL YEARS Fiscal Estimated Personal Per Capita Median Grade School University Year Population) Income Income Agee Enrollment Enrollment 2007 106,843 2,431,746,680 22,760 27.1 20,880 43,133 2008 108,980 2,419,464,980 22,201 27.9 22,221 43,770 2009 111,160 2,527,667,240 22,739 28.8 22,761 45,658 2010 113,383 2,467,894,378 21,766 28.9 24,047 47,236 2011 114,517 2,621,408,647 22,891 28.9 24,901 47,720 2012 115,662 2,489,161,902 21,521 27.0 25,791 48,227 2013 117,397 2,769,630,024 23,592 26.9 26,339 48,584 2014 119,158 2,936,410,594 24,643 27.5 27,105 48,497 2015 120,945 2,934,125,700 24,260 27.9 27,473 49,665 2016 122,759 2,950,758,083 24,037 28.4 28,658 50,809 Table 13 Unemployment 5 4.4% 6.5% 6.3% 6.7% 5.0% 4.9% 3.9% 3.2% 3.5% Sources: 1City of Denton Planning and Development Department estimate. Prior population figures have been adjusted to reflect the 2010 census data. United States Census and Denton Chamber of Commerce 3Denton Independent School District UUniversity of North Texas' and Texas Woman's University's Denton campus enrollment 5Texas Workforce Commission estimate IB3: CITY OF DENTON, TEXAS PRINCIPAL EMPLOYERS CURRENT YEAR AND NINE YEARS AGO 2016 Texas Presbyterian 1,076 1.54% Hospital Denton Regional Medical Center 950 1.36% Table 14 2007 Percentage of Total City Name of Employer Employees Employment University of North Texas 8,738 12.54% Denton Independent 4,417 o 6.34/o School District Peterbilt Motors - 2314 3.32% Headquarters & Plant Denton State Supported 1,450 2.39% Denton County 1,700 2.44% Living Center 1,441 2.38% Texas Woman's City of Denton 1,672 2.40% University Denton County 1,159 University 1,581 2.27% (in Denton) City of Denton 1,566 2.25% Federal Emergency 1,100 1.58% Management Agency Texas Presbyterian 1,076 1.54% Hospital Denton Regional Medical Center 950 1.36% Table 14 2007 Denton Regional Medical 800 1.32% Center Denton Community (Presbyterian) Hospital Total 25,114 36.04% Total Source: Office of Economic Development & Denton Chamber of Commerce 133 750 1.24% 19,645 32.43% Percentage of Total City Name of Employer Employees Employment University of North Texas 7,351 12.14% Denton Independent 2,600 o 4.29/o School District Paccar, Inc. (Peterbilt 1,750 2.89% Motors) Denton State School 1,450 2.39% Denton County 1,441 2.38% (in Denton) City of Denton 1,244 2.05% Texas Woman's 1,159 1.91% University Federal Emergency 1,100 1.82% Management Agency Denton Regional Medical 800 1.32% Center Denton Community (Presbyterian) Hospital Total 25,114 36.04% Total Source: Office of Economic Development & Denton Chamber of Commerce 133 750 1.24% 19,645 32.43% CITY OF DENTON, TEXAS FULL-TIME EQUIVALENT CITY GOVERNMENT EMPLOYEES BY FUNCTION/PROGRAM LAST TEN FISCAL YEARS Full-time Equivalent Employees for Fiscal Year Function / Program 2007 2008 2009 2010 2011 General government Public safety Police Fire Animal services Municipal Court/Judge Public works Parks and recreation Electric system Water system Wastewater system Solid waste Airport Materials management Fleet services Technology services Engineering Risk Retention Total Source: City of Denton Budget Office 175.88 180.63 191.63 194.63 195.00 212.23 217.23 217.23 217.23 222.23 162.25 162.25 163.25 163.25 163.25 8.00 8.00 8.00 8.00 8.00 16.50 16.75 16.75 17.50 18.50 38.00 39.00 39.00 39.00 39.00 142.07 144.15 144.15 143.08 142.58 112.00 120.50 125.00 129.50 129.50 164.50 165.00 160.50 158.00 158.50 82.87 83.37 84.87 86.37 88.37 87.00 88.00 93.50 93.50 98.50 - - - - 5.00 12.50 12.50 13.50 13.50 13.50 18.00 19.00 21.00 21.00 21.00 24.50 25.00 25.00 25.00 26.00 5.00 5.00 5.00 5.00 5.00 1,261.30 1,286.38 1,308.38 1,314.56 1,333.93 134 Table 15 2012 2013 2014 2015 2016 204.25 210.25 210.25 218.75 229.75 217.23 219.23 225.23 228.23 230.23 163.25 167.75 167.75 168.25 177.25 9.00 11.00 11.00 13.00 13.00 19.50 19.50 19.50 19.00 19.00 41.00 44.00 46.00 49.50 54.50 141.08 143.35 145.81 145.81 148.48 131.50 143.00 164.00 174.00 188.00 158.00 154.00 133.50 140.50 144.50 92.37 97.25 100.75 108.75 111.25 105.50 115.00 117.00 120.00 124.50 5.50 6.50 6.50 7.50 7.50 12.00 13.00 15.00 15.00 16.00 22.00 22.00 22.00 22.00 24.00 27.00 29.00 31.00 36.00 36.00 - - 31.00 34.00 34.00 6.00 6.00 6.00 8.00 8.00 1,355.18 1,400.83 1,452.29 1,508.29 1,565.96 11617 CITY OF DENTON, TEXAS OPERATING INDICATORS BY FUNCTION/PROGRAM LAST TEN FISCAL YEARS Source: Various city departments 136 Fiscal Year Function / Program 2007 2008 2009 2010 Public Safety Police Calls for service 74,397 80,117 83,557 83,746 Traffic citations issued 31,131 31,610 36,598 33,990 Fire Fire calls for service 3,539 3,703 3,391 3,199 EMS calls for service 6,544 6,862 7,017 7,255 Inspections (Businesses) 3,144 3,591 3,622 4,739 Animal Services Animals sheltered 5,427 4,967 4,341 5,042 Animals adopted, transferred, or returned 2,297 2,119 2,193 3,264 Public Works Street repaving (lane miles) 23.38 41.28 17.43 10.27 Pot holes repaired 8,153 6,841 11,593 20,988 Cutouts base failures (square feet) 44,566 75,877 126,691 169,396 Crack seal maintenance (linear feet) 42,624 40,288 55,894 53,712 Parks and Recreation Attendance Leisure Services 1,048,500 1,010,351 1,031,530 1,153,632 Water Park 163,000 169,000 179,386 193,361 Total Acres Maintained 2,293 2,633 2,633 2,633 Water Number of customers 28,898 29,679 30,288 30,889 Annual finished water production (in thousand gallons) 5,671,124 6,582,151 6,210,472 6,209,966 Wastewater Number of customers 27,185 28,019 28,647 29,105 Annual wastewater discharge (in thousand gallons) 5,174,100 5,263,780 4,733,839 5,617,490 Solid Waste Number of customers (residential and commercial) 28,954 30,680 31,173 32,044 MSW Landfilled (tons) 128,644 136,024 160,378 140,284 Recycling collections (tons) 21,179 24,248 44,540 50,246 Source: Various city departments 136 Table 16 2011 2012 2013 2014 2015 2016 84,899 81,104 81,084 83,704 84,434 86,399 29,162 28,327 30,166 27,160 22,022 20,207 3,423 3,316 3,845 4,183 3,933 4,511 7,458 7,657 7,717 7,977 8,079 8,943 4,370 4,310 4,366 4,830 4,066 4,361 4,936 5,467 5,420 5,072 4,876 5,032 3,730 4,332 4,209 3,895 3,870 4,468 8.33 15.43 10.26 25.59 18.21 25.69 10,535 10,807 7,227 8,996 11,872 15,254 146,925 102,879 114,448 72,098 99,085 152,002 116,556 117,780 155,838 77,451 59,115 37,828 1,093,705 969,858 909,395 1,060,988 967,132 1,007,102 200,553 212,123 215,605 209,406 218,232 224,893 2,570 2,405 2,272 2,425 2,469 2,511 31,222 31,372 31,837 32,405 33,465 34,198 7,331,902 6,750,840 6,827,186 6,155,724 6,355,608 6,301,333 29,519 29,772 30,103 30,562 31,243 32,077 4,852,097 4,966,250 4,943,270 4,926,080 5,834,100 6,111,680 32,621 33,049 34,003 36,593 37,540 39,806 149,930 164,436 176,076 203,928 227,859 251,305 73,912 86,887 96,055 87,655 81,558 113,743 137 CITY OF DENTON, TEXAS CAPITAL ASSET STATISTICS BY FUNCTION/PROGRAM LAST TEN FISCAL YEARS Function / Program Public safety Police Police stations Police patrol units Fire Fire stations Emergency vehicles Animal services Animals shelters Public works Lane miles added per year Streetlights Parks and recreation Parks Park acreage Recreation centers Water Water mains (miles) Raw water (in thousand gallons) Wastewater Wastewater mains (miles) Maximum daily capacity (in million gallons) Solid waste Landfills Source: Various city departments Fiscal Year 2007 2008 2009 2010 2011 1 1 1 1 1 149 147 149 149 143 7 7 7 7 7 24 24 26 30 30 1 1 1 1 1 22.66 10.10 14.79 41.77 1.56 7,008 7,011 7,015 7,016 6,996 37 37 37 37 37 1,218 1,292 1,438 1,341 1,332 13 13 13 13 13 530 533 550 558 560 5,801,994 6,694,734 6,471,258 6,416,086 7,572,149 470 481 488 495 496 21 21 25 25 25 1 1 1 1 1 138 Table 17 2012 2013 2014 2015 2016 1 1 1 1 1 139 137 138 137 141 7 7 7 7 7 30 31 31 32 36 1 1 1 1 1 2.45 12.00 12.20 5.83 8.11 6,987 7,020 7,067 7,164 7,233 37 37 37 37 37 1,431 1,461 1,783 1,783 1,783 13 13 13 13 13 565 572 592 604 618 7,013,351 6,776,717 6,195,624 6,493,457 6,182,450 501 509 513 516 521 25 25 25 25 25 1 1 1 1 1 139 1 Mol CITY OF DENTON, TEXAS SCHEDULE OF EXPENDITURES - BUDGET AND ACTUAL GENERAL FUND FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2016 Exhibit XXXHI fCy Variance with Actual on a Final Budget - Budgeted Amounts Budgetary Positive Original Final Basis (Negative) EXPENDITURES: Personal Service $ 2,468,617 S 2,468,617 S 2,718,435 S (249,818) Materials and Supplies 39,900 39,900 31,799 8,101 Maintenance and Repairs 36,300 24,776 24,167 609 Insurance 18,842 18,842 18,842 - Miscellaneous 58,075 51,756 52,116 (360) Operations, Services 131,656 146,999 176,340 (29,341) Transfers - Interfund 137,063 137,063 137,063 - City Manager's Office 2,890,453 2,887,953 3,158,762 (270,809) Personal Service 273,199 273,199 265,227 7,972 Materials and Supplies 1,000 1,000 1,334 (334) Maintenance and Repairs 1,350 1,350 - 1,350 Insurance 3,794 3,794 3,794 - Miscellaneous 500 500 1,123 (623) Operations, Services 15,177 15,177 6,629 8,548 Transfers - Interfund 27,852 27,852 27,852 - Cable Television 322,872 322,872 305,959 16,913 Operations, Services 75,000 75,000 52,384 22,616 Internal Audit 75,000 75,000 52,384 22,616 Personal Service 300,372 300,372 298,008 2,364 Materials and Supplies 27,160 27,160 20,716 6,444 Insurance 3,375 3,375 3,375 - Operations, Services 307,401 87,832 97,377 (9,545) Transfers - Interfund 19,250 238,819 238,819 - Public Communications 657,558 657,558 658,295 (737) Personal Service 1,098,130 1,098,130 1,112,685 (14,555) Materials and Supplies 31,150 31,150 22,625 8,525 Maintenance and Repairs 500 500 - 500 Insurance 11,950 11,950 11,950 - Miscellaneous 60,873 82,038 75,701 6,337 Operations, Services 488,762 364,699 326,577 38,122 Transfers - Interfund 91,944 216,007 216,007 - Human Resources 1,783,309 1,804,474 1,765,545 38,929 Personal Service 1,916,652 1,916,652 1,922,452 (5,800) Materials and Supplies 12,400 55,753 61,242 (5,489) Insurance 14,382 14,382 14,382 - Operations, Services 195,020 195,020 75,869 119,151 Transfers - Interfund 82,720 82,720 82,720 - Legal Administration S 2,264,527 S 2,264,527 S 2,156,665 S 107,862 (continued) fCy CITY OF DENTON, TEXAS Exhibit XXXIH SCHEDULE OF EXPENDITURES - BUDGET AND ACTUAL GENERAL FUND FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2016 Personal Service 200,942 200,942 201,686 Variance with Materials and Supplies 230,845 230,845 Actual on a Final Budget - Maintenance and Repairs Budgeted Amounts Budgetary Positive (2,818) Original Final Basis (Negative) EXPENDITURES: Operations, Services 2,840 2,840 49,905 Personal Service S 387,748 S 387,748 S 319,352 S 68,396 Materials and Supplies 4,943 3,913 2,457 1,456 Insurance 4,222 4,222 4,222 - Operations, Services 7,083 8,113 6,953 1,160 Transfers - Interfund 34,817 34,817 34,817 - Municipal Judge 438,813 438,813 367,801 71,012 Personal Service 2,104,577 2,073,730 1,996,211 77,519 Materials and Supplies 56,553 56,553 99,472 (42,919) Maintenance and Repairs - - 495 (495) Insurance 21,950 21,950 21,950 - Miscellaneous 43,181 43,181 23,571 19,610 Operations, Services 340,090 202,437 227,136 (24,699) Transfers - Interfund 263,950 513,950 613,950 (100,000) Planning 2,830,301 2,911,801 2,982,785 (70,984) Personal Service 2,402,654 2,402,654 2,239,482 163,172 Materials and Supplies 61,400 69,400 55,079 14,321 Maintenance and Repairs 12,634 12,634 12,855 (221) Insurance 33,243 33,243 33,243 - Operations, Services 113,910 105,910 83,581 22,329 Transfers - Interfund 281,537 281,537 381,537 (100,000) Building Inspections 2,905,378 2,905,378 2,805,777 99,601 Personal Service 200,942 200,942 201,686 (744) Materials and Supplies 230,845 230,845 165,238 65,607 Maintenance and Repairs 3,000 3,000 5,818 (2,818) Insurance 2,022 2,022 2,022 - Operations, Services 2,840 2,840 49,905 (47,065) Transfers - Interfund 21,096 21,096 21,096 - Reprographics 460,745 460,745 445,765 14,980 Personal Service 367,356 367,356 243,278 124,078 Materials and Supplies 2,950 9,279 8,716 563 Insurance 4,030 4,030 4,030 - Miscellaneous 250 174 174 - Operations, Services 19,072 12,819 5,139 7,680 Transfers - Interfund 34,119 34,119 34,119 - Gas Well Review 427,777 427,777 295,456 132,321 Personal Service 1,113,947 1,113,947 1,046,368 67,579 Materials and Supplies 50,216 50,216 37,869 12,347 Insurance 78,977 78,977 78,978 (1) Miscellaneous 500 500 50 450 Operations, Services 484,505 453,694 439,419 14,275 Transfers - Interfund 98,646 129,457 129,457 - Community Improvement S 1,826,791 S 1,826,791 S 1,732,141 S 94,650 (continued) fCy CITY OF DENTON, TEXAS Exhibit XXXlll SCHEDULE OF EXPENDITURES - BUDGET AND ACTUAL GENERAL FUND FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2016 Personal Service 2,546,806 2,538,806 2,506,986 Variance with Materials and Supplies 80,533 80,433 Actual on a Final Budget - Maintenance and Repairs Budgeted Amounts Budgetary Positive - Original Final Basis (Negative) EXPENDITURES: Miscellaneous 1,915 1,915 1,655 Personal Service $ 1,190,385 S 1,190,385 S 1,130,109 S 60,276 Materials and Supplies 43,375 42,375 28,487 13,888 Insurance 17,462 17,462 17,462 - Miscellaneous 5,300 5,300 1,183 4,117 Operations, Services 65,900 66,900 29,804 37,096 Transfers - Interfund 140,444 140,444 140,444 - Municipal Court 1,462,866 1,462,866 1,347,489 115,377 Personal Service 2,546,806 2,538,806 2,506,986 31,820 Materials and Supplies 80,533 80,433 59,951 20,482 Maintenance and Repairs 675 675 675 - Insurance 24,544 24,544 24,544 - Miscellaneous 1,915 1,915 1,655 260 Operations, Services 56,710 64,810 62,931 1,879 Transfers - Interfund 147,432 147,432 147,432 - Finance 2,858,615 2,858,615 2,804,174 54,441 Personal Service 760,867 664,867 575,393 89,474 Materials and Supplies 39,168 39,168 31,434 7,734 Insurance 9,724 9,724 9,724 - Miscellaneous 187,947 219,947 211,891 8,056 Operations, Services 2,210,879 2,168,879 2,049,990 118,889 Transfers - Interfund 36,268 142,268 148,703 (6,435) Economic Development 3,244,853 3,244,853 3,027,135 217,718 Personal Service 7,548,081 7,548,081 7,431,085 116,996 Materials and Supplies 745,259 750,289 747,952 2,337 Maintenance and Repairs 845,447 779,744 745,623 34,121 Insurance 173,066 173,066 173,066 - Miscellaneous - - 4,183 (4,183) Operations, Services 2,236,904 2,236,624 2,183,475 53,149 Transfers - Interfund 695,616 756,569 785,973 (29,404) Parks & Recreation 12,244,373 12,244,373 12,071,357 173,016 Personal Service 1,532,946 1,532,946 1,402,788 130,158 Materials and Supplies 47,649 47,649 35,988 11,661 Maintenance and Repairs 907,447 851,676 842,504 9,172 Insurance 22,264 22,264 22,264 - Miscellaneous 1,503 1,503 1,849 (346) Operations, Services 1,124,430 1,124,430 1,167,086 (42,656) Transfers - Interfund 169,672 225,443 225,444 (1) Facilities Management 3,805,911 3,805,911 3,697,923 107,988 Personal Service 3,625,930 3,603,930 3,529,551 74,379 Materials and Supplies 154,341 158,791 152,740 6,051 Maintenance and Repairs 68,388 63,935 59,412 4,523 Insurance 76,968 76,968 76,968 - Operations, Services 417,162 416,724 418,435 (1,711) Transfers - Interfund 980,357 1,002,357 1,002,357 - Fixed Assets 455,000 455,441 455,361 80 Library S 5,778,146 S 5,778,146 S 5,694,824 S 83,322 (continued) 143 CITY OF DENTON, TEXAS SCHEDULE OF EXPENDITURES - BUDGET AND ACTUAL GENERAL FUND FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2016 Exhibit XXXIII 144 Variance with Actual on a Final Budget - Budgeted Amounts Budgetary Positive Original Final Basis (Negative) EXPENDITURES: Personal Service $ 271,152 S 271,152 S 266,588 S 4,564 Materials and Supplies 13,900 13,900 2,604 11,296 Maintenance and Repairs 300 300 - 300 Insurance 2,145 2,145 2,145 - Miscellaneous 4,900 4,900 2,736 2,164 Operations, Services 180,497 180,497 147,086 33,411 Transfers - Interfund 7,739 7,739 7,739 - Transportation Operations 480,633 480,633 428,898 51,735 Personal Service 984,831 984,831 892,802 92,029 Materials and Supplies 17,800 17,800 20,848 (3,048) Maintenance and Repairs 640,650 610,650 584,009 26,641 Insurance 14,136 14,136 14,136 - Miscellaneous 2,450 2,450 2,380 70 Operations, Services 165,979 165,979 118,121 47,858 Transfers - Interfund 289,378 319,378 319,378 - Traffic Operations 2,115,224 2,115,224 1,951,674 163,550 Operations, Services 735,000 735,000 721,956 13,044 Street Lighting 735,000 735,000 721,956 13,044 Personal Service 24,414,836 24,414,836 24,067,413 347,423 Materials and Supplies 259,486 269,236 273,677 (4,441) Maintenance and Repairs 216,450 216,450 215,323 1,127 Insurance 297,167 297,167 297,167 - Miscellaneous 97,365 108,891 108,825 66 Operations, Services 1,046,362 1,037,362 774,806 262,556 Transfers - Interfund 1,755,016 1,764,016 1,758,420 5,596 Fixed Assets - - 4,914 (4,914) Police 28,086,682 28,107,958 27,500,545 607,413 Personal Service 834,445 834,445 883,663 (49,218) Materials and Supplies 50,384 50,384 100,942 (50,558) Maintenance and Repairs 14,200 14,200 12,275 1,925 Insurance 17,993 17,993 17,993 - Operations, Services 422,585 422,585 372,549 50,036 Transfers - Interfund 65,884 65,884 65,884 - Animal Services 1,405,491 1,405,491 1,453,306 (47,815) Personal Service 22,334,581 22,334,581 22,256,382 78,199 Materials and Supplies 555,653 520,653 507,469 13,184 Maintenance and Repairs 275,900 263,446 276,950 (13,504) Insurance 241,535 241,535 241,535 - Miscellaneous 58,200 137,860 120,522 17,338 Operations, Services 1,272,452 1,254,306 1,269,654 (15,348) Transfers - Interfund 803,099 890,899 890,899 - Fixed Assets 80,000 59,050 59,050 - Fire $ 25,621,420 S 25,702,330 S 25,622,461 S 79,869 (continued) 144 CITY OF DENTON, TEXAS SCHEDULE OF EXPENDITURES - BUDGET AND ACTUAL GENERAL FUND FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2016 Exhibit XXXIH Personal Service (679,976) (1,029,162) 43,539 Variance with Materials and Supplies 40,000 40,000 Actual on a Final Budget - Maintenance and Repairs Budgeted Amounts 3,200 Budgetary Positive Miscellaneous Original Final Basis (Negative) EXPENDITURES: Operations, Services 1,442,040 1,578,875 2,097,126 Personal Service $ 210,057 S 210,057 S 240,844 S (30,787) Materials and Supplies 1,750 1,750 1,750 - Insurance 2,626 2,626 2,626 - Miscellaneous 250,000 250,000 243,642 6,358 Operations, Services 4,056 4,056 3,067 989 Transfers - Interfund 27,323 27,323 27,323 - Agency Contributions 495,812 495,812 519,252 (23,440) Personal Service (679,976) (1,029,162) 43,539 (1,072,701) Materials and Supplies 40,000 40,000 40,000 - Maintenance and Repairs 3,200 3,200 3,978 (778) Miscellaneous 413,950 220,950 196,884 24,066 Operations, Services 1,442,040 1,578,875 2,097,126 (518,251) Transfers - Interfund 2,156,601 4,071,981 4,142,719 (70,738) Miscellaneous/Finance 3,375,815 4,885,844 6,524,246 (1,638,402) Personal Service 78,209,135 77,703,102 77,590,327 112,775 Materials and Supplies 2,567,815 2,607,597 2,510,389 97,208 Maintenance and Repairs 3,026,441 2,846,536 2,784,084 62,452 Insurance 1,096,417 1,096,417 1,096,418 (1) Miscellaneous 1,186,909 1,131,865 1,048,485 83,380 Operations, Services 13,561,472 13,127,567 12,963,395 164,172 Transfers - Interfund 8,367,823 11,279,170 11,580,152 (300,982) Fixed Assets 578,353 514,491 519,325 (4,834) TOTAL GENERAL FUND S 108,594,365 S 110,306,745 S 110,092,575 S 214,170 fCl..1 1 IEII CITY OF DENTON, TEXAS SINGLE AUDIT REPORT FOR THE YEAR ENDED SEPTEMBER 30, 2016 CITY OF DENTON, TEXAS TABLE OF CONTENTS SEPTEMBER 30, 2016 Page Number 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 .................................................................. 1-2 Independent Auditors' Report on Compliance for Each Major Federal and State Program, Report on Internal Control Over Compliance in Accordance with the Uniform Guidance and The State of Texas Uniform Grant Management Standards .................................................... 3-5 Schedule of Expenditures of Federal and State Awards .............................................................. 6-8 Notes to Schedule of Expenditure of Federal and State Awards ................................................. 9 Schedule of Findings and Questioned Costs ............................................................................... 10— 11 THIS PAGE LEFT BLANK INTENTIONALLY [W1,11 &27 t PATTILLO, BROWN & HILL, L..L_r. CERTIFIED PUBLIC ACCOUNTANTS 0 BUSINESS CONSULTANTS 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 To the Honorable Mayor and Members of the City Council City of Denton, Texas We have audited, 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, the financial statements of the governmental activities, the business - type activities, each major fund, and the aggregate remaining fund information of City of Denton, Texas (the "City") as of and for the year ended September 30, 2016, and the related notes to the financial statements, which collectively comprise the City's basic financial statements, and have issued our report thereon dated March 2, 2017. Internal Control over Financial Reporting In planning and performing our audit of the financial statements, we considered the City'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 City's internal control. Accordingly, we do not express an opinion on the effectiveness of the City'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 entity'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 over financial reporting 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 financial reporting that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control over financial reporting that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. NX .11:11, 'ria n c,vc.t�bhc ka�_eonl 11111 5-11,0 ti. 1A 281.671,62,-9 1110 GRANDE "NAI.iAA.'1A 1)"6.5 1.=1.7 t rB iI IS1 111 11,1114Q1 E. N11 ,,03.266--,904 Compliance and Other Matters As part of obtaining reasonable assurance about whether the City's financial statements are free from 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. Purpose of this Report 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 entity's internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the entity's internal control and compliance. Accordingly, this communication is not suitable for any other purpose. Waco, Texas March 2, 2017 2 [W1,11 &27 t PATTILLO, BROWN & HILL, L..L_P. CERTIFIED PUBLIC ACCOUNTANTS 0 BUSINESS CONSULTANTS INDEPENDENT AUDITORS' REPORT ON COMPLIANCE FOR EACH MAJOR FEDERAL AND STATE PROGRAM AND REPORT ON INTERNAL CONTROL OVER COMPLIANCE IN ACCORDANCE WITH THE UNIFORM GUIDANCE AND THE STATE OF TEXAS UNIFORM GRANT MANAGEMENT STANDARDS The Honorable Mayor and Members of the City Council City of Denton, Texas Report on Compliance for Each Major Federal and State Program We have audited City of Denton, Texas' compliance with the types of compliance requirements described in the U.S. Office of Management and Budget (OMB) Compliance Supplement and the state of Texas Uniform Grant Management Standards ("UGMS') that could have a direct and material effect on each of City of Denton, Texas' major federal and state programs for the year ended September 30, 2016. City of Denton, Texas' major federal and state 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 and state programs. Auditor's Responsibility Our responsibility is to express an opinion on compliance for each of City of Denton, Texas' major federal and state 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; the audit requirements of Title 2 U.S. Code of Federal Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance); and the state of Texas Uniform Grant Management Standards. Those standards, the Uniform Guidance, and the Uniform Grant Management Standards 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 and state program occurred. An audit includes examining, on a test basis, evidence about City of Denton, Texas' compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. `A n c,vc.t�bhc 1a�_eonl 1101 S'1'0'v.'1A 281.671,62,-9 1110 GRANDE N AHAA. '1A 1)"6. a 1.=1.7 t rB Al U 111 11,1114Q1 E. N11 ,,03.266--,904 We believe that our audit provides a reasonable basis for our opinion on compliance for each major federal and state program. However, our audit does not provide a legal determination of City of Denton, Texas' compliance. Opinion on Each Major Federal and State Program In our opinion, 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 and state programs for the year ended September 30, 2016. Report on Internal Control over Compliance Management of 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 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 and state program as a basis for designing auditing procedures that are appropriate in the circumstances for the purpose of expressing an opinion on compliance for each major federal and state program and to test and report on internal control over compliance in accordance with the Uniform Guidance and the Uniform Grant Management Standards, 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 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 or state 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 or state 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 or state 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 the Uniform Guidance and Uniform Grant Management Standards. Accordingly, this report is not suitable for any other purpose. 4 Report on Schedule of Expenditures of Federal and State Awards Required by the Uniform Guidance and UGMS We have audited the financial statements of the governmental activities, the business -type activities, each major fund, and the aggregate remaining fund information of the City of Denton, Texas as of and for the year ended September 30, 2016, and the related notes to the financial statements, which collectively comprise City of Denton, Texas' basic financial statements. We issued our report thereon dated March 2, 2017, which contained unmodified opinions on those financial statements. Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the basic financial statements. The accompanying schedule of expenditures of federal and state awards is presented for purposes of additional analysis as required by the audit requirements of Title 2 U.S. Code of Federal Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (the Uniform Guidance) and UGMS and is not a required part of the basic financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the basic financial statements. The information has been subjected to the auditing procedures applied in the audit of the 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 schedule of expenditures of federal and state awards is fairly stated, in all material respects, in relation to the basic financial statements as a whole. Waco, Texas March 2, 2017 5 THIS PAGE LEFT BLANK INTENTIONALLY CITY OF DENTON, TEXAS SCHEDULE OF EXPENDITURES OF FEDERAL AND STATE AWARDS FOR THE YEAR ENDED SEPTEMBER 30, 2016 Federal Grantor/ Pass -Through Grantor/ Program Title Federal Awards U.S. Department of Agriculture Passed through Texas Department of Health and Human Services 2014 Farmers Market Promotion Program Summer Food Services Grant Total U.S. Department of Agriculture U.S. Department of Housing and Urban Development Direct Awards Community Development Block Grant Community Development Block Grant Community Development Block Grant Community Development Block Grant Subtotal - CFDA #14.218 Home Investment Partnerships Program Home Investment Partnerships Program Home Investment Partnerships Program Home Investment Partnerships Program Home Investment Partnerships Program Subtotal - CFDA #14.239 Passed Through Texas Denartment of Housing and Community Affairs 2014-15 Emergency Solution Grant 2015-16 Emergency Solution Grant Total Texas Department of Housing and Community Affairs Total U.S. Department of Housing and Urban Development U.S. Department of Justice Direct Awards U.S. Marshals Violent Offenders Task Force Organized Crime Drug Enforcement Subtotal - CFDA #16.000 2015 Byrne Justice Assistance Grant Federal Equitable Sharing Total U.S. Department of Justice Grant I.D. Number Federal Passed CFDA Through to Number Expenditures Subrecipients 14-FMPPX-TX-0160 10.168 $ 43,378 $ 061-1002 10.559 159,933 203,311 B -13 -MC -48-0036 B -14 -MC -48-0036 B -15 -MC -48-0036 B -16 -MC -48-0036 M -10 -MC -48-0223 M -13 -MC -48-0223 M -14 -MC -48-0223 M -15 -MC -48-0223 M -16 -MC -48-0223 42140002053 41250002299 14.218 53,582 14.218 160,750 14.218 340,286 14.218 22,220 1,620,900 576,838 14.239 87,853 14.239 8,829 14.239 177,962 14.239 143,831 14.239 27,253 445,728 2,829 74,056 76,885 4,000 7,000 11,000 14.231 1,278 1,278 14.231 597,056 465,467 2015 -DJ -BX -0716 598,334 466,745 16.922 1,620,900 554,630 VOTE 16.000 SW-TXE-279H 16.000 2015 -DJ -BX -0716 16.804 TX0610200 16.922 ,i 14,626 11,232 25,858 23,048 8,431 57,337 CITY OF DENTON, TEXAS SCHEDULE OF EXPENDITURES OF FEDERAL AND STATE AWARDS FOR THE YEAR ENDED SEPTEMBER 30, 2016 Federal Grantor/ Pass -Through Grantor/ Program Title U.S. Department of Transportation Passed through Texas Department of Transportation STEP -Comprehensive Grant Traffic Signal Construction Grant Traffic Signal Construction Grant Total Texas Department of Transportation Passed through North Central Texas Council of Governments Traffic Incident Management Equipment Total North Central Texas Council of Governments Subtotal - CFDA #20.205 Total U.S. Department of Transportation National Endowment for the Humanities Passed through Texas State LibrM and Archives Commission (TSLAC) Interlibrary Loan Program (ILL) Total National Endowment for the Humanities U.S. Department of Health and Human Services Passed through Texas Health and Human Services Services Commission Ambulance Services - Uncompensated Care Cost Total U.S. Department of Health and Human Services U.S. Department of Homeland Security Passed through Texas A&M Engineering Extension Office National Urban Search & Rescue Response System Passed through Texas Department of Public Safety Disaster Grants - Public Assistance Emergency Management Performance Grant 2015 State Homeland Security Program 2014 State Homeland Security Program Subtotal - CFDA #97.067 Total Texas Department of Public Safety Total U.S. Department of Homeland Security Total Expenditures of Federal Awards Grant I.D. Number Federal Passed CFDA Through to Number Expenditures Subrecipients 2016-DentonPD-S-IYG-0043 20.600 $ 77,767 $ 0134-09-063 20.205 81,768 0134-09-034 20.205 79,962 97.042 239,497 EMW-2015-SS-00080 TRN2125 20.205 6,840 EMW-2014-SS-00029 97.067 6,840 168,570 114,998 246,337 LS 00-15-0044-15 45.310 30,839 30,839 000083801 93.778 890,502 890,502 47-100769 97.025 229,072 PA -06 -TX -4223 97.036 129,111 16TX-EMPG-0122 97.042 47,328 EMW-2015-SS-00080 97.067 2,352 EMW-2014-SS-00029 97.067 112,646 114,998 291,437 520,509 $ 3,569,735 $ 554,630 it CITY OF DENTON, TEXAS SCHEDULE OF EXPENDITURES OF FEDERAL AND STATE AWARDS FOR THE YEAR ENDED SEPTEMBER 30, 2016 Pass -Through Grantor/ Program Title State Awards Texas Department of Transportation Airport Maintenance Grant Traffic Signal Construction Grant RTR - Mayhill Road From IH35 East to US 380 RTR - Bonnie Brae Road - From IH35 East to US 377 RTR - ITS Communication Trunk Lines Subtotal Utility relocation Easement reimbursement Total Texas Department of Transportation Texas Historical Commission NPS Historic Preservation Fund Grant Total Texas Historic Commission Office of the Texas Attorney General Chapter 59 Asset Forfeitures Total Office of the Texas Attorney General Texas A&M Engineering Extension Office Urban Search and Rescue Response System Total Texas A&M Engineering Extension Office Texas Department of Housing and Community Affairs Amy Young Barrier Removal Program Total Texas Department of Housing and Community Affairs Texas Department of State Health Services Tobacco Prevention Grant Total Texas Department of State Health Services Total Expenditures of State Awards Total Federal and State Financial Assistance Expended Grant I.D. Number Passed Through to Expenditures Subrecipients 42MI618DNTO $ 50,000 $ 0134-09-063 20,442 0918-46-246 880,230 0918-46-245 398,863 0918-46-244 15,119 1,294,212 U-14297 72,440 0196-01-100 277,215 1,714,309 CLG-TX-16-033 3,158 3,158 68,784 68,784 47-100769 104,712 104,712 1002007 42,213 42,213 120 6,900 6,900 $ 1,940,076 $ 8 $ 5,509,811 $ 554,630 CITY OF DENTON, TEXAS NOTES TO SCHEDULE OF EXPENDITURES OF FEDERAL AND STATE AWARDS FOR THE YEAR ENDED SEPTEMBER 30, 2016 1. GENERAL The accompanying schedule of expenditures of federal and state awards presents the activity of all applicable federal and state awards of the City of Denton, Texas. The City's reporting entity is defined in Note I to the City's basic financial statements. Federal and state awards received directly from federal and state agencies as well as federal and state awards passed through other government agencies are included in the respective schedule. 2. BASIS OF ACCOUNTING The accompanying schedule of expenditures of federal and state awards is presented using modified accrual basis of accounting, which is described in Note I to the City's basic financial statements. 3. RELATIONSHIP TO FEDERAL FINANCIAL REPORTS Grant expenditures reports as of September 30, 2016, which have been submitted to grantor agencies will, in some cases, differ slightly from amounts disclosed herein. The reports prepared for grantor agencies are typically prepared at a later date and often reflect refined estimates of year-end accruals. The reports will agree at termination of the grant as the discrepancies noted are timing differences. 4. INDIRECT COSTS The City has not elected to use the 10% de minimis indirect cost rate as allowed in the Uniform Guidance, Section 414. 9 CITY OF DENTON, TEXAS SCHEDULE OF FINDINGS AND QUESTIONED COSTS FOR THE YEAR ENDED SEPTEMBER 30, 2016 Section L• Summary of the Auditors' Results Financial Statements: An unmodified opinion was issued on the financial statements. Internal control over financial reporting: Material weakness(es) identified? No Significant deficiency(ies) identified that are not considered a material weakness? None reported Noncompliance material to financial statements noted? No Federal and State Awards: Internal control over major programs: Material weakness(es) identified? No Significant deficiency(ies) identified that are not considered a material weakness? None reported Type of auditors' report issued on compliance for major federal and state programs Unmodified Any audit findings disclosed that were required to be reported in accordance with 2 CFR 200.516(a) or the Uniform Grant Management Standards? None Identification of major federal and state programs: Federal: 14.231 Emergency Solutions Grant 93.778 Ambulance Services - Uncompensated Care Cost State: RTR Transportation Projects The dollar threshold used to distinguish between type A and type B federal programs. S750,000 The dollar threshold used to distinguish between type A and type B state programs. S300,000 Low risk auditee statement The City was classified as a low-risk auditee in the context of 2 CFR 200 and was not classified as a low-risk auditee in the context of the state of Texas Uniform Grant Management Standards. 10 CITY OF DENTON, TEXAS SCHEDULE OF FINDINGS AND QUESTIONED COSTS (Continued) FOR THE YEAR ENDED SEPTEMBER 30, 2016 Findings Relating to the Financial Statements Which Are Required To Be Reported in Accordance with Generally Accepted Government Auditing Standards None Findings and Questioned Costs for Federal and State Awards None Summary of Prior Year Findings None 11 IV w{I al� r III ", PATTILLO, BROWN & HILL, U..L.P_ CERTIFIED PUBLIC ACCOUNTANTS E BUSINESS CONSULTANTS The Honorable Mayor and Members of the City Council City of Denton, Texas We have audited the financial statements of the City of Denton, Texas (City) as of and for the year ended September 30, 2016, and have issued our report thereon dated March 2, 2017. Professional standards require that we advise you of the following matters relating to our audit. Our Responsibility in Relation to the Financial Statement Audit As communicated in our engagement letter dated August 15, 2016, our responsibility, as described by professional standards, is to form and express opinions about whether the financial statements that have been prepared by management with your oversight are presented fairly, in all material respects, in accordance with accounting principles generally accepted in the United States of America. Our audit of the financial statements does not relieve you or management of your respective responsibilities. Our responsibility, as prescribed by professional standards, is to plan and perform our audit to obtain reasonable, rather than absolute, assurance about whether the financial statements are free of material misstatement. An audit of financial statements includes consideration of internal control over financial reporting as a basis for designing 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 over financial reporting. Accordingly, as part of our audit, we considered the internal control of the City of Denton, Texas solely for the purpose of determining our audit procedures and not to provide any assurance concerning such internal control. We are also responsible for communicating significant matters related to the audit that are, in our professional judgment, relevant to your responsibilities in overseeing the financial reporting process. However, we are not required to design procedures for the purpose of identifying other matters to communicate to you. Planned Scope and Timing of the Audit We conducted our audit consistent with the planned scope and timing we previously communicated to you. Compliance with All Ethics Requirements Regarding Independence The engagement team, others in our firm, and, as appropriate, our firm have complied with all relevant ethical requirements regarding independence. W.4 4 X). '11A 10111e=.,11H ImilY6 1t't, -, Tuxus 6710 251. 12AQOI %, k, f4.pI117['I. a.f'om H10 1:11;481)1: i;El.l.l?1', -r 9,7, 0..3 1, 4. 7-1 7 1 1 41.1,1 Qk ERQ1 h:, 8.t1 As part of the engagement we assisted in preparing the financial statements, related notes to the financial statements, and the schedule of expenditures of federal and state awards of the City of Denton, Texas in conformity with U.S. generally accepted accounting principles based on information provided by you. These nonaudit services do not constitute an audit under Government Auditing Standards and such services were not conducted in accordance with Government Auditing Standards. In order to ensure we maintain our independence for performing these nonaudit services certain safeguards were applied to this engagement. Management assumed responsibility for the financial statements, related notes to the financial statements, and the schedule of expenditures of federal and state awards and any other nonaudit services we provided. Management acknowledged, in the management representation letter, our assistance with the preparation of the financial statements, related notes to the financial statements and the preparation of the schedule of expenditures of federal and state awards and that these items were reviewed and approved prior to their issuance and accepted responsibility for them. Further, the nonaudit services were oversaw by an individual within management that has the suitable skill, knowledge, or experience; evaluated the adequacy and results of the services; and accepted responsibility for them. Qualitative Aspects of the Entity's Significant Accounting Practices Significant Accounting Policies Management has the responsibility to select and use appropriate accounting policies. A summary of the significant accounting policies adopted by the City of Denton, Texas is included in Note 1 to the financial statements. The City implemented GASB Statement No. 72 "Fair Value and Measurement Application ". This Statement addresses accounting and financial reporting issues related to fair value measurements. The definition of fair value is the price that would bre received to sell ana ssets or paid to transfer a liability in an orderly transaction between market participants and the measurement date. This Statement also provides guidance for determining a fair value measurement for financial reporting purposes and for applying fair value to cerain investments and disclosures relate to all fair value measurements. The Statement had no financial impact. See note IV for disclosure requirements. No matters have come to our attention that would require us, under professional standards, to inform you about (1) the methods used to account for significant unusual transactions and (2) the effect of significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus. Significant Accounting Estimates Accounting estimates are an integral part of the financial statements prepared by management and are based on management's current judgments. Those judgments are normally based on knowledge and experience about past and current events and assumptions about future events. Certain accounting estimates are particularly sensitive because of their significance to the financial statements and because of the possibility that future events affecting them may differ markedly from management's current judgments. The most sensitive accounting estimates affecting the financial statements are: Management's estimate of the allowance for uncollectible property taxes receivable is based on a historical collection rate of outstanding property taxes. We evaluated the key factors and assumptions used to develop the allowance in determining that it is reasonable in relation to the financial statements taken as a whole. Management's estimate of the accumulated depreciation is based on the related estimated useful lives of capital assets. We evaluated the key factors and assumptions used to develop these estimates in determining that it is reasonable in relation to the financial statements taken as a whole. 2 Management's estimate of the allowance for uncollectible accounts for ambulance receivables is based on a historical rate of ambulance receivables. We evaluated the key factors and assumptions used to develop the allowance in determining that it is reasonable in relation to the financial statements taken as a whole. Management's estimate of the allowance for uncollectible trade accounts receivable is based on a historical rate of trade accounts receivable. We evaluated the key factors and assumptions used to develop the allowance for uncollectible trade accounts receivable in determining that it is reasonable in relation to the financial statements taken as a whole. Management's estimate of the allowance for uncollectible court fines and fees receivable is based on a historical collection rate of outstanding court fines and fees. We evaluated the key factors and assumptions used to develop the allowance in determining that it is reasonable in relation to the financial statements taken as a whole. Management's estimate of the net pension liabilities and net OPEB obligation are based on actuarial assumptions which are determined by the demographics of the plan and future projections that the actuary makes based on historical information of the plan and the investment market. We evaluated the key factors and assumptions used to develop the net pension liabilities and net OPEB obligation and determined that it is reasonable in relation to the basic financial statements taken as a whole and in relation to the applicable opinion units. Management's estimate for closure and post -closure costs for the municipal land fill were based upon an engineering study performed by R.W. Beck, Inc. We evaluated the key factors and assumptions used to develop the estimate of the closure and post -closure costs in determining that they are reasonable in relation to the financial statements as a whole. Financial Statement Disclosures Certain financial statement disclosures involve significant judgment and are particularly sensitive because of their significance to financial statement users. The most sensitive disclosures affecting the City's financial statements relate to the pension liabilities, net OPEB obligation, and the landfill post -closure costs liability. The disclosures in the financial statements are neutral, consistent, and clear. Significant Difficulties Encountered during the Audit We encountered no significant difficulties in dealing with management relating to the performance of the audit. Uncorrected and Corrected Misstatements For purposes of this communication, professional standards require us to accumulate all known and likely misstatements identified during the audit, other than those that we believe are trivial, and communicate them to the appropriate level of management. Further, professional standards require us to also communicate the effect of uncorrected misstatements related to prior periods on the relevant classes of transactions, account balances or disclosures, and the financial statements as a whole and each applicable opinion unit. Management has corrected all identified misstatements. In addition, professional standards require us to communicate to you all material, corrected misstatements that were brought to the attention of management as a result of our audit procedures. None of the misstatements identified by us as a result of our audit procedures and corrected by management were material, either individually or in the aggregate, to the financial statements taken as a whole or applicable opinion units. Disagreements with Management For purposes of this letter, professional standards define a disagreement with management as a matter, whether or not resolved to our satisfaction, concerning a financial accounting, reporting, or auditing matter, which could be significant to the City's financial statements or the auditor's report. No such disagreements arose during the course of the audit. Representations Requested from Management We have requested certain written representations from management, which are included in the management representation letter dated March 2, 2017. Management's Consultations with Other Accountants In some cases, management may decide to consult with other accountants about auditing and accounting matters. Management informed us that, and to our knowledge, there were no consultations with other accountants regarding auditing and accounting matters. Other Significant Matters, Findings, or Issues In the normal course of our professional association with the City, we generally discuss a variety of matters, including the application of accounting principles and auditing standards, operating and regulatory conditions affecting the entity, and operational plans and strategies that may affect the risks of material misstatement. None of the matters discussed resulted in a condition to our retention as the City's auditors. Significant Forthcoming Accounting Standards Accounting and Financial Reporting for Postemnlovment Benefits Other Than Pensions Governmental Accounting Standards Board Statement No. 75 ("GASB 75"), Accounting and Financial Reporting, for Postemployment Benefits Other Than Pensions, is effective for periods beginning after June 15, 2017. The primary objective of GASB 75 is to improve accounting and financial reporting by state and local governments for postemployment benefits other than pensions (other postemployment benefits or "OPEB"). It also improves information provided by state and local governmental employers about financial support for OPEB that is provided by other entities. This Statement replaces the requirements of Statements No. 45, Accounting and Financial Reporting by Employers for Postemployment Benefits Other Than Pensions, as amended, and No. 57, OPER Measurements by Agent Employers and Agent Multiple -Employer Plans. These new standards relate only to the accounting and reporting of OPEB plans within the GAAP based financial statements of governmental entities. They do not establish requirements as to the actual funding of these benefits. Those decisions are left to management and the governing body. 4 This Statement may have a material impact on recorded OPEB liabilities compared to application of current standards. Your processes should be updated to incorporate the new information requirements and the City should begin to gather information now to determine the future impacts on financial reporting. Tax Abatement Disclosures GASB Statement No. 77 "Tax Abatement Disclosures" — This statement requires governments entering into tax abatement agreements to provide certain disclosures regarding these commitments such as descriptions of the agreements, the amounts abated, and any additional commitments by the governments in addition to abatements. This Statement will become effective for the City in fiscal year 2017. Restriction on Use This report is intended solely for the information and use of the City Council of the City of Denton, Texas and management of the City of Denton, Texas and is not intended to be, and should not be, used by anyone other than these specified parties. O,4R' i �k� � U& Waco, Texas March 2, 2017 5 City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-289, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Community Affairs CMIACM: Todd Hileman Date: March 7, 2017 SUBJECT Receive a report, hold a discussion and give staff direction regarding the use of the Prescott Tract at US 380 and Virginia St., which is currently owned by Denton Municipal Electric. BACKGROUND In October 2015, the City Council authorized Denton Municipal Electric (DME) to purchase approximately 10.94 acres on two tracts of land, known as the Prescott property. DME needed an easement along the west side of the property for a 138kV power line, and the City also needed a public utility easement on the northeast corner of the property. City Council approved the request for DME to purchase the two tracts for $1.7 million. DME has built the 138kV power lines it needs and has no other use or plans for the remaining property. In May 2016, DME was approached by a developer who submitted a proposal to purchase a portion of the Prescott property. This proposal was shared with the City Council in a Closed Session in July 2016. As part of that conversation, the City Council was given some information on alternative uses for that tract of land. Staff was directed to do some further research and return to the Council with a more formal proposal. DME continues to receive inquiries from the developer interested in purchasing some of the Prescott Property. The Prescott property is located at US 380 and Virginia St. The property, as well as the properties around it, are zoned Employment Center Commercial (EC -C). Because the site will drain directly to a major stream, no detention is required on site. There are no gas well pad sites in the vicinity. Any development will have to comply with the Denton Development Code (DDC) with regard to finish floor elevations and parking lot elevations. Driveway access to US 380 is not likely to be approved. The existing turn lane and the close proximity of the Loop 288 ramp and Virginia Circle allows insufficient space to place a driveway under current code. The Fire Department is interested in using approximately 2.5 acres of this property for the location of a new fire station. The Prescott tract has been identified as a primary location for deployment of resources from a future infill fire station. Accessibility from this location to the eastern portions of Denton will be critical in the future as growth continues to expand from the core of the City. The Police Department (PD) is interested in having an office in this new fire station that can be utilized by police officers. The PD has expressed a desire to have dedicated office space in any new or remodeled Fire Stations. Keeping officers in the field is one of the fundamentals of reducing police response times. Officers are currently required to travel back and forth to the main police station for a number of reasons including booking - City of Denton Page 1 of 3 Printed on 3/3/2017 povveied by I_egivt9i IN File #: ID 17-289, Version: 1 in arrestees, completing reports and affidavits, logging in evidence, and uploading and reviewing body cam video. Small offices, equipped with computer connectivity, phones, and body camera docking stations, would allow officers the efficiency of remaining in the field to complete many of these tasks and avoid multiple trips to City Hall East per shift, reducing travel time and time out of service, and maximizing the effectiveness of field deployment. Small offices attached to Fire Stations and other newly constructed or remodeled City facilities could reduce the need for expensive new construction of dedicated police substations for many years. The Parks Department is interested in using this location as a trailhead. Cyclists and pedestrians can use the trails to access public transportation or park at this location to access the trails. As this site develops, the Parks Department would partner with the Fire Department to construct public restrooms. These restrooms would be accessed from outside the building and would not require users to enter the main structure. There are plans for future trails to connect to this site from the north and connect to Cooper Creek to the UNT Discovery Center and North Lakes Park. The trail would also run under Loop 288 and east along 380. The trail would connect with the side path on Mayhill that will run south to the Rail Trail that currently connects to downtown Denton and will eventually extend to Dallas. The 380 trail continues east and connects with the Greenbelt trail that runs north to the Lake Ray Roberts Dam. In July 2016, the Denton County Transportation Authority (DCTA) submitted a Letter of Interest (Exhibit 1) in the property to mitigate immediate parking needs for DCTA and its partners, to implement new transit service along the US 380 corridor, and for future extension of the A -train rail corridor. DCTA would utilize approximately five (5) acres of the property to address their near-term and long-term plans. Near -Term Agency Plans (Park and Ride Location with approximately 350 Parking Spaces) • Shared Parking with Denton Trail Head and Fire Department • Remote Parking and Shuttle Service for Downtown Denton Transit Center (DDTC) • Remote Parking and Shuttle Service for Texas Woman's University • Park and Ride Location for High Intensity Bus Service along US 380 Long -Term Agency Plans (Rail Station and 150 Additional Parking Spaces) • A -train Extension North with Rail Station at 380/288 There is a floodplain on a portion of this property. Staff was asked to complete an engineering study in order to get a better understanding of the amount of land that might be able to be recaptured, the type of work that would be needed, and the possible impact to any Environmentally Sensitive Area (ESA). DME contracted with Teague Nall and Perkins, Inc., to conduct a floodplain study and they determined that there are two options as set out in an email to Glen Gillum (Exhibit 2). The first is to submit a model to the Federal Emergency Management Agency (FEMA) that simply shows the existing floodplain as it should be based on existing topography. This is shown on Exhibit 2 as a yellow line. This option will not require dirt work and will not require a variance. The second option is to do some excavation and fill to reclaim a little more land along the railroad, if that is needed. It would require a Conditional Letter of Map Revision (CLOMR), construction plans, excavation and grading, a variance from Planning and Zoning to allow the floodplain modification, and probably an Alternate ESA to allow the excavation in the floodplain ESA. Any work would avoid any impacts to the riparian ESA. This option would increase the effective frontage along the railroad from 270' to 325', and the total developable area would be approximately seven (7) acres. City of Denton Page 2 of 3 Printed on 3/3/2017 povveied by I_egist9i I;, File #: ID 17-289, Version: 1 Fire stations are classified as a "Community Service" use in the Denton Development Code (DDC), and is permitted in the EC -C District. Several other land uses are permitted in the EC -C District. Most notable land uses are Hotels, Commercial Parking Lots, Light Manufacturing, and Parks and Open Spaces. The site would be subject to the landscape code for parking lots, including landscape areas, street buffers, etc. However, no buffer is required to any adjacent property. Staff was also asked to look at the property west on US 380 and north of the Prescott property, focusing on zoning, allowable uses, and any planned developments in the review process. The property to the north of the Prescott property is zoned Employment Center Industrial (EC -I). The property to the immediate west is zoned EC -C. And, the property further west of Old North Road, is zoned Community Mixed Use General (CM -G) and Neighborhood Residential Mixed Use (NRMU). The allowable uses for these zoning categories are provided in Exhibit 3, 4, and 5. There are some single family homes that are being built just north of this NRMU area. The homes are part of the Old North Park Phase II -A subdivision that was platted in 2016. OPTIONS 1. Direct DME to work with private developers to sell parts of the Prescott property. 2. Direct staff to move forward with other uses proposed for the Prescott property. 3. Direct staff to take come other action. PRIOR ACTION/REVIEW (Council, Boards, Commissions) July 19, 2016 - City Council Closed Session discussion. FISCAL INFORMATION DME purchased the approx. 10.94 acres for $1,700,000 under its CIP Budget. Possible Purchase Price Fire Department 2 acres $311,018 Parks and Recreation0.2 acres $31,102 DCTA 5 acres $777,546 EXHIBITS 1. Denton County Transportation Authority Letter of Interest 2. Teague Nall and Perkins Floodplain Study 3. Coiurnunity Mixed Use Centers Allowable Uses 4. Employment Centers Allowable Uses 5. Neighborhood Residential Allowable Uses Respectfully submitted: John Cabrales Jr. Department of Coin -nunity Affairs City of Denton Page 3 of 3 Printed on 3/3/2017 povveied by I_egist9i I;, EXHIBIT 1 July 8, 2016 Mr. Mark Nelson Transportation Director City of Denton 215 E. McKinney Denton, TX 76201 Re: Letter of Interest in a Land Development Partnership Parcel Located at US Hwy. 380 & Loop 288 Dear Mr. Nelson: On behalf of the Denton County Transportation Authority (DCTA), I wish to reaffirm our interest to investigate the feasibility of acquiring and developing a portion of the newly purchased Denton Municipal Electric (DME) property located at US Highway 380 and Loop 288 for the purpose of a joint development effort with various City of Denton departments. DCTA, Denton Fire Department, Denton Parks & Recreation and DME have discussed the opportunity for a joint development project on this specific piece of property. In discussions, the available parcel could offer adequate land for a potential joint project which could include a fire station, transit park and ride facility, future rail station and trail head. In DCTA's long-range planning efforts, the Agency has an interest in adding High Intensity Bus Service along the 380 corridor, as well as eventually extending the A -train corridor north of the Euline Brock Downtown Denton Transit Center (DDTC). Both transit projects would benefit from a park and ride/rail station within the vicinity of US Highway 380 and Loop 288. DCTA would require approximately five (5) acres of land to build adequate parking and station facilities for the future transit expansion projects, Initially the space could be used as a park and ride facility for the High Intensity Bus service, an additional local bus service transfer point, and remote parking to relieve the parking congestion at the DDTC and around the Downtown Denton area. We look forward to continuing the discussion and exploring the potential of a joint -development project between DCTA and the City of Denton. S 7jn'c"k ely, Kristina breva Vice President, Planning & Development Denton County Transportation Authority P' o ox 9 Lewisvfl%TX75067 ° ph 972.221.46 0 fx972.221.4601 RideDCTA.net EXHIBIT 2 John ........ _......................................................... .....--- To: Gillum, Galen L Subject: RE: Prescott Tract From: Gary Vickery < yirk r a)tn int; com> Sent: Tuesday, November 22, 2016 3:31 PM To: Gillum, Galen L Subject: Prescott Tract Galen My team and I met with the COD drainage team this morning to discuss issues related to the flood study on the Prescott tract. The following is a summary of our discussion and conclusions: • I gave the drainage team an overview of the property and the uses being considered for it. • We showed an exhibit (attached) that shows the existing effective FEMA floodplain, along with the actual floodplain based on our topography and our modeling. This is depicted on the exhibit as a yellow line. The dark blue line beside the yellow line is the 500 -year water surface elevation. There is also a light blue line on the exhibit, between the floodplain line and the creek that is the Environmentally Sensitive Area (ESA) limit. • We believe that either by means of a Letter of Map Amendment (LOMA) or a Letter of Map Revisions based on fill (LOMR-F), the floodplain line can be officially moved to the yellow line without any construction or dirt work at all. This is a little complicated by the fact that the finger of floodplain that extends far into the site actually used to be there, and appears to have been filled in 2005, based on aerial photography. I believe that FEMA requires that fill used to elevate a property above the floodplain must be compacted and tested. I have talked to my geotechnical consultant, and we may be able to go out there and do some digging and testing to determine how consolidated the material is. We were told by Clark Rosendahl in the meeting that a number of years ago Kroger looked at that site, and backed away at least in part due to the nature of that fill material (broken concrete and poor fill).There is evidence of broken concrete and fill near the creek, which is what prompted me to search the aerial records. • We also looked at what would happen if we wanted to reclaim more land near the railroad (in other words, move the floodplain line even closer to the creek, in the event that the DCTA facility needed to maximize exposure to the rail line. The grey line on the map shows approximately what cut would be needed to allow that fill. There are a number of things that the excavation would trigger though. A Conditional Letter of Map Revision (CLOMR) and LOMR approved by FEMA would be required, which involves additional modeling and documentation effort on our part, and significant FEMA review fees. In addition, a variance would be required from P&Z, and an Alternate ESA Plan (similar to an SUP) to be approved by City Council. The approximate line shown to depict the limits of cut and fill was developed by adhering to the city of Denton prohibition against any reduction in valley storage and without raising the water surface elevations. This line also ensures that we do not impact the riparian ESA. • We had some concerns about how to meet the City requirement that the fully developed conditions hydrology be developed and used in the analysis, as this can be a very extensive analysis on a large watershed like this. However, Chad indicated that a consultant for the City has already done a fully developed conditions hydrology model for this stream, and we can use it for our analysis. Based on our discussion today, the floodplain based on fully developed conditions will likely fall between the yellow and blue lines on the exhibit. • We have a Pre -Development meeting set with Planning for Dec. 7. However, unless we have some information about the proposed development, that meeting may not be of much value now. We need to determine whether or not the excavation and fill produces enough benefit to warrant the cost. That could well depend on the proposed use and the layout of the site with the fire station and the DCTA park and Ride. EXHIBIT 2 Please feel free to share this information and the attached exhibit with others as you see fit. It may be best if we got together to talk about the exhibit and explain the above a little more fully. I will be happy to do that if you like. rf3fj Gary L. Vickery, P.E., CFM Principal gZkkmygOnabns� tnp 1 1517 Centre Place Drive I Suite 320 Denton, Texas 76205 940.383.4177 main 1 940.205.4402 direct 940.368.0757 mobile EXHIBIT 2a EXHIBIT 3 35.5.4. - Community Mixed Use Centers. 35.5.4.2. Permitted Uses. The following uses are permitted within Community Mixed Use Centers: Residential Land Use Categories CM -G CM -E Accessory Dwelling Units N N Agriculture P P Attached Single-family Dwellings N N Community Homes For the Disabled P P Dormitory N N Duplexes N N Dwellings Above Businesses P N Fraternity or Sorority House N N Group Homes N N Livestock L(7) L(7) Live/Work Units P N Page 1 EXHIBIT 3 Commercial Land Use Categories CM -G CM -E Administrative or Research Facilities P P Auto and RV Sales P P Bar P L(14) Bed and Breakfast P N Broadcasting of Production Studio P P Commercial Parking Lots P P Drive-through Facility P P Equestrian Facilities N N Home Occupation N N Hotels P P Indoor Recreation P P Laundry Facilities P P Major Event Entertainment SUP N Page 2 EXHIBIT 3 Motels P P Movie Theaters SUP N Outdoor Recreation P N Private Club P L(14) Professional Services and Offices P P Quick Vehicle Servicing P P Restaurant P L(14) Retail Sales and Service P L(14) Sale of Products Grown on Site N N Sexually Oriented Business N N Temporary Uses L(38) L(38) Vehicle Repair P P P=Permitted, N=Not permitted, SUP=Specific Use Permit Required, L(X)=Limited as defined in Section 35.5.8 Page 3 EXHIBIT 3 Distribution Center/Warehouse, General N N Feed Lots N N Food Processing N N Gas Wells L(27) L(27) Heavy Manufacturing N N Junk Yards and Auto Wrecking N N Kennels N N Light Manufacturing N N Manufacture of Non -odoriferous Foods N L(25) Printing/Publishing P L(25) Sanitary Landfills, Commercial Incinerators, Transfer Stations N N Self-service Storage N N Veterinary Clinics P P Wholesale Nurseries N N Warehouse, Retail N N Wholesale Sales N N Wrecker Services and Impound Lots N N P=Permitted, N=Not permitted, SUP=Specific Use Permit Required, L(X)=Limited as defined in Section 35.5.8 Page 4 EXHIBIT 3 Institutional Land Use Categories CM -G CM -E Adult or Child Day Care P N Basic Utilities SUP SUP Business/Trade School P P Cemeteries N N Churches P P Colleges P P Community Service P P Conference/Convention Centers P P Elderly Housing N N Electric Substations and Switch Stations L(43) L(43) High School P P Hospital N N Kindergarten, Elementary School P P Medical Centers P P Middle School P P Mortuaries P P Parks and Open Space P P Semi-public, Halls, Clubs, and Lodges P P WECS (Building -mounted) SUP SUP Page 5 EXHIBIT 3 WECS (Free-standing Monopole Support Structure) SUP SUP P = Permitted, N = not permitted, SUP = Specific Use Permit Required, L(X) = Limited as defined in Section 35.5.8 35.5.4.3. General Regulations. General regulations of the Community Mixed Use Centers are in the table below: General Regulations CM -G CM -E Minimum lot area (square feet) 2,500 2,500 50 Minimum lot width 50 feet feet 50 Minimum lot depth 50 feet feet ,. Minimum front yard setback None 10 feet Minimum side yard None None Minimum side yard adjacent to a street None 10 feet Minimum yard abutting a residential use 20 20 feet, plus 1 foot for each foot of building height or district feet above 30 feet Maximum FAR 1.5 0.75 Minimum residential unit size 500 SF None Maximum lot coverage 80% 85% Minimum landscaped area 20% 15% 65 Maximum building height 65 feet feet ,. Page 6 EXHIBIT 3 75 Maximum WECS height feet 75 feet 35.5.8. - Limitations. The following define the limitations to zoning uses when the zoning matrix identifies a use as permitted, but limited: L(1) = Accessory dwelling units are permitted, subject to the following additional criteria: The proposal must conform with the overall maximum lot coverage and setback requirements of the underlying zone. 2. The maximum number of accessory dwelling units shall not exceed one (1) per lot. The maximum gross habitable floor area (GHFA) of the accessory residential structure shall not exceed fifty (50) percent of the GHFA of the primary residence on the lot, and shall not exceed one thousand (1,000) sq. ft. GHFA unless the lot meets the requirements of L(1).5. 4. One (1) additional parking space shall be provided that conforms to the off-street parking provisions of this Chapter. The maximum gross habitable floor area (GHFA) of the accessory residential structure shall not exceed fifty (50) percent of the GHFA of the primary residence on the lot, where the lot size is equal to or greater than ten (10) acres in size. An SUP is not required for such an accessory residential structure where the lot size is equal to or greater than ten (10) acres. L(2) = For infill lots, the front setback shall be an average of the adjacent lots. L(3) = In part of a subdivision of two (2) acres or more, up to two (2) units may be attached by a common wall if the lots which contain the attached structures do not abut the perimeter lot lines of a subdivision, the individual common wall units are on separate lots designed to be sold individually, and they comply with the Subchapter 13. Additionally, units must have the appearance of a single-family residence from the street. L(4) = Multi -family is permitted only: With a Specific Use Permit; or 2. As part of a Mixed -Use Development; or 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 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 (1) bedroom equating to one- half (.5) unit. L(6) = Permitted only on second (2nd) story and above, when an office, retail, or other permitted commercial use is on the ground floor along any avenue, collector, or arterial street, otherwise office or retail uses are not required. Page 7 EXHIBIT 3 L(7) = Limited to two (2) animals on parcels one (1) to three (3) acres in size. Additional animals may be added at a rate of one (1) per each acre over three (3). 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 (1) off-street parking space, and the owners shall have two (2) parking spaces. All spaces shall be in conformance with the requirements of the Off - Street Parking section of this Chapter. 3. That only one (1) ground or wall sign, constructed of a non -plastic material, non -interior illuminated of four (4) sq. ft. 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. 4. That the number of accommodation units allowed shall be proportional to the permitted density of the zone. Each traveler's accommodation unit shall be counted as 0.6 units for the purpose of calculating the permitted number of traveler's accommodations. 5. All traveler's accommodations shall be within two hundred (200) feet of a collector or arterial. Street designations shall be as determined by the City Comprehensive Plan. Distances shall be measured via public street or alley access to the site from the arterial. 6. Excluding the business -owner's unit and the area of the structure it will occupy, there must be at least four hundred (400) sq. ft. of gross interior floor space remaining per unit. 7. Traveler's accommodations are limited to no more than eight (8) guest units. L(9) = All restrictions of L(8), but limited to no more than fifteen (15) guest units. L(10) = All restrictions of L(8), but limited to no more than five (5) guest units. 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(12) = On -premise consumption or retail sales and shall limit the use to no more than ten thousand (10,000) square feet of gross floor area for production, bottling, packaging, storing, and other manufacturing related activities, and additional square footage shall require a Specific Use Permit. L(13) = Uses are limited to no more than fifty-five thousand (55,000) square feet of gross floor area per lot. L(14) = Uses are limited to no more than ten thousand (10,000) square feet of gross floor 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(16) = Uses are limited to no more than one thousand five hundred (1,500) square feet of gross floor area per lot. L(17) = Uses that exceed twenty-five thousand (25,000) square feet of gross floor area per use require approval of a SUP. L(18) = Uses are permitted only in association with Gas Stations and are limited to no more than five thousand (5,000) square feet of gross floor area except adjacent to 1-35 then uses are limited to ten thousand (10,000) square feet of gross floor area. L(19) = Allowed as an accessory use to the primary business(es) within the same structure. The accessory use is limited to those employees or owners of the business or businesses within the same structure. Page 8 EXHIBIT 3 L(20) = Permitted, but outdoor storage of autos prohibited. L(21) = Bakery and bottling areas not to exceed two thousand five hundred (2,500) square feet. Sales on premises of products produced required in this zone. L(22) = Uses are permitted only in association with Gas Stations and are limited to no more than twenty- five (25) seats except adjacent to 1-35 then the number of seats is limited to fifty (50). L(23) = Light manufacturing of products sold on site permitted, area of manufacture not to exceed five thousand (5,000) square feet. L(24) = Light manufacturing of products sold on site permitted, area of manufacture not to exceed one thousand five hundred (1,500) square feet. L(25) = If proposed use is within two hundred (200) feet of a residential zone, approval is subject to a Specific Use Permit. L(26) = Uses are limited to no more than two thousand five hundred (2,500) square feet of gross floor area per lot. L(27) = Must comply with the provisions of Subchapter 89, Gas Well Drilling and Production. L(28) = Use allowed as part of consolidated parking plan. 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(30) = Permitted as part of a mixed use building and only in conjunction with office, retail, or other permitted commercial, or institutional uses, equal to at least fifteen (15) percent of the floor space of the residential use along any avenue, collector, or arterial street, otherwise these uses are not required. L(31) = Permitted as part of a mixed use building and only in conjunction with office, retail, or other permitted commercial, or institutional uses, equal to at least twenty-five (25) percent of the floor space of the residential use along any avenue, collector, or arterial street, otherwise these uses are not required. L(32) = Not allowed to locate adjacent to an arterial and within one thousand (1,000) feet as measured from the nearest property line of a sexually oriented business to the nearest property line of any other sexually oriented business, adult or child daycare, any elderly housing facility, hospital, any residential use, public open space. L(33) = Additional height may be allowed with an SUP and a viewshed study, which illustrates that any views of the Historic Courthouse are not blocked by the new structure(s) additional height. 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 Page 9 EXHIBIT 3 street. The buffering standards for outdoor storage shall apply, both to any outdoor storage activity and to the loading docks. L(35) = L(36) = Permitted when combined with retail sales. L(37) = Five (5) -acre minimum land area required and no more than twenty-five (25) kennels per acre allowed, including indoor and outdoor runs. A natural buffer strip is required adjacent to any residential use. L(38) = Must meet the requirements of Section 35.12.9. L(39) = L(40) =Limited to a maximum twelve (12) units per acre. L(41) = Lots where the proposed WECS will be located shall have a minimum lot area of two (2) acres. A maximum of one (1) WECS is permitted by right. Multiple WECS are permitted only with approval of a SUP. L(42) = Building -mounted WECS may not extend higher than ten (10) feet above where the WECS is mounted on the building. The height shall be measured from the base of the WECS where it is mounted on the building to the highest point of the arc of the blades' elevation. If the WECS does not use blades, then height is measured from the base of the WECS where it is mounted on the building to the highest point of the WECS. L(43) = Electric Substations and Switch Stations are permitted subject to the following criteria: 1. An applicant shall be required to submit an application for a Specific Use Permit pursuant to Subsection 35.6 in accordance with procedures set forth in Subsection 35.3.4 unless it is able to meet the following requirements: A. Use of the property is associated with a City Council approved Capital Improvements Plan (CIP) or other City Council approved Master Plan; and B. A public hearing was held at the City Council for the selection of the site to include: Written notice of the public hearing was provided to property owners within two hundred (200) feet and physical addresses within five hundred (500) feet of the subject property at least twelve (12) days prior to public hearing; and A sign advertising the public hearing was posted on or adjacent to the property at least twelve (12) days prior to the public hearing. C. A neighborhood meeting was held at least fifteen (15) days prior to the public hearing at City Council for the acquisition of the site. 2. All Electric Substations or Switch Stations shall comply with the following development requirements: The proposed electric substation or switch station shall substantially comply with all of the development and regulatory standards established in Subchapter 24; and 2. A site plan demonstrating substantial conformance with all the applicable design standards identified in Subchapter 24 shall be submitted. Page 10 EXHIBIT 4 35.5.6. - Employment Centers. 35.5.6.2. Permitted Uses. The following uses and their accessory uses are permitted within the Employment Centers: Residential Land Use Categories EC -C EC -1 Accessory Dwelling Units N N Agriculture P P Attached Single-family Dwellings N N Community Homes For the Disabled N N Dormitory N N Duplexes N N Dwellings Above Businesses N N Fraternity or Sorority House N N Group Homes N N Livestock L(7) L(7) Live/Work Units N N Manufactured Housing Developments N N Page 1 EXHIBIT 4 Commercial Land Use Categories EC -C EC -I Administrative or Research Facilities P P Auto and RV Sales P P Bar P P Bed and Breakfast N N Broadcasting of Production Studio P P Commercial Parking Lots P P Drive-through Facility P P Equestrian Facilities N N Home Occupation N N Hotels P P Indoor Recreation P P Laundry Facilities P P Major Event Entertainment P P Motels P N Page 2 EXHIBIT 4 Movie Theaters N N Outdoor Recreation P N Private Club P P Professional Services and Offices P P Quick Vehicle Servicing P P Restaurant P P Retail Sales and Service P L(18) Sale of Products Grown on Site N N Sexually Oriented Business N N Temporary Uses L(38) L(38) Vehicle Repair P P P=Permitted, N=Not permitted, SUP=Specific Use Permit Required, L(X)=Limited as defined in Section 35.5.8 Industrial Land Use Categories EC -C EC -I Bakeries P P Compressor Stations N N Construction Materials Sales N P Craft Alcohol Production P P Distribution Center/Warehouse, General N L(34) Page 3 EXHIBIT 4 Feed Lots N N Food Processing N N Gas Wells L(27) L(27) Heavy Manufacturing N N Junk Yards and Auto Wrecking N N Kennels P P Light Manufacturing P P Manufacture of Non -odoriferous Foods P P Printing/Publishing P P Sanitary Landfills, Commercial Incinerators, Transfer Stations N N Self-service Storage P P Veterinary Clinics P P Warehouse, Retail L(34) L(34) Wholesale Nurseries N L(32) Wholesale Sales P P Wrecker Services and Impound Lots SUP L(29) SUP L(29) P=Permitted, N=Not permitted, SUP= Specific Use Permit Required, L(X) = Limited as defined in Section 35.5.8 Institutional Land Use Categories EC -C EC -I Page 4 EXHIBIT 4 Adult or Child Day Care P P Basic Utilities P P Business/Trade School P P Cemeteries N N Churches P P Colleges P P Community Service P P Conference/Convention Centers P SUP Elderly Housing P N Electric Substations and Switch Stations P P High School N N Hospital P N Kindergarten, Elementary School N N Medical Centers P N Middle School N N Mortuaries P P Parks and Open Space P P Semi-public, Halls, Clubs, and Lodges P P WECS (Building -mounted) SUP SUP WECS (Free-standing Monopole Support Structure) SUP SUP Page 5 EXHIBIT 4 P=Permitted, N=Not permitted, SUP=Specific Use Permit Required, L(X)=Limited as defined in Section 35.5.8 35.5.6.3. General Regulations. General regulations of the Employment Center are as follows: General Regulations EC -C EC -1 Minimum lot area (square 2,900 2,500 feet) Minimum lot width 20 feet 50 feet Minimum lot depth 50 feet 50 feet Minimum front yard setback None 10 feet Minimum side yard None None Minimum side yard adjacent None 10 feet to a street Minimum yard abutting a 30 feet, plus 1 foot for each foot 30 feet, plus 1 foot for each foot single-family use or district of building height above 30 feet of building height above 30 feet Maximum FAR 1.50 0.75 Maximum lot coverage 80% 85% Minimum landscaped area 20% 15% Maximum building height 100 feet 65 feet Maximum WECS height 110 feet 75 feet 35.5.8. - Limitations. Page 6 EXHIBIT 4 The following define the limitations to zoning uses when the zoning matrix identifies a use as permitted, but limited: L(1) = Accessory dwelling units are permitted, subject to the following additional criteria: 1. The proposal must conform with the overall maximum lot coverage and setback requirements of the underlying zone. 2. The maximum number of accessory dwelling units shall not exceed one (1) per lot. 3. The maximum gross habitable floor area (GHFA) of the accessory residential structure shall not exceed fifty (50) percent of the GHFA of the primary residence on the lot, and shall not exceed one thousand (1,000) sq. ft. GHFA unless the lot meets the requirements of L(1).5. 4. One (1) additional parking space shall be provided that conforms to the off-street parking provisions of this Chapter. 5. The maximum gross habitable floor area (GHFA) of the accessory residential structure shall not exceed fifty (50) percent of the GHFA of the primary residence on the lot, where the lot size is equal to or greater than ten (10) acres in size. An SUP is not required for such an accessory residential structure where the lot size is equal to or greater than ten (10) acres. L(2) = For infill lots, the front setback shall be an average of the adjacent lots. L(3) = In part of a subdivision of two (2) acres or more, up to two (2) units may be attached by a common wall if the lots which contain the attached structures do not abut the perimeter lot lines of a subdivision, the individual common wall units are on separate lots designed to be sold individually, and they comply with the Subchapter 13. Additionally, units must have the appearance of a single-family residence from the street. 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(5) = Within this district the density of apartments will be calculated as one (1) bedroom equating to one- half (.5) unit. L(6) = Permitted only on second (2nd) story and above, when an office, retail, or other permitted commercial use is on the ground floor along any avenue, collector, or arterial street, otherwise office or retail uses are not required. L(7) = Limited to two (2) animals on parcels one (1) to three (3) acres in size. Additional animals may be added at a rate of one (1) per each acre over three (3). 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 (1) off-street parking space, and the owners shall have two (2) parking spaces. All spaces shall be in conformance with the requirements of the Off - Street Parking section of this Chapter. Page 7 EXHIBIT 4 3. That only one (1) ground or wall sign, constructed of a non -plastic material, non -interior illuminated of four (4) sq. ft. 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. 4. That the number of accommodation units allowed shall be proportional to the permitted density of the zone. Each traveler's accommodation unit shall be counted as 0.6 units for the purpose of calculating the permitted number of traveler's accommodations. 5. All traveler's accommodations shall be within two hundred (200) feet of a collector or arterial. Street designations shall be as determined by the City Comprehensive Plan. Distances shall be measured via public street or alley access to the site from the arterial. 6. Excluding the business -owner's unit and the area of the structure it will occupy, there must be at least four hundred (400) sq. ft. of gross interior floor space remaining per unit. 7. Traveler's accommodations are limited to no more than eight (8) guest units. L(9) = All restrictions of L(8), but limited to no more than fifteen (15) guest units. L(10) = All restrictions of L(8), but limited to no more than five (5) guest units. 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(12) = On -premise consumption or retail sales and shall limit the use to no more than ten thousand (10,000) square feet of gross floor area for production, bottling, packaging, storing, and other manufacturing related activities, and additional square footage shall require a Specific Use Permit. L(13) = Uses are limited to no more than fifty-five thousand (55,000) square feet of gross floor area per lot. L(14) = Uses are limited to no more than ten thousand (10,000) square feet of gross floor 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(16) = Uses are limited to no more than one thousand five hundred (1,500) square feet of gross floor area per lot. L(17) = Uses that exceed twenty-five thousand (25,000) square feet of gross floor area per use require approval of a SUP. L(18) = Uses are permitted only in association with Gas Stations and are limited to no more than five thousand (5,000) square feet of gross floor area except adjacent to 1-35 then uses are limited to ten thousand (10,000) square feet of gross floor area. L(19) = Allowed as an accessory use to the primary business(es) within the same structure. The accessory use is limited to those employees or owners of the business or businesses within the same structure. L(20) = Permitted, but outdoor storage of autos prohibited. L(21) = Bakery and bottling areas not to exceed two thousand five hundred (2,500) square feet. Sales on premises of products produced required in this zone. L(22) = Uses are permitted only in association with Gas Stations and are limited to no more than twenty- five (25) seats except adjacent to 1-35 then the number of seats is limited to fifty (50). L(23) = Light manufacturing of products sold on site permitted, area of manufacture not to exceed five thousand (5,000) square feet. Page 8 EXHIBIT 4 L(24) = Light manufacturing of products sold on site permitted, area of manufacture not to exceed one thousand five hundred (1,500) square feet. L(25) = If proposed use is within two hundred (200) feet of a residential zone, approval is subject to a Specific Use Permit. L(26) = Uses are limited to no more than two thousand five hundred (2,500) square feet of gross floor area per lot. L(27) = Must comply with the provisions of Subchapter 89, Gas Well Drilling and Production. L(28) = Use allowed as part of consolidated parking plan. 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(30) = Permitted as part of a mixed use building and only in conjunction with office, retail, or other permitted commercial, or institutional uses, equal to at least fifteen (15) percent of the floor space of the residential use along any avenue, collector, or arterial street, otherwise these uses are not required. L(31) = Permitted as part of a mixed use building and only in conjunction with office, retail, or other permitted commercial, or institutional uses, equal to at least twenty-five (25) percent of the floor space of the residential use along any avenue, collector, or arterial street, otherwise these uses are not required. L(32) = Not allowed to locate adjacent to an arterial and within one thousand (1,000) feet as measured from the nearest property line of a sexually oriented business to the nearest property line of any other sexually oriented business, adult or child daycare, any elderly housing facility, hospital, any residential use, public open space. L(33) = Additional height may be allowed with an SUP and a viewshed study, which illustrates that any views of the Historic Courthouse are not blocked by the new structure(s) additional height. 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(35) = L(36) = Permitted when combined with retail sales. L(37) = Five (5) -acre minimum land area required and no more than twenty-five (25) kennels per acre allowed, including indoor and outdoor runs. A natural buffer strip is required adjacent to any residential use. L(38) = Must meet the requirements of Section 35.12.9 Page 9 EXHIBIT 4 L(39) = L(40) =Limited to a maximum twelve (12) units per acre. L(41) = Lots where the proposed WECS will be located shall have a minimum lot area of two (2) acres. A maximum of one (1) WECS is permitted by right. Multiple WECS are permitted only with approval of a SUP. L(42) = Building -mounted WECS may not extend higher than ten (10) feet above where the WECS is mounted on the building. The height shall be measured from the base of the WECS where it is mounted on the building to the highest point of the arc of the blades' elevation. If the WECS does not use blades, then height is measured from the base of the WECS where it is mounted on the building to the highest point of the WECS. L(43) = Electric Substations and Switch Stations are permitted subject to the following criteria: An applicant shall be required to submit an application for a Specific Use Permit pursuant to Subsection 35.6 in accordance with procedures set forth in Subsection 35.3.4 unless it is able to meet the following requirements: A. Use of the property is associated with a City Council approved Capital Improvements Plan (CIP) or other City Council approved Master Plan; and B. A public hearing was held at the City Council for the selection of the site to include: Written notice of the public hearing was provided to property owners within two hundred (200) feet and physical addresses within five hundred (500) feet of the subject property at least twelve (12) days prior to public hearing; and A sign advertising the public hearing was posted on or adjacent to the property at least twelve (12) days prior to the public hearing. C. A neighborhood meeting was held at least fifteen (15) days prior to the public hearing at City Council for the acquisition of the site. 2. All Electric Substations or Switch Stations shall comply with the following development requirements: The proposed electric substation or switch station shall substantially comply with all of the development and regulatory standards established in Subchapter 24; and 2. A site plan demonstrating substantial conformance with all the applicable design standards identified in Subchapter 24 shall be submitted. Page 10 EXHIBIT 5 35.5.2. - Neighborhood/Residential. 35.5.2.2. Permitted Uses. The following uses and their accessory uses are permitted within the Neighborhood Residential districts: Residential Land Use NR -1 NR -2 NR -3 NR -4 NR -6 NRMU-12 NRMU Categories SUP SUP SUP SUP SUP Accessory Dwelling Units L(1) N L(1) L(1) L(1) L(1) ';, L(1) Agriculture P P P P P P P Attached Single-family Dwellings N N SUP SUP P P L(40) Community Homes For the Disabled P P P P P P P Dormitory N N N N N SUP SUP Page 1 EXHIBIT 5 Duplexes N N N L(3) P P N Dwellings Above Businesses N N N N N P P Fraternity or Sorority House N N N N N SUP SUP Group Homes N N N N N SUP SUP Livestock L(7) L(7) L(7) L(7) L(7) L(7) L(7) Live/Work Units N N N N L(16) P P Manufactured Housing Developments N SUP N N SUP N N Multi -Family Dwellings N N N N N L(4) SUP L(4) Single-family Dwellings P P P P P P N P=Permitted, N=Not permitted, SUP=Specific Use Permit Required, L(X)=Limited as defined in Section 35.5.8 Commercial Land Use Categories NR -1 NR -2 NR -3 NR -4 NR -6 NRMU-12 NRMU Administrative or Research Facilities N N N N N N L(14) Auto and RV Sales N N N N N N N Bar N N N N N N L(11) Bed and Breakfast N N N N N L(10) P Broadcasting of Production Studio N N N N N N L(14) Commercial Parking Lots N N N N N N N Drive-through Facility N N N N N N SUP Page 2 EXHIBIT 5 Equestrian Facilities SUP SUP N N N N N Home Occupation P P P P P P P Hotels N N N N N N P Indoor Recreation N N N N N N N Laundry Facilities N N N N N P P Major Event Entertainment N N N N N N N Motels N N N N N N N Movie Theaters N N N N N N N Outdoor Recreation P P P P P SUP SUP Private Club N N N N N N L(11) Professional Services and Offices N N N N N L(14) L(17) Quick Vehicle Servicing N N N N N N SUP Restaurant N N N N N N L(11) Retail Sales and Service N N N N N L(15) L(17) Sale of Products Grown on Site N N N N N N N Sexually Oriented Business N N N N N N N Temporary Uses L(38) L(38) L(38) L(38) L(38) L(38) L(38) Vehicle Repair N N N N N N N P=Permitted, N=Not permitted, SUP=Specific Use Permit Required, L(X)=Limited as defined in Section 35.5.8 Page 3 EXHIBIT 5 Page 4 NRIVIU- Industrial Land Use Categories NR -1 NR -2 NR -3 NR -4 NR -6 NRIVIU 12 Bakeries N N N N N N L(21) Compressor Stations N N N N N N N Construction Materials Sales N N N N N N N Craft Alcohol Production N N N N N N SUP Distribution Center/Warehouse, General N N N N N N N Feed Lots N N N N N N N Food Processing N N N N N N N Gas Wells L(27) L(27) L(27) L(27) L(27) L(27) L(27) Heavy Manufacturing N N N N N N N Junk Yards and Auto Wrecking N N N N N N N Kennels L(37) L(37) N N N N N Light Manufacturing N N N N N N N Manufacture of Non -odoriferous Foods N N N N N N N Printing/Publishing N N N N N N N Sanitary Landfills, Commercial Incinerators, Transfer N N N N N N N Stations Self-service Storage N N N N N N N Veterinary Clinics L(14) L(14) N N N N P Warehouse, Retail N N N N N N N Page 4 EXHIBIT 5 Institutional Land Use Categories NR -1 NR -2 NR -3 NR -4 NR -6 NRMU-12 NRMU Adult or Child Day Care SUP SUP SUP SUP SUP P P Basic Utilities L(25) L(25) L(25) L(25) L(25) L(25) L(25) Business/Trade School N N N N N N L(14) Cemeteries N N N N N N N Churches P P P P P P P Colleges N N N N N N N Community Service N N N N N P P Conference/Convention Center N N N N N N N Elderly Housing N N N N SUP L(13) P Electric Substations and Switch Stations L(43) L(43) L(43) L(43) L(43) L(43) L(43) High School N N N N N N SUP Hospital N N N N N N N Kindergarten, Elementary School SUP SUP SUP SUP SUP P P Page 5 EXHIBIT 5 Medical Centers N N N N N N P Middle School N N N N N P P Mortuaries N N N N N N N Parks and Open Space P P P P P P P Semi-public, Halls, Clubs, and Lodges SUP SUP SUP SUP SUP L(15) P WECS (Building -mounted) L(42) SUP SUP SUP SUP SUP SUP WECS (Free-standing Monopole Support ,60 feet 30 feet L(41) SUP SUP SUP SUP SUP SUP Structure) 80 80 50 Minimum lot depth P=Permitted, N=Not permitted, SUP=Specific Use Permit Required, L(X)=Limited as defined in Section 35.5.8 feet feet feet feet 35.5.2.3. General Regulations. General regulations of the Residential Neighborhood land use zone are contained in the table below: The following limits apply to subdivision of two (2) acres or less: NRMU- General Regulations NR -1 NR -2 NR -3 NR -4 NR -6 NRMU 12 Minimum lot area (square feet) 32,000 16,000 10,000 7,000 6,000 3,500 2,500 50 50 20 Minimum lot width 80 feet 80 feet ,60 feet 30 feet feet feet feet 100 100 80 80 50 Minimum lot depth 80 feet 80 feet feet feet feet feet feet 20 15 feet 10 Minimum front yard setback 20 feet 20 feet feet 10 feet None L(2) feet L(2) Page 6 EXHIBIT 5 Minimum side yard 6 feet 6 feet 6 feet 6 feet 6 feet 6 feet 6 feet Minimum side yard adjacent to a 10 10 10 feet 10 feet 10 feet 10 feet None street feet feet 10 10 Minimum rear yard 10 feet 10 feet 10 feet 10 feet None feet feet The following limits apply to subdivision of more than two (2) acres in lieu of minimum lot size and dimension requirements: NRMU- General Regulations NR -1 NR -2 NR -3 NR -4 NR -6 NRMU 12 Maximum density, dwelling units per acre 1 2 3.5 4 6 12 30 Minimum side yard for non-attached 20 10 6 5 4 12 10 feet buildings feet feet feet feet feet feet The following limits apply to all buildings: General NR -1 NR -2 NR -3 NR -4 NR -6 NRMU-12 NRMU Regulations Maximum lot 30% 30% 50% 60% 60% 60% 80% coverage Minimum landscaped 70% 70% 50% 40% 40% 40% 20% area Maximum building 40 feet 40 feet 40 feet 40 feet 40 feet 40 feet 65 feet height Page 7 EXHIBIT 5 Maximum 55 feet 55 feet 55 feet 55 feet 55 feet 55 feet 75 feet WECS height 10 feet 10 feet 10 feet 10 feet 10 feet 15 feet 20 feet plus 1 foot plus 1 foot plus 1 foot plus 1 foot plus 1 foot plus 1 foot plus 1 foot Minimum for each for each for each for each for each for each for each yard when foot of foot of foot of foot of foot of foot of foot of abutting a building building building building building building building single-family height height height height height height height use or district above 20 above 20 above 20 above 20 above 20 above 20 above 20 feet feet feet feet feet feet feet 35.5.2.4. Mixed Use Residential Protection Overlay. Where necessary to address the concerns of owners of existing adjacent residential uses that a proposed non-residential or multi -family mixed use allowed by this Subchapter is incompatible, the applicant may consent to the imposition of increased setback, landscaping, screening or buffer requirements along the borders of such existing residential uses, or to the imposition of additional use or performance-based restrictions upon the proposed use. Such additional modifications or restrictions shall, upon approval, amend the underlying zoning classification and use designation to add these supplemental requirements. The Mixed Use Residential Protection Overlay may be established through the Zoning Amendment Procedure, either as a separate zoning case, or in conjunction with an amendment of the underlying mixed use zoning classification. 35.5.8. - Limitations. The following define the limitations to zoning uses when the zoning matrix identifies a use as permitted, but limited: L(1) = Accessory dwelling units are permitted, subject to the following additional criteria: The proposal must conform with the overall maximum lot coverage and setback requirements of the underlying zone. 2. The maximum number of accessory dwelling units shall not exceed one (1) per lot. The maximum gross habitable floor area (GHFA) of the accessory residential structure shall not exceed fifty (50) percent of the GHFA of the primary residence on the lot, and shall not exceed one thousand (1,000) sq. ft. GHFA unless the lot meets the requirements of L(1).5. 4. One (1) additional parking space shall be provided that conforms to the off-street parking provisions of this Chapter. The maximum gross habitable floor area (GHFA) of the accessory residential structure shall not exceed fifty (50) percent of the GHFA of the primary residence on the lot, where the lot size is equal to or greater than ten (10) acres in size. An SUP is not required for such an accessory residential structure where the lot size is equal to or greater than ten (10) acres. L(2) = For infill lots, the front setback shall be an average of the adjacent lots. Page 8 EXHIBIT 5 L(3) = In part of a subdivision of two (2) acres or more, up to two (2) units may be attached by a common wall if the lots which contain the attached structures do not abut the perimeter lot lines of a subdivision, the individual common wall units are on separate lots designed to be sold individually, and they comply with the Subchapter 13. Additionally, units must have the appearance of a single-family residence from the street. 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(5) = Within this district the density of apartments will be calculated as one (1) bedroom equating to one- half (.5) unit. L(6) = Permitted only on second (2nd) story and above, when an office, retail, or other permitted commercial use is on the ground floor along any avenue, collector, or arterial street, otherwise office or retail uses are not required. L(7) = Limited to two (2) animals on parcels one (1) to three (3) acres in size. Additional animals may be added at a rate of one (1) per each acre over three (3). 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 (1) off-street parking space, and the owners shall have two (2) parking spaces. All spaces shall be in conformance with the requirements of the Off - Street Parking section of this Chapter. 3. That only one (1) ground or wall sign, constructed of a non -plastic material, non -interior illuminated of four (4) sq. ft. 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. 4. That the number of accommodation units allowed shall be proportional to the permitted density of the zone. Each traveler's accommodation unit shall be counted as 0.6 units for the purpose of calculating the permitted number of traveler's accommodations. 5. All traveler's accommodations shall be within two hundred (200) feet of a collector or arterial. Street designations shall be as determined by the City Comprehensive Plan. Distances shall be measured via public street or alley access to the site from the arterial. 6. Excluding the business -owner's unit and the area of the structure it will occupy, there must be at least four hundred (400) sq. ft. of gross interior floor space remaining per unit. 7. Traveler's accommodations are limited to no more than eight (8) guest units. L(9) = All restrictions of L(8), but limited to no more than fifteen (15) guest units. L(10) = All restrictions of L(8), but limited to no more than five (5) guest units. 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. Page 9 EXHIBIT 5 L(12) = On -premise consumption or retail sales and shall limit the use to no more than ten thousand (10,000) square feet of gross floor area for production, bottling, packaging, storing, and other manufacturing related activities, and additional square footage shall require a Specific Use Permit. L(13) = Uses are limited to no more than fifty-five thousand (55,000) square feet of gross floor area per lot. L(14) = Uses are limited to no more than ten thousand (10,000) square feet of gross floor 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(16) = Uses are limited to no more than one thousand five hundred (1,500) square feet of gross floor area per lot. L(17) = Uses that exceed twenty-five thousand (25,000) square feet of gross floor area per use require approval of a SUP. L(18) = Uses are permitted only in association with Gas Stations and are limited to no more than five thousand (5,000) square feet of gross floor area except adjacent to 1-35 then uses are limited to ten thousand (10,000) square feet of gross floor area. L(19) = Allowed as an accessory use to the primary business(es) within the same structure. The accessory use is limited to those employees or owners of the business or businesses within the same structure. L(20) = Permitted, but outdoor storage of autos prohibited. L(21) = Bakery and bottling areas not to exceed two thousand five hundred (2,500) square feet. Sales on premises of products produced required in this zone. L(22) = Uses are permitted only in association with Gas Stations and are limited to no more than twenty- five (25) seats except adjacent to 1-35 then the number of seats is limited to fifty (50). L(23) = Light manufacturing of products sold on site permitted, area of manufacture not to exceed five thousand (5,000) square feet. L(24) = Light manufacturing of products sold on site permitted, area of manufacture not to exceed one thousand five hundred (1,500) square feet. L(25) = If proposed use is within two hundred (200) feet of a residential zone, approval is subject to a Specific Use Permit. L(26) = Uses are limited to no more than two thousand five hundred (2,500) square feet of gross floor area per lot. L(27) = Must comply with the provisions of Subchapter 89, Gas Well Drilling and Production. L(28) = Use allowed as part of consolidated parking plan. 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). Page 10 EXHIBIT 5 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(30) = Permitted as part of a mixed use building and only in conjunction with office, retail, or other permitted commercial, or institutional uses, equal to at least fifteen (15) percent of the floor space of the residential use along any avenue, collector, or arterial street, otherwise these uses are not required. L(31) = Permitted as part of a mixed use building and only in conjunction with office, retail, or other permitted commercial, or institutional uses, equal to at least twenty-five (25) percent of the floor space of the residential use along any avenue, collector, or arterial street, otherwise these uses are not required. L(32) = Not allowed to locate adjacent to an arterial and within one thousand (1,000) feet as measured from the nearest property line of a sexually oriented business to the nearest property line of any other sexually oriented business, adult or child daycare, any elderly housing facility, hospital, any residential use, public open space. L(33) = Additional height may be allowed with an SUP and a viewshed study, which illustrates that any views of the Historic Courthouse are not blocked by the new structure(s) additional height. 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(35) = L(36) = Permitted when combined with retail sales. L(37) = Five (5) -acre minimum land area required and no more than twenty-five (25) kennels per acre allowed, including indoor and outdoor runs. A natural buffer strip is required adjacent to any residential use. L(38) = Must meet the requirements of Section 35.12.9. L(39) = L(40) =Limited to a maximum twelve (12) units per acre. L(41) = Lots where the proposed WECS will be located shall have a minimum lot area of two (2) acres. A maximum of one (1) WECS is permitted by right. Multiple WECS are permitted only with approval of a SUP. L(42) = Building -mounted WECS may not extend higher than ten (10) feet above where the WECS is mounted on the building. The height shall be measured from the base of the WECS where it is mounted on the building to the highest point of the arc of the blades' elevation. If the WECS does not use blades, then height is measured from the base of the WECS where it is mounted on the building to the highest point of the WECS. L(43) = Electric Substations and Switch Stations are permitted subject to the following criteria: An applicant shall be required to submit an application for a Specific Use Permit pursuant to Subsection 35.6 in accordance with procedures set forth in Subsection 35.3.4 unless it is able to meet the following requirements: A. Use of the property is associated with a City Council approved Capital Improvements Plan (CIP) or other City Council approved Master Plan; and B. A public hearing was held at the City Council for the selection of the site to include: Page 11 EXHIBIT 5 Written notice of the public hearing was provided to property owners within two hundred (200) feet and physical addresses within five hundred (500) feet of the subject property at least twelve (12) days prior to public hearing; and A sign advertising the public hearing was posted on or adjacent to the property at least twelve (12) days prior to the public hearing. C. A neighborhood meeting was held at least fifteen (15) days prior to the public hearing at City Council for the acquisition of the site. 2. All Electric Substations or Switch Stations shall comply with the following development requirements: 1. The proposed electric substation or switch station shall substantially comply with all of the development and regulatory standards established in Subchapter 24; and 2. A site plan demonstrating substantial conformance with all the applicable design standards identified in Subchapter 24 shall be submitted. Page 12 City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-298, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Denton Municipal Electric CMIACM: Todd Hileman, City Manager DATE: March 7, 2017 SUBJECT Receive a report from staff regarding key financial information, an update on the Denton Energy Center project, and the status of the current Capital Improvement Program. BACKGROUND The purpose of this item is to provide the City Council with a current overview of Denton Municipal Electric's finances, especially as they relate to its Capital Improvement Program (CIP) and the Denton Energy Center project. The presentation will include a discussion of: • DME's structure • Revenues and expenditures • The rate stabilization fund • Factors influencing DME's CIP • Substation spacing • CIP budget • Status and budget of the Denton Energy Center • Debt • Rates 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: 2.5 Develop Capital Improvement Program (CIP) based on community needs EXHIBITS 1. Presentation 2. Capital Improvement Plans documents City of Denton Page 1 of 2 Printed on 3/3/2017 povveied by I_egivt9i IN File #: ID 17-298, Version: 1 Respectfully submitted: Phil Williams General Manager Prepared by: Brian Daskam External Affairs Manager City of Denton Page 2 of 2 Printed on 3/3/2017 povveied by I_egist9i I;, M in, I � I � WE Ell A Z) O a' A A Ln 110 ;1 - Ln Ln r- Ln O vl. � {/T i 4 .--5 I- l0 110 00 r - C:) t/T Ln ci N i/} {/T al O l0 m ,;I- n Ln O t/T Ln -i {/T t/T l0 l0 Lq I- 110 M Q') {/T Ln {/T {/T Lq l0 00 -i - KZI- Ol {/T Ln {/T i/} r-: r-: r-: N KZI- 00 {/T Ln {/T i/} 00 i/} 110 {/T {/T Q� O M ,;I- O 110 I- i/} Ln � qj,)- O O Ln ri O 00 r- qj,)- qj,)- qj,)- -i O -i .-i O n I- i/} {/T {/T Ln 00 r- -i N c -I M t/} Lll O Lll c -I N c -I Lll N M al N 00 t/T rn � rn 0 00 4 V} N i/} 00 M 13� V} N V} cl� cl� cl� O � � t/} 00 .—I 00 O M � 1p rl cl� 00 N ,;I- O Lll r . i/} ci ci cl� cl� cl� cl� 1:4: 1:4: A i 4 Lll 00 N O 110 al N L6 i f .i 4-1 � t0 m cr- Ll V F- � 7 C ili � V cr- Lis 4-1 cr- O F- cr- O_ O V cr- 0 w cr- ate --'w 0 f f ( C cr- A A m_ X w CL X CD 040 Q 04 U- 08 v 'c= o c® ®r 'ic vw ®rs a`r cd E Q.� r O N v v v N � � o N n 2 v 33o cr L o' N 05 v a 08 v 'c= o c® ®r 'ic vw ®rs a`r cd E Q.� r O 0 0 0 0 0 0 0 0 0 0 0 0 ri m m l0 Ol N m I� Ln ri N r -I U m N N N�i m qt m m Ln I" I- o m o Q Z3 W LL N 4- 16 C N 4- 0 ,zt N m -i O O I� t r i t o m O zi 00 m N m 00 N N I� m ri I� l0 O mlzt W'zt N m Ln N m -' r- Z 00 O m O m r -I m 0 I- N O - -I O N m m l0 l0 I, N lzl Ln Ln m lzt 00 I� ri N O r, m -' m l0 m m Ln Ln N l0 N 00 N .1 O 00 Ol I- lO r- lO l0 Ln N N ih Ol Ln N 'zt r -I tD m m to Ln rl O Ln r -I Ol m 00 . i ko n I� Ol Ln ri M O I- m Ln zt N ri i!} o o o o m ri ri m �i o �i m o o o o�i o m m o m qtN O O O O O l0 w Qo o m m m 0 0 0 0 0 �o & 06 rn rll & m O O O O l0 I- M N O O N l0 O O O O N m m 00 O ri m ri Ln O Ln O m N Ln Ol Ol 00 N I- (.0 (.0 Ln Ln m Ln r" Ln Ln � rn 00 rn Ln N lzt m �i �i rn �i O �i Ln �i kD m m�i 0 Ln rn O mRzt N Io Ln O O lo cl lo O Ln rn m Ln ri rn m o QO (.0 00 rn c -i (.0 m 00 ri l0 r- l0 O) N O O N l0 I� Ol Ln r i N m m 00 O j i m �i 00 O N m m N Ln Cl Ol 00 N r%zl 1 O 00 (.0 m Ln r- Ln Ln r- rn 00 �i �i N�i O rn 00 � ko Ln m N�i N N N ri ri ri ri ri r -I ri ri ri O O O O O O O O O O O O N N N N N N N N N N N N A 4- 0 N 01 I- 1.0 r- 1.0 l0 Ln N N r -I r -I r -I r -I r -I r -I r -I r -I r -I m m N Zt �i tD m m to m ri O Ln r -I (3 m 00 �i tD n m O I- m m lzt N ri i!) - o o o o m�i�i m�i o�i m o o o o�i o m m o m qtN O O O O O Qo 00 Qo o m m m 0 0 0 0 0 �o & 06 rn rll & m O O O O l0 I- M N O O N l0 O O O O N m m 00 O ri m ri Ln O Ln O m N Ln Ol 01 00 N I- (.0 (.0 Ln Ln m Ln r" Ln Ln � rn 00 rn Ln N lzt m �i �i rn �i O �i Ln �i kD m m�i 0 Ln rn O mRzt N Io Ln O O l0 00 lo O Ln rn m Ln ri rn m o QO (.0 00 rn c -i (.0 m 00 ri l0 r- l0 0) N O O N l0 I� 0) Ln r i N m m 00 O j i m �i 00 O N m m N Ln Cl 01 00 N r%zl 1 O 00 (.0 m Ln r- Ln Ln r- rn 00 �i �i N�i O rn 00 � ko Ln m N�i N N N ri ri ri ri ri r -I ri ri ri O O O O O O O O O O O O N N N N N N N N N N N N A Co co 4 (B Q _0 O to N 'ocli N o CL E o c a) c� _LU >% cB C: = }'O N N Lcn O O N c Co Co '� N cocn `0 cn U p Q N L 4-0 L cn U (B �� N - (B (B N (B + �� .o Q4-0 N � O O •N p N 0 L p > (B N to 0 L N N (B N OO }' O O cn 4 N4-0 _ U +-� cn O Q cn N U p Q O (B N Q O) N N Q O L — > O + U U 0)> N cn co4-0 N + L O O O W cco E Eo � 704-0Q o O N QL N > > �QL� O-0p� L��n QM 7, &� a( A ^ � } ` � } ' t 7, &� a( A ^ d\i ` � } ' t 7, &� a( A C) LO CO IT— IT— IT— 4-0 N to E � � O J U cn O Q ,O -0N cn U)E O O cn Co Co Z (n (n I--- L E O(B `~ O c Co N cn co C U � O cn c cn (B CT N H O O O m N 2 X LO � N � J 0)C/) m 0 C: J - U 0-0 N LL N C/) Q ~ cn 0 O cn 23 0Y O U cn C: Co O J J U Z m 3 O O O O O O O L E O O ' O N = Z >- L U- C) LO CO IT— IT— IT— 4-0 N to E � � O J U cn O Q ,O -0N cn U)E O O cn Co Co Z (n (n I--- L E O(B `~ O c Co N cn co C U � O cn c cn (B CT N H m y ----- mama a J c z s Z411 �II Ute. 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U') Y., to lb� 69y 6 - U U) U N N � U U 2 +J N +J (0 fA LL C C O W O Y > O U O c '— N "a O O— � w i.9: O Q' (0 Y L Q `/ f+ CU Mn O L O cuL (0 a� E E u O U)}. '� L E Q L 'o) p U U 'Q) E O p L io (B 0 "a d• i Q' O a >,N °Z2 SQd0awd c0 A A EXHIBIT 2 CITY OF DENTON ANNUAL PROGRAM OF Adoph'e"d Five -Year Capitryi 1111provement Prc�qrurn E'lectric (",'ash Requirements On Mousands) CATEGORY 2016-17 2017-18 2018=19 2019-20 2020-21 TOTAL A U(,( f� I4'2 tt'r F� 5CM I, �79 6 �$l 1,i � �1 , �20 34�S 9 ��, R 1 Buildint Cons'n-liction 1,394 - E1 -,C) o 4,125 - 9,599 COMP111-Mic"It1ons 4 3. 35 335 D j1,740 � 5 C 0 11 t i ri g e 11 cy 600 600 600 300 2,700 1) iS t 1-i h l, I L i o ri S Lj 1) st n L i o n �s 18,067 10,254 R", 18 8,Y84 7,9(17 53,6 3 0 1) i;t rj 1) if I i 0 1-1 Tra fis f 0 un r e rs3,2 s2 3A09 3,574 3,''! 4 1 3,613 17,289 Feeder 1,1'xtemsions & finproveinents 18,215 1, 6,5 95 11,090 F, 5,242 59,157 M is, cell aneous 225 - - -225) New kesiclentrKd & Comi-nerciA 7,090 7,530 7,905 8,282 8,678 9A 8 F) 0 1 f ice 1"14itiUT/('01)1 j,)UtC1'/E(1U il)ffle Fit 500 .1 Over to Mider Conversions 350 368 386 - 105 - 1125 500 1,9"11 POMT Fictor Improviinent 592 601 610 624 6.31) 3,, 0 6 5 strect Lighting 5.55 652 554 639 6 (A i,061 TO 0 1 �; 61, J"gUf1)311F 31t 120 91 92 93 490 1'0w el Plant 92,000 128,000 - 21 (), 0 0 0 Vch I d cs 1,382 947 2,11-(19 5, 13 A S Ll 1) t 0 t a I - 1) i s t i i b t i t j o i 1 14'6-0393 -1-7 1-7 T -5-t I _9 8 -7 X7,925 -io 001-- -427696 Transmission Lific's '22,550 2/1,840 18,4 9 26270 19, 7 0 1.1{.1,9M Ti%insi-nission SUhstation 35,530 - -S8, 18,465 20,570 '06- ) . 18,120 Subtotal - Transmission --T-3,30 ff-39,066=----;f-6,760 3 -2,845 --2 2 6, 0-5 _0 G RA N 1) TOTA L $204,118 $215,050 $ 81,047 $ 84,685 fi 2,846 $ 6 7,746 Revenue Funded $ 5,1.31; Certificates of Ohlioation, $ 1mm3o Revenue F),ond's 92 o i) G R A N D TOTA 1, 21)4,1193 Planned Rond Sale ,(11311 *ITICIUdes funds it prior ssjjcs. Impro ven",cr!t pro,q ro, r"'I Elet,:'Llric Cush Requirenievits (h'.) 'I"hou,-s-aruds) CATEGORY 2015-16 2016-17 2017-18 2018-19 2019-20 TOTAL ,796 1,863 1,x13,1 2,007 `),_3 T= Hufldhn- C.,onstruction 1-326 5,125 9,580 - - 10,(1.31. COITHIIUMC�'ItIMIS F"ClUipment 400 400 .3,3`, i.35 335 1,805 Conungency 600 600 600 600 600 3,000 Disu-ibLMMI SUI)SM[10os 18,139 13,174 9,619 >,.338 3,8611 4.8,1 3:'l Distlibution TI-I-Insl'ormers 2327 2,96.1 :3 j Of i 3,258 3,246 15,4 03 ) Fec"Jer 1-1,Xronsion's & Improvements 18 753 '14,300 12,674 9,912 7372 63,011 New Residential & Cmrimerciaj - - 81.1 6,102 6,398, 6,718 7,01'1 32 075 - Of f in, 1,097 - Over to Under (',onvers1oijs 350 :368 386 `Er1 > 425 i,59 7 1,934, Power F'Ictor Improvement 558 576 590 604 618 2,94-6 strect Liahring f3. 4 74 S 827 778 862 4,046 Took & 1:'a1LIi1)D7Cllt 120 91 92 7.31801 Vehicles 981 1,723 1,026 ?,:192 300 6,1,22 Subtotal - Distribution 53,53T1-47,7364 -47,598 73 0, 367 -26756 206,2 15 - Transmission !Jnes 18,829 22,98F 19,880 '25,280 18,620 1T}0 1f},1 Transn'lission Sohstation 33,365 18,350 18,290 L 2, 31 50 9,11 0 913 8 5 Subtotal = Transmission 51,794 41,335 -T8, 17 0337, 6.3 0 -27,650196'-'- ,579 G RA N D TOTA 1, $ 105,324 $ 89,299 $ 85,768 --� -67,91)'7 $ -54- 4,06 4()2,7t)4 Revc.nuc Fi.mcied $ 2,167 C'erdlicates of Obhgation103, 157 G 11 A N 1) TOTA 1, $ 100,324 Planned Bond Sale. 57,850 00 EXHIBIT 2 (.'� (v of'D ci to A n � i � i a I /Vog ra m o v i (, es TOC CA'I'EGORY 2014-15 2015-16 2111691.7 2017-18 2018--1c) 'FOTA I ALROMOWO MoLCITt�c!�)(Jing FiLiddHig CMI-1111111ftahollS F,'(jUjp11Wf!j Conlingenc ' v Distribution Substations Feeder E'xtensions & 1mj..Frov(,,jjj(,,jjts New Residential & Commercial Office Over to Under Conversions Power Factor 11,11provellicrit Street Lightirm,, Tools & Equipment vehicies Subtotal - Distribution Transmission Lines Transmission Subst,atjf)jj Subtotal - Transimssion Revenue Funded CortjficE-,Ites of Ohfigatioll, GRAND'J'OTAL Planned Bond Sale 'I mjudos hulds ivall'ibl", 11 -am prim Vijnjss. $ 917 $ 954 S- 992 $ 1,032 $ 1,074. $ 4,969 1,31.1, 4,125 4,080 - %F)1.6 5 35) 400 3 317 3'3 5 33S i,94.0 300 3 3C1i1 300 300 1,500 1 5,693 1:x,6(74 12,899 1, 3 8 8 2,€313'1 50,468 2,424 2,541, 2,663 2,792 2x926 13,316 16,240 12,317 9,7,11 8,990 7,631 54,919 4,41-3 4,608 :3,712 3,816 ,3,131#1 20,430 1,747 - - - 1, 7 47 3 S ,3:) 0 .350 350 .3 5 I , 7 5 0 623 477 482 487 492 2,561 206 21:3 225 236 247 1,127 126 90 90 90 90 486 1,961 1,t14 S 1, 5 zi 8 767 1,519 61M 46,846 43,4)-24- 37,417 22,583 21,729 171,599 1.3,6€30} "2!3,835 2 5, 7 2 0 20,260 16,440 111,9-31- 3 4,84 5 23,39S 23,120 14,165 6, 8) 4 7 102370 58,525 49,23-04-8,840 34,4255 23,285 2-14,305 $ 105,371 $92,254 $86,257 $57,008 $ 45-,014$ 385,90-4 $ 1,717 1, 0 3,6i31 Electric'Fransmission Line 105 371 $ 67,925 11 41 lmitm EXHIBIT 2 City ofDen ton Annual Progj-aj7j,,)f,5eevjces 1xKUU1' ASSIGNMENT NUMBERS * CATEGORY G. Automated Meter Rc,;--ichng 7 CDIIHOUDiCatkm; F"quiplilent 8 ("Ontingellcy 131 Distrihution substations 14 DISt€-ibUti011 Transformers 19 Feeder Extension; & I jjjpj,()vejj jell ts 2 F) New Residential & Commercial 28 Over to [Inder Conversion;, Power Factor Improvement '1C Street LightflIf, 1-3 Toolri & EqLijpnlem 0 vehicles subiotal Distl'ibution 15) Transi-nission Lines 46 Tr"-Insillissioll SULISMtjol-1 Subtotal -Transirussion G RA N 1) TOTA 1, Reverltic Avid able Programmed Flulds" Certffic,aes rat obligatioll -New GRANDTOTAL 'GRO I I P A'SIG N.,vIFN*1 [(�A) NUMBFIRS' Ire used 1w ld" I I I HiMtl I I! I (ACI P Prl)j, Ls bnm � I jor —Incl dc� unSI)ent bold pf U'c o(k, umLrl. milmn". 00 I 711, -011,f3 3 400,000 300,000 17,354,000 1-989,178 16,771,000 1 U27,999 350AX) 372,000 1 7,871 90,000 640,000 4J 7493 1 69,060,000 113,5 34,9- 1 pM 3,003,000 2 5, S i 1, 9 3 1 85,000,000 113,534,93 1 EXHIBIT City of Denton Annual prm9rom,y�,�mo 2014-15 20IS-16 2016-17 2017-18 TOTAL 400,000 400,000 400,00o 400,000 2 0 0 5,064,000 4,829,000 6, 88,000 45,404,000 2,08/1 382,000 :397,000 409,000 422,000 1,982,000 90,000 90,000 90,000 90,000 450,000 '36M 1,1 T3 26,695,307 23796,5223 2 2,4 14,117 154,202,05 1 35.645,000 Z3,0 B4O00 10,290'000 7030,000 1l3, 8O0/NO lG33 -00 1 980,000 1�70 2,3,160,000 16,430,000 2 11,665,000 3 �@Z6/8U � 3�6250 |.7R6�SO 843.500 1��03.SO0 �5.I73 284'037 169'773 017 �6,021.551 850U0OOO 74,000,000 301 im EXHIBIT 2 OTY OF DENT09 11WAS ANNUAL PROGRAM OF WkWIS UROUP ASSIGNPOENT NUMBERSt CATEGORY 201213 1 ,955,4 287 3 BUildirig (:(3j4St2`nCtj011 41000 7 CommummWo Eqthpmeru: 445YOO 8 CoIll'ingency 301000 13 Distribution Substations 1113%000 1 4 IAMB 11 19 Feeder Extemdons to Improvements, 8MH1548 25 Nmv NAM= & Cormuerwil 113U25 28 Over to [Jrldel- Conversions 351000 a2 Power Factor Improvement 181234 40 Sireet Lighting 13%594 43 ToWs & Q,ndent 10000 45 Transtnissioll Lines 351051000 46 TIC-ulsini-sion Substation 2R341000 50 VWVS 7J2302 TOIAL HIS83,404 Revenue $ 1101302 Avadable Programmof Funds" 41J81 1 H Certificates of Obligation - New 4010%000 Wan.'1'oW $ SlWnW -GROUV AS, ,NMENT (CA j NUMHERS an mud WdenUnnAmm of UP Proud, by it ip, WPM y A 0"cnsc. "IF] I, iLldksWl, I t,,�rC I Km"& mwmM mven- VmmQrs 3ndumsau CHM a lhmHms 236 D,EWTONSER WCE Whatevet, * it *rakes! EXHIBIT 2 CITY0FDENTON, TTXAS ANNUAL PROGRAM OFSERVICES 2013-14 2014-15 —$2,850695 201546 2016-17 TOTAL 2,677,921 2,681,313 $ 42,5,802 —$11 591,218 950,000 275,000 335,000 - 290,000 - 2H5,000 990,000 1,(-)30,0()() 3()(),0()() 300,000 30( , ),()()0 300,000 7., 5 9,760,000 13,`11`),0()0 4,834,000 4,,303,000 A7,455000 1,863,178 1, 352,201 2,045,28,5 2,112, 1;31 917 31„3()9 10,170,500 9,288,000 7,494,000 6,968,700 4',1305 73.F3 3213{),3 1;3 3,480,361 3,521,9113 3,388,723 16,8 1, 1,3 4 0 50,000 3 5 0, 0 0 0 350,000 350,000 1,750,000 180,000 - 182,500 185,0 00 18 7 ,! 0 0 915,1;34 I 9'S 0 0 167,100 173,50018 0 , ,15 0 1510,1/1•4- 13r,,( 00 135,000 85,000 85J)00 476,000 22,000,00o 21 055,000 7,820,000 4,290,000 9(),2 ls,000 j 10,180,000 11,290,000 6,870,000 81,310j)0() 226,000 951,064 1,156,270 84,90 3, s 59,426,F,3"-9$ 4,2,086,296 $ 31,197,621 s 3;02,207,272 $ 3 571,o00 $ 3,288,001 $ 3,17/1,898 s 17/#1,01 F) $ P5,879,279 22.3'37, 112 16, 138,1175 7j S 6,6 0 96,'127,99 3 0,000J)00 40,000,00() 30,000,000 -20,000,000 190,ol(?0,000 3 134,1)08'„4.3 2 $ 59,426,539 42,086,296 $ —3-1,197,621$ 302,2- 07,272 237 D l,,'N TO N SE R V1 CE Whatever * It * Takes! City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-324, Version: 1 DEPARTMENT: ACM: Date: Finance Bryan Langley March 7, 2017 Legislation Text Agenda Information Sheet SUBJECT Receive a report; hold a discussion, and give staff direction regarding the FY 2017-18 Budget Process. BACKGROUND The purpose of this item is to provide the City Council with an overview of the City's revised budget process for FY 2017-18 and present volume and usage forecasts for the City's Utility Funds. This information was presented to the PUB on February 27, 2017. The presentation for this item is included as Exhibit 1 and the presentations and agenda information sheets from the PUB agenda for the Utility Funds on February 27, 2017 are included as Exhibits 2 through 4. 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 - Presentation Exhibit 2 - PUB Water and Wastewater Exhibit 3 - PUB Solid Waste Exhibit 4 - PUB Electric Respectfully submitted: Chuck Springer, 940-349-8260 Director of Finance City of Denton Page 1 of 1 Printed on 3/3/2017 povveied by I_egivt9i IN N • W r N W, O 4J � W Cn O p � O 4J u � '4-j +-+ +-+ 00 U N ,-, 4—J 4 a--+ vn 4J P N W Cn N cn N N 'd cn V j u � � .. v � V v u° ° a O cn -j 3 Q. � u vro �-� O v cn cn 4-j u v 4 u cn O 3 cn O142 cn 7z -1171 7 � -� cn cn +�+ O — -d }' v O C)'+ + cn }' U En �. v M O N v� v cn u w cn v v `" u o � +- u u v Lm c 4 Q O v u }, can � � N c bA Q• � v v O 4-j cin -�-j 4 v '3 0 00 v ,� -d 4-j u Qn � �. 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Ln Ln --Q 61 * CY) 0) Ln r� CD I (N 41, m r14 M 00 Ln 19t Ln ,--i ,4 4 --Q -nQ aQ cn m CY) --Q 61 * rr) r-4 co 00 CY) r - Id Zf 00 00 Ln LO Ln --0 0� e -OR cn r-� CD CD co Ln 0-} ,� CD 0-0 10-0 00 r CY) Ln Ull Ln -Q 61 w -nQ 00 CN r-11 I r -I r" ar" ro m ro Ln ni CY) -4 s1leme6aN RCD y R G a - - \ / / ■ �$ �a ti \2 $> � o $e 0 + $y 0 + ti\ » ) � & &a . �\ � &> � - « � . � ƒ � > ƒ a A 3 � s1leme6aN RCD y R G a - - \ / / ■ Agenda Information Sheet C/ ACM: Howard Martin, Utilities,. 349-8232 ft Receive a report and hold a discussion regarding the Water and Wastewater Forecasts for FY 2017-18 Annual Program of Services and the FY 2018-22 Capital Improvement Plans. ..Body BACKGROUND Staff has prepared updated Water and Wastewater forecasts that will support development of the FY 2018-2022 CIP's, FY 2017-2018 operating budgets, and other long-range service requirements. Forecasts are updated annually based on analyses of historical data to determine relationships between population, customers, production, treatment and consumption or usage data. This information is then compared to population growth projections and other land use assumptions to develop the new forecasts. As a part of these analyses, staff compared our population projections to the North Central Texas Council of Government (NCTCOG) population forecasts. The NCTCOG population forecasts for the North Central Texas 2040 Demographic Forecast provides long range estimates for two target years, 2035 and 2040. Denton staff population forecasts are approximately the same as the NCTCOG forecasts for these target years. At this time, the Water forecast is virtually unchanged from the prior year. However, staff is continuing to evaluate the possible trend of decreasing gallons per capita per day (GPCD), as we indicated in the 2015 Water and Wastewater Rate Study. Staff is also continuing to further analyze correlations between total annual rainfall, rainfall patterns, and per capita water demand variability. The Wastewater forecast has continued previously revised methods that currently provide accurate predictions of residential and commercial billed volumes. Exhibit 1 provides a summary of the Water utility forecast. Major points include the following: • Projected water demands for Denton will not exceed its raw water rights from Lake Ray Roberts and Lake Lewisville until beyond the planning window. We anticipate purchases of water from the Dallas Water contract when our raw water demand exceeds our raw water rights. Staff will continue to evaluate options for new sources of raw water, including activation and renewal of the Dallas raw water contract and adding potential indirect water reuse to the Dallas contract. • Additional treatment plant capacity will be needed prior to the summer of 2027. The current plan is to expand the Lake Ray Roberts treatment plant from 20 to 50 MGD. The engineering, design and construction of the next plant expansion will require a 3 to 4 year lead time. • The raw water supply and treatment capacity are estimated to be sufficient to meet Denton's needs for beyond 20 years; additional improvements to the distribution system will be needed to insure the additional treated water capacity can be delivered to customers. Exhibit 2 provides a summary of the Wastewater utility forecast. Significant points are as follows: • The projected Wastewater treatment volumes show that additional treatment capacity in the Hickory/Pecan/Cooper Creek Basins will be needed between 2026 and 2029. However, the peak wet weather flows reaching the Pecan Creek plant will exceed the raw influent wastewater pumping capacity prior to the next plant capacity expansion. Therefore, to manage the peak wet weather flows for the up to the Year 2033 conditions, the West Wet Weather Pump Station and Storage Basin will be bid for construction in summer of 2017. • The Wastewater collection system model shows the Hickory Creek Pump Station serving the entire Hickory Creek Basin will not be adequate for the upcoming 5 year CIP horizon. The Hickory Creek Detention Facility will be bid for construction in summer of 2017. • Construction of several interceptor lines is included in the 5 year CIP to accommodate growth, and to limit wet weather overflows. These include the Pecan Creek Interceptor Phase IV, Cooper Creek Interceptor Phases I and I1, and the Hickory Creek Interceptor Phases 1, II, and III. Options for wastewater service in the Clear Creek/Milam Creek Basin were developed. Denton 288 L.P., a Texas limited partnership (Hills of Denton developer) that drove the need for a wastewater system in this basin declared bankruptcy and the lending institution took possession of the property. A two year extension agreement to provide water and wastewater service to the Hills of Denton property was approved by the PUB and City Council with BBVA Compass. The Hunt family then purchased the entire property from the bank and a five year extension of the Water/Wastewater agreement was approved by the PUB and City Council which extends the agreement to June 2018. COMMENDATION Information item only, no formal recommendation is requested at this time. PRIOR ACTION/REVIEW (Council, Boards, Commissions) No prior Board and Council actions or reviews have occurred to date. FISCAL INFORMATION The Water and Wastewater Utilities FY 2017-18 volume forecasts provide the basis for the FY 2017-2018 operating budget and FY 2018-2022 Capital Improvement Plan. 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 I M. Goal: EXHIBITS 1. Water Utility Forecast 2. Wastewater Utility Forecast Respectfully submitted: Kenneth Banks Director, Environmental Services and Utility Budgets Prepared by: Cassandra Ogden Water Utilities Business Administrator Water VdIume \�. � .«:� . � \.� \ \� < ( � % M� FY2 8iii � Fiscal Year Residential Commercial Wholesale Total 2012 27.207 0.8% 4,161 -1.8% 2 31,370 2013 27,486 1.0% 4,226 1.6% 2 31,714 2014 2-71,9 1 5 1.6% 4","301-, 1.8% 2 32,218 2015 28 722 2.9% 4,552 5.8% 2 33 276 11, 2016 29.411 2.4% 4,640 1.9% 2 34,053 201730,040 ..... 2.1% 4,694 1.2% 2 34,734 018 30,8 .1 % 4,747 1.1% 2 35,429 2019 - _ _ 31 338 2.1 % �_.... 4„800 _ _ 1 1 % ....... __. ... 2 36,137 2020 32,007 2.1% 4,853 1.1% 2 36,860 2021 32 691 e �. 2.1 % „ 4906 1.1%o . 2 -37„597 2022 ....... 33,390 2.1% 4,959 1.1 % 2 38,349 2023 34 103 211.1% 5 013 1.1 % 2 39,1116 - 2024 34 832 2.1 % r 5,067 1.1 % _ 2 39,899 2025 .,,,... -_ 35, 576 2.1% 5a, 121, .,...,... , 1.1% 2 40,696 2026........ ®. ,336 .......... ........... - 2.1% 5,175 1.1% .. 2 _.. - 41,510 - 2027 37,112 2.1 % 5,229 1.0% 2 42.341 Fiscal Year Actual Normal Dry Wet Rainfall 2012 18.4 ....................... 18.4 19.9 17.0 33 201318.7 .. .......... ....... 18.7 20.2 17.3 27 2014 . . ...... . . 169 . . ... ........ . ... .. 19.2 20.7 17.7 26 2015 17.4 19.6 21.2 18.1 38 2016 17.8 20.1 21.7 18.5 61 2017 20.5 22.0 18.8 2018 - . ......... 209 . 22.6 19.2 201921.3 . . . . .......... . ... ....... . . ... 22.9 19.6 2020 -11 . ....................... 21.7 23.4 20.0 2021 22.2 23.8 20.4 2022 22.6 . ... .. .... 24.3 20.8 2023 23.1 24.8 21.2 2024 23.5 ... .. 25.4 . .... ... 21.7 2025 24.0 25.822.0 2026 24.5 26.3 . . . ............... . . .... ........ . 22.5 2027 25.0 26.9 22.9 Normal Year - 37 in rain in of rainfall annually Dry Year - 27 in rain in of rainfall annually Wet Year - 47 in rain in of rainfall annually In Fiscal Year Actual Normal Dry Wet Rainfall 2012 34.5 33.8 36.5 31.2 33 2013 .......................................................... 31.7 . . . . . . . ...... . ....... 34.3 37.0 31.6 27 2014 25.9 35.2 37.9 ....... .. .. .. 32.4 26 2015 34.3 35.9 38.8 33.1 38 2016 29.8 36.7 39.7 33.9 61 2017 37.5 e_m....... 40.3 34.4 2018 38.2 .. . . . . - 41.1 36.1 2019 . .... 39.0 .... .. ..... . .... .. .. 42.0 ........ 35.8 2020 --- ............ 39.8 42.9 36.6 2021 ............. 40.6 . . ................................................. . . . . . . . . . ..... 43.7 ....... .. . . ...... . . . ................................. . .... ... 37.3 2022 41.4 44.5 38.0 2023 .. ........ 42.2 45.4 38.8 2024 43.1 46.5 39.7 202544.0 ...... .. ...... 47.3 40.4 2026 44.8 . ....................................... - ........... 48.2 41.2 2027 45.7 49.2 42.0 WATIQUIZIUNMYM 11MVII In logo] -- 11 v Water UtIal Immmm", 400,000 350,000 300,000 250,000 200,000 150,000 100)000 50,000 II m 0 0 0,'JI Op Q, 00 ID 'b 0 10 5b 0 a, h (o �b 0 10 00 0 '.1, tK b .00 vo vo vo v 'P, 10 .p C)CI 'P, 'p, IPO 'P, 'd, '0, '1'0 1,0 '10, Actual Population * NCTCOG 2011 Forecast TSZ A WRT2onForecast —Utilities Population Forecast M Region C 5 50 Ep 40 4� CO 4 , I'- I I - I- - -� -- -, -1 --- I. I -,- , -, - -,- - - - ------- U, v (D 00 0 N v CD 0) 35 1 0 CD cli CD 00 0 ............. (D 00 0 N 00 I Nr >- 30 LU 25 z 0 20 J Ac malAnnual Z 15 0 -J -J m 10 9 0 N 9 IM Current Year Projection MW 01 , I'- I I - I- - -� -- -, -1 --- I. I -,- , -, - -,- - - - ------- v (D 00 0 N v CD 00 CD cli CD 00 0 04 (D 00 0 N 0 0) 0) 0) 0 0 0 0 0 — — — — N N N N 04 (y) Cl) O 0) m 09 C) 0 0 0 CD 0 0 O CD 0 0 C) 0 0 0 a 0 N CN 04 04 04 04 (N C14 C14 04 04 C\l N 04 04 N N C14 FISCAL YEAR 6 100 90 80 70 M 10 Current Year Projection C14 (D oo 0 00 C) C14 7 (O 00 CD N (0 00 0 N 0) 0) (3) C) O O C) N N N 04 m m 0) 0) 0) 0) 0 0 0 0 (D CD 0 0 0 C) (D C) 0 0 0 0 0 04 N N N C14 04 N 04 N N C14 C14 Cq N C*4 N C11 FISCAL YEAR Lewisville Plant Capacity (MGD) Ray Roberts Plant Capacity (MGD) 7 50 45 use Raw Water Reights and Requirements with Indirect Reuse a Cm Oy OOi 0i O O �p O f0 m O 6 N tel' fD d0 O N O� O O r r r N N co N N N M O O O O O O O O O O O O O O O O O O O O O r r r r N N N N N N N N N N N N N N N N N N FISCAL YEAR Lake Lewisville Water Rights (MGD) Lake Ray Roberts Water Rights (MGD) Dallas Contract - Raw Purchase (MGD) Effluent Credits (MGD) Potential Indirect Reuse (MGD) }71 m F t_ RE W^� %' `<� \© `�� \ }: ,§®m: ` /\` { . .\` V-1- s�Fo :{.... � ^^ ^ \ \�~� \� � r7e cast \^ ®\ ) \ t ± � <-�: ,; \ ( : { y ,i % � . 1 a \ \ \� . J \ \ ? �� \2 � .,\\\ / { ,y§". §ap/\ ± w a t \Customers :om\\ by Class ? 2»� ?± _: + f 2 •f « \ _� 2 #� � *� �»� 2<# 3 ? =f ^ 7=; \ «\§ \ «y \«§ \i.\° �. . . f $ \ ■ \ # < i 2: ? .\ no ?i2: \ i «#» \«\\ \\ #f\ \.\� \.¥■\ j.\� \ \i.\#\ \#\� \.MW f m ��i����'`t��r`��.��i�%�`��1�)�!1'��!!!;ti' t■,',�,■�i'�'�,��'t3�li�ltl���i�14■t �4�1'■rt �hr�rkiv Fiscal Year Residential Commercial Wholesale Total 2012 .7 5.44 0.49 10.70 2013 4.95 5.27 0.52 10.74 2014 411.1188 5.41 10.87 2015 4.61 5.43 10.62 2016 4.64 5.7811.10 2017 4.70 5.83 0.70 11.2 20'18 ....... .................. . 4.76 5.90 _ 0.71 11.39 201 5.97 e7 11.54 20206.0511.70 2021 6.1.. 13 0..74 2022 5.07 6.21 0.75 12.06 2023 5.166.30 0.76 12.25 202 ....... . 0.77 12.45 2025 5.37 .7 12.67 2026 5.48 6.59 0.79 12.89 2027 5.60 6.70 0.80 13.13 I Wastewater Utilities Population Forecast 400,000 . . . ..... . .. . . .............. 350,000 300,000 250,00C 200,000 150,000 100,000 50,000 0 0 0 0 0 0 a 0 0 0 II m gV SN (0 00 0 'P tK (0 00 0 . ,�O , b 00 ti� �(O A 0 11 b b P a, NN _ ,Ip 0 0, 0 0 0 00P , 41 .1p, -f 'IP .10, .10, IP, '0 '10 'IP Ip 'f 1,0 e 1� 1; 1; 1; 1; v v v lip .1p, '0, 10 e Actual Population 0 NCTCOG lou Forecast TSZ A WRTlou Forecast —Utilities Population Forecast M Region C 4 50 45 40 35 030 W W z 25 0 20 z 0 150 10 5 0 O U') Historical and Projected Flows Versus Treatment Capacity an Creek P GD expansion Alternate project rojection based on customer arowth actual Annual Flow 1- 0) M U') P- 0) - M U) P- CY) - M LO 0 C r r r r Cq Cq C14 N N M M CO 0 0 0 O 0 C) 0 0 0 Q 0 0 0 0 0 N N C14 N N C*4 N N N C*4 C14 04 N 04 C14 FISCAL YEAR Total WRP Capacity (MGD) Historical and I Flows Versus TreatmentCapacity, Weather ,ji,.1. 50 i 45 s J 40 N a} 35 ,D �s 30 W a 25 O J J 20 z O J 15 10 5 ® 47 N r` O N N 8 (A' Rai'i Wet Year 47" Of Italia of hair r M lh h 09 r M In P` O r M LLi O OO O O O O O O O O N N N N N N N N N N N N N FISCAL YEAR Total WRP Capacity (MGD) Yearly Rainfall (inches) Peak Flows Versus Peak Treatment Capacity 100 90 online 80 5 Year Storm Modeled Peak 2-Hour Flow online Q ® 60 a 50 4 4U U ® 5 Year Storm Modeled J 30 Peak, Day Flow J 20 10 Actual Peak Da Flow 0 m..... _.. P,a .� .m .m ........... �..�..,-r ....---` -------r1i--'a r-------. 1nh` O M lf) f� IA M V) h- O M Ln O O O r- r r N NN N N M M CO O O O O O O O O O O O O O O O O N N N N N N N N N N N N N N N N FISCAL YEAR Pecan Creek WRP Peak Capacity (MGD) 7 Pecan Creek Plant Flows Versus Tteatment Capacity 50 45 40 35 30 LLJ z 25 Actual Annual Flow 0 6 20 z 0 15 10 5 0 . ....... . . . ....... ................ 0 0 0 0 N 0 0 (D N (N N i8.9MCD - TCEQ go% ol" Capacity 15.75 GD - TCEQ 75% Of Begin construction for 2o26-2o2gdi ersion of Capacity expansion, Clear Creek flows Begin design for expansion -. . . .......... .. ....... .. . . . ..... . . ..... ce) Lf) a) CV) LO 1-- 0) m O C) 0 N C14 CN N 0 c 0) 0 0 0 0 N 04 C14 C14 CN N cli 04 CN N C14 FISCAL YEAR Pecan Creek WRP Capacity (MGD) m 0 N j tnd S 15 i (td tIM`1. t operating'Working capital ("WC) provides liquidity fbr payables and payment cycles. Funds afiove this level are applied to the !pO® expense and demand volat.ifity, cover emergencies, •' general,improve overall resiliency. In . • revenue collection can consider lowerOR As outlined in the Utilities Financial Strategies, Funds above operating reserves may be •' for •-b one-timereduction payments, capitalcapital ex, enses, • varioususing (_ 1 11 fil, or mitigationstrategies. Questions ? 19 117 J17\'�11 1l � D1►Y I�Y7 fti ��1�F����l'.2�1Ra iiT�3 C/ ACM: Jon Fortune 1ate: February 27, 2017 SUBJECT ..Title Receive a report and hold a discussion regarding the proposed FY 2018 Solid Waste & Recycling Materials Forecast, which is utilized in preparing the Fiscal Year 2018 Solid Waste & Recycling Annual Budget and FY 2018 - 2022 Capital Improvement Program. ,1 I -1-ii vvwli& ►1 Annually staff prepares a Solid Waste & Recycling Materials Forecast to support the development of the upcoming fiscal year operating budget and five year Capital Improvement Program (CIP) period. The exhibit attached, FY 2018 Solid Waste & Recycling Materials Forecast, provides the materials forecast documentation which supports the FY 2018 Solid Waste operating budget, the FY 2018 - 2022 five year Capital Improvement Program and the long range capital requirements that extend beyond the five year planning period. In preparing the Materials Forecast, staff reviews industry analyst economic and growth forecast data, Denton's historical data and trends, anticipated construction activity, and potential annexations during the planning period. The municipal solid waste (MSW) materials and commodity tonnages are reviewed, analyzed, and then forecasted utilizing growth projections and future planned program development. The forecasted quantities of materials handled, disposed, recycled, processed, and diverted will provide the basis for the development of the FY 2018 departmental operating budget and ongoing and future Capital Improvement Projects planned for development. During Fiscal Year 2017 the Department plans to begin landfill mining operations. Materials forecasted to be recovered from the mining operations are include within the recycled and diversion totals of the FY 2018 SW&R Materials Forecast. Summaries of the actual FY 2016, the projected end of FY 2017, and forecasted FY 2018 materials tonnages are provided below. Additional detail information is available in the attached forecast exhibit. For FY 2018 the gross tons handled by Solid Waste Departmental staff is forecasted to be approximately 458,500 tons, with approximately 173,000 tons recycled, which generates a diversion rate of approximately 37% within Denton's service area. The materials growth forecasted, diverted, and recycled will vary as a result of many factors, including but not limited to national business programs, local business economic factors (employment, construction, and business activity), product packaging, highway traffic congestion, and unknown and unanticipated events related to customer's operations, and other service providers operating within the region. Year Actual Projection Forecast over Year FY 2016 FY 2017 FY 2018 Change Gross Tons Handled 386,040 421,926 458,470 8.7% Recycled Tons 113,744 141,004 172,935 22.6% For FY 2018 the gross tons handled by Solid Waste Departmental staff is forecasted to be approximately 458,500 tons, with approximately 173,000 tons recycled, which generates a diversion rate of approximately 37% within Denton's service area. The materials growth forecasted, diverted, and recycled will vary as a result of many factors, including but not limited to national business programs, local business economic factors (employment, construction, and business activity), product packaging, highway traffic congestion, and unknown and unanticipated events related to customer's operations, and other service providers operating within the region. OPTIONS Discussion, guidance, and direction from the Public Utilities Board is requested. COMMENDATION Staff has prepared and recommends approval of the FY 2018 Solid Waste & Recycling Materials Forecast. ESTIMATED SCHEDULE OF PROJECT The Solid Waste & Recycling Materials Forecast supports the proposed FY 2018 Operating Budget and five year Capital Improvement Program period. 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: 1.1 Manage financial resources in a responsible manner EXHIBITS 1. FY 2018 SW&R Materials Forecast Presentation Respectfully submitted: Vance Kemler General Manager Solid Waste & Recycling Department Prepared by: S. Lebsack Development & Administrative Manager Solid Waste & Recycling Department Fiscal Year 2018 Solid Waste & Recycling Materials Forecast Background &AssumptionsVy Residential growth based on building permits and historical growth patterns. Commercial growth based on development review project projections and historical growth information. Landfill growth is based on residential and commercial growth withi the City and forecasted private volumes. i Five year historical revenue forecasts versus actual revenues are 0.52% higher than budgeted. Five year historical expense forecasts versus actual expenses'ar.--. 0.84% lower than budgeted. Residential II iServices Refuse and Recycling Monthly Refuse Recycling Yard Total Fiscal Year Average Cart Cart Waste Tons Recycle % Customer Tons Tons 2015 29,491 24,110 7,625 7,171 38,906 38.0% 2016 30,288 25,338 8,153 6,909 40,400 37.3% 2017 31,661 25,821 8,523 7,461 41,804 38.2% 2018 - 32,516 27,135 8,909 7,662 43,706 37.9% 2019 33,394 27,868 9,150 7,869 44,886 37.9% Commercial Collection Services Front & Side Load Service Refuse Recycling Refuse Recycled Total % Recycled Fiscal Year Containers Containers Tons Tons Tons Tons in Field in Field 2015 2,481 334 46,845 3,533 50,378 7.0% 2016 2,658 440 49,069 3,790 52,859 7.2% 2017 2,768 500 51,293 4,360 55,653 7.8% 2018 2,878 555 53,986 4,883 58,868 8.3% 2019 2,988 610 56,049 5,405 61,454 8.8% Solid Waste & Recycling Services Materials Forecast Summary Actual Forecast Forecast Forecast 2016 2017 2018 2019 Materials Tons Managed COD Residential Refuse 40,448 41,853 43,846 45,223 COD Commercial Refuse 88,218 93,345 100,115 105,674 Facility Customers 257,374 286,728 314,509 345,920 Total Annual 386,040 421,926 458,470 496,818 Recycled & Diverted Tons Residential Curbside 8,153 8,523 8,909 9,150 Commercial Recycling 3,790 4,360 4,883 5,405 Building Materials Recovery 1,869 2,019 2,180 2,354 Asphalt / Concrete 70,800 77,880 85,668 94,235 Household Chemical Collection 46 47 138 335 Drug Kiosk 2 2 2 2 Sludge (Dry) 3,713 3,899 4,094 4,298 Organics (Foods) 487 543 605 674 Total Yard Waste Tons 24,884 26,223 26,931 27,658 Mininq Materials Recovered - 17,510 39,527 39,610 Recycled & Diverted Tons 113,744 141,004 172,935 183,721 29.5% 33.4% 37.7% 37.0% Landfilled Tons 276,009 302,330 329,155 357,005 Reserves Working capital ("WC") provides liquidity for payables and payment cycles. Funds above this level are applied to the operating reserve. Operating reserves ("OR") help managing expense and demand volatility, cover emergencies, and improve overall resiliency. In general, Funds with more stable revenue collection can consider lower OR targets. As outlined in the Utilities Financial Strategies, Funds above operating reserves may be used for debt reduction payments, one-time capital expenses, capital funding using cash, or various rate increase mitigation strategies. Agenda Information Sheet F11 III' 1Pill 1111111 iiiiiii� �ill�illi iiiiiiii 1,, 11111 N-kyj' l/ _Um MOM Receive a report, hold a discussion, and give staff direction regarding the FY 2018 electric customer and megawatt -hour forecast of Denton Municipal Electric, which is utilized in preparing the FY 2018 Annual Budget and Capital Improvement Program. ..Body 1.1AXQ "ICll,ZI711► Each year, in preparation for budget, DME staff prepares a forecast of customers and megawatt - hour (MWh) sales for each rate class. This forecast serves as the basis for expected revenue for the upcoming years. In preparing the forecast, staff reviews historical peak loads, average number of customers, actual MWh sales, and growth forecast data. The total number of customers has shown a 1.9% average increase over the past ten years and for FY 2018 a 1.8% increase is expected. The average MWh sales have shown a 1.13% average increase over the past ten years, with a roughly 1.25% average overall load growth increase expected per year in the future. PRIOR ACTION VIEW (Council, Boards, Commissions) City Council action is not required. 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 1 W14:11 :110 FY 2018 Electric Volume Forecast Respectfully submitted: Phil Williams General Manager Prepared by: Lisa Collaud Business Analyst — Energy Services • rl 7131 1 1 t 4 at; TbPLCS for Discussior '*Customers by Class Annual• ""' im I Annul Rectric Customers by CLass Fiscat Year Residential Commerciat Industrial Other Total 0 44,241 0 44,241 1. 127 A i. 498 f 1. 1 t.. # # ! 135 8.9% -5.0% 51,086 +'` I is f #,. � # �',. �A::*. J.. i �, i {, ♦ 1, Annual MWh Sales Fiscal Year Peak MW Residential Commercial Industrial Other Totat —1011 350 3% 569,711 i.# 269,986 ,:1, 54 4,448 1 I l 1:. -9% * J Al 2014 336 1. +1 /..:.♦ 279,720 !%' f 542,806 -'! i/'. 1,421,058 i. 0 I l r R 576,810 / 1F 565,632 4 % 31,496 -4% 1,461,406 i L, .,M I � ! Y. 1 r i /.. ? ! i. 1 : r # 1 ♦ Y t i : ! F, i i i �: �,. I �� 1-a i al i ik 1 �... ♦�: a i s-. �. 1 � i�i k :� a 1,850,000 1,750,000 1,650,000 y 1,550,000 1,450,000 1,350,000 1,250,000 Purchase Sales •a••• Linear (Purchase) Fiscal Year 11800,000 1,600,000 1,400,000 400,000 200,000 0 AnnuaL MWh SaLes —Residential , Commercial —industrial —Other —Total Fiscal Year 7 1,200,000 0 1,000,000 800,000 ar 600,000 400,000 200,000 0 AnnuaL MWh SaLes —Residential , Commercial —industrial —Other —Total Fiscal Year 7 Actual Forecast —Trend Average AnnuaL MWh SaLes --,Residential � Commercial —Total Fiscal Year 90 80 70 60 50 40 30 20 10 0 Average AnnuaL MWh SaLes --,Residential � Commercial —Total Fiscal Year 10,000 9,000 8,000 7,000 6,000 x 5,000 ro 4,000 3,000 2,000 1,000 0 Average Industrial Fiscal Year e • Working capital ("WC") provides liquidity for payables and payment cycles. Funds above this Level are applied to the operating reserve. • Operating reserves ("OR") help managing expense Working Capital 8% and demand volatility, cover emergencies, and improve overall resiliency. In general, Funds with Operating Reserves 8-12% more stable revenue collection can consider lower j OR targets. Total Operating Days 16-20% • As outlined in the Utilities Financial Strategies, Funds above operating reserves may be used for debt reduction payments, one-time capital (60-75 days) `' expenses, capital funding using cash, or various rate increase mitigation strategies. I Power Agency (TMPA) Debt payments City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com DEN, ` ON File #: ID 17-285, Version: 1 Legislation Text Agenda Information Sheet SUBJECT National Pancake Day and Shriners Hospitals for Children Day in Denton City of Denton Page 1 of 1 Printed on 3/3/2017 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 17-286, Version: 1 Agenda Information Sheet SUBJECT Poison Prevention Week City of Denton Page 1 of 1 Printed on 3/3/2017 povveied by I_egivt9i IN City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com DEN, ` ON File #: ID 17-275, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Bud Porter regarding ideas for helping to protect at -risk citizens. City of Denton Page 1 of 1 Printed on 2/21/2017 povveied by I_egivt9i IN City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com DEN, ` ON File #: ID 17-329, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Brad French regarding small cell attachments. City of Denton Page 1 of 1 Printed on 3/3/2017 povveied by I_egivt9i IN City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-072, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services CM/ACM: Todd Hileman DATE: March 7, 2017 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas amending the schedule of fees contained in Ordinance 2009-188 by adopting a new Development Services Department review and Engineering review fee schedule as authorized by the Denton Development Code for the City of Denton, and by repealing any provisions in conflict therewith and authorizing a refund of certain fees. EXECUTIVE SUMMARY In November 2016, it was brought to the Council's attention there were some inconsistencies in the fees assessed for specific development applications in relation to what was reflected in the fee ordinances. Specifically, these fees were related to the Alternative Tree Plan (ATP), Special Sign Districts (SD), Amending Final Plat (AFP), third or more review fees, and the Final Replat project types. A total of $53,650 was identified to be refunded from 2011 to date. This ordinance will simply serve to clarify what is already authorized or being charged and refund any fees that were not clearly authorized. BACKGROUND In January and August of 2009, two fee schedule ordinances were adopted, Ordinance 2009-007 and 2009-188 (the "previous ordinances"). Ordinance 2009-007 addressed some of the engineering review fees while Ordinance 2009-188 provided a cumulative list of development review fees for the Planning Division and DRC Engineering. In early 2016, the Planning Division was tasked to review the fee schedule associated with the Development Services business efficiency modules. During the research phase, it was discovered that some of the project types listed in the application and permit tracking software, ETrakit, were potentially in conflict with the previous ordinances, which contributed to incorrect fees being assessed against applicants. The purpose of ETrakit is to facilitate online payments for projects, and the software consists of approximately 59 project types. The issue was relayed to the Council in November 2016 and as a result, staff was directed to provide the amount and payee information resulting from fees incorrectly assessed by the Planning Division and Development Review Engineering Department from 2011 to date. The following discrepancies were realized for the Planning Division's development review fees: a. Alternative Tree Plan (ATP): This project type is not referenced in the fee schedules but is used where secondary tree species cannot be preserved and quality trees can be. Based on available historical data, the City of Denton Page 1 of 3 Printed on 3/3/2017 povveied by I_egivt9i IN File M ID 17-072, Version: 1 fee assessed was that of an Alternative Development Plan (ADP) which is based on the acreage of the subject property. The ATP project type must be listed in the new fee schedule for clarification but will carry the same fee as was charged under the previous ordinances for alternative development plans. Since 2011 there have been 3 ATPs. The total fees for these 3 ATPs was $2,200. b. Special Sign District (SD): This project type is not reflected in the previous ordinances. Since 2011, six SD applications have been made. The Denton Development Code (DDC) addresses Special Sign Districts as an overlay district, which would follow the zoning application fees. The SD project type must be listed in the new fee schedule for clarification but will carry the same fee as was charged under the previous ordinances for zoning changes. The total fee assessed was $2,450. The cumulative refund amount for development review fees is $4,650. As it relates to the Development Review Engineering fee discrepancies, it should be taken into consideration that Ordinance 2009-188 did not supersede or repeal Ordinance 2009-007. Therefore, engineering review fees referenced in both the previous ordinances are applicable. Specifically, Ordinance 2009-188 includes all the engineering fees of 2009-007 with the exception of the engineering review fees for "Replats without Public Improvements" assessed at $500. It should be noted that the engineering fee schedule as done through ETrakit did not calculate the fees based on the number of lots of the project/application, and therefore many projects were grossly undercharged for certain projects types. However, the fees for (third) review of final replats were assessed $1,900 instead of the $500 previously authorized by ordinance. The fee assessed should be consistent with Ordinance 2009-007, which is $500 for replats and, therefore, where applicable $1,400 should be refunded to the applicant. The amended fees schedule reflects the Final Replat (FR) as a project type in the Engineering fee schedule. Likewise, construction plan review by the Engineering Department should have been a fee of 1% of the public infrastructure construction costs in accordance with Ordinance No. 2003-269 and is being added to the fee schedule accordingly. The following amounts are eligible to be refunded: a. Alternative Tree Plan (ATP): These fees were part of the ATP application and the Engineering Department assessed a review fee of $500 for each application, totaling $1,500. b. Special Sign District (SD): These fees were part of the SD application and the Engineering Department assessed a review fee of $500 for each application, totaling $1,500. Amending Final Plat (AFP) Third Review Fees: There were eight AFPs totaling $4,000. d. Final Replat (FR): There were thirty FPs totaling $42,000. The cumulative refund amount for development review engineering fees is $49,000. OPTIONS 1. Approve as submitted. 2. Approve subject to conditions. 3. Deny. 4. Postpone consideration. City of Denton Page 2 of 3 Printed on 3/3/2017 povveied by I_egist9i I;, File #: ID 17-072, Version: 1 RECOMMENDATION Approval of the ordinance amending the fee discrepancies and refunds. 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 1. Draft Ordinance 2. Refund Fee Schedule Respectfully submitted: Munal Mauladad Director of Development Services City of Denton Page 3 of 3 Printed on 3/3/2017 povveied by I_egist9i I;, C:\Users\1443170\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook\36ET5OL6\planningreviewfeeordinance.doc ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS AMENDING THE SCHEDULE OF FEES CONTAINED IN ORDINANCE 2009-188 BY ADOPTING A NEW DEPARTMENT OF DEVELOPMENT SERVICES REVIEW AND ENGINEERING REVIEW FEE SCHEDULE AS AUTHORIZED BY THE DENTON DEVELOPMENT CODE FOR THE CITY OF DENTON, TEXAS; AUTHORIZING THE REFUND OF CERTAIN FEES PREVIOUSLY COLLECTED; PROVIDING FOR A REPEALER AND SEVERABILITY CLAUSE; PROVIDING FOR PUBLICATION; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton has been presented with a new Department of Development Services Review and Engineering Review Fee Schedule, which is attached hereto and made a part hereof as Exhibit A (the "Planning Fee Schedule"); and WHEREAS, the City Council has determined that there were fees charged prior to the adoption of this ordinance that were not clearly established at the time of collection and now desires to refund those monies to applicants who are set forth in Exhibit B attached hereto; and WHEREAS, the City Council has further considered an increase of planning review fees associated with clearing and grading permits, parking permits, and site plan review after careful review of supporting criteria and has determined that such an increase is in the public interest and benefits the citizens of the City of Denton; and WHEREAS, the City Council finds that the fees imposed by the Planning Fee Schedule are 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 Planning Fee Schedule attached as Exhibit A is hereby adopted and Ordinance 2009-188 is hereby amended by virtue of said adoption. SECTION 3. The City Manager, or his designee, is hereby authorized to refund the fees previously collected and listed in Exhibit B to the applicants of record. If the City has made a good faith effort to locate an identified payee and is unable to do so within a sixty (60) day period, the original payee, its successors or assigns, waives its rights to the refund and such money shall be returned to the City's general fund. SECTION 4. This ordinance shall repeal every prior ordinance in conflict herewith, but only insofar as the portion of such prior ordinance shall be in conflict; and as to all other sections of the ordinance not in direct conflict herewith, this ordinance shall be and is hereby made cumulative except as to such prior ordinances or portions thereof as are expressly repealed hereby. C:\Users\1443170\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook\36ET5OL6\planningreviewfeeordinance.doc SECTION 5. If any section, subsection, paragraph, sentence, 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 portion of this ordinance, and City Council of the City of Denton, Texas hereby declares it would have enacted such remaining portions despite any such invalidity. SECTION 6. This ordinance shall become effective immediately after 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 Exhibit A Development Review Fee Schedule 0-5 acres: $400 ADP Alternative Development Plan 5-25 acres: $600 $500 $250 $500 25-50 acres: $1,000 50+ acres: $1,000 + $5 per acre 0-5 acres: $400 ALP Alternative Landscape Plan 5-25 acres: $600 $500 $250 $500 25-50 acres: $1,000 50+ acres: $1,000 + $5 per acre 0-5 acres: $400 5-25 acres: $600 AESA Alternative Environmentally Sensitive Area Plan 25-50 acres: $1,000 N/A N/A N/A 50+ acres: $1,000 + $5 per acre 0-5 acres: $400 ATP Alternative Tree Plan 5-25 acres:$600 $500 $250 N/A 25-50 acres:$1,000 50+ acres: $1,000 + $5 per acre AFP Amending Final Plat $250 $500 $250 $500 A Annexation (city initiated) N/A N/A N/A N/A A Annexation Petition (voluntary)* $750 N/A $250 N/A COA Certificate of Appropriateness N/A N/A N/A N/A 0-5 acres: $1,500 5-25 acres: $2,000 CA Comprehensive Plan* 25-50 acres: $3,000 $500 $250 $500 50+ acres: $4,000 + $10 per acre CL CLOMR N/A $2,700 N/A N/A CP Construction Plans (engineering infrastructure) N/A 1% of the Public Infrastructure N/A $500 construction cost CV Conveyance Plat $250 $500 $250 N/A DVP Development Plat $250 N/A $250 N/A EAR Easement Abandonment Request $600 N/A $250 N/A EEA Easement Encroachment Agreement $600 N/A $250 N/A ECO Easement on City Property $600 N/A $250 N/A ESA Environmentally Sensitive Area Assessment N/A N/A N/A N/A 1-10 lots: $1,900 1-101ots: $500 FP Final Plat - COMMERCIAL $300+$15 per acre 11-50 lots: $3,500 $250 11-50 lots: $1,000 51-100 lots: $5,500 51-100 lots: $2,000 101+ lots: $6,900 101+ lots: $3,000 1-10 lots: $1,900 1-10 lots: $500 FP Final Plat- RESIDENTIAL* 1-10 lots: $200+$6/ lot 11-50 lots: $3,500 $250 11-50 lots: $1,000 11+ lots: $300+$10/ lot 51-100 lots: $5,500 51-100 lots: $2,000 101+ lots: $6,900 101+ lots: $3,000 $500 with no public improvements. FR Final Replat* $250 Refer to FP fees for plats with $250 $500 Public Improvements GDP General Development Plan $100+$15 per acre $500 $250 N/A GDPE General Development Plan Extension $100 $500 $250 N/A HL Historical Landmark Designation* $65 N/A N/A N/A HL Historical Conservation District* $65 N/A N/A N/A L LOMR(following CLOMR) N/A $1,000 N/A N/A L LOMR (without CLOMR) N/A $2,700 N/A N/A MP Minor Plat $300+$6 per acre $500 Residential; Commercial N/A $250 $0 MPA Mobility Plan Amendment N/A $500 $0 0-5 acres: $850 5-25 acres: $1,250 MPC Master Plan Community 25-50 acres: $2,000 N/A N/A N/A 50+ acres: $2,000 + $10 per acre MSP Minor Site Plan - Land Disturbing (Clearing & Grading Permit) $1,048 $350 $250 N/A MSP Minor Site Plan - Parking Lot (Parking Lot Permit) $1,048 $1,300 $250 $0 PD Planned Development (Detailed Site Plan)* $1,000+$25 per acre $500 $250 $500 PD Planned Development (Detailed Site Plan Extension Request)* $250 N/A $250 N/A PDA Planned Development (Detailed Site Plan Amendment)* $250+$100 if processed N/A $250 N/A administratively PE Plat Extension $100 N/A $250 N/A PV Plat Vacating $250 N/A $250 N/A Development Review Fee Schedule Public Hearing Notification $220 Landscape Review (per submittal) $50 Reprographics and Document Sales Black and White (Ledger) $.30 per sheet Black and White (Oversize) 1-10 lots: $1,100 Color (Letter/Legal size) 1-10 lots: $500 PP Preliminary Plat - COMMERCIAL $300+$15 per acre 11-50 lots: $1,200 $250 11-50 lots: $700 Water -Sewer -Drainage Map Book $200 Municipal Setting Design (MSD) 51-100 lots: $1,600 Gas Well Fees, Production Fees and Road Remediation Fees will be assessed as adopted in Ord. No. 2016-016 51-100 lots: $900 101+ lots: $2,000 101+ lots: $1,000 1-10 lots: $1,100 1-10 lots: $500 PP Preliminary Plat- RESIDENTIAL 1-10 lots: $200+$6/ lot 11-50 lots: $1,200 $250 11-50 lots: $700 11+ lots: $300+$10/ lot 51-100 lots: $1,600 51-100 lots: $900 101+ lots: $2,000 101+ lots: $1,000 SP Site Plan $1,735 $1,300 $250 $500 SPC Site Plan Correction $150 N/A N/A SPR Site Plan Revision $894 N/A N/A SE Special Exception (requires City Council action)* $500 N/A $250 N/A SD Special Sign District* $250 $500 $250 $500 S Specific Use Permit* $1,500 plus $65 per acre $500 $250 $500 S Specific Use Permits for a: home occupation elderly or child care group $500 N/A $250 N/A homes accessory dwelling unit Infill Special Purpose District* S Specific Use Permit Amendments* $250+$100 administrative fee N/A $250 N/A S Specific Use Permit Extension of Time $250 N/A N/A N/A ROWA Street or Alley Right of Way Abandonment $850 $500 $250 N/A ROWU Street or Alley Right of Way Use Agreement $850 $500 $250 N/A TIA Traffic Impact Analysis N/A $2,200 N/A N/A TDP lTxDOT Permit N/A $500 N/A $500 TM Tree Mitigation (Excluding Gas Wells) $125 per caliper inch N/A N/A N/A V Variance (from Subdivision Regulations) $250 $250 $250 N/A ZBA Variance to Board of Adjustment* $250 N/A $250 N/A WPP Watershed Protection Permit (other than for gas wells) N/A N/A N/A N/A 0-5 acres: $850 5-25 acres: $1,250 Z Zoning (Change of Zoning Request)* 25-50 acres: $2,000 N/A $250 N/A 50+ acres: $2,000 + $10 per acre Z Overlay District* $250 N/A $250 N/A $25 review fee + $25 per each additional request (Copies of ZV Zoning Verification Letter Certificate of Occupancy, N/A N/A N/A Verification of Code Violations, Public Hearing Notification $220 Landscape Review (per submittal) $50 Reprographics and Document Sales Black and White (Ledger) $.30 per sheet Black and White (Oversize) $8 per sheet Color (Letter/Legal size) $5 per sheet Color (Ledger) $10 per sheet Color (Oversize) $16 per sheet Custom Maps $30 per hour ($30 minimum) Water -Sewer -Drainage Map Book $200 Municipal Setting Design (MSD) $5,000 Gas Well Fees, Production Fees and Road Remediation Fees will be assessed as adopted in Ord. No. 2016-016 r, r -I O N L Ln L(1 r -I T (O 7 v LL (O ra ro 0 C 7 4J 7 4J u U 4J 4J LL O O O O O O 0 0 0 0 0 0 0 0 0 0 0 0 O O O O O O O O O O O O ` ': 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O O O O O O 0 0 O 0 0 0 0 ` f O O O O O O O O O O O O ` ` 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 C ri �, ti ti ti ti ti ti ti ti ti 3 d K f0 f0 f0 f0 fU O O d O O O J J O J J J to to C w to to to W W � � a h N en c m a m o a a = 1 x m x ¢ '= Q o w v ~ J o ii o C c a N N ~ J o o a Y a N qj 3 � o O ate+ 0 p �; 'v o o w a m' E pO v v c v in Y 0 cc O F .� v c v Y O m ':' > ° z = ro v O a on 0 m— cc v c on E 0— c Z C) w v „_, o ° E O N _ `° = Y �° v = 0 = �° LL O a � a o v = wi m o o ' m Z " m _¢ f0 \ Y f0 f0 J 1 W Q m a N o = S a o J O o= o J O D Z Q= D O O Op QC O Q O z z � w c U Z Q Y I— Z J J J O,_ N J a O Q a= CL Q Z 0 o W ° m 3 ° w z Lu E� v C W� o � v j �U W = Z Q U' a W o v p 0� on a> ocn in o v D ocn in ocn in H� w vl v U' o N W W p vl p Z min m 2. c c O o Z t O i cQ � � p O v O Q Q v O O = m U' m Z v v Z p Z Z I— a a Z 'mo�° Z D a Z Z Y ro Q Q Z -0D in = I=— �D m O O O 0 li J J N C U a N � j a a v In o, C) a Im E ¢ o w Q N Y C O h > a p o 3 � a 3 c c u— ° w w x '" 4 'a N 02 N J N Jro\ W` R O ,COvi i� O U O m O U av E 3 O c, \�D o O C on O a o O v on `n a U i U' o O� U' v po =_, a L:zQ Q K - w i '- Q Q c N c Eo w m i m i � N N i 3 N E s O IM to C L. p C J u J m ,O m o O v o J u J .0 m o y 0 Oi i' = s o s E '°a " o .h i ¢ D F in z Co cc D D � z 0 O I— CD m In cr� Q O CD C7 ¢ CD 3 -p • N .ti N m ci ti N N N trt tiN tiO �y N m N N`� ci ci N tp titi.tititititititi �Il tv) m m N a aH oN \ti O ON ON O N CL 0ti 0ti O O 1 O O O O O N 0 0 0 0 0 0 0 0 00 ti N t0 C t\O N N ti N N C N N N m N C N ci N N O N O N ci N ci N I� N N O N \ C N \ N \ O lL Y N \ O 0 ci \ N �+ C \ ci N ci \ �Il \ ci N ^ N \ O \ O ci \ N t' \ ci ci C N n rn N D N O m m m m m n\'1 ti ci ci D v y w F .ti 0OcaHai N0OcaHai 0OcaHai 00ocr�i' 000cti�i 000cti�i 000cti�i 000cti�i 00oNti� wlu .tiNH 0 tiH 0 0d 0 0 0000 0 0 0 0 ti 0 N12E� O IttiC�pC O O .ttiCtivC) NttiCvC) N0ottiCvC) Nn00ttiCvCl) cO00NtiCCi i0nNda O o O�i 0 O�i 0 ON� _� 0 0 0 0 0 O 00 O O 0 O 0 OO - - - - - - �tiCICl tiCC tiCC •avp •LLd�Ocq atiaa a a a a a �1' LL a L. aCW a a a a a a a a a a a a LL / 54 ƒ / } `)% \ C)r &\Z }\2\ \ =2 y) }D \\/\Q ®zwwx s \ \®�§a/D \:m:¥%:a2=\{=\\%ms C, §{/\\\}\\}\{\(\)/\\} $ \(\\}a\\)j\3>7J\LU / ) ) \ \ ± \ / In z\](~= ®( /-�= zQ'n o® C~ ) o C»2§wo „ �a< `( g%= o= , _\ %)Qz,:LU 2'n LU 3%2 )\2In LU _« `K88( oz® z,=\�, )Lu ,2usa3§u2a8auwa2$�72 ) n)� � - .2 C) _ � 2 ® (C 'z \\3§� \m) [§ \\}��2\){j-SL, 13 \\ \)a�iax,2a=2'ZI: 99:/§}\«a/}% =2 / Refand Table for Engineering Review Fees it !YFnIa Y: ll-- r— Project If Date Fee Paid Receipt If Applicant Owner Paid By FR16-0007 3/21/2016 342904 Jim Zaunick/84 Lumber 84 Lumber - Jim Zaunick 84 LUMBER COMPANY FR15-0026 12/1/2015 WEB7423 Adam Reeves, PE/ Dunaway Associates, LP Michael Ebert FR14-0005 3/6/2014 330037 Michael Doggett P.E./Winkelmann& Associates, Inc. CVS Pharmacy ORANGE DEVELOPMENT INC FR14-0008 3/27/2014 330402 Doug/as J.Hffman/ Homan Asset Management LLC Harold Bird DOUGLAS) HUFFMAN FR13-0016 5/28/2013 325891 GEES I,,. MULLIN, JOHN F&DIANE TR GREE JOHN F. MULLINS & DIANE L. FR13-0022 8/30/2013 327277 Glenn Hitt/ Raymond L. Goodson, Jr., Inc. HCP CRSI 2801 Denton TX, LP FR13-0028 10/4/2013 WEB2643 Allison Engineering Group, Inc. Denton Bible Church FR13-0032 3/25/2014 WEB3272 Greg Edwards/ Greg Edwards Engineering Service GRAHAM MORTGAGE CORP, FR12-0001 1/20/2012 317934 Marc Deg enaro Denton/ndependent School Dist. DENTON INDEPENDENT SCHOOL DIST FR12-0003 1/19/2012 317909 Jim Riley Crosswind Village UNT, LLC TREVOR CLAYTON TOLLETT FR12-0004 2/23/2012 WEB741 John Spim-, Creekwood Centre Properties, LLC JADAMAUENSEN FR12-0006 1/27/2012 318025 Randall Ed,dl,y CCS Partners, LLC FR12-0007 1/31/2012 318054& 18055 Old Town Denton Warehouse, LP Old Town Denton Warehouse, LP CHRISTOPHER B GORDON/ OLD TOWN DENTON WAREHOUSE, LP FR12-0009 4/30/2012 319512 Ram Go al Denton C—ty Trans oH,Hm Authori FR12-0010 5/10/2012 319739 Marc De enaro Richard Free man FR12-0011 5/16/2012 319830 le Forrest Denton Count FR12-0013 6/28/2012 320730 Jim Ril'y MG Herrin Grou, LLC CENCOR REALTY SERVICES INC FR12-0015 7/10/2012 320801 Steven H—y" Christo her Gordon CHRISTOPHER GORDON FR12-0017 8/3/2012 321267 Matt Moore RCG-Denton, LLC FR12-0019 10/19/2012 322570 Jerald Yensan Ramtino, LLC LINKS CONSTRUCTION, LLC FR12-0020 10/10/2016 322388 Dan Rick CCI INVESTMENTS L TD CCI INVESTMENTS LTD FR12-0022 11/28/2012 WEB1508 Kim/y Horn —d Associa tes DR Horton FRSS-0016 9/12/2011 WEB540 Adam Reeves RR MARKETPLACE LP, FR11-0019 10/20/2011 316735 Jim Rile Hammond Jones R-Ily THOMASJONES FR10-0005 4/15/2010 304796 Landmark Surveors Rhino St -1 Bldg Sstems, Inc. FR10-0009 8/4/2010 307897 Wier& Associates, Inc SFT/ndustiial, LP FR10-0010 1 7/29/2010 1 307918 Williams&Associates RETREAT AT DENTON, LLC RETREAT HOLDINGS LLC FR10-0013 9/15/2010 309036 Winkelmann&Assoc FRYSTREET PARTNERS LTD P/S, PDI FINANCIAL IMPRESTACCOUNT FR10-0016 11/22/2010 310608 Kim/H &Associates Health Care REIT Inc SIGNATURE ASSISTED LIVING, LLC FR09-0005 12/28/2009 302003 MA En in... ig &Construction Islamic Societ o Denton ISIAMICSOCIETY OFDENTON A,-AmP Sli7al Pl2t 3rd iievle.N Fees AFP13-0005 8/2/2013 WEB2380 OD En in HMH LIFESTYLES LP, HMH LIFESTYLES LP AFP13-0015 2/19/2014 329752 TRAVISBOUSQUET LOTT, JOHN AFP12-0003 5/14/2012 WEB893 Gre Edwards Wells Far oeank N.A. AFP12-0004 6/5/2012 WEB956 Bill8arnes BILL BARNES Bill Barnes AF1t0007 11/1/2011 WEB548 Sherr Gra ro Mar Perties JOHNNYMARRIOTT AFP11-0012 3/20/2012 318826 Sh,,,y G,ay Corbin Realty II, LP Paid by Applicant I Fee Paid by Owner r, r -I O N L Ln L(1 r -I T (O 7 v LL (O ra ro 0 C 7 4J 7 4J u U 4J 4J LL O O O O O O 0 0 0 0 0 0 0 0 0 0 0 0 O O O O O O O O O O O O ` ': 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O O O O O O 0 0 O 0 0 0 0 ` f O O O O O O O O O O O O ` ` 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 C ri �, ti ti ti ti ti ti ti ti ti 3 d K f0 f0 f0 f0 fU O O d O O O J J O J J J to to C w to to to W W � � a h N en c m a m o a a = 1 x m x ¢ '= Q o w v ~ J o ii o C c a N N ~ J o o a Y a N qj 3 � o O ate+ 0 p �; 'v o o w a m' E pO v v c v in Y 0 cc O F .� v c v Y O m ':' > ° z = ro v O a on 0 m— cc v c on E 0— c Z C) w v „_, o ° E O N _ `° = Y �° v = 0 = �° LL O a � a o v = wi m o o ' m Z " m _¢ f0 \ Y f0 f0 J 1 W Q m a N o = S a o J O o= o J O D Z Q= D O O Op QC O Q O z z � w c U Z Q Y I— Z J J J O,_ N J a O Q a= CL Q Z 0 o W ° m 3 ° w z Lu E� v C W� o � v j �U W = Z Q U' a W o v p 0� on a> ocn in o v D ocn in ocn in H� w vl v U' o N W W p vl p Z min m 2. c c O o Z t O i cQ � � p O v O Q Q v O O = m U' m Z v v Z p Z Z I— a a Z 'mo�° Z D a Z Z Y ro Q Q Z -0D in = I=— �D m O O O 0 li J J N C U a N � j a a v In o, C) a Im E ¢ o w Q N Y C O h > a p o 3 � a 3 c c u— ° w w x '" 4 'a N 02 N J N Jro\ W` R O ,COvi i� O U O m O U av E 3 O c, \�D o O C on O a o O v on `n a U i U' o O� U' v po =_, a L:zQ Q K - w i '- Q Q c N c Eo w m i m i � N N i 3 N E s O IM to C L. p C J u J m ,O m o O v o J u J .0 m o y 0 Oi i' = s o s E '°a " o .h i ¢ D F in z Co cc D D � z 0 O I— CD m In cr� Q O CD C7 ¢ CD 3 -p • N .ti N m ci ti N N N trt tiN tiO �y N m N N`� ci ci N tp titi.tititititititi �Il tv) m m N a aH oN \ti O ON ON O N CL 0ti 0ti O O 1 O O O O O N 0 0 0 0 0 0 0 0 00 ti N t0 C t\O N N ti N N C N N N m N C N ci N N O N O N ci N ci N I� N N O N \ C N \ N \ O lL Y N \ O 0 ci \ N �+ C \ ci N ci \ �Il \ ci N ^ N \ O \ O ci \ N t' \ ci ci C N n rn N D N O m m m m m n\'1 ti ci ci D v y w F .ti 0OcaHai N0OcaHai 0OcaHai 00ocr�i' 000cti�i 000cti�i 000cti�i 000cti�i 00oNti� wlu .tiNH 0 tiH 0 0d 0 0 0000 0 0 0 0 ti 0 N12E� O IttiC�pC O O .ttiCtivC) NttiCvC) N0ottiCvC) Nn00ttiCvCl) cO00NtiCCi i0nNda O o O�i 0 O�i 0 ON� _� 0 0 0 0 0 O 00 O O 0 O 0 OO - - - - - - �tiCICl tiCC tiCC •avp •LLd�Ocq atiaa a a a a a �1' LL a L. aCW a a a a a a a a a a a a LL / 54 ƒ / } `)% \ C)r &\Z }\2\ \ =2 y) }D \\/\Q ®zwwx s \ \®�§a/D \:m:¥%:a2=\{=\\%ms C, §{/\\\}\\}\{\(\)/\\} $ \(\\}a\\)j\3>7J\LU / ) ) \ \ ± \ / In z\](~= ®( /-�= zQ'n o® C~ ) o C»2§wo „ �a< `( g%= o= , _\ %)Qz,:LU 2'n LU 3%2 )\2In LU _« `K88( oz® z,=\�, )Lu ,2usa3§u2a8auwa2$�72 ) n)� � - .2 C) _ � 2 ® (C 'z \\3§� \m) [§ \\}��2\){j-SL, 13 \\ \)a�iax,2a=2'ZI: 99:/§}\«a/}% =2 / City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com DEN, ` ON File #: ID 17-172, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Consider approval of the minutes of December 6, and December 13, 2016; and January 3, January 9, January 10, and January 24, 2017. City of Denton Page 1 of 1 Printed on 3/3/2017 povveied by I_egivt9i IN CITY OF DENTON CITY COUNCIL MINUTES December 6, 2016 After determining that a quorum was present, the City Council convened in a Work Session on Tuesday, December 6, 2016 at 11:43 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. Work Session Reports A. ID 16-1384 Receive a report and hold a discussion regarding the 114th Congress and outlook for the 115th Congress to include Budget and Tax Issues, Municipal Bonds, Surface Transportation, the Marketplace Fairness Act, and other topics impacting local government. Lindsey Baker, Intergovernmental Relations/Public Information Officer, introduced Ralph Garboushian and Joy Grewatz with Capital Edge. Garboushian provided a quick overview of the past year successes which included preservation of the language that protected the City's ability to charge rent for the use and management of City rights-of-way in the Permanent Internet Tax Freedom Act; increased sub -allocation of Surface Transportation Block Grant funds to metropolitan areas in the FAST Act, including growing Denton -Lewisville Urbanized Area funding from $6.4 million in FY 2015 to $7.9 million in FY 2020; preservation of the Transportation Alternatives Program and the federal transit program; and removal of language from a Senate wireless communications spectrum bill that would have preempted local zoning authority over cell phone facilities; turning back a Bureau of Land Management mineral lease proposal on land next to Lake Lewisville; preservation of the Contract Tower Program; turning back Senate efforts to preempt local government regulation of drones; preservation of core local government programs in the face of austerity, including CDBG, HOME, Homeland Security and local law enforcement assistance; and preservation of the Urban Area Security Initiative, which provided the Metroplex with $14 million annually for disaster and terrorism preparedness and response efforts. Garboushian reviewed key issues for the 115th Congress - budget, tax, infrastructure, local control, public safety, and regulations regarding clean air, clean water, fair housing, and workplace issues. He stated they would continue to monitor Congressional and FCC action on communication policy; implementation of HUD's Fair Housing rule; regulatory repeal and reform (clean water, ozone, clean power, labor, etc.); SEC implementation of Dodd -Frank re: municipal finance and payday lending; and all grant opportunities of potential interest to the City. Garboushian stated that the bottom line and what it would mean for cities included the following: preserving the tax exemption for municipal bonds would be the biggest challenge for local governments; preserving funding for core local government programs would be the second biggest challenge for local governments; the repeal of the Affordable Care Act, entitlement reform, and cuts to other social service programs could create long-term challenges for local City of Denton City Council Minutes December 6, 2016 Page 2 budgets; and local governments would have to closely track regulatory reform, keeping an especially close eye on the FCC. Council discussed major infrastructure packages, aviation programs, HUD programs, and compiling a list of projects to have on hand to submit for federal funding. With no further business, the meeting was adjourned at 12:33 p.m. CHRIS WATTS MAYOR CITY OF DENTON, TEXAS JANE RICHARDSON ASSISTANT CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON CITY COUNCIL MINUTES December 6, 2016 After determining that a quorum was present, the City Council convened in a Work Session on Tuesday, December 6, 2016 at 1:00 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. 1. Citizen Comments on Consent Agenda Items The following individuals submitted Speaker Cards: Willie Hudspeth spoke regarding Consent Agenda items, having a meeting when people had to work, and that the meeting room was not big enough. Robert Donnelly spoke about the Consent Agenda and the lack of a dollar amount listed for the individual items. 2. Requests for clarification of agenda items listed on the agenda for December 6, 2016. Staff responded to Council's requests for clarification on the following items: Council Member Hawkins — Consent Agenda Items A through Q Council Member Gregory — signage for the cell phone regulations by this evening's meeting. Interim City Manager Martin stated that Consent Item CC would be pulled from consideration. City Attorney Burgess stated that there was a revised ordinance related to the cell phone use for Council consideration. Mayor Watts asked if there was a way for the citizens to get a copy of the revised ordinance at the meeting tonight. Mayor Watts stated that had received an email from the Chamber asking for language to be added to legislative program regarding the use of HOT funds for city -owned and existing sports facilities or fields. 3. Work Session Reports A. ID 16-1500 Receive a report, hold a discussion, and give staff direction regarding findings and recommendations from Denton's recently completed citywide tree resource assessment. Lauren Barker, Program Manager for Keep Denton Beautiful introduced Micah Pace with Preservation Tree Service. She provided a brief overview of the project, the methodologies to complete Denton's first comprehensive urban tree resource assessment/study and the goals of the proj ect. City of Denton City Council Minutes December 6, 2016 Page 2 Micah Pace provided project details which included the aerial imaging and the statistical and spatial analysis to gauge the health, distribution, planting opportunity, and canopy cover across 12 land use classes and 5 select geographic scales within the city limits. He stated that that i -Tree ECO Resource Assessment was a suite of urban forestry assessment software tools/applications designed to help communities understand more about the structural and functional value of urban trees. Field data was used to calculate structure from a statistical sample. Denton was only one of six Texas communities to conduct such a project. The analyses performed and the results of the survey were noted. Recommendations included (1) utilize the assessment results to preserve and promote urban tree canopy, especially in undeveloped and single-family residential land use classes; (2) perform further analyses, especially comparing publicly and privately owned parcels in the undeveloped land use class; (3) utilize the assessment to help drive policy and management decisions that both strengthen tree protection during development and professional care annually; (4) utilize the assessment results to enhance current tree planting initiatives; and (5) utilize trees and other green infrastructure to off -set the urban heat island effect and reduce impact of stormwater. Munal Mauladad, Director of Planning, noted that some of this data would be used in working on updates to the Tree Code. Council Member Bagheri stated that she would like a discussion about using money in the Tree Mitigation Fund. Mayor Pro Tem Roden suggested looking into a street tree planting program. Council Member Gregory felt it would be good to get an updated report on the Tree Mitigation Fund and what to do with the rest of the fund. He would like a timeline for addressing the tree code. Following the completion of the Work Session, the City Council convened in a Closed Meeting to consider the specific items listed below under the Closed Meeting section of this agenda. 1. Closed Meeting: A. ID 16-1488 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 generally located in the northeast corner of East Sherman Drive and Hardee Field Road, in the City of Denton, Denton County, Texas; discussions had, deliberation, and direction given, by the Denton City Council in an open meeting would have a detrimental effect on the position of the governmental body in negotiations with a third party. Consultation with the City's attorneys regarding legal issues associated with the acquisition of the real property interests described above; discussion of these legal matters in an open meeting would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize City of Denton City Council Minutes December 6, 2016 Page 3 the City's legal position in any administrative proceeding or potential litigation. [Hartlee Field Road Substation] B. ID 16-1555 Consultation with Attorneys -Under Texas Government Code Section 551.071. Consultation with the City's attorneys regarding legal issues associated with: (i) the management of the City's Rights -of -Way, including, but not limited to, third -party use of the City's Rights -of -Way for telecommunications, fiber infrastructure, and fiber -based network deployment purposes, all of which include wired and/or wireless facilities; and (ii) the physical attachment of telecommunications, fiber infrastructure, and fiber -based network deployment facilities to the City's electric utility poles, dusk -to -dawn and/or street lighting and traffic signals. Discussion of these legal issues 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. C. ID 16-1556 Consultation with Attorneys -under Texas Government Code Section 551.071. Consult with City's attorneys regarding liability associated with valet parking services and give staff direction on permitting the same, where a public discussion of this legal matter would clearly conflict with the duty of the City's attorneys under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. D. ID 16-1559 Deliberations regarding Real Property -Under Texas Government Code, Section 551.072; and Consultation with Attorneys Under Texas Government Code, Section 551.071. Discuss, deliberate, receive information from staff and provide staff with direction pertaining to the potential disposal, exchange and/or sale of certain real property interests located in the David Hough Survey, Abstract Number 646, generally located in the 2100 block of South Mayhill Road, in the City of Denton, Denton County, Texas, being 4.936, 3.457, and 0.295 acre tracts of land. Consultation with the City's attorneys regarding legal issues associated with the potential disposal, exchange and/or sale involving the real property described above where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. (Mayhill Road Widening - Nelms/Greb Parcel M137_M138 & Quail Creek South, LP Parcel M236 dispositions) Regular Meeting of the City of Denton City Council at 6:30 p.m. in the Council Chambers at City Hall. 1. PLEDGE OF ALLEGIANCE The Council and members of the audience recited the Pledge of Allegiance to the U. S. and Texas flags. City of Denton City Council Minutes December 6, 2016 Page 4 2. PROCLAMATIONS/PRESENTATIONS A. ID 16-1492 Gold -Level Certified Scenic City Mayor Watts presented the proclamation for the Gold -Level Certified Scenic City. B. ID 16-1512 Police Appreciation Day Mayor Watts presented the proclamation for Police Appreciation Day. C. ID 16-1569 Presentation by the Denton Citizens Police Academy to Officer Shane Kizer. A presentation was made to Officer Shane Kiser by the Denton Citizens Police Academy for his involvement with the Citizens Police Academy. 3. PRESENTATION FROM MEMBERS OF THE PUBLIC A. Review of procedures for addressing the City Council. B. Receive Scheduled Citizen Reports from Members of the Public. 1. ID 16-1489 Deborah Armintor regarding citizen comments on sidewalks around the Courthouse. Ms. Armintor stated that she was going to comment on the City needing to work with the County on the sidewalk issue. However, after hearing the opening remarks, she now knows this has already been started. 2. ID 16-1494 Susan Vaughan regarding rebuilding the sidewalks around the Denton County Courthouse on the Square. Ms. Vaughan presented information on a fall that happened to her on a sidewalk around the County Courthouse. She requested someone determine who was responsible for the sidewalks around the Courthouse and that the City work with the County to determine who had responsibility of the sidewalks. 3. ID 16-1519 Craig Clifton regarding single room occupancy issues. Mr. Clifton spoke on the single room occupancy issue and proposed development. He reviewed the definition of an apartment as opposed to the definition of a dorm. He felt that the proposed development in the Fry Street area was not conducive to the area and should not be allowed. C. Additional Citizen Reports 1. Yvette Spicer - excited about the news about the sidewalks. City of Denton City Council Minutes December 6, 2016 Page 5 2. Willie Hudspeth - spoke about the Work Session and the lack of citizen participation during that session. Also spoke regarding the Closed Session and the individuals who attended those sessions. 4. CONSENT AGENDA Council Member Hawkins motioned, Council Member Gregory seconded to approve the Consent Agenda and accompanying ordinances and resolutions with the exception of Item CC. 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. 2016-366 A. ID 16-1331 Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and the Denton Black Chamber of Commerce for the payment and use of hotel tax revenue; and providing an effective date. Ordinance No. 2016-367 B. ID 16-1332 Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and the Denton Community Theatre, Inc. for the payment and use of hotel tax revenue; and providing an effective date. Ordinance No. 2016-368 C. ID 16-1334 Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and the Denton Chamber of Commerce (Convention and Visitors Bureau) providing for the payment and use of hotel tax revenue; and providing an effective date. Ordinance No. 2016-369 D. ID 16-1335 Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and Denton Dog Days, Inc. for the payment and use of hotel tax revenue; and providing an effective date. Ordinance No. 316-370 E. ID 16-1336 Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and the Denton Festival Foundation, Inc. for the payment and use of hotel tax revenue; and providing an effective date. Ordinance No. 2016-371 F. ID 16-1337 Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and the Denton Holiday Festival Association, Inc. for the payment and use of hotel tax revenue; and providing an effective date. City of Denton City Council Minutes December 6, 2016 Page 6 Ordinance No. 2016-372 G. ID 16-1338 Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and the Kiwanis Club of Denton, Breakfast, Denton, TX, for the payment and use of hotel tax revenue; and providing an effective date. Ordinance No. 2016-373 H. ID 16-1339 Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and the Denton Area Running Club for the payment and use of hotel tax revenue; and providing an effective date. Ordinance No. 2016-374 L ID 16-1340 Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and the Denton African American Scholarship Foundation, Inc. for the payment and use of hotel tax revenue; and providing an effective date. Ordinance No. 2016-375 J. ID 16-1341 Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and the Denton Community Market, Inc. for the payment and use of hotel tax revenue; and providing an effective date. Ordinance No. 2016-376 K. ID 16-1342 Consider adoption of an ordinance authorizing the City Manager to execute an interlocal agreement between the City of Denton and Denton County for the payment and use of hotel tax revenue in support of the Denton County Office of History and Culture; and providing an effective date. Ordinance No. 2016-377 L. ID 16-1344 Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and the Greater Denton Arts Council, Inc. for the payment and use of hotel tax revenue; and providing an effective date. Ordinance No. 2016-378 M. ID 16-1345 Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and the Central Business District Association, Inc., d/b/a Denton Main Street Association for the payment and use of hotel tax revenue; and providing an effective date. Ordinance No. 2016-379 N. ID 16-1346 Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and Music Theatre of Denton for the payment and use of hotel tax revenue; and providing an effective date. City of Denton City Council Minutes December 6, 2016 Page 7 Ordinance No. 2016-380 O. ID 16-1347 Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and the North Texas State Fair Association for the payment and use of hotel tax revenue; and providing an effective date. Ordinance No. 2016-381 P. ID 16-1348 Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and the Tejas Storytelling Association, Inc. for the payment and use of hotel tax revenue; and providing an effective date. Ordinance No. 2016-382 Q. ID 16-1349 Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and Texas Filmmakers' Corporation for the payment and use of hotel tax revenue; and providing an effective date. Ordinance No. 2016-383 R. ID 16-1486 Consider adoption of an ordinance of the City of Denton, Texas, authorizing an agreement between the City of Denton, Texas and the Children's Advocacy Center for Denton County, Incorporated for providing aid to the City of Denton Police Department; in the investigation of child abuse cases; providing client and clinical services to victims of child abuse and non -offending family members; providing for the expenditure of funds in the amount of $102,862 therefor; and providing for an effective date. Ordinance No. 2016-384 S. ID 16-1490 Consider adoption of an ordinance of the City of Denton, Texas prohibiting parking on opposite sides of McCormick Street from Underwood Street to Margie Street; providing a repealer clause; providing a savings clause; providing for a penalty not to exceed $500 for violations of this ordinance; providing that violations of this ordinance shall be governed by Chapter 18 of the Code of Ordinances of the City of Denton; and providing for an effective date. The Traffic Safety Commission recommends Option 1 (5-0). Ordinance No. 2016-385 T. ID 16-1491 Consider adoption of an ordinance of the City of Denton, Texas amending the Fiscal Year 2016-17 Budget and Annual Program of Services of the City of Denton to allow for adjustments to the Tourist and Convention Fund of one hundred fifty six thousand seven hundred and twenty dollars ($156,720); declaring a municipal purpose; providing a severability clause; providing an open meetings clause; and providing for an effective date. City of Denton City Council Minutes December 6, 2016 Page 8 Ordinance No. 2016-386 U. ID 16-1503 Consider adoption of an ordinance authorizing the City Manager of the City of Denton, Texas ("City") to execute, for and on behalf of the City, an Easement Purchase and Abandonment Agreement ("Agreement"), for the purchase price of Nineteen Thousand Four Hundred Dollars and No Cents ($19,400.00), and other consideration, as prescribed in the Agreement, as attached to the ordinance and made a part thereof as Exhibit "A", by and between the City and Mohamad R. Haghighi and Soraya Irannejad, providing for (a) the purchase by the City of (i) a Sanitary Sewer Easement, encumbering a 0.1105 acre tract, being more particularly described in the Sanitary Sewer Easement, being attached to and made a part of the Agreement; and (ii) a Temporary Construction Easement encumbering 0.0403 acre tract of land, being more particularly described in the Temporary Construction Easement, being attached to and made a part of the Agreement; (b) the Partial Abandonment and Release by the City of a portion of that certain water and sanitary sewer easement, dated February 12, 1960, from Dwight L. Archer, Jr. and Duane H. Archer to the City, recorded in Volume 454, Page 6, Deed Records, Denton County, Texas; and (c) the Complete Abandonment and Release of (i) that certain water and sanitary sewer easement, dated February 12, 1960, from Ravanelle McMahan to the City, recorded in Volume 454, Page 1, Deed Records, Denton County, Texas; (ii) that certain water and sanitary sewer easement, dated February 18, 1960, from Herbert Cottle and wife, Fae Cottle to the City, recorded in Volume 454, Page 117, Deed Records, Denton County, Texas; (iii) that water and sanitary sewer easement, dated February 12, 1960, from Ruth Rich to the City, recorded in Volume 454, Page 3, Deed Records, Denton County, Texas; and (iv) that certain public utility easement dated April 5, 1974, from Joe Belew and Terry Schneider to the City, recorded in Volume 702, Page 243, Deed Records, Denton County, Texas; all tracts of real property being in the William Daniel Survey, Abstract No. 378, generally located in the 2300 block of Fort Worth Drive; authorizing the expenditure of funds; providing a savings clause; and providing an effective date. (Fort Worth Drive Utility Relocations Project - Parcel 12E) Ordinance No. 2016-387 V. ID 16-1508 Consider adoption of an ordinance authorizing the City Manager of the City of Denton, Texas ("City") to execute, for and on behalf of the City, an Easement Purchase and Abandonment agreement ("Agreement"), as attached to the ordinance and made a part thereof as Exhibit "A", for the purchase price of Twelve Thousand Three Hundred Fifty Dollars and No Cents ($12,350.00), and other consideration, as prescribed in the Agreement by and between the City and Regi Investments, Inc., providing for (A) the granting to the City of (i) a sanitary sewer easement, encumbering a 0.0066 acre tract of land, a 0.0218 acre tract of land, and a 0. 13 18 acre tract of land, all being more particularly described in the Sanitary Sewer Easement, being attached to and made a part of the Agreement; and (ii) a temporary construction easement, encumbering 0.0066 acre of land, being more particularly described in the Temporary Construction Easement, being attached to and made a part of the Agreement; and (b) the Partial Abandonment and Release ("Release") by the City of a 0.11 acre portion of that certain sanitary sewer easement, dated November 26, 1956, from R.M. Dobbins and wife, Maude Dobbins to the City, City of Denton City Council Minutes December 6, 2016 Page 9 recorded in Volume 427, Page 441, Deed Records, Denton County, Texas; all tracts of real property being in the William Daniel Survey, Abstract No. 378, generally located in the 2200 block of Fort Worth Drive; authorizing the expenditure of funds, providing a savings clause; and providing an effective date. (Fort Worth Drive Utility Relocations Project - Parcel 12W) Resolution No. R2016-042 W. ID 16-1514 Consider approval of a resolution of the City Council of the City of Denton, Texas, appointing a Primary and Alternate Member as official voting representatives to the North Central Texas Council of Governments Regional Transportation Council (Hereinafter "RTC"); and providing an effective date. The Mobility Committee recommends approval (3-0). Ordinance No. 2016-388 X. ID 16-1515 Consider adoption of an ordinance of the City of Denton, Texas, amending the provisions of Chapter 18 relating to Motor Vehicles and Traffic by adding Section 18-91.50 to prohibit stopping or parking of vehicles in certain places: providing a savings clause; providing for a penalty not to exceed $500 for violations of this ordinance: and providing for an effective date. The Traffic Safety Commission recommends approval (5-0). Ordinance No. 2016-389 Y. ID 16-1520 Consider adoption of an ordinance authorizing the City Manager to execute a professional services agreement for Pipeline Inspection and Condition Assessment at the Lake Lewisville Water Treatment Plant; providing for the expenditure of funds therefor; and providing an effective date (File 6281 -awarded to Pure Technologies U.S. Inc. in an amount not -to -exceed $592,740). The Public Utilities Board recommends approval (6-0). Ordinance No. 2016-390 Z. ID 16-1521 Consider adoption of an ordinance authorizing the City Manager to execute a professional services agreement for Bond Counsel Services for the City of Denton; providing for the expenditure of funds therefor; and providing an effective date (File 6254 -awarded to McCall, Parkhurst and Horton, LLP ("MPH"). The Audit/Finance Committee recommends approval (3-0). Ordinance No. 2016-391 AA. ID 16-1523 Consider adoption of an ordinance authorizing the City Manager to execute a consulting services agreement for Financial Advisory, Arbitrage Rebate and Continuing Disclosure Services for the City of Denton; providing for the expenditure of funds therefor; and providing an effective date (File 6228 -awarded to FirstSouthwest, a Division of Hilltop Securities Inc. and FSC Continuing Disclosure Services, a Division of Hilltop Securities Inc., hereinafter called "Hilltop Securities" and affiliate, First Southwest Asset Management, LLC). The Audit/Finance Committee recommends approval (3-0). City of Denton City Council Minutes December 6, 2016 Page 10 Ordinance No. 2016-392 BB. ID 16-1526 Consider adoption of an ordinance closing, abandoning and vacating the right of way of Gary Street, conveyed in Volume 66 Page 623, Deed Records, Denton County, Texas, and located in the B.B.B. & C.R.R. Survey, Abstract No. 185, to accommodate construction by the Denton Independent School District; and declaring an effective date. [Abandonment of Gary Street - situated between North Locust and North Elm Street - DISD Administration facility expansion] This item was not considered. CC. ID 16-1531 Consider adoption of an ordinance of the City of Denton, Texas, amending Ordinance No. 2015-306 to prescribe updated titles and number of positions for certain classifications of Fire Department personnel; providing repealer, cumulative and severability clauses; and declaring an effective date. Ordinance No. 2016-393 DD. ID 16-1573 Consider adoption of an ordinance of the City of Denton, Texas, amending Ordinance No. 2015-230 to prescribe updated titles and number of positions for certain classifications of Police Department personnel; providing repealer, cumulative and severability clauses; and declaring an effective date. 5. ITEMS FOR INDIVIDUAL CONSIDERATION A. ID 16-1459 Consider a nomination to the City's Economic Development Partnership Board. Caroline Booth, Director of Economic Development, stated that a Nominating Committee had been appointed to determine an appointment for the unexpired term of a top 20 taxpayer. The Committee members recommended Steven Edgar for that unexpired term. Council Member Hawkins motioned, Council Member Gregory seconded to approve the nomination. 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. 2016-394 B. ID 16-1485 Consider adoption of an ordinance of the City of Denton, Texas amending Section 18-38 of the Code of Ordinances relating to the use of wireless communication devices while driving to prohibit the use of wireless communication devices while operating a motor vehicle; providing a repealer clause; providing for a penalty as a Class C Misdemeanor for violations of this ordinance; and providing for an effective date. Traffic Safety Commission recommends approval (5-0). Lee Howell, Police Chief, presented the background information on this item, indicated that the proposed ordinance had been rewritten based on prior discussion with Council. The existing ordinance was modified to allow for hands free devices. City of Denton City Council Minutes December 6, 2016 Page 11 Council discussed that the proposed ordinance would provide a method of enforcement easier with the proposed ordinance; whether it would be allowed to initiate or terminate a voice telephone call as the wording was not consistent; confusion on stopped vehicles versus not stopped vehicles; whether the ordinance applied to all roadways including county and state roadways; and automatic review clause of the ordinance. The following individuals submitted Speaker Cards: Christa DeLucca - in favor James Shaffer - in favor Susan Vaughn - in favor Willie Hudspeth - in favor Michael Hennen - in favor Deb Armintor - in favor Council discussed whether to prohibit ending or accepting a call while driving; including a review of the ordinance after a period of time; and amending the definition of public roadways within the City. Council Member Wazny 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", and Mayor Watts "aye". Council Member Bagheri "nay". Motion carried. C. ID 16-1558 Consider approval of a resolution of the City of Denton, Texas, adopting the City of Denton's 2017 State Legislative Program for the 85th Texas Legislature; and providing an effective date. Lindsey Baker, Intergovernmental Relations/PIO Officer, presented the details of the program that included the makeup of the Texas legislature; purpose of the legislative program; priority legislative issues; general legislative agenda; and proposed policy statement changes. Council discussion centered on how to take an active step regarding HB 40 instead of just making a position statement. Mayor Pro Tem Roden motioned, Council Member Wazny seconded to postpone consideration of the item to the December 13th agenda with a Work Session item and an action item to be placed on that agenda. 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. PUBLIC HEARINGS A. Z16 -0007a Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, amending Subchapter 35.7.5, the Fry Street Overlay District, to create a new subarea and development standards for a mixed use development on City of Denton City Council Minutes December 6, 2016 Page 12 approximately 1.75 acres of land, generally located north of Hickory Street, south of Oak Street, approximately 200 feet east of Avenue B and approximately 125 feet west of Fry Street, in the City of Denton, Denton County, Texas; providing for a penalty in the maximum amount of $2,000.00 for violations thereof, providing a severability clause and an effective date. The Planning and Zoning Commission recommends denial (4-1). A supermajority vote by Council is required for approval. Ron Menguita, Long Range Planning Administrator, presented the details of the proposal which was a request to amend the Fry Street Overlay District. He reviewed the boundaries of the Fry Street Overlay District and the current Subarea B of the district. Subarea C was proposed with development standards for a five story mixed use development. The background of the proposal; the development standards for the proposal as compared to the current standards for Subarea A and Subarea B; parking requirements; and considerations for Council deliberation were presented. The Planning and Zoning Commission recommended denial. Staff was also recommending denial. Council discussed whether there were any requirements to have businesses fronting Hickory Street; whether there was a curb cut on Hickory and associated fire lane; what differences the proposal had with the Denton Plan 2030; and whether the project was too large for the site. The Mayor opened the public hearing. The following individuals spoke during the public hearing: Robert Baldwin, applicant, spoke in favor. Council discussed with Mr. Baldwin the amount of retail/restaurant that would be eliminated with this proposal; solid waste concerns on how the collection would be made; and parking requirements. Gina Andrews - in favor Elaine Davis - opposed Bret Erskin- in favor Allen Feltman — in favor Kim McKibben — opposed Kale Ward — in favor Comment cards were submitted by: Chris Cullen — opposed Mark Davis — opposed Pam Chittender — opposed Christopher Mullen — opposed C. B. Brammer — opposed Vicki Morrison — opposed Brian Morrison — opposed Christopher Petersen — opposed City of Denton City Council Minutes December 6, 2016 Page 13 Laurie Weller — opposed Alexis Sherwood — opposed Esther Rodriguez -Phelps — opposed Makenzie Ross — opposed Katie Chapman — opposed Gary Washmore — in favor Anita Clearman — in favor Catherine Reid — in favor Jimmy Evans — in favor Patricia Amaku — in favor Martice McNeil — in favor Joni Young — in favor Aaron Richardson — in favor Jeramie Scott — in favor Paul Meltzer — in favor Jay West, representing the developer, stated in rebuttal that this was not an SRO project in a negative sense. Council discussed with Mr. West the economics of the project such as lowering the amount of bedrooms to make it more compatible with the neighborhood. Tom Nelson — opposed Willie Hudspeth — opposed Mr. Baldwin stated that it would be acceptable to delay the Council decision to allow for adjustments to the project. The Mayor closed the public hearing. Council Member Bagheri stated she would be in favor of the project if the overflow parking were amended with UNT and a solid waste solution were proposed. Council Member Hawkins stated that he was concerned about the size of the project for the space. Council Member Wazny stated that she was not in favor of the project as it was not a good fit with the neighborhood. Mayor Pro Tem Roden felt that the Fry Street overlay should be determined by business/residents in that area. Council Member Gregory stated that his opposition was the scope and scale of the proposal. A revision more sensitive to the area would be more acceptable to him. Mayor Watts stated that he was not in agreement with the scale of the project for the site and the current configuration. City of Denton City Council Minutes December 6, 2016 Page 14 Council Member Gregory motioned to deny without prejudice. City Attorney Burgess noted that a problem with denial without prejudice was that the developer could not act on the proposal. Her suggestion would be to continue to another date. Council Member Gregory withdrew his motion. Council Member Bagheri motioned, Mayor Pro Tem Roden seconded to postpone consideration for six months from the date of this meeting. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Hawkins "aye", Council Member Gregory "aye", and Council Member Bagheri "aye". Council Member Wazny "nay", Council Member Briggs "nay", and Mayor Watts "nay". Motion carried with a 4-3 vote. 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. Council Member Briggs requested a staff report from the Urban Forester regarding the types and sizes of trees that would be lost with the Spencer Substation. Mayor Pro Tem Roden requested budget implications involved if the tax freeze petition was approved. Mayor Pro Tem Roden requested information on parking requirements in dense areas. Council Member Bagheri requested a discussion regarding what could be added to the Charter Review Committee charge. Specifically a discussion on the amount of ROI that comes to the city budget. Council Member Gregory asked for an update on progress with the County agreement for the Courthouse sidewalks at the first meeting in February. Mayor Watts requested a discussion regarding pensions in general for city employees. B. Possible Continuation of Closed Meeting topics, above posted. City of Denton City Council Minutes December 6, 2016 Page 15 There was no continuation of the Closed Meeting. With no further business, the meeting was adjourned at 10:25 p.m. CHRIS WATTS MAYOR CITY OF DENTON, TEXAS JANE RICHARDSON ASSISTANT CITY SECRETARY CITY OF DENTON, TEXAS JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON CITY COUNCIL MINUTES December 13, 2016 After determining that a quorum was present, the City Council convened in a Work Session on Tuesday, December 13, 2016 at 1:00 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. 1. Citizen Comments on Consent Agenda Items Willie Hudspeth, 623 Newton, stated that there was not enough time to address each item on the consent agenda and not enough room for anyone to sit through these meetings. Greg Paulus, 503 Fulton, spoke regarding the rental inspection program. 2. Requests for clarification of agenda items listed on the agenda for December 13, 2016. Staff responded to Council requests for clarification of the following items: Council Member Hawkins — Consent Agenda Item U. Robin Paulsgrove, Fire Chief, provided a spreadsheet and clarification on the fire station projects, including financing. Council discussed looking at lower costs than $400 a square foot; that the proposals could be rejected; requested staff to draft a white paper report that showed some kind of history on how the process got to this point; and what kind of delay would occur if the proposals were rejected. Council also noted that these facilities had not been updated in a while; what could be removed from the project to lower the cost; consider removing the LEED certification; and whether there was a cost to re -design the plans. Staff noted that there would be a cost to re -design the plans and that money for LEED certification had already been spent in the design of the project. This type of policy discussion might be better served on the Station 3 design. Consensus of the Council was to move forward with the project. 3. Work Session Reports A. ID 16-1272 Receive a report, hold a discussion, and give staff direction on a rental inspection program. Lancine Bentley, Community Improvement Services Manager, provided information on rental programs in other Metroplex cities and Texas college towns and also information on residential City of Denton City Council Minutes December 13, 2016 Page 2 programs. Residential Program Best Practices were reviewed along with Denton's Rental Inspection Program information. Denton's Rental Inspection Program results were presented. Council discussed exploring an education component of the program; having something in place for single family home rentals; providing rental information on the City's website; whether another set of regulations was really needed; and the differences between rental of residential and commercial property. B. ID 16-1461 Receive a report, hold a discussion, and give staff direction regarding valet parking in the Downtown area. Caroline Booth, Director of Economic Development, reviewed the terms of the temporary arrangement for valet service for Queenie's Steakhouse. Current considerations included a desire to enable businesses to provide valet services to their patrons; inquiries from another entity regarding a "shared valet" concept downtown; legal risks to continuing without an ordinance; and effects of a valet ordinance on overall downtown mobility and parking. She noted that Development Services would be conducting a comprehensive downtown parking study with an interdepartmental downtown parking working group convened to support the study. She noted the options to consider with the valet parking issue. Council Member Wazny stated that she would like to wait for the comprehensive parking study and until the study was completed would like to see a prohibition effective January 1, 2017 which would remain in place until a valet parking ordinance was in place. City Attorney Burgess stated that there was an ordinance on the agenda effective January 2, 2017. Council Member Gregory asked if the ordinance applied to just the downtown area. City Attorney Burgess replied correct with an exemption for the universities which would still allow for valet parking on private property. C. ID 16-1538 Receive a report, hold a discussion, and give direction to staff and Waters & Company on the City Auditor interview process. Carla Romine, Director of Human Resources, stated that Waters and Company needed direction on how Council wanted to proceed with the City Auditor interview process. Council Member Wazny felt that the City Manager should not be involved in this process based on the City Charter. Miguel Ozuna with Waters & Company presented information on a possible procedure for the interview process. Council discussed whether to have feedback from the new City Manager. Consensus was that feedback from the new City Manager would be acceptable. Council also agreed not to have a City of Denton City Council Minutes December 13, 2016 Page 3 survey with this process and discussed a proposed timeline. It was noted that a reception with department heads and the City Council was included. Romine indicated that the interview process could be scheduled for either the week of January 10th or January 24th. Consensus was that the week of January 10th would be best with a reception to be held on January 9th and interviews on January 10th. D. ID 16-1603 Receive a report, hold a discussion, and give staff direction regarding the City of Denton's 2017 State Legislative Program for the 85th Texas Legislature. Lindsey Baker, Intergovernmental Relations/Public Information Officer, stated that the purpose of the legislative program was that it served as a policy document of the City Council; provided a clear and pre -vetted position statement on a wide range of potential legislative initiatives; and allowed staff to move quickly on proposed legislation. She reviewed the development of the legislative program. She stated that the top legislative priorities were protection of revenue sources and budget setting authority, protection of land use regulations and authority, and preservation of DME as community owned and operated. Council Member Bagheri asked when the legislative program was created in the current format. John Cabrales, Assistant City Manager, stated it was probably around 2007. Baker reviewed the proposed policy statements. 1. Oppose legislation that would erode local control of existing authority and regulations of gas well operations as articulated in HB 40. Council discussed whether to oppose HB40 directly. General consensus of Council was to remove statement 1 and add the following statement - Support legislation that would enhance local regulations related to oil and gas operations. 2. Oppose legislation that will restrict MOUs from building transmission infrastructure outside their service area. 3. Support legislation that would protect the ability of the City to be adequately compensated for any use of its rights-of-way. 4. Oppose legislation that would erode the City's authority over the management and control of its rights-of-way. 5. Oppose any legislation that would erode the City's authority to require utility companies to pay the costs of relocating their facilities in a timely manner as required by current law. 6. Support legislation that would include solid waste collection vehicles, as well as other municipal utility vehicles, into the current Texas Move Over Law. 7. Support legislation that would clarify regulations related to open carry in municipally owned facilities that are contractually operated by non-profit or private entities. City of Denton City Council Minutes December 13, 2016 Page 4 8. Support legislation that would clarify where open carry is prohibited in a municipally owned court office building. 9. Support legislation that would provide a statewide ban on the use of hand-held devices while operating a vehicle, provided more stringent city ordinances are not preempted. 10. Oppose legislation that would prohibit use of Association Business Leave by authorized Public Safety Association members, as provided in existing meet and confer agreements. 11. Oppose legislation that would increase state regulation of local ballot language. Council Member Gregory stated that he would like an item added - oppose legislation that would restrict a municipal government's ability to regulate short-term lodging rentals in their online listing platforms. General consensus of Council was that this needed to be included in the legislative program. Council discussed how to show their support or non-support of items in the legislative program. It was decided to show some statements separately and the Council could vote on them separately. Council Member Bagheri stated that she would like to include something in the program regarding the City's ability to negotiate contracts for lower prices. Baker stated that they needed to research this item in more detail before they could add a statement to the program. Baker stated that she could bring more information for Council on the January 10th meeting with a resolution for consideration. Baker stated that staff had proposed the following — seek introduction and passage of legislation that would amend the Tax Code by adding the City of Denton to the bracketed list of municipalities authorized to utilize Hotel Occupancy Tax (HOT) funds for enhancement and upgrading of city -owned and existing sports facilities or fields, which would provide significant economic benefit to the community. Council Members Briggs, Gregory, Wazny, Hawkins, Roden, and Bagheri expressed support for this proposal. Following the completion of the Work Session, the City Council convened in a Closed Meeting at 5:17 p.m. to consider specific items listed below under the Closed Meeting section of this agenda. Closed Meeting: A. ID 16-1535 Deliberations regarding a Personnel Matter - 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 Auditor and consultation, deliberation and receipt of information from the City attorneys involving legal matters relating to employment law and City of Denton City Council Minutes December 13, 2016 Page 5 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. B. ID 16-1408 Deliberations Regarding Certain Public Power Utilities: Competitive Matters - Under Texas Government Code Section 551.086. Receive a presentation from staff regarding public power competitive and financial matters pertaining to plans, strategies, opportunities, and developments for generation improvements to the City's electric system; discuss and deliberate strategies regarding same; discuss and deliberate opportunities and strategies for the City to enter into an agreement for Owner's Engineer services in order to provide project oversight services for the Denton Energy Center Project. Take final action on an Owner's Engineer services agreement with Leidos Engineering, LLC. C. ID 16-1511 Consultation with Attorneys -Under Texas Government Code Section 551.071. Consult with the City's Attorneys on the status and strategy of litigation styled Aguinada, et al. v. City of Denton, Texas, Cause No. 2012-50944-367, currently pending in the 442nd District Court, Denton County, Texas. D. ID 16-1554 Consultation with Attorneys - Under Texas Government Code, Section 551.071; Deliberations regarding Economic Development Negotiations - Under Texas Government Code, Section 551.087. Receive a report and hold a discussion regarding legal issues and economic development issues regarding economic development incentives and legal land use concerns for a business prospective in the Cole Ranch Development. This discussion shall include commercial and financial information the City Council may receive from the business owners which the City seeks to have locate, stay, or expand in or near the territory of the City, and with which the City Council is conducting economic development negotiations, including the offer of financial or other incentives. Also hold a discussion with the City's attorneys on the referenced topic where the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with the provisions of the Texas Open Meetings Act, Chapter 551 of the Texas Government Code. E. ID 16-1575 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; 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 City of Denton City Council Minutes December 13, 2016 Page 6 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] Following the completion of the Closed Meeting, the City Council convened in a Special Called Meeting at 7:47 p.m. 1. CONSENT AGENDA Council Member Hawkins motioned, Mayor Pro Tem Roden seconded to approve the Consent Agenda and accompanying ordinances and resolutions. 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. 2016-395 A. ID 16-1561 Consider adoption of an ordinance of the City of Denton, Texas to declare the intent to reimburse capital program expenditures of the General Government ($5,415,000) with Tax Preferred Obligations (General Obligation Bonds) with an aggregate maximum principal amount equal to $5,415,000; and providing an effective date. Ordinance No. 2016-396 B. ID 16-1273 Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager, or his designee, to execute a Contract of Sale by and between Epic Development, Inc., a Delaware corporation ("Owner") and the City of Denton, Texas ("Buyer"), regarding the sale and purchase of fee simple to an approximately 5.782 acre tract, more or less, situated in the J. White Survey, Abstract No. 1433, Denton County, Texas (the "Property Interest"), for the purchase price of Three Hundred Thirty Nine Thousand Seven Hundred Sixty Eight Dollars and No/100 ($339,768.00), and other consideration, as prescribed in the Contract of Sale; authorizing the expenditure of funds therefor; and providing an effective date (Denton Fire Station No. 8 - 3100 Block of Colorado Boulevard) Ordinance No. 2016-397 C. ID 16-1517 Consider adoption of an ordinance authorizing the City Manager to execute a Cooperative Purchasing Program Agreement with the National Association of State Procurement Officials (NASPO) under Section 791.001 of the State of Texas Government Code, and to authorize the City of Denton to participate in Contract# SW300 for the purchase of Automatic External Defibrillators for the City of Denton Fire department; and providing an effective date (File 6290 -awarded to Physio -Control, Inc. in the three (3) year not -to exceed amount of $576,600). City of Denton City Council Minutes December 13, 2016 Page 7 Ordinance No. 2016-398 D. ID 16-1525 Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the purchase of work wear for City of Denton employees to be stocked in the City of Denton Distribution Center; providing for the expenditure of funds therefor; and providing an effective date (RFP 6142 -awarded to multiple vendors in the three (3) year not -to -exceed amount of $908,063). Ordinance No. 2016-399 E. ID 16-1528 Consider adoption of an ordinance of the City of Denton, Texas, authorizing the City Manager, or his designee, to execute an Agreement, as attached to the ordinance and made a part thereof as Exhibit "A", by and between the Upper Trinity River Water Management District (the "District") and the City of Denton (the "City"), regarding authorizing the District to acquire certain utility easements through eminent domain for relocation of District and City utilities as required by the Texas Department of Transportation's (TxDOT's) roadway widening improvements to FM 2181 (Teasley Lane), between FM 2499 and Lillian Miller Parkway and within the City of Denton; sharing use of certain City and District utility easements; and authorizing the City Manager, or his designee, to execute and deliver any and all other documents required to implement the Agreement. Ordinance No. 2016-400 F. ID 16-1532 Consider adoption of an ordinance of the City of Denton, Texas approving and authorizing the City Manager to execute an Interlocal Cooperation Agreement between the City of Denton and Denton County for Ambulance Services and declaring an effective date. Ordinance No. 2016-401 G. ID 16-1533 Consider adoption of an ordinance of the City of Denton, Texas approving and authorizing the City Manager to execute an Interlocal Cooperation Agreement between the City of Denton and Denton County for Fire Protection Services; and declaring an effective date. Ordinance No. 2016-402 H. ID 16-1542 Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a contract through the State of Texas for the purchase of traffic signal radar vehicle/pedestrian detection systems for the City of Denton Traffic Department as awarded by the State of Texas Contract 550-A2; and providing an effective date (File 5265 -awarded to Twincrest Technologies in the three (3) year not -to -exceed amount of $1,200,000). Ordinance No. 2016-403 L ID 16-1543 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 Contract Number 491-15 for the acquisition one (1) Pierce Velocity Pumper Engine and one (1) Pierce Velocity Aerial HA Ladder (Quint) Truck for the City of Denton Fire Department; and providing an effective City of Denton City Council Minutes December 13, 2016 Page 8 date (File 6309 -awarded to Siddons-Martin Emergency Group, LLC in the not -to - exceed amount of $1,985,330.24). Ordinance No. 2016-404 ID 16-1544 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 Contract Number 424-13 for the acquisition three (3) excavators and one (1) telehandler for the City of Denton Water Distribution and Water Production Departments; and providing an effective date (File 6284 -awarded to Kirby Smith Machinery, Inc. in the not -to -exceed amount of $461,590). Ordinance No. 2016-405 K. ID 16-1545 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 Contract Number 430-13 for the acquisition of five (5) dump trucks, one (1) haul truck and eight (8) refuse trucks for various City of Denton Departments; and providing an effective date (File 6310 -awarded to Rush Truck Center, Crane in the not -to -exceed amount of $2,203,790). Ordinance No. 2016-406 L. ID 16-1546 Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a contract through the Houston -Galveston Area Council of Governments (H -GAC) Cooperative Purchasing Program for the acquisition of one (1) wheel loader for the City of Denton Beneficial Reuse department; and providing an effective date (File 6307 -awarded to Romco Equipment Co. in the not -to -exceed amount of $356,299). Ordinance No. 2016-407 M. ID 16-1547 Consider adoption of an ordinance authorizing the City Manager to execute a professional services agreement for Medical Control Services for the Fire Department, and providing an effective date (File 6253 -awarded to Questcare Medical Services, PLLC in the three (3) year not -to -exceed amount of $218,925). Ordinance No. 2016-408 N. ID 16-1548 Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to execute a First Amendment to a Professional Services Agreement for the City of Denton Land Development Code Update, by and between Clarion Associates, LLC and the City of Denton, Texas; providing for the expenditure of funds therefor; and providing an effective date (File 5053 in the additional amount not -to -exceed $190,230; aggregating a total not -to -exceed $290,107.35). Ordinance No. 2016-409 O. ID 16-1549 Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving a three (3) year agreement for digital content provided through hoopla service, for the City of Denton Library System City of Denton City Council Minutes December 13, 2016 Page 9 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 5398 awarded to Midwest Tape in the three (3) year not -to -exceed amount of $140,000). Ordinance No. 2016-410 P. ID 16-1550 Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving the expenditure of funds for the purchase of traffic signal head light -emitting -diode (LED) indications and pedestrian LED indications, for the City of Denton Traffic 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 the requirements of competitive bidding; and providing an effective date (File 6269 awarded to Dynamic Vision Co. in the annual estimated amount of $125,000 for a three (3) year not to exceed amount of $375,000). Ordinance No. 2016-411 Q. ID 16-1551 Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving the expenditure of funds for the purchase of one (1) bucket truck for the City of Denton Electric Distribution Department, which is available from only one source and in accordance with Chapter 252.022 of the Texas Local Government Code such purchases are exempt from the requirements of competitive bidding; and providing an effective date (File 6308 awarded to Altec Industries, Inc. in the amount of $226,858). Ordinance No. 2016-412 R. ID 16-1552 Consider adoption of an ordinance of the City of Denton, Texas authorizing the approval of a Second Amendment to a contract with Clear Risk, Inc. for Claims Management Software and Services 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 5452 -providing for an additional three (3) year expenditure amount of $49,500 for a total contract award not -to -exceed $99,000). Ordinance No. 2016-413 S. ID 16-1553 Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the purchase of communication supplies including cabling sensors, wire, brackets, and accessories, for the City of Denton Electric Communications Department to be stocked in the City of Denton Distribution Center; providing for the expenditure of funds therefor; and providing an effective date (RFP 6163 -awarded to Anixter, Inc. in the three (3) year not -to -exceed amount of $100,000 and Communications and Electrical Supplies, Inc. (CESI) in the three (3) year not -to -exceed amount of $400,000 for a total not -to -exceed amount of $500,000). City of Denton City Council Minutes December 13, 2016 Page 10 Ordinance No. 2016-414 T. ID 16-1557 Consider adoption of an ordinance accepting competitive bids by way of a Cooperative Purchasing Program Participation Agreement with Collin County under section 271.102 of the local government code, for the purchase of crack sealing services for the City of Denton Street department; providing for the expenditure of funds therefor; and providing an effective date (File 6036 -awarded to Curtco, Inc. in the unit price amount of $1.70 per pound for a not -to -exceed amount of $250,000). Ordinance No. 2016-415 U. ID 16-1560 Consider adoption of an ordinance accepting competitive proposals and awarding a public works contract for the construction of the Fire Station 4 to be located at the corner of Sherman Drive and Kings Row, Denton, Texas; providing for the expenditure of funds therefor; and providing an effective date (RFP 6262 - awarded to Ratliff Constructors, LP in the amount of $4,814,000). Ordinance No. 2016-416 V. ID 16-1565 Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving the purchase of Excess Workers' Compensation Insurance Coverage for the City of Denton, through the City's sole broker of record, McGriff, Seibels, and Williams of Texas, Inc., and in accordance with Chapter 252.024 of the Texas Local Government Code such coverage is exempt from the requirements of competitive bidding; and providing an effective date (File 6311 awarded to Midwest Employers Casualty Company at a rate of $0.1599 per $100 of payroll in the estimated one (1) year amount of $154,142 and a three (3) year estimated not -to -exceed amount of $486,000). Ordinance No. 2016-417 W. ID 16-1567 Consider adoption of an ordinance accepting competitive proposals and awarding a public works contract for the site demolition of the building located at 301 East McKinney, Denton, Texas; providing for the expenditure of funds therefor; and providing an effective date (RFP 6273 -awarded to Lloyd D. Neighbors Demolition, LLC in the amount of $176,500). Approved the minutes noted below. X. ID 16-1582 Consider approval of the minutes of September 20 and September 27, 2016. Ordinance No. 2016-418 Y. ID 16-1588 Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving the expenditure of funds for the purchase of two (2) underground cable pullers for the City of Denton Electric Distribution 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 the requirements of competitive bidding; and providing an effective date (File 6312 awarded to Sherman and Reilly, Inc. in the amount of $180,196.30). City of Denton City Council Minutes December 13, 2016 Page 11 Ordinance No. 2016-419 Z. ID 16-1593 Consider adoption of an ordinance of the City of Denton, Texas, correcting a clerical error by repealing Ordinance No. 2016-356, which was executed and sealed in error, and replacing it with ordinance language previously considered and approved by the City Council on November 8, 2016, which: (1) approved an agreement between the City of Denton, Texas and Denton Community Market, Inc.; (2) authorized the expenditure of funds therefor; and (3) provided for an effective date. Ordinance No. 2016-420 AA. ID 16-1594 Consider adoption of an ordinance of the City of Denton, Texas, authorizing the City Manager, or his designee, to execute an Agreement, as attached to the ordinance and made a part thereof as Exhibit "A", by and between the Texas Department of Transportation ("TxDOT") and the City of Denton (the "City"), regarding the City accepting funding from TxDOT to widen and improve as much of McKinney Street (a former TxDOT roadway which has been transferred to the City), between Woodrow Lane and just east of Ryan High School, as possible with the funding being provided and in accordance with the terms of the Agreement; and authorizing the City Manager, or his designee, to execute and deliver any and all other documents required to implement the Agreement. Approval of the ratification of a member to the Civil Service Commission BB. ID 16-1595 Consider ratification of the re -appointment by the City Manager of Darhyl Ramsey to the Civil Service Commission. Ordinance No. 2016-421 CC. ID 16-1597 Consider adoption of an ordinance of the City of Denton, Texas, amending Ordinance No. 2015-306 to prescribe updated titles and number of positions for certain classifications of Fire Department personnel; providing repealer, cumulative and severability clauses; and declaring an effective date. Ordinance No. 2016-422 DD. ID 16-1598 Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager, or his designee, to execute a Real Estate Sales Contract, as attached thereto and made a part thereof as Exhibit "A", by and between SLF II Cole Property, L.P., a Texas limited partnership (the "Seller"), and the City of Denton, Texas, (the "Purchaser"), regarding the sale and purchase of fee simple to a 29.444 acre tract, more or less, situated in the J. McDonald Survey, Abstract 873, Denton County, Texas, as more particularly described in the Real Estate Sales Contract, generally located and adjacent to the southwest boundaries of the City of Denton Enterprise Airport property (the "Property Interests"), for the purchase price of Three Hundred Fifty Thousand Dollars and No Cents ($350,000.00), and other consideration, as prescribed in the Real Estate Sales Contract; authorizing the expenditure of funds therefor; and providing an effective date. (Denton Enterprise Airport - West Parallel Runway project - South End Runway Protection Zone (SLF II Cole Properties, L.P.)) City of Denton City Council Minutes December 13, 2016 Page 12 Ordinance No. 2016-423 EE. ID 16-1601 Consider the adoption of an ordinance amending the Code of Ordinances of the City of Denton by adding a new Division 4 "Valet Parking" to Article IV "Stopping, Standing, and Parking" of Chapter 18 "Motor Vehicles and Traffic" in order to prohibit valet parking in the City of Denton Downtown Implementation Area (DTIP); providing exceptions; providing for conflicts, severability, and penalty clauses; and providing for an effective date. 2. ITEMS FOR INDIVIDUAL CONSIDERATION Resolution No. R2016-043 A. ID 16-1602 Consider approval of a resolution of the City of Denton, Texas, adopting the City of Denton's 2017 State Legislative Program for the 85th Texas Legislature; and providing an effective date. Lindsey Baker, Intergovernmental Relations/Public Information Officer, provided the Council an updated Legislative Program. She stated that this statement had been added on page 12 - Support legislation that would enhance local regulations related to oil and gas operations. She stated that she had also handed out a sheet with the three additional position statements they had asked for. Willie Hudspeth did not speak. Paul Metzler, 1914 W. Oak Street, spoke regarding HB40. Council Member Gregory motioned, Council Member Wazny seconded to approve the resolution and the revised legislative program. 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. The Council considered the following position statement — Oppose legislation that would increase state regulation of local ballot language. Mayor Pro Tem Roden motioned, Council Member Gregory seconded to approve the statement. 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 "nay", and Mayor Watts "aye". Motion carried 6-1. The Council considered the following position statement — Support legislation that would provide a statewide ban on the use of hand-held devices while operating a vehicle, provided more stringent city ordinances are not preempted. Council Member Wazny motioned, Council Member Hawkins seconded to approve the statement. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "nay", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "nay", and Mayor Watts "aye". Motion carried 5-2. City of Denton City Council Minutes December 13, 2016 Page 13 The Council considered the following position statement — Oppose legislation that would restrict a municipal government's ability to regulate short-term lodging rentals from online listing platforms. Council Member Hawkins motioned, Council Member Gregory seconded to approve the statement. 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 "nay", and Mayor Watts "aye". Motion carried 6-1. Council Member Briggs motioned to add the following statement to the program — Oppose legislation that would erode local control of existing authority and regulations of gas well operations as articulated in HB 40, Mayor Pro Tem Roden seconded. 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. 3. CONCLUDING ITEMS A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. Council Member Briggs requested a staff report on making City Hall a historic landmark. Mayor Pro Tem Roden requested a report from Denton County regarding the irregularities during the November election. Council Member Wazny requested that staff look into adding an additional voting location in each district for Election Day for the May election. Council Member Gregory asked if the County could provide a cost for paper ballots that could be scanned as a backup. Council Member Hawkins stated that he had received complaints from citizens regarding Charter and Frontier and asked staff to help organize a meeting with them. City of Denton City Council Minutes December 13, 2016 Page 14 Mayor Watts asked if staff could find out why there were no street lights on Hwy 380 between I-35 and Bonnie Brae. Mayor Watts requested a discussion on short term lodging. Mayor Watts requested a work session on the policy on fire water lines. B. Possible Continuation of Closed Meeting topics, above posted. There was no continuation of the Closed Meeting. With no further business, the meeting was adjourned at 8:23 p.m. MAYOR WATTS MAYOR CITY OF DENTON, TEXAS JANE RICHARDSON ASSISTANT CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON CITY COUNCIL MINUTES January 3, 2017 After determining that a quorum was present, the City Council convened in a Work Session on Tuesday, January 3, 2017 at 10:00 a.m. in the Council Work Session Room at City Hall. PRESENT: Council Member Wazny, Council Member Briggs, Council Member Gregory, Council Member Bagheri, and Mayor Watts. ABSENT: Mayor Pro Tem Roden and Council Member Hawkins. 1. ITEMS FOR INDIVIDUAL CONSIDERATION A. ID 16-1638 Receive certification of a petition regarding a tax freeze for seniors and the disabled in the city of Denton from the City Secretary and give staff direction. City Secretary Jennifer Walters presented the background information on the submission of the petition. She noted that the petition met all requirements per the City Charter and the Tax Code. The following individuals submitted Speaker Cards: Deb Armintor- spoke against the proposal Willie Hudspeth - spoke against the proposal B. ID 16-1630 Reconsider the adoption of an ordinance accepting competitive proposals and awarding a public works contract for the construction of the Fire Station 4 to be located at the corner of Sherman Drive and Kings Row, Denton, Texas; providing for the expenditure of funds therefor; and providing an effective date (RFP 6262 - awarded to Ratliff Constructors, LP in the amount of $4,814,000). Mayor Watts made comments on the construction design and the cost of the design. He felt there were other options that would reduce the cost. He asked for a suspension of the rules to allow him to make a motion. Council Member Wazny questioned the design costs for Station 4 if it went back out for another bid. Robin Paulsgrove, Fire Chief, stated that amount was unknown if doing a complete redesign. Council Member Wazny stated that the City had already spent money for design costs and questioned if there would be enough savings for a redesign. Council Member Bagheri motioned to reconsider the ordinance. Council Member Wazny seconded the motion. City Attorney Burgess stated that four affirmative votes would be needed for reconsideration which would be at the next regular council meeting for discussion. Council Member Gregory stated that the last vote on the issue had been unanimous. He questioned if that precluded the staff from working with the contractor to reduce some of the costs. City of Denton City Council Minutes January 3, 2017 Page 2 Elton Brock, Purchasing Manager, stated that staff could perform value engineering of the project. City Attorney Burgess stated that Council could approve the contract and still could make changes to the contract. Council Member Gregory stated that sometimes value engineering ended up costing money but could also save money. Sometimes the savings were not what were hoped for. Mayor Watts stated that he wanted to vote to reconsider because he wanted to vote against it. Council had no policy decision on the type of construction and that needed to end. Council Member Wazny asked for a clarification of the reconsideration time line. City Attorney Burgess stated that a motion to reconsider had to be at this meeting. The plan would be to put the item on the January 10th meeting to reconsider the award. She cautioned that there might be some provisions that might have an impact on the termination of the existing contract. Council Member Briggs stated that she was ok with the vote that was taken at the last meeting. However, she would vote for reconsideration so the Mayor could change his vote. Speaker cards were submitted by the following: Willie Hudspeth spoke in favor of saving money on the buildings. He then went off topic and asked why there were no African American fire fighters. On roll vote for reconsideration, Council Member Wazny "aye", Council Member Briggs "aye", Council Member Gregory "nay", Council Member Bagheri "aye", and Mayor Watts "aye". Motion passed with a 4-1 vote. With no further business, the meeting was adjourned at 10:45 a.m. CHRIS WATTS MAYOR CITY OF DENTON, TEXAS JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON CITY COUNCIL MINUTES January 9, 2017 The City Council hosted a Welcome Reception for City Auditor Candidates on Monday, January 9, 2017, at 11:30 a.m. in the City Council Work Session Room. The forum included possible discussion of various issues of City business relevant to the candidates for City Auditor. After determining in Open Session that a quorum was present, the City Council convened in a Special Called Closed Meeting on Monday, January 9, 2017 at 12:20 p.m. PRESENT: Mayor Pro Tem Roden, Council Member Wazny, Council Member Briggs, Council Member Hawkins, Council Member Gregory, and Council Member Bagheri. ABSENT: Mayor Watts 1. Closed Meeting: Mayor Watts arrived during the Closed Meeting. A. 16-1632 Deliberations regarding Personnel Matters - Under Texas 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 Auditor 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. B. Deliberations regarding Personnel Matters - Under Texas Government Code, Section 551.074 Conduct City Auditor candidate interviews and discuss and deliberate regarding the evaluation of candidates and the appointment/employment of a City Auditor. With no further business, the meeting was adjourned. CHRIS WATTS MAYOR CITY OF DENTON, TEXAS JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS CITY DENTON CITY COUNCIL MINUTES January 10, 2017 After determining in Open Session that a quorum was present, the City Council convened in a Closed Meeting on Tuesday, January 10, 2017 at 9:30 a.m. in the Council Work Session Room. PRESENT: Council Member Briggs; Council Member Wazny; Council Member Hawkins; Mayor Pro Tem Roden and Mayor Watts. ABSENT: Council Member Bagheri; Council Member Gregory 1. Closed Meeting: A. Deliberations regarding Personnel Matters - Under Texas Government Code, Section 551.074. Conduct City Auditor candidate interviews and discuss and deliberate regarding the evaluation of candidates and the appointment/employment of a City Auditor. Council Member Gregory arrived during the Closed Meeting discussion. With no further business, the meeting was adjourned. CHRIS WATTS MAYOR CITY OF DENTON, TEXAS JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON CITY COUNCIL MINUTES January 10, 2017 After determining that a quorum was present, the City Council convened in a Work Session on Tuesday, January 10, 2017 at 1:00 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. Mayor Watts announced that Council would be returning to the morning Closed Meeting session after the Closed Meeting Session on this agenda was completed. 1. Citizen Comments on Consent Agenda Items Willie Hudspeth spoke regarding the number of items on the Consent Agenda. He requested Council discuss why there were no African American firefighters. 2. Requests for clarification of agenda items listed on the agenda for January 10, 2017. Staff responded to Council requests for clarification of the following items: Council Member Gregory Consent Agenda Items H, L, M, S, T and U. Mayor Watts - Closed Session Item B regarding the posting of the item Mayor Watts - Consent Agenda Item K 3. Work Session Reports Item C was considered first. C. ID 17-063 Receive a report, hold a discussion and provide direction relating to the proposed public works contract in the amount of $4,814,000 for the construction of Fire Station 4 to be located at the corner of Sherman Drive and Kings Row. (RFP 6262 - awarded to Ratliff Constructors, LP in the amount of $4,814,000). Mayor Watts expressed his objection again to the process but indicated that he did not want to put Council and staff through an additional discussion. He did not need the information on the process. Mayor Pro Tem Roden stated that he would hate to miss the policy implications for future discussion and suggested holding a work session discussion at a later date. Council discussed the report provided by the Assistant Fire Chief regarding the building costs, a policy discussion regarding savings of costs in the future, a discussion on the number of bids received, and involving the Council more in the costs of these types of projects; Council returned to the agenda order. City of Denton City Council Minutes January 10, 2017 Page 2 A. ID 16-1615 Receive a report; hold a discussion, and give staff direction regarding the limitation of municipal taxes on homesteads of disabled and elderly (tax freeze). Chuck Springer, Director of Finance, presented the details of the items. He reviewed the 2016 tax year exemptions, homestead exemption components; information on the over 65 and disabled person tax limitations, exemption breakdown for 2016; average value of properties receiving over - 65 exemption; and tax limitation estimated impact. Council discussed who regulated the homestead exemption amount and whether there were examples of other cities with a tax freeze that changed their homestead exemption amount; the fact that the freeze could not be adjusted for income; the value of a home as it was regulated by the State; the need to understand the long term consequences of such a freeze; that under current state law the freeze could not be removed once enacted; and growth would make up some of the reduction in taxes but not enough over the years. Council directed staff to provide information regarding the proposal on the website. B. ID 17-005 Receive a report, hold a discussion, and give staff direction regarding the Texas Department of Housing & Community Affairs Tax Credit Program. Ron Menguita, Long Range Planning Administrator, presented the details on the State tax credit program. He detailed the provisions of the program in terms of definition and the amount of tax credit. Three projects had been brought before staff for a tax credit consideration which he detailed to Council. Options were to approve a resolution of support or take no action for the 9%, the 4% would be with an approval of a resolution of no objection or no action. Council discussed qualifications for the consideration of the resolutions; that the developments must still go through the normal development process; most of these developments were in District One and was that healthy for development and planning for that area; hold a future work session on these types of developments as connected with the Denton Housing Authority for workforce and homeless housing. Consensus of the Council was to hold a work session before providing direction on support or non- support of these types of developments. Any decisions would not be made until after the Work Session presentation by the Denton Housing Authority and a policy discussion on these types of developments. Following the completion of the Work Session, the City Council convened in a Closed Meeting to consider specific items listed below under the Closed Meeting section of this agenda. Closed Meeting: Before the start of the Closed Meeting, Mayor Watts requested the City Attorney discuss who could be present during the Closed Meeting discussions. City of Denton City Council Minutes January 10, 2017 Page 3 City Attorney Burgess stated that the Closed Meeting belonged to the Council and other than during Attorney Consultation, Council could determine who could be in the meeting. The subject matter of the item also helped determine who would be present. A. ID 16-1480 Deliberations Regarding Certain Public Power Utilities: Competitive Matters - Under Texas Government Code Section 551.086; Consultation with Attorneys - Under Texas Government Code, Section 551.071. Receive a presentation from staff regarding public power competitive and financial matters pertaining to plans, strategies, opportunities, and developments for generation improvements to the City's electric system; discuss and deliberate strategies regarding same; discuss ancillary operational matters related to the Denton Energy Center including, but not limited to Information Technology, fiber optic network, water service loop, and wastewater line. Discuss, deliberate and provide staff with direction. Consultation with the City's attorneys regarding legal issues associated with the above matters 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. B. ID 16-1577 Deliberations Regarding Certain Public Power Utilities: Competitive Matters - Under Texas Government Code Section 551.086; Consultation with Attorneys - Under Texas Government Code, Section 551.071. Receive a presentation from staff regarding public power competitive and financial matters pertaining to plans, strategies, opportunities, and developments for generation improvements to the City's electric system; discuss and deliberate strategies regarding same; discuss and deliberate opportunities and strategies for the City to amend the scope of work component in an existing contract that provides engineering, procurement, and construction ("EPC") services for the Denton Energy Center. Take final action on a modification of the scope of work portion of the EPC agreement with Burns and McDonnell Engineering Company, Inc. Consultation with the City's attorneys regarding legal issues associated with the above matters 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. Council Member Gregory motioned, Council Member Hawkins seconded to adopt Ordinance No. 2017-001 in Closed Session. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "nay, Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried with a 6- 1 vote. C. ID 16-1610 Deliberations Regarding Certain Public Power Utilities: Competitive Matters - Under Texas Government Code Section 551.086; Consultation with Attorneys - Under Texas Government Code, Section 551.071. City of Denton City Council Minutes January 10, 2017 Page 4 Receive a presentation from staff regarding public power competitive and financial matters pertaining to purchased power pricing and other public power information that is contained in the proposed amendment to the Power Purchase Agreement by and between the City of Denton, Texas, who is selling power and electric energy services to the Texas Woman's University, Denton, Texas; discuss and deliberate strategies regarding same; take final action on a proposed amendment to the Power Purchase Agreement with Texas Woman's University. Consultation with the City's attorneys regarding legal issues associated with the above matters where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. D. ID 17-030 Deliberations Regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. Receive information from staff and discuss, deliberate, and provide staff with direction regarding the potential acquisition of real property interests located in the R. Beaumont Survey, Abstract No. 31, 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. [Hickory to Bonnie Brae Transmission Line] E. ID 17-036 Deliberations regarding Real Property - Under Texas Government Code, Section 551.072; and Consultation with Attorneys - Under Texas Government Code, Section 551.071. Discuss, deliberate and receive information from staff and provide staff with direction pertaining to the potential purchase of certain real property interests out of the Alexander Hill Survey, Abstract No. 623, in Denton County, Texas, and generally located in the 1000 block of Fort Worth Drive, Denton, Texas. Consultation with the City's attorneys regarding legal issues associated with the potential acquisition or condemnation of the real property interests described above where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. (Fort Worth Drive Utility Relocations Project - PKR Properties, LP - Parcel 3E) F. ID 17-051 Deliberations Regarding Certain Public Power Utilities: Competitive Matters - Under Texas Government Code, Section 551.086; Consultation with Attorneys - Under Texas Government Code, Section 551.071. City of Denton City Council Minutes January 10, 2017 Page 5 Receive a briefing and information pertaining to certain competitive public power and financial issues regarding Texas Municipal Power Agency ("TMPA") on matters including, without limitation: present and future plant operations issues, plant and system expenses, maintenance issues, performance issues, financial issues, reliability issues, planning issues, and any related issues concerning the City's interest in, and its business relationship with the Texas Municipal Power Agency; and discuss, deliberate, and provide Staff with direction regarding such matters. Consultation with the City's attorneys regarding legal issues associated with the above matters 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. G. ID 17-064 Deliberations Regarding Certain Public Power Utilities: Competitive Matters - Under Texas Government Code, Section 551.086; and Consultation with Attorneys - Under Texas Government Code, Section 551.071. Receive a briefing and information from Denton Municipal Electric ("DME") staff regarding certain public power competitive, financial and commercial information relating to transmission cost of service rate setting. Consultation with the City's attorneys regarding legal issues where 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 potential litigation. Discuss, deliberate, and provide staff with direction. Special Called Meeting of the City of Denton City Council at 6:30 p.m. in the Council Chambers at City Hall. 1. PLEDGE OF ALLEGIANCE The Council and members of the audience recited the Pledge of Allegiance to the U. S. and Texas flags. 2. PROCLAMATIONS/PRESENTATIONS A. ID 16-1589 Martin Luther King, Jr. Day Mayor Watts presented the proclamation for Martin Luther King, Jr. Day. B. ID 17-054 Reverend Dr. Martin Luther King, Jr. Day of Service Mayor Watts presented the proclamation for Reverend Dr. Martin Luther King, Jr. Day of Service. C. ID 17-043 Human Trafficking Awareness Day City of Denton City Council Minutes January 10, 2017 Page 6 Mayor Watts presented the proclamation for Human Trafficking Awareness 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 ID 17-055 Peg Carter regarding the maintenance of the Jim Carter Memorial Park. Ms. Carter presented information on the lack of maintenance of the Jim Carter Memorial Park. C. Additional Citizen Reports 1. Willie Hudspeth spoke on the lack of African American fire fighters. 4. CONSENT AGENDA Council Member Hawkins motioned, Council Member Wazny seconded to approve the Consent Agenda and accompanying ordinances and resolutions. 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. 2017-002 A. ID 16-1614 Consider adoption of an ordinance of the City of Denton, Texas ratifying the action of the City Manager's execution of an interlocal agreement dated on or about December 8, 2016, by and between the City of Denton and the North Central Texas Council of Governments, for the purpose of consultant assistance to produce statistically valid survey results regarding public opinion on bicycling and bicycle infrastructure in the north Texas region; and providing for an effective date. Ordinance No. 2017-003 B. ID 16-1617 Consider adoption of an ordinance amending Chapter 18 of the Code of Ordinances to revise the school safety speed zone for Denton High School along Fulton Street; 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 (5-0). Ordinance No. 2017-004 C. ID 17-001 Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and United Way of Denton County, for expenses related to Lil d NYE; providing for the expenditure of funds therefor; and providing for an effective date. ($1,350) City of Denton City Council Minutes January 10, 2017 Page 7 Ordinance No. 2017-005 D. ID 17-002 Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and Fred Moore Day Nursery School, Inc. for the purpose of the 8th Annual Gospel Brunch; providing for the expenditure of funds therefor; and providing for an effective date. ($500) Ordinance No. 2017-006 E. ID 17-004 Consider adoption of an ordinance of the City of Denton, Texas approving an Interlocal Agreement between the City of Denton and the University of North Texas (UNT) for planned enhancements to be facilitated through the Texas Department of Transportation related to the expansion of Interstate 35E, providing for a fixed contribution by UNT in the amount of $303,914 and a fixed contribution in the amount of $396,372 by the City of Denton for a total of $700,286, to construct aesthetic upgrades to North Texas Boulevard to include bent cap logos, bridge identification logos, medallion signs, landscaping, decorative sidewalks, crosswalks and lighting, authorizing the expenditure of funds therefor; and providing an effective date. Ordinance No. 2017-007 F. ID 17-003 Consider adoption of an ordinance of the City of Denton, Texas approving a Local Project Advance Funding Agreement between the City of Denton and the Texas Department of Transportation (TxDOT) for planned enhancements related to the expansion of Interstate 35E, providing for a fixed contribution in the amount of $700,286.00 to construct aesthetic upgrades to North Texas Boulevard to include bent cap logos, bridge identification logos, medallion signs, landscaping, decorative sidewalks, crosswalks and lighting, authorizing the expenditure of funds therefore, and providing an effective date. Ordinance No. 2017-008 G. ID 17-006 Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving the purchase of three (3) side load and three (3) front load refuse bodies for 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 the requirements of competitive bidding; and providing an effective date (File 6334 -awarded to BTE Body Company Inc. in the amount of $851,692.55). Ordinance No. 2017-009 H. ID 17-007 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 two (2) excavators, one (1) dozer and one (1) track loader for the City of Denton Solid Waste Department; and providing an effective date (File 6336 -awarded to Kirby Smith Machinery, Inc. in the amount of $1,342,955 and Holt Caterpillar in the amount of $547,757.98). City of Denton City Council Minutes January 10, 2017 Page 8 Ordinance No. 2017-010 L ID 17-008 Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to execute a professional services agreement for detailed design and engineering services with Graham Associates, Inc. relating to the widening of and improvement of Bonnie Brae Road from Interstate Highway 35 East to North of Scripture Road in an amount not to exceed $900,256.25; providing for the expenditure of funds therefor; and providing an effective date (File 6285 -awarded to Graham Associates, Inc. in an amount not -to -exceed $900,256.25). Ordinance No. 2017-011 J. ID 17-009 Consider adoption of an ordinance authorizing the City Manager to execute a professional services agreement for detailed design and engineering services relating to the North Texas Boulevard at Interstate Highway 35 East Roundabout Project; providing for the expenditure of funds therefor; and providing an effective date (File 6286 -awarded to Graham Associates, Inc. in an amount not -to -exceed $309,704.55). Ordinance No. 2017-012 K. ID 17-010 Consider adoption of an ordinance authorizing the City Manager to execute a professional services agreement for legal services related to the permitting of the proposed expansion of the City's landfill and for general environmental legal services; providing for the expenditure of funds therefor; and providing an effective date (File 6288 -awarded to Lloyd Gosselink Rochelle & Townsend, P.C., in an amount not -to -exceed $715,000). The Public Utilities Board recommends approval (6-0). Ordinance No. 2017-013 L. ID 17-011 Consider adoption of an ordinance of the City of Denton, Texas authorizing the approval of a third amendment to a Professional Services Agreement for engineering and design services relating to the Mayhill Road Widening and Improvements project, by and between Freese and Nichols, Inc. and the City of Denton, Texas; providing for the expenditure of funds therefor; and providing an effective date (File 4511 -providing for an additional expenditure amount not -to - exceed $602,590, with the total contract amount not -to -exceed $5,643,332). Ordinance No. 2017-014 M. ID 17-013 Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving a sixty (60) day pilot program for the installation and operation of Routeware fleet management software (to be integrated with the current Paradigm management software) on ten (10) refuse trucks, 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 6329 awarded to Routeware in the amount of $39,900 and Paradigm Software, LLC in the amount of $26,200 for a total not -to -exceed amount of $66,100). The Public Utilities Board recommends approval (6-0). City of Denton City Council Minutes January 10, 2017 Page 9 Ordinance No. 2017-015 N. ID 17-014 Consider adoption of an ordinance accepting competitive proposals and awarding a contract to recycle electronic materials such as cell phones, laptops, tablets, desktop personal computers, televisions, monitors, printers, copiers, etc.; providing for the expenditure of funds therefor; and providing an effective date (RFP 6180 -awarded to Universal Recycling Technologies, LLC in the three (3) year not - to -exceed amount of $120,000). The Public Utilities Board recommends approval (6- 0). Ordinance No. 2017-016 O. ID 17-016 Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the supply of reinforced concrete pipe and concrete box culverts; providing for the expenditure of funds therefor; and providing an effective date (RFP 6150 -awarded to Forterra Pipe & Precast, LLC in the three (3) year not -to - exceed amount of $2,000,000). Ordinance No. 2017-017 P. ID 17-017 Consider adoption of an ordinance accepting competitive proposals and awarding a contract for Employment Physicals, and Drug and Alcohol Testing Services for the City of Denton; and providing an effective date (RFP 6205 -awarded to Primary Health Inc. dba CareNow in the three (3) year not -to -exceed amount of $207,000). Ordinance No. 2017-018 Q. ID 17-019 Consider adoption of an ordinance of the City of Denton, Texas prohibiting parking on opposite sides of Underwood Street from Avenue B to Collier Street; providing a repealer clause, providing a savings clause; providing for a penalty not to exceed $500 for violations of this ordinance, providing that violations of this ordinance shall be governed by Chapter 18 of the Code of Ordinances of the City of Denton, and providing for an effective date. The Traffic Safety Commission recommends Option 1(6-0). Ordinance No. 2017-019 R. ID 17-031 Consider adoption of an ordinance authorizing the City Manager of the City of Denton, Texas ("City") to execute, for and on behalf of the City, an Easement Purchase agreement ("Agreement"), as attached to the Ordinance and made a part thereof as Exhibit "A", for the purchase price of One Hundred Eighteen Thousand One Hundred Fifteen Dollars and No Cents ($118,115.00), and other consideration, as prescribed in the Agreement by and between the City and PKR Properties, LP providing for the granting to the City of (i) a water and sanitary sewer easement, encumbering a 0.2614 acre tract of land being more particularly described in the Water and Sanitary Sewer Easement, being attached to and made a part of the Agreement; and (ii) a temporary construction easement, encumbering 0.1056 acre of land, being more particularly described in the Temporary Construction Easement, being attached to and made a part of the Agreement; all tracts of real property being in the William Daniel Survey, Abstract No. 378, generally located in the 1000 block of Fort Worth Drive; authorizing the expenditure of funds, providing a savings clause; City of Denton City Council Minutes January 10, 2017 Page 10 and providing an effective date. (Fort Worth Drive Utility Relocations Project - Parcel 3E) Ordinance No. 2017-020 S. ID 17-032 Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving the purchase of one (1) compressed natural gas rear loader refuse body for the 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 the requirements of competitive bidding; and providing an effective date (File 6335 awarded to McNeilus Truck and Manufacturing Co. in the amount of $77,935). Ordinance No. 2017-021 T. ID 17-052 Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving the purchase of precast concrete Alphabloc materials for the City of Denton Solid Waste and Recycling Department's Building Materials Recovery Processing Facility which are available from only one source and in accordance with Chapter 252.022 of the Texas Local Government Code such purchases are exempt from the requirements of competitive bidding; and providing an effective date (File 6106 awarded to Tricon Precast Limited in the three (3) year not -to -exceed amount of $300,000). Ordinance No. 2017-022 U. ID 17-053 Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving the purchase of mega -block wall systems for additional phases of the City of Denton landfill screening wall, which are available from only one source and in accordance with Chapter 252.022 of the Texas Local Government Code such purchases are exempt from the requirements of competitive bidding; and providing an effective date (File 6331 awarded to Stone Strong of Texas in the three (3) year not -to -exceed amount of $900,000). 5. ITEMS FOR INDIVIDUAL CONSIDERATION - CONSIDERATION OF THE USE OF EMINENT DOMAIN TO CONDEMN REAL PROPERTY INTERESTS A. ID 16-1624 Consider adoption of an ordinance of the City of Denton finding that a public use and necessity exists to acquire an easement for 0.075 acre tract of land situated in the R. Beaumont Survey, Abstract No. 31, 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, 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 Gregory Paul Rowlett ("Owner"), as grantor, to acquire the Property Interests for the total purchase price of $23,744.00, and other consideration; authorizing the filing of eminent domain proceedings to acquire the City of Denton City Council Minutes January 10, 2017 Page 11 Property Interests if the final offer is not accepted; authorizing the expenditure of funds; and providing an effective date. [Hickory to Bonnie Brae Transmission Line] This item was not considered. 6. PUBLIC HEARINGS A. ID 17-056 Hold a public hearing pursuant to the procedural requirements of Sec. 4.07 of the Denton City Charter regarding the certified petition concerning a tax freeze for persons who are disabled and persons who are sixty-five (65) years of age or older, who receive a homestead exemption on the property subject to the tax ceiling/limitation. City Attorney Burgess presented information for both Items 6A and 7A regarding the submission and certification of a tax freeze petition for seniors and the disabled. She explained that the City Council was required by State statute to call an election. 7. ITEMS FOR INDIVIDUAL CONSIDERATION Ordinance No. 2017-023 A. ID 17-024 Consider adoption of an ordinance of the City of Denton calling a special election for May 6, 2017 in order to submit to the voters of the City of Denton a proposition regarding the adoption of a ceiling or limitation on the City's Ad Valorem Tax Levy, applying to persons who are disabled and persons who are sixty-five (65) years of age or older, who receive a homestead exemption on the property subject to the tax ceiling/limitation; making provisions for conducting the election and addressing other matters related to the special election; providing a severability clause; providing an open meetings clause; and providing an effective date. The following individuals submitted Speaker Cards either for the above Public Hearing or for this item: Michael Hennen — opposed Don Duff — support Willie Hudspeth — opposed Alfred Sanchez — opposed Larry Wilson - opposed Elma Walker — support Bruce Walker — support Deb Armintor — opposed Shirley Johnson — support Shirley Martin — support Gary Paske— support Prudence Sanchez — opposed Paul Meltzer — opposed City of Denton City Council Minutes January 10, 2017 Page 12 Council Member Wazny motioned, Council Member Gregory 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. B. ID 16-1621 Consider nominations/appointments to the City's Boards and Commissions: Airport Advisory Board; Parks, Recreation and Beautification Board; and Zoning Board of Adjustment. The following nominations were made by Council: Airport Advisory Board — Mayor Watts nominated Bob Tickner. Parks, Recreation and Beautification Board — Council Member Gregory nominated Johanna McDaniel. Council Member Gregory motioned, Council Member Wazny seconded to approve the nominations. 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. 2017-024 C. ID 17-049 Consider adoption of an ordinance accepting competitive proposals and awarding a public works contract for the construction of the Fire Station 4 to be located at the corner of Sherman Drive and Kings Row, Denton, Texas; providing for the expenditure of funds therefor; and providing an effective date (RFP 6262 -awarded to Ratliff Constructors, LP in the amount of $4,814,000). Willie Hudspeth spoke regarding the lack of African American firefighters along with the cost of the proposed fire station. Mayor Pro Tem Roden motioned, Council Member Wazny 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 "nay". Motion carried with a 6-1 vote. 8. CONCLUDING ITEMS A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or City of Denton City Council Minutes January 10, 2017 Page 13 community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. Council Member Wazny requested a Work Session on Closed Meetings, specifically subject matter, procedures and people in attendance. Council Member Wazny requested a discussion on the City Attorney vacancy in terms of selection of an interim city attorney, and on procedures for filling the position. Council Member Hawkins noted that there were lights out around Unicorn Lake. Council Member Briggs requested a staff report on the history of diversity of public safety positions. Council Member Briggs requested a Work Session on a current livable wage. Council Member Bagheri requested evaluation criteria for the delinquent tax collection contract. Mayor Watts requested a Work Session regarding the Denton Housing Authority and partnerships with developers for transitional housing and workforce housing. Mayor Watts requested information on a settlement statement on the Brinker Substation. Mayor Watts requested a Work Session on the construction process for city facilities. Mayor Watts requested an update from the Development Code Review Committee. 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. CHRIS WATTS MAYOR CITY OF DENTON, TEXAS ALISON REAM ADMINISTRATIVE SERVICES MANAGER CITY OF DENTON, TEXAS JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON CITY COUNCIL MINUTES January 24, 2017 After determining that a quorum was present, the City Council convened in a Work Session on Tuesday, January 24, 2017 at 2:00 p.m. in the Council Work Session Room at City Hall. PRESENT: Council Member Briggs, Council Member Hawkins, Council Member Gregory, Council Member Bagheri, and Mayor Watts. ABSENT: Mayor Pro Tem Roden and Council Member Wazny. 1. Work Session Reports A. ID 16-1566 Receive a report, hold a discussion, and give staff direction regarding a proposed State of the City event and Denton Citizen Academy. Alison Ream, Administrative Services Manager, presented information on current citizen engagement efforts. One proposed event was a State of the City event to share information about growth and development, capital improvements, budget information and city-wide accomplishments. March 2017 was targeted for that event. The second proposed event was a Denton Citizen Academy which would give citizens an interactive experience in the City's operations and services. Targeted outcomes were reviewed for these two programs. Council discussed tracking individuals going through the programs with possible city involvement such as members of a board/commission; age for members of the Denton Citizen Academy; what other cities were doing in these areas; include classes regarding city finances; move date until after the election for the State of the City to provide access to the new council members; and consider holding the open houses more than once a year. B. ID 17-079 Receive a report, hold a discussion, and give staff direction regarding the Cole Ranch development. OC Vest, Strafford Land, presented an update on the proposed Cole Ranch. He indicated that he had met with Council on several sessions and talked about a PID and TIF to help with infrastructure costs. In September 2015 he thought the Council consensus was to move forward with the PID documents as presented that day. He submitted the documents to staff in May 2016 and was working with staff to review the proposal and documents and get feedback. Recently he had received feedback about the project regarding concerns about aspects of the project. He presented information on why Cole Ranch needed a PID. Cole Ranch was a master planned community and required a significant amount of infrastructure and amenities. The benefits of a Cole Ranch PID for those living there and for the City of Denton were reviewed. He also presented information on economic benefits to the City at build -out of Cole Ranch and compatibility of the City's gas well ordinance. Council discussed the differences between Cole Ranch and Robson Ranch. City of Denton City Council Minutes January 24, 2017 Page 2 Council Member Wazny arrived at the meeting. Vest stated that in 2004 he talked to Council regarding the PID and that the direction was no PID on residential development of this size. A question was asked if Council did not agree with a PID on residential what would be Plan B. Vest stated that he would have to wait and see if there were other options. It was not possible to do the project without some form of public financing. Council Member Bagheri questioned what terms of a PID would be needed. Vest stated one PID over the entire property with an overall term of about 30 years. The PID could be broken into 3 subareas to match the 3 residential areas. Council Member Hawkins stated that Council had previously agreed to no PID on the residential property. Vest stated that the project could not happen without a residential PID. Assistant City Manager Langley stated that direction was needed from Council on whether to continue to bring the project forward in the current direction with no PID on residential of this size. Council Member Gregory was not interested in a PID on the residential property. Mayor Pro Tem Roden stated that he was not completely against the PID on residential property. Mayor Watts stated that the consensus was that the Council was uncomfortable with a PID on this size of residential property. Other options could be considered if possible to do the development. C. ID 17-138 Receive a report and hold a discussion regarding the debt issuance associated with the Denton Energy Center. Chuck Springer, Director of Finance, presented information on the Utility System Revenue Bonds, Series 2017, including the use category; estimated proceeds and actual proceeds. The sale occurred on January 19, 2017 with closing scheduled for January 27, 2017. The bonds met all of the requirements of the parameters of Ordinance 2016-187. Council discussed the repayment of the bonds and to consider annual cap on rates in the future. Council went into Closed Meeting at 3:22 p.m. to discuss the following: A. ID 17-081 Deliberations regarding Personnel Matters - Under Texas Government Code Section 551.074; and Consultation with Attorneys - Under Texas Government Code Section 551.071. City of Denton City Council Minutes January 24, 2017 Page 3 Consultation, discussion, and deliberation about the appointment, employment, and duties of the City Attorney including, but not limited to, the retirement of the current City Attorney, the appointment of an interim City Attorney, and the process by which a new City Attorney will be selected; consultation with the City's attorneys regarding associated legal issues where discussion of these legal matters in an open meeting would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. Council returned to the Open Meeting at 4:48 p.m. and continued discussion of Work Session Item D. Mayor Pro Tem Roden left the meeting. D. ID 17-108 Hold a discussion and give staff direction on the recruitment process for a new City Attorney. Carla Romine, Director of Human Resources, stated staff was seeking direction from Council regarding a search for a City Attorney, timing for a search and quote from Water and Company to perform the additional search. Mayor Watts announced that Council had offered Aaron Leal the Interim City Attorney position. The search for a City Attorney would be on hold at this point in time. Following completion of the Closed Meeting, the City Council convened in a Special Called Meeting. 1. ITEMS FOR INDIVIDUAL CONSIDERATION Ordinance No. 2017-025 A. ID 17-134 Consider adoption of an ordinance approving an employment agreement for the City Auditor 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. Paul Meltzer submitted a Speaker Card but did not speak on the auditor position but rather the bond sale for the Denton Energy Center. Council Member Wazny motioned, Council Member Bagheri seconded to accept the contract for City Auditor with the changes presented. On roll call vote, 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 January 24, 2017 Page 4 2. CONCLUDING ITEMS A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. Council Member Hawkins requested a Work Session regarding 5G wireless. Council Member Gregory requested an informal staff report on what type of information was required for volunteers. Council Member Gregory requested an informal staff report on the status of the southern portion of the Greenbelt at the Elm Fork and Trinity. Council Member Bagheri requested a Work Session on open meetings training. Council Member Bagheri requested a Work Session on adding a CIP Committee as a subcommittee of Council. Council Member Bagheri requested a Work Session on an update of the compensation structure including costs and the number of employees affected. Council Member Bagheri requested an informal staff report on transmission substation spacing. Council Member Briggs requested a report on an annual cap on rates for water and wastewater. Council Member Briggs requested a report on the new City website. Council Member Wazny requested a Work Session on open and closed meetings which could be tied with Council Member Bagheri's request for council training. Mayor Watts requested that the discussion on the compensation study including a summary or survey of other cities for benefit comparison for benefit packages. City of Denton City Council Minutes January 24, 2017 Page 5 Following the completion of the Special Called Session, the City Council convened in a Closed Meeting to consider the specific items listed below under the Closed Meeting section of this agenda. Closed Meeting: A. ID 17-081 Deliberations regarding Personnel Matters - Under Texas Government Code Section 551.074; and Consultation with Attorneys - Under Texas Government Code Section 551.071. Consultation, discussion, and deliberation about the appointment, employment, and duties of the City Attorney including, but not limited to, the retirement of the current City Attorney, the appointment of an interim City Attorney, and the process by which a new City Attorney will be selected; consultation with the City's attorneys regarding associated legal issues where discussion of these legal matters in an open meeting would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. This item was considered earlier. B. ID 17-077 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 generally located northwest of N. Loop 288 and west of N. Locust St. in the City of Denton, Denton County, Texas; discussions had, deliberation, and direction given, by the Denton City Council in an open meeting would have a detrimental effect on the position of the governmental body in negotiations with a third party. Consultation with the City's attorneys regarding legal issues associated with the acquisition of the real property interests described above; discussion of these legal matters in an open meeting would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. [Long Road Substation] C. ID 17-099 Consultation with Attorneys - Under Texas Government Code Section 551.071; Deliberations Regarding Real Property - Under Texas Government Code Section 551.072. Consultation with the City's attorneys regarding legal issues associated with the potential relocation of a Texas Municipal Power Agency transmission line ("Brinker TMPA transmission line") currently located on the east of E. Loop 288 and south of Brinker Road in the City of Denton, Denton County, Texas and the abandonment of certain transmission line easements related to the same and owned by the City; discussion of these legal matters City of Denton City Council Minutes January 24, 2017 Page 6 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. Receive information from staff and discuss, deliberate, and provide staff with direction regarding the potential relocation of the Brinker TMPA transmission line and the abandonment of certain City -owned transmission line easements related to the same; 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. [Relocation of TMPA Transmission Line - Brinker Road and E. Loop 288] This item was not considered. D. ID 17-133 Deliberations regarding Personnel Matters - Under Texas 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 Auditor and consultation, deliberation and receipt of information from the City attorneys involving legal matters relating to employment law and interviewing 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 the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. With no further business, the Council returned to the Open Session and the meeting was adjourned. CHRIS WATTS MAYOR CITY OF DENTON, TEXAS JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-194, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: March 7, 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) Peterbilt model 348 fuel truck for the City of Denton Fleet Department to be utilized by the Solid Waste and Recycling 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 6371 -awarded to Rush Truck Center, Crane in the amount of $251,025.21). The Public Utilities Board recommends approval (6-0). FILE INFORMATION This item is for the purchase of one (1) Peterbilt model 348 chassis with a Curry Supply fuel truck body. This is a fleet addition that was approved as a supplemental package in the Fiscal Year 2015-2016 budget. The current fuel truck is a 2007 Peterbilt that has reached the criteria for replacement based on age and maintenance. The truck is owned by the Solid Waste department but operated by Fleet Services. The Solid Waste department will retain the old vehicle as a backup in the event this new truck is down for repairs. This truck will have a capacity to carry 1,500 gallons of biodiesel which will be dispensed from the fuel rack at the Renewable Fuels Station. The truck also contains storage for multiple types of oil. Cooperative contract pricing was obtained for the truck through Buy Board Cooperative Purchasing Network Contract 4430-13 (Exhibit 1). The City of Denton is standardizing to Peterbilt for Class 7 and Class 8 trucks (Exhibit 2). Rush Truck Centers are the only distributor of Peterbilt trucks in Texas, and are considered a single source purchase (Exhibit 3). PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On February 27, 2017, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. RECOMMENDATION Award the purchase of one (1) Peterbilt model 348 chassis with a Curry Supply fuel truck body to Rush Truck Center, Crane in the amount of $251,025.21. PRINCIPAL PLACE OF BUSINESS City of Denton Page 1 of 2 Printed on 3/3/2017 povveied by I_egivt9i IN File #: ID 17-194, Version: 1 Rush Truck Center, Crane San Antonio, TX ESTIMATED SCHEDULE OF PROJECT The purchase and delivery of the trucks will occur within 180 days of purchase order issuance. FISCAL INFORMATION The Peterbilt truck will be funded from Certificate of Obligation bonds included in Fleet Services operating account 820021726.1355.30100 in the amount of $200,000 and Fleet Services operating account 820021725.1355.30100 in the amount of $51,025.21. Requisition 4132959 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 FXHIRITC Exhibit l: Quote Exhibit 2: Fleet Standardization Memo Exhibit 3: Peterbilt Sole Source Letter Exhibit 4: Public Utilities Board Draft 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 2 of 2 Printed on 3/3/2017 povveied by I_egist9i I;, TM TRUCK CENTERS Denton, City of 901-B Texas St Denton, TX 76201-4354 940-349-7100 Terry Kader Rush Truck Center, Crane PO Box 200105 San Antonio, TX 78220 877-661-4511 EXHIBIT 1 Customer Proposal Letter Terry Kader, thank you for the opportunity to earn your business. We look forward to working with you on your business needs. Please accept the following proposal. Make Peterbilt Model 348 Year 2017 Additional Vehicle and Accessories Description Stock Number To Be Determined To be delivered on or about 4/1/2017 New 2017-8 Peterbilt model 348 PX9, Allison 3000RDS with 156" WB and Air -Trac suspension, includes warranties Includes REVISED body quote from Curry Supply. Includes Freight thru Curry back to Denton. Includes 5/200 Warranties on Engine Trans is 5yr unlimited and Peterbilt 2/200 Chassis Wa rra nty. Available on BuyBoard contract #430-13 Quantity 1 Truck Price per Unit $244,630.21 F.E.T. (Factory & Dealer Paid) $0.00 Net Sales Price $244,630.21 Optional Extended Warranty(ies) $6,345.00 State Sales Tax Documentary Fee $50.00 Administration Fee Vehicle Inventory Tax Additional Taxes Tire Recycling Program Battery Disposal Fee Out of State Vehicle Fee Rebate(s) Total Sales Price (Including Rebate(s)) $251,025.21 Total $244,630.21 $0.00 $244,630.21 $6,345.00 $50.00 $251,025.21 Trade Allowance (see DISCLAIMER Below) $0.00 Sales Representative Hal Hollowav Purchaser Accepted by Sales Manager or General Manager Quote good until 2/28/2017 signature signature title signature printed name printed name date printed name Note: The above Customer Proposal is a quotation only. Sale terms subject to approval of Sales Manager of Dealer. DISCLAIMER: Any order based on this Proposal subject to Customer executing Dealer's standard form Retail Purchase Order incorporating above terms. Any documentary fees, state tax, title, registration and license fees subject to adjustment and change. Actual F.E.T. to be paid by Dealer, subject to adjustment. Any F.E.T. variance will be responsibility of Dealer. Manufacturer has reserved the right to change the price to Dealer of any vehicle not currently in Dealer's stock, without notice to Dealer. If Quoted Vehicle(s) not currently in Dealer's stock, Dealer reserves right to change Quotation Total to reflect any price increases from Manufacturer. This Proposal is based upon Dealer's current and expected inventory, which is subject to change. Dealer not obligated to retain any specific vehicles in stock, nor maintain any specific inventory level. Dealer shall not be obligated to fulfill Proposal in event quoted vehicle(s) not in stock or available within requested delivery schedule at time Proposal accepted. Dealer shall not be liable for any delay in providing or inability to provide Quoted Vehicle(s), where such inability or delay is due, in whole or in part, to any cause beyond the reasonable control of Dealer or is without the gross negligence or intended misconduct of Dealer. Above listed Trade Value based upon current appraisal of Trade Vehicle(s). Dealer may adjust Trade Value of Trade Vehicle(s) to reflect changes in condition and/or mileage of Trade Vehicle(s) between date of current appraisal and acceptance of this Proposal by Customer. Printed on 1/30/2017 at 8:44 AM. EXHIBIT 2 MEMORANDUM DATE: February 3, 2017 TO: Elton Brock FROM: Terry Kader Fleet Services Superintendent CC: Antonio Puente SUBJECT: Sole (Single) SOURCE BUSINESS JUSTIFICATION Fleet Service is recommending the purchase of Peterbilt chassis for fleet replacements whenever an available mode fits our replacement specifications based on fleet standardization. Fleet standardization minimizes costs and improves efficiencies relating to technician training, diagnostic software, required specialty tools and stocking of replacement parts. Also, we are currently already set up as a warranty provider for the Peterbilt trucks through the Rust Truck Center network. As an approved warranty provider, we perform repairs that are covered under warranty, reducing downtime and costs associated with transportation of these trucks to the Rush shop. I believe the purchase of the appropriate Peterbilt Truck Chassis is the best value and I am requesting authorization to make this purchase based on fleet standardization. Regards, 4-44",� µ d Terry Kader Fleet Services Superintendent EXHIBIT 3 Rush liuck Centers I 555 IH -35 S, New Braunfels, lexas 1 830-626-5200 I 830-626-5310 Fax November 23, 2016 City of Denton, TX Materials Management 901-B Texas St Denton, TX 76209 RE: Peterbilt To Whom It May Concern: This letter confirms that Rush Truck Centers of Texas, LP, is the sole authorized Peterbilt dealer with all 21 Peterbilt locations in the state of Texas, with an area of responsibility (AOR) that includes the entire State of Texas, and is the exclusive provider of warranty services on Peterbilt vehicles in this area. The division with responsibility for your Peterbilt purchases is Rush Crane and Refuse Systems, International Should you have any questions or wish to discuss this matter further, please don't hesitate to contact me at (210) 901-7209 Sincerely, Gregg Wilkinson Sales Manager Rush Truck Centers of Texas, LP dba Rush Crane and Refuse Systems, Int. 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 EXHIBIT 4 DRAFT MINUTES PUBLIC UTILITIES BOARD Monday, February 27, 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 27, 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, Barbara Russell, Lilia Bynum, Charles Jackson, Brendan Carroll, and Allen Bishop Ex Officio Members: Howard Martin, ACM Utilities OPEN MEETING CONSENT AGENDA D. PUB17-054 - Consider recommending adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a contract through the Buy Board Cooperative Purchasing Network for the acquisition of one (1) fuel truck for the City of Denton Fleet Services Department; and providing an effective date (File 6371 -awarded to Rush Truck Center, Crane in the amount of $251,025.21). Chair Robinson pulled this item for questions. Robinson asked if solid waste currently owns the fuel truck and fleet operates at a reduced cost. Fleet will buy the truck and it will market the cost per hour to solid waste. Terry Kadar answered the question stating that is true with a slight increase to pay for maintenance cost on the truck. Robinson then asked what percentage does solid waste use this truck. Kadar answered above 90% of the business goes to solid waste. Board Member Carroll asked if it is replacing a truck. Kadar answered it is replacing a 2007 model. Carroll then asked if the truck will be traded in. Kadar answered it would typically be auctioned off. Board Member Russell motioned to approve item D. There was a second by Board Member Jackson. Vote 7-0 approved. Adjournment 10:32 a.m. EXHIBIT 5 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A CONTRACT FOR THE ACQUISITION OF ONE (1) PETERBIL,T MODEL 348 FUEL TRUCK FOR THE CITY OF DENTON FLEET DEPARTMENT TO BE UTILIZED BY THE SOLID WASTE AND RECYCLING 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 6371 -AWARDED TO RUSH TRUCK CENTER, CRANE IN THE AMOUNT OF $251,025.21). 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 6371 Rush Truck Center, Crane $251,025.21 SECTION 2. The City Council hereby finds that this bid, and the award thereof, constitutes a procurement of items that are available from only one source, including, items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids. EXHIBIT 5 SECTION 3. The acceptance and approval of the above items shall not constitute a contract between the City and the person submitting the quotation for such items until such person shall comply with all requirements specified by the Purchasing Department. SECTION 4. The City Manager is hereby authorized to execute any contracts relating to the items specified in Section 1 and the expenditure of funds pursuant to said contracts is hereby authorized. SECTION 5. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 6371 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 17-223, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Development Services CMIACM: Todd Hileman DATE: March 7, 2017 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to make application to the Texas Department of Housing and Community Affairs Emergency Solutions Grant Program and take all other actions necessary to obtain funding and implement the program; and providing for an effective date. BACKGROUND The Texas Department of Housing and Community Affairs (TDHCA) has released the Notice of Funding Availability (NOFA) for Emergency Solutions Grant (ESG) that provides assistance to the homeless and those at -risk of becoming homeless. TDHCA is designated by the Texas Legislature to administer the ESG Program. The award period for the funds awarded under this NOFA is for two years and is intended to run from September 1, 2017 to August 31, 2019. For this application, applicants will set performance measures and budgets for a twenty -four-month cycle for Program Year (PY) 2017 and PY 2018 between September 1, 2017 and August 31, 2019. For 2016, the Department received $8,817,205. For each of PYs 2017 and 2018, the Department expects to receive either a similar level of funding or less. Using an allocation formula, the Department is making available a certain percentage of the State's ESG allocation to each CoC region to be awarded on a competitive basis within that region. The ESG funds can be used for the following purposes: • The rehabilitation or conversion of buildings for use as emergency shelter for the homeless; • The payment of certain expenses related to operating emergency shelters; • Essential services related to emergency shelters and street outreach for the homeless; and, • Homelessness prevention and rapid re -housing assistance. Within the ESG application, the City of Denton serves as Lead Agency in a collaborative application with nonprofit partner agencies. The five (5) partners are Christian Community Action, Denton County Friends of the Family, Giving HOPE Inc., Interfaith Ministries of Denton, Inc., and The Salvation Army Denton, a Georgia Corporation. ESG funds are leveraged to provide assistance to the homeless and those at -risk of becoming homeless in Denton County. The Collaborative has been awarded the ESG grant in previous years including $600,339 in 2015-16 ESG funding. City of Denton Page 1 of 3 Printed on 3/3/2017 povveied by I_egivt9i IN File M ID 17-223, Version: 1 The partners will be submitting a collaborative application. The application request will be $600,000 for program year 2017-18 and $600,000 for program year 2018-19 for $1.2 million dollars total. Figure 1: Breakdown of grant request by program and agency. o r n --,,.,i I nt-cniJ-1cc Programs Eli:E • •.1. on i • •• • W�SJ!'•i`��IIr��117R.�`I�S.11I�L`I�l�:�l. •• • • - • •• • - tUMI 11 RT •: 0 - .ii The collaborative application was not awarded funds for PY 2016. For more information about ESG funding loss, please refer to Informal Staff Reports, 2016-062 Emergency Solutions Grant Funding Loss and 2016-093 Emergency Solutions Grant Funding Loss (Exhibit 1). If the application is not funded, the next option to apply will not be available until 2019. Should the grant not be approved in this two year funding cycle, the agencies will have to make cuts to personnel and will reduce the number of homeless they can serve in homeless and housing assistance programs. In addition, the City's public safety services should expect to see some level of increased demand on emergency response services. Since the loss of the grant on 2016-17, the agencies have been working individually and in collaboration to seek new sources of funding for local projects but no significant sources have been identified or secured at this time. OPTIONS • Direct staff to apply for the Emergency Solutions Grant as Lead Agency in collaboration with the partner nonprofit agencies. • Direct staff not to apply for the Emergency Solution Grant as Lead Agency in collaboration with the partner nonprofit agencies. RECOMMENDATION Direct staff to apply for the Emergency Solutions Grant as the lead agency in collaborative with the partner nonprofit agencies. ESTIMATED SCHEDULE OF PROJECT September 1, 2017 to August 31, 2019. PRIOR ACTION/REVIEW (Council, Boards, Commissions) The Denton City Council has approved the application for ESG funds annually from 2010-2016. The Texas Homeless Network, the designated lead organization for the federally recognized Continuum of Care, reviewed and supports local participation in the Emergency Solutions Grant Program application. FISCAL INFORMATION The Emergency Solutions Grant Program (ESG) is a collaborative effort. The City acts as lead agency. Nearly 100% of ESG funds pass through to the collaborative partners Christian Community Action, Denton County City of Denton Page 2 of 3 Printed on 3/3/2017 povveied by I_egist9i I;, File #: ID 17-223, Version: 1 Friends of the Family, Giving HOPE Inc., Interfaith Ministries and The Salvation Army -Denton. ESG requires a 100% match. Match will consist of employee salaries, donated facilities, donated supplies, cash donations, and volunteer hours. It will be provided primarily by the partners but, could also include Community Development staff salaries. 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, Strategic Outcome 43 By 2020, reduce Denton's homeless population by 20%. EXHIBITS Exhibit 1 - Informal Staff Reports Exhibit 2 - Proposed Ordinance Respectfully submitted: Barbara Ross Community Development Manager Prepared by: Danielle Shaw Human Services Coordinator City of Denton Page 3 of 3 Printed on 3/3/2017 povveied by I_egist9i I;, PYHRI'T I Date: Aug. 5, 2016 Report No. 2016-062 INFORMAL STAFF REPORT TO MAYOR AND CITY COUNCIL SUBJECT - Discussion of denial of funding for the Emergency Solutions Grant application by the Texas Department of Housing and Community Affairs. EXECUTIVE SUMMARY: The Emergency Solutions Grant application will not be awarded for 2016-17. The grant requested funding to support services provided by the following service agencies: Christian Community Action, Denton County Friends of the Family, Giving Hope, Inc., and the Salvation Army Denton. BACKGROUND: The Emergency Solutions Grant (ESG) is a State of Texas administered grant program for homeless and homeless prevention activities. The Texas Legislature has designated the Texas Department of Housing and Community Affairs (TDHCA) as the administering agency for the Emergency Solutions Grant Program. In the case of the Denton County ESG Collaborative, the funds have previously been allocated through TDHCA to the City of Denton as the lead agency in a Collaborative with four nonprofits. TDHCA develops the application annually and allocates funding by regions in Texas. Continuum of Care Programs (CoC's) are identified by HUD to administer funds in a specific geographic area and assist organizations in those areas in the coordination of homeless services. TDHCA is estimated to receive $8,442,474 in ESG funds for the 2016-17 grant year. Funding is allocated based on the estimated number of homeless as identified by the annual "Point -in -Time Count" conducted by each CoC. Denton County works with the Texas Balance of Sate CoC. The Balance of State is made up of all service providers, advocates, local government officials, and citizens who work to eliminate homelessness in over 216 counties in Texas outside of most major metropolitan cities. The Balance of State CoC is the largest CoC region in Texas. In the 2016-17 grant process TDHCA allowed CoC's to manage the local grant competition. There were a few CoC's in Texas that opted to do this. The Balance of State CoC chose to allow TDHCA to manage the grant application process. Eligible agencies that apply to TDHCA can do so as a single organization or as a collaboration. Collaborative applications are submitted as one application. Denton submitted a collaborative application which included four partner agencies - Christian Community Action, Denton County Friends of the Family, Giving Hope, Inc., and the Salvation Army Denton. The City's role is to work with the Collaborative by providing administrative support including assembling the applications of four agencies into one; compiling and submitting Date: Aug. 5, 2016 Report No. 2016-062 monthly expense and performance reports to TDHCA; and helping ensure each agency is in compliance with Federal grant guidelines. Due to this shift in applying as a collaborative starting in 2010, ESG funds increased steadily to the 2015-16 amount of $600,339. ESG funds have been used for five programs as well as administrative activities. The programs are Street Outreach, Emergency Shelter, Homelessness Prevention, Rapid Re -Housing and Homeless Management Information System. Below is a brief description of each activity: • Street Outreach funding is used for providing essential services necessary to reach out to unsheltered homeless people on the street, connect them with emergency shelter, housing, or critical services and provide urgent, non -facility based care where needed. Giving Hope, Inc. provides Street Outreach services in Denton. • Emergency Shelter funding addresses the immediate needs of homeless persons living on the street by providing temporary housing and helps to enable homeless persons to become more independent. Emergency Shelter is provided by Denton County Friends of the Family and The Salvation Army Denton. • Homelessness Prevention funding provides short- and/or medium-term rental assistance necessary to prevent an individual or family from moving into an emergency shelter or a place that is not fit for human habitation. Homelessness Prevention programs include Giving Hope, Inc. in Denton and Christian Community Action in Lewisville. • Rapid Re -Housing funding provides housing relocation and stabilization services and assistance as necessary to help a homeless individual or family move as quickly as possible into permanent housing and achieve stability in that housing. Giving Hope, Inc. provides Rapid Re -Housing Assistance in Denton. • All agencies receiving ESG funds, except as prohibited by law, are required to participate in the Homeless Management Information System (HMIS). As a domestic violence services provider, Denton County Friends of the Family is prohibited by law from participating in HMIS. DISCUSSION: The current ESG grant period will end September 30, 2016. The loss of this funding source will have a devastating impact on both the provision of services to the homeless and services designed to prevent homelessness in Denton. ESG is a competitive grant application process where the total overall score determines if the application will be funded. In this community the grant application is sent in as a collaborative application. In its current form, under the applicable Federal rules and guidelines, the history of the collaborative grant goes back to 2010. With some exceptions, HUD funding for Date: Aug. 5, 2016 Report No. 2016-062 homelessness services in the community has been awarded as far back as 1989. However, the funding prior to 2010 focused on shelters and temporary solutions to homelessness. There has been a change in HUD's focus in this area and now there is an emphasis on "housing first." This is increasingly becoming a part of the evaluation of applications and awards. Applications are given more weight if they result in permanent housing for the homeless. This is evidenced by the recent loss of the transitional housing funds that Giving Hope, Inc. had previously received through a different HUD funding source. The Collaborative application did not receive funding because crucial points were lost in three sections' described in detail below. In summary: • The system for homeless service delivery does not move enough of the clients served into permanent housing. • The number of clients who have increased income and/or non-cash benefits to maintain permanent housing is not meeting expected targets. • Not enough of the funds are committed to permanent housing solutions like rapid rehousing. Part III. Program Performance In the Program Performance section the application received 405 out of 580 possible points. Denton County is considered an urban rather than a rural county therefore the application did not receive the 40 points that programs in rural counties receive. Of the remaining available points, the application has to demonstrate an ability to move clients into housing, help clients improve income, and secure non-cash benefits. For example, the application expects that more than 51% of clients served in street outreach have a transitional or permanent housing destination. The application only received partial points (15 out of 30) because the rate of moving clients into housing destinations in Denton County is 27%. In emergency shelters, this drops to 19% for permanent housing destinations. The score for this item was 10 points out of 30 possible. There are two primary issues that impacted Program Performance. First, the community's approach to reducing homelessness has not shifted to the HUD expectation of "housing first." The second is that even if this was stated as a priority, there is an extreme shortage of housing that is both affordable and accessible. Lack of affordable, accessible housing to the homeless, means simply that there is not sufficient housing stock for this target population who have limited or no income and have many barriers that prevent them from being housed in traditional housing. These barriers include inability to meet income requirements, history of eviction, poor credit and in some cases criminal histories. There is just not sufficient housing stock below market rate (affordable to lower income renters) or enough landlords who will accept tenants with these barriers. Just looking at income alone, a person receiving SSI in Denton County could only afford $220 monthly rent in order to meet the typical landlord requirement of 3x monthly Date: Aug. 5, 2016 Report No. 2016-062 rent income requirement. These housing issues affect many people and the homeless are more deeply affected as the barriers are often exacerbated by their homeless situation. Part IV. Budget In this section, the application received 35 out of 60 possible points. There are five scoring items in this section. For full points to be achieved the application would have to allocate at least 61% of the total funds to rapid rehousing programs. This is an example of how HUD is prioritizing "housing first" over temporary solutions. In the Collaborative's application, only 17.3% of funds go to rapid rehousing which resulted in 25 out of 50 points awarded. The community has not yet implemented changes in delivery to focus on the "housing first" HUD priority. There is strong emphasis on emergency shelters, transitional housing assistance, and wrap-around services that help the homeless but there are not adequate tools or sufficient resources to help all those in need to get and stay permanently housed. Attachment A: CoC participation In this section, the application received 36 out of 50 possible points. This item was completed by a third party, the CoC. There are five scoring sections: participation in monthly CoC meetings; conducting the annual Point -in -Time count; consultation with the CoC on the ESG grant application; CoC Alignment (do the community's priorities for homeless services align with the CoC's); and the participation with Coordinated Entry (CE). The CoC gave the application 0 points out of 10 for participating in monthly meetings and only 4 out of 10 points were given for implementation of Coordinated Entry (CE). TDHCA reviewers accepted the CoC's scoring. This section was a focus in the appeals process. There are a few other issues where the funding allocation, application format, and scoring should be discussed: At a score of 571, the Collaborative application's overall score is well above those in other CoC's with visible scores. See the attached Final Award Recommendations3. 2. As evidenced by the attached recommendations list, in the Balance of State — CoC (TX - 607) there is both a higher number of applicants and higher overall scores in the CoC compared to other CoC regions. 3. Item 42 is compounded by the fact that there was a $736,875 decrease in the allocation to this CoC region compared to the previous year ($2,777,709 compared to $3,514,584). 4. There is a collaborative application in the Balance of State CoC that has never before received ESG funds but was able score a 720 (City of Texarkana). It points to possible disparity in the application process where new applications are not subject to the same deductions or burden of proof in meeting performance measures as those currently receiving funds and providing services. Date: Aug. 5, 2016 Report No. 2016-062 5. Also, in collaborative applications like Denton's, the City is a partner but is not a direct service provider and acts only as a fiduciary agent. Any time the City is included in the number of participating organizations it could lower the score for the collaborative application. The CoC did finally take this into consideration and provided a revised Attachment A for the City in our first appeal. APPEALS There was an appeal process which allowed the Collaborative to apply to regain points in application scoring items where the applicant's self -scores were different from that of the TDCHA reviewers. The items under appeal were not what caused the Collaborative to be denied an award for the 2016-17 grant year. The points on appeal were a very small part of the total application but every point mattered. The application was first submitted with a self -score of 561 out of the 785 total possible points. Upon review TDHCA reviewers scored the application at 551 points. This score disparity is what allowed for an appeal. The appeal focused on four specific items in two different sections of the application - Part H Program Description and Capacity and Attachment A: CoC participation. The appeal attempted to win 24 available points. In the Part H Program Description and Capacity section, one deduction was for late reporting. This was removed on the first appeal when it was argued that TDHCA's delays in the contracting process and their own online reporting system and processes were responsible for delays in reports. In a second and third scoring item, points were retained and additional points were awarded in the second appeal. The appeal successfully made the case for how the community does use evidence -based practices and involves the homeless in service planning. In addition reviewers initially added four points to the application in the Attachment A: CoCparticipation section and on appeal the CoC came back and agreed that since the City does not do direct service, it could not reasonably be included as a participant in Coordinated Entry (CE) so the application should not be penalized. This increased the score to six points out of ten. At this point in the process the application score was 571. There were four points still not awarded and therefore a third appeal was submitted. If the appeal was successful the application would have scored high enough to get some level of funding. The appeal rested on whether or not CCA and DCFOF were participating in CE. The appeal argued that because both agencies did make referrals to CE they should be counted as participating in CE. However, we learned after the appeals process that the CoC defines participation based on the use of HMIS for referrals. CCA was not in HMIS as a referral since CE was technically implemented in Denton and not Lewisville. DCFOF is prohibited by law from reporting into HMIS. Since referrals were not reported in the HMIS system the CoC did not reverse its position and, based on the CoC recommendation, TDHCA denied the final appeal. The final score was 571. Date: Aug. 5, 2016 Report No. 2016-062 Mayor Watts sent a support letter to the TDHCA, which was shared with members of the Denton County legislative delegation and Congressman Burgess. In addition, Senator Nelson, wrote a letter, on behalf of the City, to TDHCA in support of the funding. United Way of Denton County and members of the Denton Chamber of Commerce Board of Directors also sent letters in support of the July 18 appeal. Finally, City staff provided support to Representative Myra Crownover's office who were also communicating with TDHCA regarding Denton County's ESG application. 1 Application Scoring Graphic: Application Score Possible Points Score Part IL Program Description and Capacity 85 85 Part III. Program Performance 580 405 Part IV Budget 60 35 Attachment A: CoC Participation 50 36 Attachment C: Language Access Plan 10 10 Attachment D: Past Performance -95 0 Total 785 571 2 National Low Income Housing —Coalition— Denton County (ht .//nlihc.or/oor/texas) s htt://www.tdhca.state.tx.us/connunity-affairs/nofas.htm CONCLUSION: Homelessness addressed in Key Strategic Initiative under KFA 4.5 for 2015-16 and is proposed to be specifically targeted in 2016-17 Strategic Initiatives. This loss of funding may have an impact on our ability to deliver on strategic outcomes and action steps. This report is to provide City Council members information about the impending loss of funding and the impact it will have on the availability of services for the homeless. While the partner agencies are pursuing other short-term funding to make up for the loss of ESG funds, it is possible that the loss of funding will eliminate street outreach, homelessness prevention and rapid rehousing programs entirely and result in a reduction of emergency shelter services. The report also hopes to help further highlight the very the complex issue of finding solutions to homelessness, including the need for local systems change, diversification of funding, and expanded affordable housing availability. To highlight the potential impact, here are numbers to show how many people in Denton County were served by specific programs: 2014 2015 2016 YTD Street Outreach 144 112 96 Emergency Shelter 872 944 654 Date: Aug. 5, 2016 Homeless Prevention 247 296 171 Rapid Rehousing 270 204 130 TOTAL 1533 1556 1051 ATTACHMENT(S): TDHCA scoring summary for the 2016-17 ESG applications. STAFF CONTACT: Danielle Shaw Human Services Coordinator 940-349-7237 Danielle.Shaw@CityofDenton.com Report No. 2016-062 ri �N W cn F O O O M rl N O N Ol O ri ri 00O :.. 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N [O U _ m .o CL m m N a A J N U m L �J C 0 U (7 n M M ri An Kt Date: October 28, 2016 INFORMAL STAFF REPORT TO MAYOR AND CITY COUNCIL %1 TR_TF,CT Report No. 2016-093 Discussion of the allocation of emergency replacement funding for the Emergency Solutions Grant. EXECUTIVE SUMMARY: City Council has made available $200,000 in emergency funds to provide one-time support to agencies that have lost Emergency Solutions Grant (ESG) funding for the 2016-17 program year. In addition, the City of Lewisville is providing $164,500 and Denton County Commissioner's Court is providing $35,000 in one-time emergency funding. The funding will support homeless services provided by the following agencies: Christian Community Action, Denton County Friends of the Family, Giving Hope, Inc., and the Salvation Army Denton. BACKGROUND: This report provides follow-up information regarding how the emergency funds will be allocated and administered. Council members may reference Informal Staff Report 2016-062 for additional background regarding the loss of ESG administered by the Texas Department of Housing and Community Affairs (TDHCA). DISCUSSION: Total emergency funding is currently $399,500 including emergency funding from the City of Denton - $200,000; City of Lewisville - $164,500 and Denton County Commissioner's Court - $35,000. City of Denton Staff drafted funding scenarios that considered the different allocation options for the emergency funding pledged by source utilizing percentages of funding by agency using the same percentage proposed in the original ESG application. Stakeholders were provided opportunities to give feedback regarding the funding allocation. On Thursday August 11, 2016, three out of the four affected agencies made presentations to the Denton County Homeless Leadership Team (DCHLT) regarding the impact of the funding loss to agency programs. On August 13, 2016 the City of Lewisville City Council voted to allocate $164,500 toward the emergency funding need. Immediately following that approval, staff from Denton and Lewisville met with Commissioner's Court leadership to discuss funding allocation and administration of the funds. Discussions were also shared with the affected agencies. After consideration of different funding allocation scenarios and the subsequent stakeholder discussions, it is concluded that the option to provide the funds in alignment with the previous funding request would reduce program disruption and support existing expectations of public policy leaders. Date: October 28, 2016 Report No. 2016-093 This chart below (Figure 1.) breaks down the agency by geographic service area to show the percentage of allocation by all agencies and by funding source. The ESG grant ended September 30, 2016. In order to reduce the disruption of service delivery and to ensure a smooth transition into future grants, funding will be awarded in a percentage that is consistent with the original ESG grant request. The current allocation takes into consideration how City tax -payer supported dollars are tracked when distributed to an agency or agencies outside of city limits but are still serving that City's clients. Figure 1. 2016 ESG Agency Allocations BY FUNDING SOURCE Final Proposed Emergency Funding $399,500 AGENCY LEWISVILLE $ COUNTY $ DENTON $ TOTAL Christian Community Action $124,500 $7,292 $131,792 Denton County Friends of the Family $20,000 $8,390 $60,556 $88,945 Giving Hope, Inc. $9,500 $10,5691 $76,2861 $96,355 Salvation Army Denton $10,500 $8,7501 $63,158 $82,408 ALL DENTON ONLY: $164,500 $35,000 $200,000 $399,500 Funding will continue to be on a reimbursement schedule as is currently implemented for other funding through ESG and City grants in Denton and Lewisville. All grant programs through the Cities of Denton and Lewisville are reimbursement grants. This system creates a strong tool for accountability in grant implementation as well as a fiscal control to limit misuse of tax -payer funds. The Commissioners Court has agreed to provide a check for the $35,000 portion of it allocation to the City of Denton. The City will then manage the allocation of its $200,000 and the County's $35,000 to the agencies. The City of Denton will provide monthly expenditure and performance reporting to the County. The City of Lewisville will provide reimbursement to the agencies directly at the percentage of allocation it sets based on the number of clients served from Lewisville at each of the four different agencies. Performance reporting will be combined and provided monthly to all funding sources. Eligible Activities The existing service delivery system in Denton County includes the program areas eligible under the federal guidelines for the ESG grant. To maintain consistency in homeless services delivery funding will be used in these existing program areas: Date: October 28, 2016 Report No. 2016-093 • Street Outreach funding is used for providing essential services necessary to reach out to unsheltered homeless people on the street, connect them with emergency shelter, housing, or critical services and provide urgent, non -facility based care where needed. Giving Hope, Inc. will provide Street Outreach services in Denton and Lewisville. • Emergency Shelter funding addresses the immediate needs of homeless persons living on the street by providing temporary housing. Emergency Shelter is provided by Denton County Friends of the Family and The Salvation Army Denton for homeless in Denton County. • Homelessness Prevention funding provides short- and/or medium-term rental assistance necessary to prevent an individual or family from moving into an emergency shelter or a place that is not fit for human habitation. Homelessness Prevention programs will include Giving Hope, Inc. in Denton and Christian Community Action in Lewisville. • Rapid Re -Housing funding provides housing relocation and stabilization services and assistance as necessary to help a homeless individual or family move as quickly as possible into permanent housing and achieve stability in that housing. Giving Hope, Inc. provides Rapid Re -Housing Assistance in Denton. While it has not previously done so, Denton County Friends of the Family is considering implementing this program area. • All agencies receiving these emergency funds, except as prohibited by law, will be required to participate in the Homeless Management Information System (HMIS). As a domestic violence service provider, Denton County Friends of the Family is prohibited by law from participating in HMIS in order to preserve the safety of clients but it is required to report the same performance measurement information. • All agencies will be eligible to use up to 3.5% of the funds for expense related the Administration of the funds. CONCLUSION: Unless Council has additional direction, staff will proceed as stated with funding allocation for the one-time emergency funding approved by Council. ATTACHMENT(S): N/A STAFF CONTACT: Danielle Shaw Human Services Coordinator 940-349-7237 Danielle .Shaw c,CityofDenton.com S:ALegal\Our Documents\Ordinances\17\LmergeiicySolutionsGrant.docx ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO MAKE APPLICATION TO THE "TEXAS DEPARTMENT OF HOUSING AND COMMUNTY AFFAIRS EMERGENCY SOLUTIONS GRANT PROGRAM AND "TAKE ALL OTHER ACTIONS NECESSARY TO OBTAIN FUNDING AND IMPLEMENT THE PROGRAM; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Denton, Texas, is concerned with the provision of services to residents who are homeless and with providing decent housing, a suitable living environment, and assisting homeless households to achieve self sufficiency; and WHEREAS, the City of Denton, Texas, participates in the Denton County Homeless Coalition providing a continuum of care for homeless and potentially homeless households; and WHEREAS, the City of Denton, Texas, wishes to apply through the Emergency Solutions Grant Program, as authorized by the Stewart B. McKinney Homeless Assistance Act of 1987, Title IV, as amended (U.S. Code: 42 USC 11371 et sect.), and as administered through the United States Department of Housing and Urban Development; and WHEREAS, the Texas Legislature has designated the Texas Department of Housing and Community Affairs as the administering agency for the Emergency Solutions Grant Program pursuant to Sec. 2306.094, Texas Government Code; and WHEREAS, the City of Denton, Texas, intends to sub -contract with local social service agencies to provide services through the Emergency Solutions Grant program; and WHEREAS, the Texas Department of Housing and Community Affairs requires the appropriate certifications and the City Council deems it in the public interest to authorize the City Manager to execute a grant agreement; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. That the City Council of the City of Denton, Texas, authorizes the City Manager to sign and submit a grant application to the Texas Department of Housing and Community Affairs Emergency Solutions Grant Program and all appropriate officials thereof, together with all necessary certifications, grant agreements and other documents as well as appropriate resources for entitlement of funds under the Stewart B. McKinney Homeless Assistance Act of 1987, as amended and Emergency Solutions Grant Program pursuant to Sec. 2306.094 of the Texas Government Code., and all other applicable laws, as necessary to obtain a grant under the Emergency Solutions Grant Program to provide services to homeless residents of Denton. That the City Manager is authorized to take all other actions necessary to execute an agreement and administer this grant including execution of agreements with each of the designated subrecipient organizations. SECTION 2. That the City Council of the City of Denton, Texas, authorizes the Community Development Administrator to sign and submit to the Texas Department of Housing and Community Affairs and all appropriate officials thereof, contract, amendments, change orders, together with all necessary certifications, and other documents, under the supervision of the City Manager, to handle all fiscal and administrative matters relating to the administration of the Emergency Solutions Grant Program, if it is funded and all other matters connected therewith. SECTION 3. That the City Secretary is hereby authorized to furnish true, complete, and correct copies of this ordinance to all interested parties. SECTION 4. That 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: ANITA BURGESS, CITY ATTORNEY BY: -- i Page 2 of 2 City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON Legislation Text File #: ID 17-239, Version: 1 Agenda Information Sheet DEPARTMENT: Finance ACM: Bryan Langley Date: March 7, 2017 SUBJECT Consider adoption of an ordinance directing the publication of Notice of Intention to issue $36,610,000 in principal amount of Certificates of Obligation of the City of Denton for General Government and Solid Waste projects; and providing for an effective date. BACKGROUND This ordinance provides the Notice of Intention to issue $36,610,000 in principal amount of Certificates of Obligation (COs) for General Government and Solid Waste projects, as required by state law. The notice will be published once a week for two consecutive weeks in the Denton Record Chronicle, with the date of the first publication to be at least thirty-one (31) days before the date tentatively set for the passage of the ordinance authorizing the issuance of the bonds. These bonds will provide funding of $18,830,000 for General Government and $17,450,000 for Solid Waste project costs. The additional $330,000 is for issuance costs and to allow flexibility in marketing and pricing the bond sale. The Audit/Finance Committee is scheduled to discuss this item, along with the entire FY 2016-17 bond program, on this day but prior to Council's consideration of this Notice of Intention. Staff recommends the sale of $18,830,000 in COs for General Government. Below is a listing of recommended CO funded projects for General Government's FY 2016-17 CIP: 1. Vehicle Replacements/Additions - $ 3,955,000 2. Public Safety Radio Upgrades to Digital - $ 2,000,000 3. Computer Aided Dispatch (CAD) System Replacement - $ 3,000,000 4. Facilities Maintenance Program (HVAC, Roofing & Flooring) - $ 1,175,000 5. Bonnie Brae Road Improvement Matching Funds - $ 8,500,000 6. Fleet Fuel Truck - $ 200,000 Total - $18,830,000 Staff recommends the sale of $17,450,000 in COs for Solid Waste projects. This amount is a decrease of $6,130,000 from the planned bond sale of $23,580,000 included in the FY 2016-17 CIP. Below is a listing of recommended CO funded projects for Solid Waste's revised FY 2016-17 CIP: 1. Roll Off Truck - $ 222,600 City of Denton Page 1 of 3 Printed on 3/3/2017 povveied by I_egivt9i IN File #: ID 17-239, Version: 1 2. Auto Side Load Truck - $ 294,000 3. Auto Side Load Truck - $ 294,000 4. Auto Side Load Truck - $ 329,000 5. Rear Load Truck - $ 264,000 6. Front Load Truck - $ 290,000 7. Front Load Truck - $ 352,000 8. Front Load Truck - $ 290,000 9. Landfill Excavator - $ 450,000 10. Electric Forklift - $ 30,000 11. TCEQ Permitted Control Systems - $ 1,050,000 12. Articulated Dump Truck - $ 580,000 13. Track Loader - $ 500,000 14. Dump Truck - $ 150,000 15. Mobile Light Power Plants - $ 30,000 16. Roll Off Containers - $ 50,000 17. Mining Material Diversion Equipment - $ 2,150,000 18. Building Materials Recovery Material Diversion Equipment - $ 300,000 19. Building Materials Recovery Excavator Material Handler - $ 550,000 20. Building Materials Recovery Facility Improvements - $ 250,000 21. Building Materials Recovery Wheeled Excavator - $ 450,000 22. Building Materials Recovery Trommel - $ 580,000 23. Municipal Solid Waste Facility Machinery and Equipment - $ 150,000 24. Leachate Recirculation Infrastructure Expansion - $ 75,000 25. Solidification Equipment - $ 290,000 26. 100 Yard Trailers - $ 180,000 27. Site Maintenance Improvements - $ 325,000 28. TCEQ Authorized Facility Systems Infrastructure - $ 525,000 29. TCEQ Ground Water Well and Methane Gas Monitoring System - $ 25,000 30. Operations Building Expansion - $ 1,200,000 31. Process Upgrades and Technology Improvements - $ 400,000 32. Permit Amendment - $ 250,000 33. Natural Gas Line Expansion - $ 75,000 34. Entrance Upgrade and Road Tie -In - $ 1,300,000 35. Materials Processing Building - $ 2,700,000 36. Solid Waste Fund Property Acquisition - $ 500,000 Total - $17,450,000 CO funded projects totaling $10,235,000 for General Government and $23,580,000 for Solid Waste were previously authorized through a reimbursement ordinance (Ord. 2016-318). Solid Waste's planned issuance has decreased since the approval of the reimbursement ordinance and adoption of the FY 2016-17 CIP. The City sells bonds in accordance with the useful life of the asset that is being acquired. For example, vehicles are typically sold with bonds that will be paid within five years. For the FY 2016-17 proposed debt issuance for General Government and Solid Waste: $18,760,000 will be 5 year debt, $1,720,000 will be 10 year debt, and $15,800,000 will be 20 year debt. In addition, the 20 year debt issues will also have a 10 year call option. Concurrently with the sale of the COs for General Government and Solid Waste, the City anticipates the sale of City of Denton Page 2 of 3 Printed on 3/3/2017 povveied by I_egist9i I;, File #: ID 17-239, Version: 1 approximately $71,640,000 of COs for Wastewater and Electric projects and approximately $17.16 million in General Obligation Refunding and Improvement Bonds to fund the fifth and final year ($4 million) of street reconstruction projects approved by voters in November 2012, the third year ($13.16 million) of projects approved by voters in November 2014, and the refunding of existing general obligation debt ($12.98 million). The refunding is contingent upon market conditions and it must meet the City's debt policy requirements. If approved by the City Council, staff will proceed with the publication of the Notice of Intention and will schedule the Bond Ordinance for consideration and adoption on April 18, 2017. At that time, it is anticipated that staff will request that the City Council authorize a "parameters sale." Under such an arrangement, staff will be permitted to execute the bond sale within six (6) months of April 18', provided certain interest rate parameters are met. RECOMMENDATION Staff recommends adoption of the ordinance. FISCAL INFORMATION The ordinance is for the authorization to publish the Notice of Intention to sell $36,610,000 of Certificates of Obligation for General Government and Solid Waste projects. A notice is only required for the Certificates of Obligation. Concurrently with the sale of the COs for General Government and Solid Waste, the City anticipates the sale of approximately $71,640,000 of COs for Wastewater and Electric projects. There is no statutory requirement to post such a notice for the General Obligation Refunding and Improvement Bonds, which will include the fifth and final year ($4 million) of street reconstruction projects approved by voters in November 2012, the third year ($13.16 million) of projects approved by voters in November 2014, and the refunding of existing general obligation debt ($12.98 million). 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 1. Notice of Intent Ordinance 2. 2014 Bond Issuance Timeline Respectfully submitted: Chuck Springer, 349-8260 Director of Finance Prepared by: Antonio Puente, Jr. Assistant Director of Finance City of Denton Page 3 of 3 Printed on 3/3/2017 povveied by I_egist9i I;, s:Alegal\our documents\ordinances\l 7\noi ordinance (general government solid waste) v3.docx ORDINANCE NO. AN ORDINANCE DIRECTING THE PUBLICATION OF NOTICE OF INTENTION TO ISSUE $36,610,000 IN PRINCIPAL AMOUNT OF CERTIFICATES OF OBLIGATION OF THE CITY OF DENTON FOR GENERAL GOVERNMENT AND SOLID WASTE PROJECTS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, it is deemed necessary and advisable that the Notice of Intention to Issue Certificates of Obligation be given as hereinafter provided; NOW, THEREFORE, THE COUNCIL OF TIIF, CITY OF DENTON HEREBY ORDAINS: SECTION 1. Attached hereto is a form of "NOTICE OF INTENTION TO ISSUE CERTIFICATES OF OBLIGATION OF THE CITY OF DENTON", the form and substance of which are hereby adopted and approved, and made a part of this Ordinance for all purposes. SECTION 2. The City Secretary shall cause said NOTICE, in substantially the form attached hereto, to be published once a week for two consecutive weeks in a newspaper of general circulation in the City, with the date of the first publication to be at least thirty-one (3 1) days before the date tentatively set for the passage of the Ordinance authorizing the issuance of such Certificates of Obligation. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 2017. CFIRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY WA APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY n y BY: s:Alegal\our documents\ordinances\17\noi ordinance (general govern inent solid waste) v1doex THE STATE OF TEXAS COUNTY OF DENTON CITY OF DENTON NOTICE OF INTENTION TO ISSUE CERTIFICATES OF OBLIGATION OF THE CITY OF DENTON (GENERAL, GOVERNMENT AND SOLID WASTE PROJECTS) THE CITY OF DENTON, in Denton County, Texas, hereby gives notice of its intention to issue CITY OF DENTON CERTIFICATES OF OBLIGATION, in accordance with the Certificate of Obligation Act of 1971, as amended and codified, and other applicable laws, in the maximum principal amount of $36,610,000 for the purpose of paying all or a portion of the City's contractual obligations incurred pursuant to contracts for the purchase, construction and acquisition of certain real and personal property, to wit: (a) acquisition of vehicles and equipment for, and acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to, the City's solid waste disposal system; (b) renovations to, and equipping of, existing municipal buildings, including the acquisition and installation of replacement heating, venting and air conditioning equipment, roofing and flooring; (e) acquisition of vehicles and equipment for the fire, police, building inspections, community improvement services, animal services, streets and traffic control, facilities management, and parks and recreation departments; (d) acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to parking facilities; and (e) constructing and improving streets, including landscaping, drainage, utility line relocations and the acquisition of land and rights-of-way therefor; and also for the purpose of paying all or a portion of the City's contractual obligations for professional services, including engineers, architects, attorneys, map makers, auditors, and financial advisors, in connection with said projects and said Certificates of Obligation. The City proposes to provide for the payment of such Certificates of Obligation from the levy and collection of ad valorem taxes in the City as provided by law, and from certain surplus revenues (not to exceed $1,000 in aggregate amount) derived by the City from the ownership and operation of the City's Utility System (consisting of the City's combined waterworks and sewer system, drainage system and electric light and power system). The City Council of the City tentatively proposes to authorize the issuance of such Certificates of Obligation at a meeting commencing at 6:30 p.m. on the 18th day of April, 2017,.in the City Council room at the Municipal Building (City Hall), 215 E. McKinney, Denton, Texas. CITY OF DENTON, TEXAS By: Jennifer K. Walters, City Secretary Page 2 O O O O O O 0: O O O O 0 O 0 O O O O O O O O O O O O 0: 0: O O O O O O O O 0. O. O O O Lr1 Lr O V1 V1 7 V1 Ol: N N N o0 N n. 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McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON Legislation Text File #: ID 17-240, Version: 1 Agenda Information Sheet DEPARTMENT: Finance ACM: Bryan Langley Date: March 7, 2017 SUBJECT Consider adoption of an ordinance directing the publication of Notice of Intention to issue $71,640,000 in principal amount of Certificates of Obligation of the City of Denton for Waterworks and Sewer System and Electric System projects; and providing for an effective date. BACKGROUND This ordinance provides the Notice of Intention to issue $71,640,000 in principal amount of Certificates of Obligation (COs) for Wastewater and Electric projects, as required by state law. The notice will be published once a week for two consecutive weeks in the Denton Record Chronicle, with the date of the first publication to be at least thirty-one (3 1) days before the date tentatively set for the passage of the ordinance authorizing the issuance of the bonds. These bonds will provide funding of $6,000,000 for Wastewater and $65,000,000 for Electric project costs. The additional $640,000 is for issuance costs and to allow flexibility in marketing and pricing the bond sale. The Audit/Finance Committee is scheduled to discuss this item, along with the entire FY 2016-17 bond program, on this day but prior to Council's consideration of this Notice of Intention. Staff recommends the sale of $6,000,000 in COs for Wastewater projects. Below is a listing of recommended CO funded projects for Wastewater's FY 2016-17 CIP: 1. Hickory Creek Detention Facility - $ 5,300,000 2. West Wet Weather Peak Flow Basin and Pump Station - $ 300,000 3. 10" Concrete Pavement (Beneficial Reuse Site) - $ 200,000 4. Oversize Lines - $ 200,000 Total - Wastewater $ 6,000,000 Staff recommends the sale of $65,000,000 in COs for Electric projects. Below is a listing of recommended CO funded projects for Electric's FY 2016-17 CIP, which is broken down between transmission and distribution projects. Transmission projects represent approximately 69% of Electric's total bond sale and are eligible for Transmission Costs of Service (TCOS) recovery through rates charged to other utilities as mandated by the Public Utilities Commission of Texas. L Kings Row Substation - $ 585,000 2. Locust Substation - $ 3,020,509 3. Denton North Interchange - $ 216,635 City of Denton Page 1 of 4 Printed on 3/3/2017 povveied by I_egivt9i IN File #: ID 17-240, Version: 1 4. Hickory Substation - $ 7,198,466 5. Eagle Substation - $ 550,871 6. RD Wells Interchange - $ 74,275 7. Mayhill Substation - $ 4,970,222 8. Long Road Substation - $ 1,145,070 9. Woodrow Substation (Switchgear & Main Control Building) - $ 1,411,221 10. North Lakes Substation - $ 711,800 11. Underwood Substation - $ 303,289 12. North of Loop 288 at TX 428 Substation - $ 519,924 13. Brinker Substation - $ 7,922,646 14. Denton Energy Center Substation - $ 1,716,002 15. TMPA Spencer Interchange - $ 1,640,235 16. Various Substation Remote Terminal Unit Installs - $ 273,579 17. SCADA Computer Replacement - $ 247,583 18. Other Substation Projects - $ 306,384 19. Bonnie Brae/North Lakes Transmission Line - $ 1,003,252 20. Pockrus/Mayhill Transmission Line - $ 1,714,650 21. Spencer Switch/Locust Transmission Line - $ 1,106,618 22. Denton North/North Lakes Transmission Line - $ 1,903,140 23. Hickory/Locust Transmission Line - $ 3,927,886 24. New 138 kV Transmission Line from Woodrow to Brinker - $ 370,899 25. New 138 kV Transmission Line to connect Brinker to Spencer - $ 565,470 26. New 138 kV Transmission Line to connect Mayhill to Brinker/Spencer - $ 188,490 27. New 138 kV Transmission Line to connect Brinker to Loop 288 - $ 747,879 28. Arco -Cooper Creek Reconstruction - $ 1,355,911 29. Transmission Line Routing Study - $ 304,016 Subtotal - Electric Transmission Projects $45,416,922 30. Automated Meter Reading - $ 1,070,957 31. Building Construction - $ 831,533 32. Communications Equipment - $ 238,575 33. Office Furniture and Computer Equipment - $ 1,939,614 34. Distribution Transformers - $10,864,057 35. Feeders and Extensions - $ 3,611,129 36. New Residential and Commercial - $ 561,715 37. Over/Under Conversions and Power Factor Improvements - $ 331,300 38. Street Lighting - $ 134,198 Subtotal - Electric Distribution Projects $19,583,078 Total COs for Electric - $65,000,000 CO funded Electric projects totaling $65,000,000 were previously authorized through a reimbursement ordinance (Ord. 2016-318). The City sells bonds in accordance with the useful life of the asset that is being acquired. For example, vehicles are typically sold with bonds that will be paid within five years. For the FY 2016-17 proposed debt issuance for Wastewater and Electric: $6,000,000 will be 20 year debt and $65,000,000 will be 30 year debt. In addition, the debt issues will have a 10 year call option. City of Denton Page 2 of 4 Printed on 3/3/2017 povveied by I_egist9i I;, File #: ID 17-240, Version: 1 Concurrently with the sale of the COs for Wastewater and Electric projects, the City anticipates the sale of approximately $36,610,000 of COs for General Government and Solid Waste projects and approximately $17.16 million in General Obligation Refunding and Improvement Bonds fund the fifth and final year ($4 million) of street reconstruction projects approved by voters in November 2012, the third year ($13.16 million) of projects approved by voters in November 2014, and the refunding of existing general obligation debt ($12.98 million). The refunding is contingent upon market conditions and it must meet the City's debt policy requirements. If approved by the City Council, staff will proceed with the publication of the Notice of Intention and will schedule the Bond Ordinance for consideration and adoption on April 18, 2017. At that time, it is anticipated that staff will request that the City Council authorize a "parameters sale." Under such an arrangement, staff will be permitted to execute the bond sale within six (6) months of April 18', provided certain interest rate parameters are met. RECOMMENDATION Staff recommends approval of the ordinance. FISCAL INFORMATION The ordinance is for the authorization to publish the Notice of Intention to sell $71,640,000 of Certificates of Obligation for Wastewater and Electric projects. A notice is only required for the Certificates of Obligation. Concurrently with the sale of the COs for Wastewater and Electric, the City anticipates the sale of approximately $36,610,000 of COs for General Government and Solid Waste projects. There is no statutory requirement to post such a notice for the General Obligation Refunding and Improvement Bonds, which will the fifth and final year ($4 million) of street reconstruction projects approved by voters in November 2012, the third year ($13.16 million) of projects approved by voters in November 2014, and the refunding of existing general obligation debt ($12.98 million). 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 FXHIRITC 1. Notice of Intent Ordinance Respectfully submitted: Chuck Springer, 349-8260 Director of Finance Prepared by: City of Denton Page 3 of 4 Printed on 3/3/2017 povveied by I_egist9i I;, File M ID 17-240, Version: 1 Antonio Puente, Jr. Assistant Director of Finance City of Denton Page 4 of 4 Printed on 3/3/2017 povveied by I_egist9i I;, sAlegal\our documents\ordinances\17\noi ordinance (ww sewer electric) v1doex ORDINANCE NO. AN ORDINANCE DIRECTING THE PUBLICATION OF NOTICE OF INTENTION TO ISSUE $71,640,000 IN PRINCIPAL AMOUNT OF CERTIFICATES OF OBLIGATION OF THE CITY OF DENTON FOR WATERWORKS AND SEWER SYSTEM AND ELECTRIC SYSTEM PROJECTS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, it is deemed necessary and advisable that the Notice of Intention to Issue Certificates of Obligation be given as hereinafter provided; NOW, THEREFORE; THE COUNCII, OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. Attached hereto is a form of "NOTICE OF INTENTION TO ISSUE CERTIFICATES OF OBLIGATION OF THE CITY OF DENTON", the form and substance of which are hereby adopted and approved, and made a part of this Ordinance for all purposes. SECTION 2. The City Secretary shall cause said NOTICE, in substantially the form attached hereto, to be published once a week for two consecutive weeks in a newspaper of general circulation in the City, with the date of the first publication to be at least thirty-one (3 1) days before the date tentatively set for the passage of the Ordinance authorizing the issuance of such Certificates of Obligation. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2017. CHRIS WAITS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY am APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY sAlegal\our documents\ordinances\l7\noi ordinance (ww sewer electric) v3.docx THE STATE OF TEXAS COUNTY OF DENTON CITY OF DENTON NOTICE OF INTENTION TO ISSUE CERTIFICATES OF OBLIGATION OF THE CITY OF DENTON (WATERWORKS AND SEWER SYSTEM AND ELECTRIC SYSTEM PROJECTS) THE CITY OF DENTON, in Denton County, Texas, hereby gives notice of its intention to issue CITY OF DENTON CERTIFICATES OF OBLIGATION, in accordance with the Certificate of Obligation Act of 1971, as amended and codified, and other applicable laws, in the maximum principal amount of $71,640,000 for the purpose of paying all or a portion of the City's contractual obligations incurred pursuant to contracts for the purchase, construction and acquisition of certain real and personal property, to wit: (a) acquisition of equipment for, and acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to, the City's waterworks and sewer system; (b) acquisition of equipment for, and acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to, the City's electric light and power system; and also for the purpose of paying all or a portion of the City's contractual obligations for professional services, including engineers, architects, attorneys, map makers, auditors, and financial advisors, in connection with said projects and said Certificates of Obligation. The City proposes to provide for the payment of such Certificates of Obligation from the levy and collection of ad valorem taxes in the City as provided by law, and from certain surplus revenues (not to exceed $1,000 in aggregate amount) derived by the City from the ownership and operation of the City's Utility System (consisting of the City's combined waterworks and sewer system, drainage system and electric light and power system). The City Council of the City tentatively proposes to authorize the issuance of such Certificates of Obligation at a meeting commencing at 6:30 p.m. on the 18th day of April, 2017, in the City Council room at the Municipal Building (City Hall), 215 E. McKinney, Denton, Texas. CITY OF DENTON, TEXAS By: Jennifer K. Walters, City Secretary Page 2 City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-256, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: March 7, 2017 SUBJECT Consider adoption of an ordinance authorizing the City Manager to execute a professional services agreement for engineering services associated with the City of Denton Water Distribution System Master Plan; providing for the expenditure of funds therefor; and providing an effective date (File 6388 -awarded to Freese and Nichols, Inc. in an amount not -to -exceed $213,300). The Public Utilities Board recommends approval (6-0). FILE INFORMATION Water Distribution System master planning is used for a variety of purposes in a water utility to manage growth and budget for capital improvements. The primary uses for a Water Distribution System Master Plan include: Identifying water transmission pipeline, storage, and pumping improvements for inclusion in the Water Utilities 5 year Capital Improvements Program or 10 year Impact Fee Capital Improvements Program. 2. Identifying future waterline sizes for developer oversize participation agreements. The development of a Water Distribution System Master Plan requires the use of computer modeling to simulate existing conditions and project future conditions and anticipated growth over a 25 year planning window. From this modeling effort, capital improvement plans are then developed to satisfy anticipated water demands for the long range 25 year condition, the 10 year Water Impact Fee Capital Plan condition, and the 5 year Water Utility Capital Plan. Freese and Nichols, Inc., performed the last Water Distribution System Master Plan for the City of Denton in 2007. This master plan was updated in 2012 as a part of the City's 2013 Water and Wastewater Impact Fee update. The Water Utilities Department typically performs this type of master planning effort every 10 years with a minor update for the Impact Fee Capital Improvements Plan every 5 years. Updating the City's Water Impact Fees is required by state law every 5 years and this master plan updating process will accomplish both of these goals. The Water Wastewater Impact Fee Update is scheduled for 2018 and this effort needs to begin this year to help facilitate this update process and planned schedule. Staff has researched several local engineering firms' qualifications to perform this project and selected Freese and Nichols, Inc., from Fort Worth due to their extensive work experience in this area as well as their familiarity with the City of Denton's water distribution system. The firm's prior experience with performing these studies along with the proposed project team and their resumes are included as Exhibit 1. The proposed scope of services and estimated fees are included in the contract (Exhibit 4). City of Denton Page 1 of 3 Printed on 3/3/2017 povveied by I_egivt9i IN File #: ID 17-256, Version: 1 Staff continues to maintain the software program and water distribution master plan that was developed by Freese and Nichols, Inc., for the City back in 2007 but needs their assistance with the modeling and updating of future water demands and the engineering analysis required to develop the 25 year, 10 year and 5 year CIP plans. Many of the key personnel within Freese and Nichols, Inc., that developed the plan for the City back in 2007 are still with the firm and are a part of the consultant team that has been negotiated to perform this work under this contract. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On February 27, 2017 the Public Utilities Board (PUB) recommended approval to forward this item to the City Council for consideration. RECOMMENDATION Approve a professional services agreement with Freese and Nichols, Inc. in the not -to -exceed amount of $213,300. PRINCIPAL PLACE OF BUSINESS Freese and Nichols, Inc. Fort Worth, TX ESTIMATED SCHEDULE OF PROJECT The services will be provided until all project scope requirements are met. This is estimated to be March 2018. FISCAL INFORMATION These services will be funded from Water Administration Operation and Management Consulting account 630364517.1360.20100. Requisition4133267 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: Public Infrastructure Related Goal: 2.3 Promote superior utility services and facilities EXHIBITS Exhibit l: Qualifications Statement Exhibit 2: Public Utilities Board Draft Minutes Exhibit 3: Ordinance City of Denton Page 2 of 3 Printed on 3/3/2017 povveied by I_egist9i I;, File #: ID 17-256, Version: 1 Exhibit 4: Contract Respectfully submitted: Ethan Cox, 349-7421 Customer Service Manager For information concerning this acquisition, contact: Tim Fisher at 349-7190. City of Denton Page 3 of 3 Printed on 3/3/2017 povveied by I_egist9i I;, 2220 San Jacinto Boulevard, Suite 330 1 Denton, Texas 76205 1 940-220-4340 024071901m1a Mr. Timothy Fisher Assistant Director of Utilities City of Denton 901-A Texas Street Denton, Texas 76209 Statement of Qualifications: WATER MASTER UPDATE Orgirg 1*A1rJv11aJTgM= AMM01 TRUSTED ADVISOR RELATIONSHIP — FNI opened its Denton office in 2005 as a result of our working relationship with the City of Denton, and we have continued to work closely with your staff, assisting them in making fully informed decisions on a wide variety of projects, ranging from water, wastewater, stormwater and roadway infrastructure projects to planning for the water system, downtown traffic and the City's bicycle and pedestrian system. • KNOWLEDGE OF DENTON'S WATER SYSTEM — FNI completed Denton's current Water Master Plan and has solid understanding of system operations, issues and opportunities with the system, population and demand projections, and the City's preferences for prioritization and reporting. Our background will allow us to update the plan with minimal start-up time and in a more cost-efficient manner. • WATER/WASTEWATER MASTER PLANNING EXPERIENCE — FNI has completed more water and wastewater master plans and system studies for water service providers in the past 10 years than any other consultant in Texas. Our hands-on understanding and proven process based on best practices will provide the City with a prioritized master plan and CIP that is constructible and provides a sound business case for its implementation. a 1 11 11 10,10 M"I'7'rMl Denton and ask that you feel free to contact us with any comments or questions. Sincerely, 5 4XI a Scott Cole, P.E. Project Manager I Vice President/Principal 817-735-7255 scott.cole@freese.com r7 Ron King, P.E. Associate I Denton Ice Manager 940-220-4350 &M"- jr4skaawxiahm EXHIBIT I Will CITY OF DENTON CITY OF DENTON SEPTEMBER 15, 2016 1 EXHIBIT I STATEMENT OF: QUALL`:aCATUONS I WATER MASTER UPDATE FREESE I CITY OF DENTON 990,912 MICHOLS SCOTT COLE, RE. PROJECT MANAGER Scott Cole is FNI's Water/Wastewater Master Planning Group Manager and a firm Vice President/Principal. Scott has led more than 60 water and wastewater infrastructure studies, master plans, capital improvement plans (CIPS} and impact fee studies. He specializes in hydraulic modeling, master planning and asset management of water and wastewater systems. Scott is a nationally recognized specialist in water system modeling and a member of the American Water Works Association's (A A,} Engineering Modeling Applications Committee that established standards for hydraulic modeling and co-author of AWWA`s M32 EXPERIENCE Computer Modeling of Water Distribution Systems manual. He also has conducted 17 years hydraulic model workshops for utilities across the United States. WATER MASTER PLANNING, MODELING AND SYSTEM STUDY EXPERIENCE EDUCATION M.S., Engineering Management, 0 Tbwn of Addison* 0 Town of Little Elm* University of Kansas 0 City of Aledo* 0 City of McKinney* B.S., Civil Engineering, University 0 City of Allen 0 City of Midlothian of Missouri -Rolla 0 City of Alvin 0 New Braunfels Utilities* REGISTRATION 0 City of Arlington* 0 City of Port Arthur Professional Engineer, Texas #98813 0 City of Beeville* 0 City of Princeton* 0 City of Cedar Hill* 0 Town of Prosper* Scott was Project 0 City of Cleburne 0 City of Richardson* Managerfor the City of 0 City of Coppell* 0 City of Rowlett Denton's most recent 0 Dallas Water Utilities* 0 San Antonio Water System Water Master Plan. He 0 City of Denton* 0 City of Seagoville has extensive experience 0 City of Fredericksburg* 0 City of Seguin* with the City's modeling 0 City of Garland* 0 City of Southlake software, H20 MAP 0 City of Grand Prairie* 0 Town of Sunnyvale Water 0 City of Grapevine* 0 City of Terrell* 0 City of Heath* 0 City of The Colony 0 City of Irving* 0 City of Wichita Falls 0 City of Keller* 0 North Texas Municipal Water 0 City of Kerrville* District* 0 City of Killeen* 0 Somervell County Water District* 0 City of Lancaster 0 Stephen F. Austin State University 0 City of Liberty *1420MAP Water software SEPTEMBER 15, 2016 1 2 EXHIBIT I STATEMENT OF: QUALL`:aCATUONS I WATER MASTER UPDATE FREESE I TY OF DENTON ICHOLS C IN STEPHANIE NOSES, RE. ASSISTANT PROJECT MANAGER Stephanie Neises is experienced in evaluating water distribution systems as part of FNI's Water/Wastewater Master Planning team. She focuses on hydraulic modeling and GIS integration for master planning, CIP development and water quality studies. Stephanie has performed engineering and project management tasks for more than 25 water master plans, plus wastewater master plans and impact fee studies. She has a working knowledge and experience with several hydraulic modeling software packages, including H20MAP Water, H20NET, InfoWater and WaterGEMS. WATER MASTER PLANNING, MODELING AND SYSTEM STUDY EXPERIENCE EXPERIENCE ® Town of Addison 11 years ® City of Aledo* EDUCATION 0 City of Allen B.S., Civil Engineering, South Dakota State University 0 Aquilla Water Supply District REGISTRATION ® City of Arlington* Professional Engineer, Texas 0 City of Beaumont #106195 0 Benbrook Water Authority* ® City of Cedar Hill* Stephanie was the Lead 0 City of College Station Hydraulic Modelerfor 0 City of Denton* the City of Denton's most ® City of Fair Oaks Ranch* recent Water Master Plan. ® City of Fredericksburg* ® City of Grand Prairie* ® City of Keller* ® City of Kerrville ® City of Killeen* ® City of Lancaster* ® Town of Little Elm* ® City of Midlothian* ® New Braunfels Water Utilities* ® City of North Richland Hills* ® City of Pearland* ® City of Pflugerville ® San Antonio Water System ® City of Seguin* ® Guadalupe -Blanco River Authority *H20MAP Water software SEPTEMBER 15, 2016 1 3 EXHIBIT I STATEMENT OF: QUA UHCATUONS I WATER MASTER UPDATE FREESE I CITY OF DENTON 990,912 ONICHOLS JESSICA BROWN, RE. QUALITY ASSURANCEAUALITY CONTROL Jessica Brown is an FNI Vice President/Principal and a Water/Wastewater Master Planning Group Manager. She is one of FNI's most experienced planning and indeling professionals, working closely with municipalities on master planning, CIPS and impact fee studies. Her expertise includes the calibration and use of system 3 models for master planning and CIP development, and the integration of GIS into water and wastewater models. Jessica's practical master planning and system study approach is strengthened by her hands-on design experience in both collection and distribution systems. EXPERIENCE WATER MASTER PLANNING, MODELING AND SYSTEM STUDY EXPERIENCE 19 years ® Town of Addison ® City of McAllen EDUCATION ® City of Arlington ® City of Midlothian B.S., Civil Engineering, Texas A&M 0 University City of Burleson 0 City of North Richland Hills REGISTRATION ® Benbrook Water Authority ® North Texas Municipal Water Professional Engineer, Texas 0 City of Cedar Hill District #90098 0 City of College Station 0 City of Palestine ® City of Coppell ® Town of Prosper ® Colorado River Municipal Water ® City of Richland Hills District 0 City of Rowlett ® City of Fort Worth ® City of San Angelo ® City of Frisco ® City of Taylor ® City of Grand Prairie ® Trinity River Authority ® City of Huntsville ® City of Vernon ® City of Keller ® City of Waco ® City of Kennedale ® City of Weatherford ® City of Kerrville ® City of Wichita Falls ® City of Killeen ® City of Lubbock ® City of Lucas ® City of Mansfield SEPTEMBER 15, 2016 1 4 EXHIBIT 1 SEPTEMBER 15, 2016 1 STATEMENT OF: QUAUHCATUONS I WATER MASTER UPDATE FREESE V990,92 o THOMAS RE. ' PRINCIPAL-IN-CHARGE Thomas Haster is a firrrr Vise President/Principal who his Ind more than 60 water/ wastewater master plans, condition assessment/asset management programs and impact fee studies. Thomas plays a pivotal role in assisting municipalities with addressing their water and wastewater planning needs and has led workshops for utilities throughout Texas on Impact Fee Program Development and Alternative Cast Recovery Planning for Water and Wastewater Systems. He serves on the A1/ WA National Water System Planning Committee. WATER MASTER PLANNING, MOI IELII` G AND I 'TIE M STUDY EXPERIENCE EXPERIENCE City of Arlington 0 City of Killeen 26 years ® City of Beaumont 0 City of Mansfield EDUCATION ® Benbrook Water Authority ® McAllen Public Utility M.S., Civil Engineering, Texas A&M University 0City of BurlesonCity of McKinney 3.S., Civil Engineering, Texas A&M ® City of Cleburne ® City of Midlothian University 0 City of College Station 0 City of North Richland Hills REGISTRATION ® City of Denton ® City of San Angelo Professional Engineer, Texas City of Fort Worth 0 City of Taylor #79736 ® City of Fredericksburg ® City of Waco ® City of Frisco ® City of Weatherford ® City of Garland ® City of Wichita Falls ® City of Grand Prairie ® Dallas/Fort Worth International ® City of Greenville Airport ® City of Hurst ® North Texas Municipal Water District ® City of Irving ® San Antonio Water System ® City of Keller SEPTEMBER 15, 2016 1 EXHIBIT I STATEMENT OF: QUAUHCAT uONS I WATER MASTER UPDATE FREESE IM I C TY OF DENTON 990,912 ICHOLS EXPERIENCE 10 years EDUCATION B.S., Civil Engineering, Texas A&M University REGISTRATION Professional Engineer, Texas #106372 PROJECT ENGINEER Melissa Brunger is a Project Manager/Engineer in FM's Water/Wastewater Master Planning Group and specializes in hydraulic modeling and GIS integration for master planning, Aasset management, CIP development, water quality studies and impact fee analysis. Melissa has extensive experience with multiple hydraulic modeling software packages, including InfoWater, WaterGEMS, H20MAP Sewer and H20MAP Water. Melissa has presented at state and national level conferences on hydraulic modeling, regional water planning, water quality analysis and integrated capital improvement planning. WATER MASTER PLANNING, MODELING AND SYSTEM STUDY EXPERIENCE ® City of Abilene* 0 City of Lancaster* ® Town of Addison* ® City of Mansfield* ® City of Arlington* 0 McAllen Public Utility ® Benbrook Water Authority* 0 City of McKinney ® City of Center 0 City of Midlothian* ® Dallas Water Utilities ® City of North Richland Hills* ® City of Fort Worth* 0 City of Princeton ® City of Frisco* ® Town of Prosper* ® City of Garland* ® City of Richardson ® City of Grand Prairie* 0 City of Rowlett ® City of Grapevine* 0 City of Sunnyvale* ® City of Heath* 0 North Texas Municipal Water ® City of Irving* District* ® City of Keller* 0 Stephen F. Austin State University ® City of Killeen *H20MAP Water software SEPTEMBER 15, 2016 16 EXHIBIT I STATEMENT OF: QUAL�FXAT�ONS I WATER MASTER UPDATE,}��t �� ,'shayt,� �, , ` „r ,,��� CITY OF 1 )c, ,33s, t;1, s 111(, „ t' ANDREW FRANKO, P.E. cr r� ......... . *H20MAP Water software SEPTEMBER 15, 2016 1 EXHIBIT I STATEMENT OF: QUALaCATUONS I WATER MASTER UPDATE FREESE IM I C TY OF DENTON 990,912 ICHOLS EDUCATION M.Eng., Water Resources, University of Texas at Arlington B.S., Civil Engineering, University of Texas at Arlington Utilities Project Manager and the firm's most experienced elevated storage tank engineer. Ron is noted for his outstanding client service and has provided leadership to water system projects throughout Texas. His background includes larger elevated storage tanks, including related water quality issues; water and sanitary sewer improvements and design; water line and storm drain design; with local cities. RELATED PROjECT EXPERIENCE >) WATER DISTRIBUTION SYSTEM MASTER PLAN I CITY OF DENTON I QUALITY CONTROL I Water Distribution System Master Plan for community of 107,386 residents. Developed a CIP to serve 253,000 in 2032. Used information from Traffic Survey Zones. Resident demand calculated on per -capita basis; non-residential on per -acre demand. Addressed wholesale customers and unaccounted-for water. >) DEVELOPMENT PLAN REVIEWS I CITY OF DENTON I PROJECT MANAGER I Provide REGISTRATION compliance review of submittals made to the City Planning Department Professional Engineer, Texas that include preliminary plats, final plats, variance requests, comprehensive #81073 plan amendments, master planned communities, Conditional and Letter of Map Revision, traffic impact analyses, and alternative development plans and coordinate development projects with the City CIP and future utility expansions. >) GROWTH MANAGEMENT PLAN I CITY OF DENTON I QUALITY CONTROL I Growth management plan covering identification of populous areas that may be placed in a three-year annexation plan; identification of sparsely settled areas that may be annexed outside of a three-year plan; and the order in which such areas should be annexed. >) WATER/WASTEWATER UTILITIES EXPERIENCE I City of Denton >) North/South Water Transmission >) Mayhill Road Water/Wastewater Pipeline Relocations >) FM 2181 Utility Relocations >) Hickory Creek Interceptor >) WATER MASTER PLANNING, MODELING AND SYSTEM STUDY EXPERIENCE >) City of Arlington >) City of Burleson >) City of Cleburne >) City of Denton >) City of Garland >) City of Grand Prairie >) City of Henrietta >) City of Lucas >) City of North Richland Hills >) Benbrook Water Authority SEPTEMBER 15, 2016 1 B EXHIBIT 1 STATEMENT OF: QUAUHCATUONS I WATER MASTER UPDATE FREESE V990,92 o G IS ANALYST Sherrie Hubble is a GIS Analyst in FM`s Water/Wastewater Master Planning Group who has significant experience performing mapping and spatial analysis for water and wastewater modeling, as well as water transmission and resources planning. She specializes in producing hydraulic analysis, and immediate and long -terra capital Improvements mapping. Her skillset includes creating, editing and managing spatial data, population projection, geocoding, 3 surface rasterization and georeferencing. Sherrie is proficient in ESRI ArcGIS Desktop. She is an active member of Geospatial Information and Technology Association, South Central Arc User Group, and North EXPERIENCE American Cartographic Information Society. 6years WATER MASTER PLANNING, MODELING AND SYSTEM STUDY EXPERIENCE EDUCATION ® City of Alvin Master of City and Regional 0 City of Arlington Planning, Physical Land Use City of Beeville Planning, University of Texas at Arlington 0 Benbrook Water Authority B.S., Geography, University of 0 City of Burleson North Texas ® City of Cleburne REGISTRATION 0 City of College Station Geographic Information Systems Professional #82950 0City of Cedar Hill ® City of Fort Worth ® City of Fredericksburg ® City of Frisco ® City of Grand Prairie ® City of Grapevine ® City of Huntsville ® City of Kennedale ® City of Kerrville ® City of Kilgore ® City of Lancaster ® City of Lubbock ® New Braunfels Utilities ® North Texas Municipal Water District ® City of Port Arthur ® Town of Prosper ® San Antonio Water System ® City of Sunnyvale ® City of Weatherford SEPTEMBER 15, 2016 1 EXHIBIT I Milli ",�,7 -�dllfllll Will SEPTEMBER 15, 2016 1 10 EXHIBIT I STATEMENT OF: QUALFF Tu I WATER MASTER UPDATEFREESE I CITY OF DENTON 990,912 ?NICHOLS L kl ............ & E L WATER MASTER PLAN I CITY OF FORT WORTH In 2005, FNI prepared a Regional Comprehensive Water Distribution Master Plan projected 2025 population of 1.5 million. The comprehensive, 20 -year CIP, which calls for about $1.2 billion in improvements, will allow the City of Fort Worth to extend water service to surrounding Tarrant, Parker, Johnson, Denton and Wise Counties. FNI has ucclatecl the master 'clan in chases from 2013 to 2016, based on_dian_4-ny-__ demand conditions when the Walsh Ranch development was postponed and growth exploded in the northern part of the City. FN I continues to provide modeling support and services for evaluating CIP projects for the City of Fort Worth under an On -Call Modeling Agreement. M -mW P(Vitjci�t�, n*okm, g - ��m P§hv�� Water Plan, involving an Advisory Committee that included major customer groups: retail and wholesale users, developers, larger users and existing interior neighborhoods. A Strategic Planning Document that outlined a road map for the followinM five areas: 1) future water system service areas, 2) raw water system supply, 3) water extension policy, 4) wholesale customer policy, and 5) water system vulnerability. FNI developed mini -master plans for 24 identified redevelopment areas. FNI calculated 2010, 2030 and 2060 demands for each redevelopment area and distributed the water demands in the water model. Each proposed land use was assigned a water usage factor. The water model was expanded in each of the 24 areas to include all pipes, and the analyses were conducted under maximum day, peak hour and fire flow demands. SEPTEMBER 15, 2016 1 11 EXHIBIT I STATEMENT OF: QUA UFXATuONS I WATER MASTER UPDATEFREESE I CITY OF DENTON 990,912 MICHOLS FNI is conducting a Water Infrastructure Plan Update to evaluate existing and future needs within San Antonio Water System's (SAWS') service area. A phased CIP will be developed to accommodate projected growth, as well as to ensure compliance with system regulations. FNI worked closely with SAWS staff to still providing high-quality service to the customers. FNI expanded the water model from a steady-state model to an extended period simulation model so that system operations could be evaluated in greater detail. This allowed for a thorough analysis of water supply integration, water age analysis, source trace modeling and operational optimization. We also included milestone workshops at key intervals during the project to present progress and results to a SAWS staff and board members to facilitate buy -in throughout the process. At the completion of the Water Infrastructure Plan, SAWS will have a comprehensive water system planning tool to aid in the improvement and development of water infrastructure. SUMMARY OF THE FINAL REPORT The Final Report and Technical Memoranda will include a summary of the assum;ctions, methoclolo,,-WAndhi,�-s and recommendations of the st population and water demand projections, hydraulic model calibration, existing and future system model analyses, asset management pilot area, and prioritized CIP development. SEPTEMBER 15, 2016 1 12 SSii NO ASTAMDCE INTEI�U ON ALTERN-4f VE 1 7 LM, f r rnFREE K MiNKH, FNI is conducting a Water Infrastructure Plan Update to evaluate existing and future needs within San Antonio Water System's (SAWS') service area. A phased CIP will be developed to accommodate projected growth, as well as to ensure compliance with system regulations. FNI worked closely with SAWS staff to still providing high-quality service to the customers. FNI expanded the water model from a steady-state model to an extended period simulation model so that system operations could be evaluated in greater detail. This allowed for a thorough analysis of water supply integration, water age analysis, source trace modeling and operational optimization. We also included milestone workshops at key intervals during the project to present progress and results to a SAWS staff and board members to facilitate buy -in throughout the process. At the completion of the Water Infrastructure Plan, SAWS will have a comprehensive water system planning tool to aid in the improvement and development of water infrastructure. SUMMARY OF THE FINAL REPORT The Final Report and Technical Memoranda will include a summary of the assum;ctions, methoclolo,,-WAndhi,�-s and recommendations of the st population and water demand projections, hydraulic model calibration, existing and future system model analyses, asset management pilot area, and prioritized CIP development. SEPTEMBER 15, 2016 1 12 EXHIBIT 1 WATER MASTER PLAN | CITY OF WACO /źƷǤƚŅğĭƚ Alternative#2:Serving50%ofWholesaleCustomerDemand CLIENT CONTACT PressurePlane#1RequiredFirmPumpingCapacity (PressurePlane#1servesPressurePlane#2and#5) 80.0 70.0 RiversideWTPHSPS=40.1MGD Existing CźƩƒ PumpingCapacity=40.1MGD 60.0 ΫŷĻŅǒƓĭƷźƚƓğƌƦǒƒƦźƓŭĭğƦğĭźƷǤƚŅƷŷĻ 50.0 wźǝĻƩƭźķĻtźƭЋЉ͵ЉaD5ķǒĻƷƚƷŷĻğŭĻ ƚŅƦźƦźƓŭŅƩƚƒƷŷĻƦƌğƓƷ͵ 40.0 Ѝ͵А 30.0 Ѝ͵Њ Ћ͵Ў Њ͵В В͵Ќ Б͵Б Ў͵Ў Б͵Ќ 20.0 ЋЉ͵Б 10.0 ЊВ͵Ќ ЊВ͵Љ ЊА͵Ў 0.0 ЋЉЊЍЋЉЋЉЋЉЌЉЋЉЍЉ 60%ofPP#1PeakHourDemand60%ofPP#2PeakHourDemand60%ofPP#5PeakHourDemand RENEWAL-BASED CIP WATER SUPPLY PLANNING September 15, 2016 | 13 EXHIBIT u STATEMENT OF: O0AL�FXAT�ONS U WATER MASTER UPDATEFREESE CITY OF QENT��N 990,912�NICHOLS WATER MASTER PLAN CITY OF GRAND PRAIRIE FN|developed and updated the City ufGrand Prairie's Water System Master Plan. This project includes the development ufmcomprehensive water distribution system study, which involved using mhydraulic model Ludevelop mC|Pbased unland use assumptions (LUAm) developed for 5 -,1O - and 2D - year conditions. The City's water service area includes approximately 8D square miles, and the population within the area improjected Lugrow Luover 25O,OOO people inthe next 25years. Accommodating this growth in an efficient and cost-effective manner byusing water supply from Dallas Water Utilities and the City's groundwater wells , while maintaining m safe and reliable water supply, is mfocum ufthe Master Plan. Hydraulic analyses will beconducted Lu identify deficiencies inthe existing water system and LuestablishCITY OF mC|PLureinforce the existing system. Various combinations uf improvements and modifications will beinvestigated Ludetermine the most appropriate approach for meeting projected demands. FNI is also using this project opportunity to employ Cityworks, a GIS -centric asset management solution. Integration of the Cityworks Online system allows for cost- effective and intelligent inspection, monitoring and conditions assessment. FNI is a Ci1ywurkmbronze partner. FN| developed m$127-mi||iunC|Pms part ufthe original Master Plan and Impact Fee Study. Recommendations included new water supply options, constructing improvements Luenhance system operations, water system renewal and improving overall distribution water quality. Other challenges that were addressed included addressing fire flow capacity needs, meeting elevated storage requirements and providing service to areas of rapid growth inthe Grand Prairie's South Sector, where |iLL|e or no infrastructure currently exists. SEPTEMBER 15. 2016 i 15 EXHIBIT I STATEMENT OF: QUALFF Tu I WATER MASTER UPDATEFREESE I CITY OF DENTON 990,912 ?NICHOLS /�O V e I Z I T I i I R 17 1 OwNEW BRAUNFELS UTILITIES IVIT11 I w4Trz Lk DIS 181131 I [ON SYS I I WI I II MINIM(,M PRE1SIJKES j UV" % ,V, S -0 4-A RiFREESE AVICHOLS U WATER MASTER PLAN I NEW BRAUNFELS UTILITIES FNI performed a Water Master Plan for New Braunfels Utilities (NBU). This project consisted of developing water demand projections for 5-, 10- and 25 - year conditions and using those projections to determine the needed system improvements to serve the projected growth within the water service area. A hydraulic model was utilized to evaluate existing capacity, as well as future infrastructure requirements. The model was provided to NBU staff for use in development reviews and operational modifications. A comprehensive water s,kgstem CIP was develo;wed that identifies cro-'ect costs and ch the development of impact fees. SEPTEMBER 15, 2016 1 16 X5 -7- 0 /�O V e I Z I T I i I R 17 1 OwNEW BRAUNFELS UTILITIES IVIT11 I w4Trz Lk DIS 181131 I [ON SYS I I WI I II MINIM(,M PRE1SIJKES j UV" % ,V, S -0 4-A RiFREESE AVICHOLS U WATER MASTER PLAN I NEW BRAUNFELS UTILITIES FNI performed a Water Master Plan for New Braunfels Utilities (NBU). This project consisted of developing water demand projections for 5-, 10- and 25 - year conditions and using those projections to determine the needed system improvements to serve the projected growth within the water service area. A hydraulic model was utilized to evaluate existing capacity, as well as future infrastructure requirements. The model was provided to NBU staff for use in development reviews and operational modifications. A comprehensive water s,kgstem CIP was develo;wed that identifies cro-'ect costs and ch the development of impact fees. SEPTEMBER 15, 2016 1 16 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 EXHIBIT 2 DRAFT MINUTES PUBLIC UTILITIES BOARD Monday, February 27, 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 27, 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, Barbara Russell, Lilia Bynum, Charles Jackson, Brendan Carroll, and Allen Bishop Ex Officio Members: Howard Martin, ACM Utilities OPEN MEETING CONSENT AGENDA B. PUB17-050- Consider recommending approval of a Professional Services Agreement for Architect or Engineer between the City of Denton and Freese and Nichols Inc. (FNI) in the lump sum amount of $213,300.00 for Engineering Services associated with Water Distribution System Master Planning. (PSA 6388) Board Member Russell motioned to approve item B. There was a second by Board Member Carroll. Vote 6-0 approved. Adjournment 10:32 a.m. ORDINANCE NO. AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING SERVICES ASSOCIATED WITH THE CITY OF DENTON WATER DISTRIBUTION SYSTEM MASTER PLAN; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 6388—AWARDED TO FREESE AND NICHOLS, INC. IN AN AMOUNT NOT -TO -EXCEED $213,300). 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 Freese and Nichols, Inc., to provide professional engineering services for the City of Denton Water Distribution System Master Plan, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 6388 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. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY :• EXHIBIT 4 PROFESSIONAL SERVICES AGREEMENT FOR ARCHITECT OR ENGINEER PSA 6388 THIS AGREEMENT is made and entered into on , by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "Owner" and Freese and Nichols, Inc. (FNI), with its corporate office at 2220 San Jacinto Blvd, Suite 330, Denton, TX 76205, hereinafter called "Design Professional," acting herein, by and through their duly authorized representatives. In consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: SECTION 1 EMPLOYMENT OF DESIGN PROFESSIONAL The Owner hereby contracts with the Design Professional, a licensed Texas architect or engineer, as an independent contractor. The Design Professional hereby agrees to perform the services as described herein and in the Proposal, the General Conditions, and other attachments to this Agreement that are referenced in Attachment A, in connection with the Project. The Project shall include, without limitation, The City of Denton Water Distribution System Master Plan • Water Distribution System Master Plan - Updated Task A. Project Development Task B. Water Model Review and Update Task C. Population and water Demand Projections Task D. Distribution System Hydraulic Capacity Analysis Task E. Water System Capital Improvement Plan, Master Plan Report & Model Training Task F. Water Impact Fee Assistance SECTION 2 COMPENSATION The Owner shall compensate the Design Professional as follows: 2.1 BASIC SERVICES 2.1.1 For Basic Services the total compensation shall be $213,300. S:AMaterials Management\PRCH\BIDs, RFPs & Contracts\6000-6999\6388-PSA Water Mater Plan (Freese & Nichols)Acontract\old\6388-PSA for Master Water Plan with Freese & Nichols, Inc..doc Page 1 of 18 DocuSign Envelope ID: 04A1C3D5-B41C-4lE1-BEFE-BF454A80FEFF EXHIBIT 4 2.1.2 Progress payments for Basic Services shall be paid in the following percentages for of the total compensation for the Basic Services satisfactorily completed at the end of the following phases of the Project: Engineering Fee Summary Task A. Project Management $ 20,060 Task B. Water Model Review and Update $ 28,200 Task C. Population and Water Demand Projections $ 30,210 Task D. Distribution System Hydraulic Capacity Analysis $ 55,570 Task E. Water System CIP & Master Plan Report $ 50,300 Task F. Water Impact Fee Assistance $ 28,960 Total $213,300 2.2 ADDITIONAL SERVICES 2.2.1 Compensation for Additional Services is as follows: Will be based on the attached schedule of charges 2.2.2 Compensation for Additional Services of consultants (FNI), including additional structural, mechanical and electrical engineering services shall be based on a multiple of 2.02 times the amounts billed to the Design Professional for such additional services. 2.3 REIMBURSABLE EXPENSES Reimbursable Expenses shall be a multiple of 1.10 times the expenses incurred by the Design Professional, the Design Professional's employees and consultants in the interest of the Project. SECTION 3 INVOICES Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro-for-rna invoice shall be sent to the contract administrator as identified in the Notice to Proceed. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. S:AMaterials Management\PRCH\BIDs, RFPs & Contracts\6000-6999\6388-PSA Water Mater Plan (Freese & Nichols)Acontract\old\6388-PSA for Master Water Plan with Freese & Nichols, Inc..doc Page 2 of 18 DocuSign Envelope ID: 04A1C3D5-B41C-4lE1-BEFE-BF454A80FEFF EXHIBIT 4 SECTION 4 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 the signature page of this contract. 5. Sign and notarize the Form 1295 6. Email the notarized form to purchasing(i4ityofdenton.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. S:AMaterials Management\PRCH\BIDs, RFPs & Contracts\6000-6999\6388-PSA Water Mater Plan (Freese & Nichols)Acontract\old\6388-PSA for Master Water Plan with Freese & Nichols, Inc..doc Page 3 of 18 DocuSign Envelope ID: 04A1C3D5-B41C-41E1-BEFE-BF454A80FEFF EXHIBIT 4 S E'CT1 ON i ENTIRE AGREEMENT A Phis orcement it this ewcutedag I Z-1 greement and the Collowing, docu,ments all of'N,hlch are attached hereto and made a part hereol'by reference as if fully set forth herein: City offlenton Gencn.,d Conditions to Agreenicnif'or Architectural or L'Ingincering Services. 1 The Design Prof.essional's Proposal I I Attachments A through C' This Agreeinent is sigZ�ned by the parties hereto eNecliveas of the date first a1 written. BY: TIESl': fl-`NNJI�EIR WALTERS, CITY S1.1.CRI,.,1`TARY m APPR( 'I WED AS TO LEGAL FORM: AARON LEAL, INJ'ERIM CITY ATTORNEY DOCUSIgned by: BY- ------------------- O OC2AM439 CITY OF DEN` ON TODD IJILEMAN CITY MANAGER DESIGN IARM BY, EDocuSigned by: <BFD8359411414B4 Firm's Officer/Representative (S ignatUre) -FI.11-XAS FT1,11CS COMMISSION CE R'J - I f -'I C ATE N U T\1 13 t", R S \Nblt,m& RI -Ts & COW I uds\0000-6999,63,894'SA WLIM, Mater PI an t1-j-ce,,,e S: Nidxfls)%k;on t1,ac0,o1d\638K-PSA fior Nl.�ter Wnlu 111m] with [,rk:Qse N,, Nichol,, hic-doc, Page 4 of 18 DocuSign Envelope ID: 04A1C3D5-B41C-4lE1-BEFE-BF454A80FEFF EXHIBIT 4 CITY OF DENTON GENERAL CONDITIONS TO AGREEMENT FOR ARCHITECTURAL OR ENGINEERING SERVICES ARTICLE 1. ARCHITECT OR ENGINEER'S RESPONSIBILITIES 1.1 The Architect or Engineer's services consist of those services for the Project (as defined in the agreement (the "Agreement') and proposal (the "Proposal") to which these General Conditions are attached) performed by the Architect or Engineer (hereinafter called the "Design Professional") or Design Professional's employees and consultants as enumerated in Articles 2 and 3 of these General Conditions as modified by the Agreement and Proposal (the "Services"). 1.2 The Design Professional will perform all Services as an independent contractor to the prevailing professional standards consistent with the level of care and skill ordinarily exercised by members of the same profession currently practicing in the same locality under similar conditions, including reasonable, informed judgments and prompt timely actions (the "Degree of Care'). The Services shall be performed as expeditiously as is consistent with the Degree of Care necessary for the orderly progress of the Project. Upon request of the Owner, the Design Professional shall submit for the Owner's approval a schedule for the performance of the Services which may be adjusted as the Project proceeds, and shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule and approved by the Owner shall not, except for reasonable cause, be exceeded by the Design Professional or Owner, and any adjustments to this schedule shall be mutually acceptable to both parties. ARTICLE 2 SCOPE OF BASIC SERVICES 2.1 BASIC SERVICES DEFINED The Design Professional's Basic Services consist of those described in Sections 2.2 through 2.6 of these General Conditions and include without limitation normal structural, civil, mechanical and electrical engineering services and any other engineering services necessary to produce a complete and accurate set of Construction Documents, as described by and required in Section 2.4. The Basic Services may be modified by the Agreement. 2.2 SCHEMATIC DESIGN PHASE 2.2.1 The Design Professional, in consultation with the Owner, shall develop a written program for the Project to ascertain Owner's needs and to establish the requirements for the Project. 2.2.2 The Design Professional shall provide a preliminary evaluation of the Owner's program, construction schedule and construction budget requirements, each in terms of the other, subject to the limitations set forth in Subsection 5.2.1. 2.2.3 The Design Professional shall review with the Owner alternative approaches to design and construction of the Project. 2.2.4 Based on the mutually agreed-upon program, schedule and construction budget requirements, the Design Professional shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. The Schematic Design shall contemplate compliance with all applicable laws, statutes, ordinances, codes and regulations. 2.2.5 The Design Professional shall submit to the Owner a preliminary detailed estimate of Construction Cost based on current area, volume or other unit costs and which indicates the cost of each category of work involved in constructing the Project and establishes an elapsed time factor for the period of time from the commencement to the completion of construction. 2.3 DESIGN DEVELOPMENT PHASE 2.3.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, schedule or construction budget, the Design Professional shall prepare for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate, which shall comply with all applicable laws, statutes, ordinances, codes and regulations. Notwithstanding Owner's approval of the documents, Design Professional represents that the Documents and specifications will be sufficient and adequate to fulfill the purposes of the Project. 2.3.2 The Design Professional shall advise the Owner of any adjustments to the preliminary estimate of Construction Cost in a further Detailed Statement as described in Section 2.2.5. 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Based on the approved Design Development Documents and any further adjustments in the scope or quality of the Project or in the construction budget authorized by the Owner, the Design Professional shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifications setting forth in detail requirements for the construction of the Project, which shall comply with all applicable laws, statutes, ordinances, codes and regulations. 2.4.2 The Design Professional shall assist the Owner in the preparation of the necessary bidding or procurement information, bidding or procurement forms, the Conditions of the contract, and the form of Agreement between the Owner and contractor. 2.4.3 The Design Professional shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indicated by changes in requirements or general market conditions. 2.4.4 The Design Professional shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. S:AMaterials Management\PRCH\BIDs, RFPs & Contracts\6000-6999\6388-PSA Water Mater Plan (Freese & Nichols)Acontract\old\6388-PSA for Master Water Plan with Freese & Nichols, Inc..doc Page 5 of 18 DocuSign Envelope ID: 04A1C3D5-B41C-4lE1-BEFE-BF454A80FEFF EXHIBIT 4 2.5 CONSTRUCTION CONTRACT PROCUREMENT 2.5.1 The Design Professional, following the Owner's approval of the Construction Documents and of the latest preliminary detailed estimate of Construction Cost, shall assist the Owner in procuring a construction contract for the Project through any procurement method that is legally applicable to the Project including without limitation, the competitive sealed bidding process. Although the Owner will consider the advice of the Design Professional, the award of the construction contract is in the sole discretion of the Owner. 2.5.2 If the construction contract amount for the Project exceeds the total construction cost of the Project as set forth in the approved Detailed Statement of Probable Construction Costs of the Project submitted by the Design Professional, then the Design Professional, at its sole cost and expense, will revise the Construction Documents as may be required by the Owner to reduce or modify the quantity or quality of the work so that the total construction cost of the Project will not exceed the total construction cost set forth in the approved Detailed Statement of Probable Construction Costs. 2.6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 The Design Professional's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the Contract for Construction and terminates at the issuance to the Owner of the final Certificate for Payment, unless extended under the terms of Subsection 8.3.2. 2.6.2 The Design Professional shall provide detailed administration of the Contract for Construction as set forth below. For design professionals the administration shall also be in accordance with AIA document A201, General Conditions of the Contract for Construction, current as of the date of the Agreement as may be amended by the City of Denton special conditions, unless otherwise provided in the Agreement. For engineers the administration shall also be in accordance with the Standard Specifications for Public Works Construction by the North Central Texas Council of Governments, current as of the date of the Agreement, unless otherwise provided in the Agreement. 2.6.3 Construction Phase duties, responsibilities and limitations of authority of the Design Professional shall not be restricted, modified or extended without written agreement of the Owner and Design Professional. 2.6.4 The Design Professional shall be a representative of and shall advise and consult with the Owner (1) during construction, and (2) at the Owner's direction from time to time during the correction, or warranty period described in the Contract for Construction. The Design Professional shall have authority to act on behalf of the Owner only to the extent provided in the Agreement and these General Conditions, unless otherwise modified by written instrument. 2.6.5 The Design Professional shall observe the construction site at least one time a week, while construction is in progress, and as reasonably necessary while construction is not in progress, to become familiar with the progress and quality of the work completed and to determine if the work is being performed in a manner indicating that the work when completed will be in accordance with the Contract Documents. Design Professional shall provide Owner a written report subsequent to each on-site visit. On the basis of on-site observations the Design Professional shall keep the Owner informed of the progress and quality of the work, and shall exercise the Degree of Care and diligence in discovering and promptly reporting to the Owner any observable defects or deficiencies in the work of Contractor or any subcontractors. The Design Professional represents that he will follow Degree of Care in performing all Services under the Agreement. The Design Professional shall promptly correct any defective designs or specifications furnished by the Design Professional at no cost to the Owner. The Owner's approval, acceptance, use of or payment for all or any part of the Design Professional's Services hereunder or of the Project itself shall in no way alter the Design Professional's obligations or the Owner's rights hereunder. 2.6.6 The Design Professional shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the work The Design Professional shall not be responsible for the Contractor's schedules or failure to carry out the work in accordance with the Contract Documents except insofar as such failure may result from Design Professional's negligent acts or omis- sions. The Design Professional shall not have control over or charge of acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the work. 2.6.7 The Design Professional shall at all times have access to the work wherever it is in preparation or progress. 2.6.8 Except as may otherwise be provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor shall communicate through the Design Professional. Communications by and with the Design Professional's consultants shall be through the Design Professional. 2.6.9 Based on the Design Professional's observations at the site of the work and evaluations of the Contractor's Applications for Payment, the Design Professional shall review and certify the amounts due the Contractor. 2.6. 10 The Design Professional's certification for payment shall constitute a representation to the Owner, based on the Design Professional's observations at the site as provided in Subsection 2.6.5 and on the data comprising the Contractor's Application for Payment, that the work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to minor deviations from the Contract Documents cor- rectable prior to completion and to specific qualifications expressed by the Design Professional. The issuance of a Certificate for Payment shall further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment shall not be a representation that the Design Professional has (1) reviewed construction means, methods, techniques, sequences or procedures, or (2) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. 2.6.11 The Design Professional shall have the responsibility and authority to reject work which does not conform to the Contract Documents. Whenever the Design Professional considers it necessary or advisable for implementation of the intent of the Contract Documents, the Design Professional will have authority to require additional inspection or testing of the work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Design Professional nor a decision made in good faith either to exercise or not exercise such authority shall give rise to a duty or responsibility of the Design Professional to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons performing portions of the work. 2.6.12 The Design Professional shall review and approve or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples for the purpose of (1) determining compliance with applicable laws, statutes, ordinances and codes; and (2) determining whether or not the work, when completed, will be in compliance with the requirements of the Contract Documents. The Design Professional shall act with such reasonable promptness to cause no delay in the work or in the construction of the Owner or of separate contractors, while allowing sufficient time in the Design Professional's professional judgment to permit adequate review. 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 designed by the Contractor, all of which remain the S:AMaterials Management\PRCH\BIDs, RFPs & Contracts\6000-6999\6388-PSA Water Mater Plan (Freese & Nichols)Acontract\old\6388-PSA for Master Water Plan with Freese & Nichols, Inc..doc Page 6 of 18 DocuSign Envelope ID: 04A1C3D5-B41C-4lE1-BEFE-BF454A80FEFF EXHIBIT 4 responsibility of the Contractor to the extent required by the Contract Documents. The Design Professional's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Design Professional, of construction means, methods, techniques, sequences or procedures. The Design Professional's approval of a specific item shall not indicate approval of an assembly of which the item is a component. When professional certification of performance characteristics of materials, systems or equipment is required by the Contract Documents, the Design Professional shall be entitled to rely upon such certification to establish that the materials, systems or equipment will meet the performance criteria required by the Contract Documents. 2.6.13 The Design Professional shall prepare Change Orders and Construction Change Directives, with supporting documentation and data if deemed necessary by the Design Professional as provided in Subsections 3.1.1 and 3.3.3, for the Owner's approval and execution in accordance with the Contract Documents, and may authorize minor changes in the work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent of the Contract Documents. 2.6.14 On behalf of the Owner, the Design Professional shall conduct inspections to determine the dates of Substantial Completion and Final Completion, and if requested by the Owner shall issue Certificates of Substantial and Final Completion. The Design Professional will receive and review written guarantees and related documents required by the Contract for Construction to be assembled by the Contractor and shall issue a final certificate for Payment upon compliance with the requirements of the Contract Documents. 2.6.15 The Design Professional shall interpret and provide recommendations on matters concerning performance of the Owner and Contractor under the requirements of the Contract Documents on written request of either the Owner or Contractor. The Design Professional's response to such requests shall be made with reasonable promptness and within any time limits agreed upon. 2.6.16 Interpretations and decisions of the Design Professional shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and initial decisions, the Design Professional shall endeavor to secure faithful performance by both Owner and Contractor, and shall not be liable for results or interpretations or decisions so rendered in good faith in accordance with all the provisions of this Agreement and in the absence of negligence. 2.6.17 The Design Professional shall render written decisions within a reasonable time on all claims, disputes or other matters in question between the Owner and Contractor relating to the execution or progress of the work as provided in the Contract Documents. 2.6.18 The Design Professional (1) shall render services under the Agreement in accordance with the Degree of Care; (2) will reimburse the Owner for all damages caused by the defective designs the Design Professional prepares; and (3) by acknowledging payment by the Owner of any fees due, shall not be released from any rights the Owner may have under the Agreement or diminish any of the Design Professional's obligations thereunder. 2.6.19 The Design Professional shall provide the Owner with four sets of reproducible prints showing all significant changes to the Construction Documents during the Construction Phase. ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in the Agreement or Proposal, and they shall be paid for by the Owner as provided in the Agreement, in addition to the compensation for Basic Services. The services described under Sections 3.2 and 3.4 shall only be provided if authorized or confirmed in writing by the Owner. If services described under Contingent Additional Services in Section 3.3 are required due to circumstances beyond the Design Professional's control, the Design Professional shall notify the Owner in writing and shall not commence such additional services until it receives written approval from the Owner to proceed. If the Owner indicates in writing that all or part of such Contingent Additional Services are not required, the Design Professional shall have no obligation to provide those services. Owner will be responsible for compensating the Design Professional for Contingent Additional Services only if they are not required due to the negligence or fault of Design Professional. 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.2.1 If more extensive representation at the site than is described in Subsection 2.6.5 is required, the Design Professional shall provide one or more Project Representatives to assist in carrying out such additional on-site responsibilities. 3.2.2 Project Representatives shall be selected, employed and directed by the Design Professional, and the Design Professional shall be compensated therefor as agreed by the Owner and Design Professional. 3.3 CONTINGENT ADDITIONAL SERVICES 3.3.1 Making material revisions in Drawings, Specifications or other documents when such revisions are: 1. inconsistent with approvals or instructions previously given by the Owner, including revisions made necessary by adjustments in the Owner's program or Project budget; 2. required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents, or 3. due to changes required as a result of the Owner's failure to render decision in a timely manner. 3.3.2 Providing services required because of significant changes in the Project including, but not limited to, size, quality, complexity, or the Owner's schedule, except for services required under Subsection 2.5.2. 3.3.3 Preparing Drawings, Specifications and other documentation and supporting data, and providing other services in connection with Change Orders and Construction Change Directives. 3.3.4 Providing consultation concerning replacement of work damaged by fire or other cause during construction, and furnishing services required in connection with the replacement of such work. S:AMaterials Management\PRCH\BIDs, RFPs & Contracts\6000-6999\6388-PSA Water Mater Plan (Freese & Nichols)Acontract\old\6388-PSA for Master Water Plan with Freese & Nichols, Inc..doc Page 7 of 18 DocuSign Envelope ID: 04A1C3D5-B41C-4lE1-BEFE-BF454A80FEFF EXHIBIT 4 3.3.5 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the work of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Construction. 3.3.6 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the work 3.3.7 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where the Design Professional is party thereto. 3.3.8 Providing services in addition to those required by Article 2 for preparing documents for alternate, separate or sequential bids or providing services in connection with bidding or construction prior to the completion of the Construction Documents Phase. 3.3.9 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as a part of the Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The intervening or concurrent negligence of the Owner shall not limit the Design Professional's obligations under this Subsection 3.3.9. 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 Providing financial feasibility or other special studies. 3.4.2 Providing planning surveys, site evaluations or comparative studies of prospective sites 3.4.3 Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the Project. 3.4.4 Providing services relative to future facilities, systems and equipment 3.4.5 Providing services to investigate existing conditions or facilities or to make measured drawings thereof. 3.4.6 Providing services to verity the accuracy of drawings or other information furnished by the Owner. 3.4.7 Providing coordination of construction performed by separate contractors or by the Owner's own forces and coordination of services required in connection with construction performed and equipment supplied by the Owner. 3.4.8 Providing detailed quantity surveys or inventories of material, equipment and labor. 3.4.9 Providing analyses of operating and maintenance costs. 3.4. 10 making investigations, inventories of materials or equipment, or valuations and detailed appraisals of existing facilities. 3.4.12 Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for operation and maintenance and consultation during operation. 3.4.13 Providing interior design and similar services required for or in connection with the selection, procurement or installation of furniture, furnishings and related equipment. 3.4.14 Providing services other than as provided in Section 2.6.4, after issuance to the Owner of the final Certificate for Payment and expiration of the Warranty period of the Contract for Construction. 3.4.15 Providing services of consultants for other than architectural, civil, structural, mechanical and electrical engineering portions of the Project provided as apart of Basic Services. 3.4.16 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural practice. 3.4.17 Preparing a set of reproducible record drawings in addition to those required by Subsection 2.6.19, showing significant changes in the work made during con- struction based on marked -up prints, drawings and other data furnished by the Contractor to the Design Professional. 3.4.18 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as a part of the Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The intervening or concurrent negligence of the Owner shall not limit the Design Professional's obligations under this Subsection 3.4.18. ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 The Owner shall consult with the Design Professional regarding requirements for the Project, including (1) the Owner's objectives, (2) schedule and design constraints and criteria, including space requirements and relationships, flexibility, expendability, special equipment, systems and site requirements, as more speci- fically described in Subsection 2.2.1. 4.2 The Owner shall establish and update an overall budget for the Project, including the Construction Cost, the Owner's other costs and reasonable contingencies related to all of these costs. 4.3 If requested by the Design Professional, the Owner shall famish evidence that financial arrangements have been made to fulfill the Owner's obligations under this Agreement. 4.4 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the Design Professional in order to avoid unreasonable delay in the orderly and sequential progress of the Design Professional's services. S:AMaterials Management\PRCH\BIDs, RFPs & Contracts\6000-6999\6388-PSA Water Mater Plan (Freese & Nichols)Acontract\old\6388-PSA for Master Water Plan with Freese & Nichols, Inc..doc Page 8 of 18 DocuSign Envelope ID: 04A1C3D5-B41C-4lE1-BEFE-BF454A80FEFF EXHIBIT 4 4.5 Where applicable, the Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a project benchmark 4.6 Where applicable, the Owner shall furnish the services of geotechnical engineers when such services are requested by the Design Professional. Such services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and re- sistivity tests, including necessary operations for anticipating sub -soil conditions, with reports and appropriate professional recommendations. 4.6.1 The Owner shall furnish the services of other consultants when such services are reasonably required by the scope of the Project and are requested by the Design Professional and are not retained by the Design Professional as part of its Basic Services or Additional Services. 4.7 When not a part of the Additional Services, the Owner shall furnish structural, mechanical, chemical, air and water pollution tests, tests of hazardous materials, and other laboratory and environmental tests, inspections and reports required by law or the Contract Documents. 4.8 The Owner shall furnish all legal, accounting and insurance counseling services as may be necessary at any time for the Project, including auditing services the Owner may require to verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used the money paid by or on behalf of the Owner. 4.9 The services, information, surveys and reports required by Owner under Sections 4.5 through 4.8 shall be furnished at the Owner's expense, and the Design Professional shall be entitled to rely upon the accuracy and completeness thereof in the absence of any negligence on the part of the Design Professional. 4.10 The Owner shall give prompt written notice to the Design Professional if the Owner becomes aware of any fault or defect in the Project or nonconformance with the Contract Documents. 4.11 Design Professional shall propose language for certificates or certifications to be requested of the Design Professional or Design Professional's consultants and shall submit such to the Owner for review and approval at least fourteen (14) days prior to execution. The Owner agrees not to request certifications that would require knowledge or services beyond the scope of the Agreement. ARTICLE 5 CONSTRUCTION COST 5.1 CONSTRUCTION COST DEFINED 5.1.1 The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Design Professional. 5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by the Design Professional, plus a reasonable allowance for the Contractor's overhead and profit. In addition, a reasonable allowance for con- tingencies shall be included for market conditions at the time of bidding and for changes in the work during construction. 5.1.3 Construction Cost does not include the compensation of the Design Professional and Design Professional's consultants, the costs of the land, rights-of-way, financing or other costs which are the responsibility of the Owner as provided in Article 4. 5.2 RESPONSIBILITY FOR CONSTRUCTION COST 5.2.1 Evaluations of the Owner's Project budget, preliminary estimates of Construction Cost and detailed estimates of Construction Cost prepared by the Design Professional represent the Design Professional's best judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Design Professional nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding or market conditions. Accordingly, the Design Professional cannot and does not warrant or represent that bids or cost proposals will not vary from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Design Professional. 5.2.2 No fixed limit of Construction Cost shall be established as a condition of the Agreement by the furnishing, proposal or establishment of a Project budget, unless such fixed limit has been agreed upon in writing and signed by the parties thereto. If such a fixed limit has been established, the Design Professional shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids to adjust the Construction Cost to the fixed limit. Fixed limits, if any, shall be increased in the amount of an increase in the Contract Sum occurring after execution of the Contract for Construction. 5.2.3 If the Procurement Phase has not commenced within 90 days after the Design Professional submits the Construction Documents to the Owner, any Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry between the date of submission of the Construction Documents to the Owner and the date on which proposals are sought ARTICLE 6 OWNERSHIP AND USE OF DOCUMENTS 6.1 The Drawings, Specifications and other documents prepared by the Design Professional for this Project are instruments of the Design Professional's service and shall become the property of the Owner upon termination or completion of the Agreement. The Design Professional is entitled to retain copies of all such documents. Such documents are intended only be applicable to this Project, and Owner's use of such documents in other projects shall be at Owner's sole risk and expense. In the event the Owner uses any of the information or materials developed pursuant to the Agreement in another project or for other purposes than are specified in the Agreement, the Design Professional is released from any and all liability relating to their use in that project 6.2 Submission or distribution of documents to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the Design Professional's reserved rights. S:AMaterials Management\PRCH\BIDs, RFPs & Contracts\6000-6999\6388-PSA Water Mater Plan (Freese & Nichols)Acontract\old\6388-PSA for Master Water Plan with Freese & Nichols, Inc..doc Page 9 of 18 DocuSign Envelope ID: 04A1C3D5-B41C-4lE1-BEFE-BF454A80FEFF EXHIBIT 4 ARTICLE 7 TERMINATION, SUSPENSION OR ABANDONMENT 7.1 The Design Professional may terminate the Agreement upon not less than thirty days written notice should the Owner fail substantially to perform in accordance with the terms of the Agreement through no fault of the Design Professional. Owner may terminate the Agreement or any phase thereof with or without cause upon thirty (30) days prior written notice to the Design Professional. All work and labor being performed under the Agreement shall cease immediately upon Design Professional's receipt of such notice. Before the end of the thirty (30) day period, Design Professional shall invoice the Owner for all work it satisfactorily performed prior to the receipt of such notice. No amount shall be due for lost or anticipated profits. All plans, field surveys, and other data related to the Project shall become property of the Owner upon termination of the Agreement and shall be promptly delivered to the Owner in a reasonably organized form. Should Owner subsequently contract with a new Design Professional for continuation of services on the Project, Design Professional shall cooperate in providing information. 7.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Design Professional shall be compensated for services satisfactorily performed prior to notice of such suspension. When the Project is resumed, the Design Professional's compensation shall be equitably adjusted to provide for expenses incurred in the interruption and resumption of the Design Professional's services. 7.3 The Agreement may be terminated by the Owner upon not less than seven days written notice to the Design Professional in the event that the Project is permanently abandoned. If the Project is abandoned by the Owner for more than 90 consecutive days, the Design Professional or the Owner may terminate the Agreement by giving written notice. 7.4 Failure of the Owner to make payments to the Design Professional for work satisfactorily completed in accordance with the Agreement shall be considered substantial non- performance and cause for termination. 7.5 If the Owner fails to make payment to Design Professional within thirty (30) days of receipt of a statement for services properly and satisfactorily performed, the Design Professional may, upon seven days written notice to the Owner, suspend performance of services under the Agreement. 7.6 In the event of termination not the fault of the Design Professional, the Design Professional shall be compensated for services properly and satisfactorily performed prior to termination. ARTICLE 8 PAYMENTS TO THE DESIGN PROFESSIONAL 8.1 DIRECT PERSONNEL EXPENSE 8.1.1 Direct Personnel Expense is defined as the direct salaries of the Design Professional's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. 8.2 REIMBURSABLE EXPENSES 8.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Design Professional and Design Professional's employees and consultants in the interest of the Project, as identified in the following Clauses. 8.2.1.1 Expense of transportation in connection with the Project; expenses in connection with authorized out-of-town travel; long-distance communications; and fees paid for securing approval of authorities having jurisdiction over the Project. 8.2.1.2 Expense of reproductions (except the reproduction of the sets of documents referenced in Subsection 2.6.19), postage and handling of Drawings, Specifications and other documents. 8.2.1.3 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates. 8.2.1.4 Expense of renderings, models and mock-ups requested by the Owner. 8.2.1.5 Expense of computer-aided design and drafting equipment time when used in connection with the Project. 8.2.1.6 Other expenses that are approved in advance in writing by the Owner. 8.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES 8.3.1 Payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to services performed within each phase of service, on the basis set forth in Section 2 of the Agreement and the schedule of work 8.3.2 If and to the extent that the time initially established in the Agreement is exceeded or extended through no fault of the Design Professional, compensation for any services rendered during the additional period of time shall be computed in the manner set forth in Section 2 of the Agreement. 8.3.3 When compensation is based on a percentage of Construction Cost and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are performed on those portions, in accordance with the schedule set forth in Section 2 of the Agreement based on (1) the lowest bona fide bid or (2) if no such bid or proposal is received, the most recent preliminary estimate of Construction Cost or detailed estimate of Construction Cost for such portions of the Project. 8.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 8.4.1 Payments on account of the Design Professional's Additional Services and for Reimbursable Expenses shall be made monthly within 30 days after the presentation to the Owner of the Design Professional's statement of services rendered or expenses incurred. 8.5 PAYMENTS WITHHELD No deductions shall be made from the Design Professional's compensation on account of penalty, damages or other sums withheld from payments to contractors, or on account of the cost of changes in the work other than those for which the Design Professional is responsible. S:AMaterials Management\PRCH\BIDs, RFPs & Contracts\6000-6999\6388-PSA Water Mater Plan (Freese & Nichols)Acontract\old\6388-PSA for Master Water Plan with Freese & Nichols, Inc..doc Page 10 of 18 DocuSign Envelope ID: 04A1C3D5-B41C-4lE1-BEFE-BF454A80FEFF EXHIBIT 4 8.6 DESIGN PROFESSIONAL'S ACCOUNTING RECORDS Design Professional shall make available to Owner or Owner's authorized representative records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense for inspection and copying during regular business hours for three years after the date of the final Certificate of Payment, or until any litigation related to the Project is final, whichever date is later. ARTICLE 9 INDEMNITY 9.1 The Design Professional shall indemnify and save and hold harmless the Owner and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the Owner, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the Design Professional or its officers, shareholders, agents, or employees in the performance of the Agreement. 9.2 Nothing herein shall be construed to create a liability to any person who is not a parry to the Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to the Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE 10 INSURANCE During the performance of the Services under the Agreement, Design Professional shall maintain the following insurance with an insurance company licensed or authorized to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above: 10.1 Comprehensive General Liability Insurance with bodily injury limits of not less than $1,000,000 for each occurrence and not less than $2,000,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $250,000 in the aggregate. 10.2 Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident. 10.3 Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident including occupational disease. 10.4 Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate. 10.5 The Design Professional shall furnish insurance certificates or insurance policies to the Owner evidencing insurance in compliance with this Article 10 at the time of the execution of the Agreement. The General Liability and Automobile Liability insurance policies shall name the Owner as an additional insured, the Workers' Compensation policy shall contain a waiver of subrogation in favor of the Owner, and each policy shall contain a provision that such insurance shall not be canceled or modified without thirty (30) days' prior written notice to Owner and Design Professional. In such event, the Design Professional shall, prior to the effective date of the change or cancellation, furnish Owner with substitute certificates of insurance meeting the requirements of this Article 10. ARTICLE 11 MISCELLANEOUS PROVISIONS 11.1 The Agreement shall be governed by the laws of the State of Texas. Venue of any suit or cause of action under the Agreement shall lie exclusively in Denton County, Texas. 11.2 The Owner and Design Professional, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. The Design Professional shall not assign its interests in the Agreement without the written consent of the Owner. 11.3 The term Agreement as used herein includes the executed Agreement, the Proposal, these General Conditions and other attachments referenced in Section 3 of the Agreement which together represent the entire and integrated agreement between the Owner and Design Professional and supersedes all prior negotiations, representations or agreements, either written or oral. The Agreement may be amended only by written instrument signed by both Owner and Design Professional. When interpreting the Agreement the executed Agreement, Proposal, these General Conditions and the other attachments referenced in Section 3 of the Agreement shall to the extent that is reasonably possible be read so as to harmonize the provisions. However, should the provisions of these documents be in conflict so that they can not be reasonably harmonized, such documents shall be given priority in the following order? 1. The executed Agreement 2. Attachments referenced in Section 3 of the Agreement other than the Proposal 3. These General Provisions 4. The Proposal 11.4 Nothing contained in the Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Design Professional. 11.5 Upon receipt of prior written approval of Owner, the Design Professional shall have the right to include representations of the design of the Project, including photographs of the exterior and interior, among the Design Professional's promotional and professional materials. The Design Professional's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Design Professional in writing of the specific information considered by the Owner to be confi- dential or proprietary. The Owner shall provide professional credit for the Design Professional on the construction sign and in the promotional materials for the Project. 11.6 Approval by the Owner shall not constitute, nor be deemed a release of the responsibility and liability of the Design Professional, its employees, associates, agents, subcontractors, and sub consultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the Owner for any defect in the design or other work prepared by the Design Professional, its employees, subcontractors, agents, and consultants. 11.7 All notices, communications, and reports required or permitted under the Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below signature block on the Agreement, certified mail, return receipt requested, unless otherwise specified herein. All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days after mailing. S:AMaterials Management\PRCH\BIDs, RFPs & Contracts\6000-6999\6388-PSA Water Mater Plan (Freese & Nichols)Acontract\old\6388-PSA for Master Water Plan with Freese & Nichols, Inc..doc Page 11 of 18 DocuSign Envelope ID: 04A1C3D5-B41C-4lE1-BEFE-BF454A80FEFF EXHIBIT 4 11.8 If any provision of the Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of the Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform the Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. 11.9 The Design Professional shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended during the term of this Agreement. 11.10 In performing the Services required hereunder, the Design Professional shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. 11.11 The captions of the Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of the Agreement. S:AMaterials Management\PRCH\BIDs, RFPs & Contracts\6000-6999\6388-PSA Water Mater Plan (Freese & Nichols)Acontract\old\6388-PSA for Master Water Plan with Freese & Nichols, Inc..doc Page 12 of 18 DocuSign Envelope ID: 04A1C3D5-B41C-41E1-BEFE-BF454A80FEFF ATTIUMBUMT A CITY OF DENTON WATER DISTRIBUTION SYSTEM MASTER PLAN SCOPE OF SERVICES 02/16/2017 PROJECT UNDERSTANDING: Freese and Nichols, Inc. (FNI) understands that the City of Denton is engaging engineering services to perform an update to its Water Distribution System Master Plan. The previous Water Distribution System Master Plan was started in 2007 and completed in 2008. The 2008 Study was based on population and water demand data from 2006. Since the 2008 Study, City of Denton staff have invested in maintaining, improving, and updating the H2OMAP Water model. Several fire flow tests have been performed on a yearly basis and have been used to continuously update the Hazen -Williams Roughness Coefficients (C -Factors) in the water model. This scope of services assumes that the H2OMAP Water model is reasonably reflective of the existing water system and only minor updates will be required. The scope includes some temporary pressure testing as a validation exercise to ensure that the water model matches real-world conditions. This Water Distribution System Master Plan Update will consist of developing and updating water demand projections, performing distribution system hydraulic modeling analyses, development of a phased Water Distribution System CIP, and a Water Distribution System Master Plan Report. The scope also includes assistance for the development water impact fees. FNI will not be calculating the maximum allowable water impact fee, but will rather provide eligible water CIP costs to the City to deliver to the impact fee consultant. SCOPE OF SERVICES: WATER DISTRIBUTION SYSTEM MASTER PLAN A. Project Management Al. Proiect Kick -Off Meeting: Freese and Nichols, Inc. (FNI) will meet with the City to review scope, project team and schedule of the project, and present a data request memorandum. FNI will obtain input on customer complaints to determine areas of pressure concerns during summer conditions. A2. Data Collection: FNI will request and compile information from the City including current water system GIS, updated water model, water system improvements completed since the last update, wholesale customer water data, wholesale historical water usage, metered billing data, and other information. A3. Monthly Reporting and Status Updates: FNI will develop monthly one-page progress reports and invoicing, providing status updates and documentation of decisions made. B. Water Model Review and Update 131. Update All -Pipes H2OMAP Water Model: FNI will review the updated H2OMAP Water model that the City has been maintaining and perform any necessary updates based on the City's most recent GIS database and any modifications made to water system facilities and pipelines since the 2008 Study. 132. Develop and Distribute Existing Demand Data: FNI will utilize data from the City's billing system database to allocate base year demands to the model by customer class. The data will consist of address, parcel ID, and metered usage fields for each customer account. The metered billing data will be geocoded to street centerline or parcel data and then distributed to the model using Theissen polygons. Page 13 of 18 DocuSign Envelope ID: 04A1C3D5-B41C-41E1-BEFE-BF454A80FEFF ATTIUMBUMT A B3. Obtain and Evaluate SCADA Data and Update Diurnal Curves: FNI will obtain SCADA data for the last several years including two weeks of peak summer usage and two weeks of typical average day usage. SCADA data will be used for model updates, development of diurnal curves, and to assist in model calibration. FNI will update the 24-hour diurnal demand curves by pressure plane. B4. Identify and Map Field Pressure Testing Locations: FNI will identify locations for field testing based on model update needs and areas of concern from City. Ten pressure testing recorders will be furnished by FNI and utilized along with 10 recorders from the City for a total of up to 20 locations. FNI will prepare procedures for field testing showing proposed location of testing, duration of testing, required SCADA data during testing period, and assistance from utility department. B5. Conduct Pressure Testing: FNI will assist and coordinate with City in performing pressure testing at up to 20 locations. Testing will consist of recording pressure readings for a two-week time period within each pressure plane along with needed SCADA data during field testing. FNI will provide the pressure recorders to the City and City staff will install the pressure recorders on the selected hydrants. B6. Conduct EPS Model Validation: FNI will conduct a 24-hour extended period simulation (EPS) model validation by adjusting c -factors, peaking factors, and diurnal curves for domestic and commercial loads, and demand distribution until modeling results reasonably match the field pressure measurements and pump/tank operation. B7. Meet with City to Review Water Model Review and Update: FNI will attend a meeting with the City to review the water model review and update. C. Population and Water Demand Projections C1. Review and Evaluate Historical Water Usaee Records: FNI will review and evaluate historical water usage by residential usage and commercial/ industrial over the last 10 years. Calculate and summarize historical per -capita usage and peaking factors. C2. Meet with City to Discuss Future Service Areas Boundaries, Land Use Plan, CCN Issues: FNI will meet with City utility personnel on future service area boundaries, land use plan, and discuss path forward on these issues as well as CCN issues as related to developing future water demand projections. FNI will solicit input from the City on known developments, densities, and projected timing and phasing of new development and infill. C3. Develop and Distribute Population and Future Land Use Projections: FNI will compile available data from the City and NCTCOG to develop population and non-residential land use projections by Traffic Survey Zone (TSZ) for existing, 5 -year, 10 -year, and 25 -year planning periods. C4. Develop and Distribute Water Demand Projections: Utilizing historical water usage and City provided land use assumptions, FNI will develop updated population projections and projected average day, maximum day, and peak hour demands for 5 -year, 10 -year and 25 -year planning periods for retail customers. FNI will compile this information with wholesale customer projections to develop total water demand needs for each of the future planning periods. FNI will distribute projected water demands for 5 -year, 10 -year and 25 -year conditions by pressure plane for average day, maximum day, and peak hour using TSZ population projections, per capita usage, and peaking factors. C5. Develop Technical Memorandum — Water Demand Projections: FNI will prepare a technical memorandum that documents the analysis of historical consumption data, and future water demand projections. FNI will submit an electronic PDF copy of the TM. C6. Meet with City to Review Water Demand Projections: FNI will attend a meeting with the City to review the population and water demand projections. City comments on the TM will be incorporated into the Water Master Plan Report for simplicity. Page 14 of 18 DocuSign Envelope ID: 04A1C3D5-B41C-41E1-BEFE-BF454A80FEFF ATTIUMBUMT A D. Distribution System Hydraulic Capacity Analysis D1. Perform Modeling of Existing Water System: FNI will conduct EPS modeling of the existing water system under maximum day (including peak hour) demand conditions to determine capacity and deficiencies within the existing water system. FNI will prepare charts and full scale color mapping to document existing system analysis results. D2. Conduct Fire Flow Analysis: FNI will utilize water system model to conduct fire flow analysis under existing maximum day demands to identify areas with less than adequate fire flow capacity. Fire flow analysis will be shown using contour mapping of available fire flows. D3. Evaluate Pressure Plane Delineation: FNI will analyze existing pressure plane delineation based on modeling results, field testing data, and water supply locations. Identify specific areas with low pressures at normal operating conditions. Evaluate and recommend modifications to the existing pressure plane boundaries. FNI will present mapping showing proposed water system pressures throughout City under new pressure plane boundary alternatives vs. existing pressure plane delineation. D4. Utilize 25 -year Water Model to Determine Sizing of Water System Improvements: FNI will utilize water model to determine water system transmission, elevated and ground storage, and pumping facilities needed to serve 25 -year demands throughout each pressure plane service area using the EPS model analyses under maximum day (including peak hour) demand conditions. The minimum line size for recommended piping improvements will be 12 -inches. D5. Meet with the City to Review 25 -year Water System Improvement Alternatives: FNI will meet with the City to discuss future water system improvement options for 25 -year conditions and the proposed pressure plane boundaries. D6. Utilize Interim Model Scenarios to Determine Phasing of Water System Improvements: FNI will use interim 5 -year and 10 -year EPS maximum day model runs to determine phasing of water system improvements. System improvements will include transmission, storage, pumping and distribution system related needs. D7. Water Age Modeling: FNI will perform water age modeling using the EPS model. Water age modeling will be conducted for up to three operational scenarios jointly defined by the City and FNI. FNI will investigate operational modifications to reduce water age for areas of concern. FNI will prepare full scale color mapping that document the water age modeling analyses. D8. Meet with the City to Phased Water System Improvement Alternatives: FNI will meet with the City to discuss phased water system improvement options for 25 -year conditions and the proposed pressure plane boundaries. E. Water System Capital Improvement Plan, Master Plan Report & Model Training E1. Develop Draft Capital Improvement Plan (CIP) Costs and Project Schedule: FNI will develop planning level cost estimates for each proposed project in Year 2017 dollars including engineering and contingencies. Project prioritization and phasing will be developed. FNI will develop one-page CIP project sheets showing project drivers, justification, cost estimates, and location map. FNI will develop large scale citywide mapping showing proposed projects and phasing. E2. Prepare Draft Master Plan Report: FNI will prepare a Draft Master Plan Report summarizing water demand projections, and Capital Improvement Plan along with descriptions of need for individual projects. FNI will deliver 5 hard copies and one electronic PDF copy of the draft report to City. E3. Meet with City to Review Draft Capital Improvement Plan and Draft Master Plan Report: FNI will meet with City to discuss draft CIP and the Draft Master Plan Report. Page 15 of 18 DocuSign Envelope ID: 04A1C3D5-B41C-41E1-BEFE-BF454A80FEFF ATTIUMBUMT A E4. Revise Capital Improvement Plan and Master Plan Report: FNI will revised the scheduling of the CIP and resubmit final Capital Improvement Plans and resubmit 20 final hard copies and one electronic copy in PDF format of the Master Plan Report to the City. E5. Deliver Proiect Files to City: FNI will deliver GIS and hydraulic model files to the City. E6. Conduct Training for Water System Model: FNI will conduct two consecutive days of model training on the use of the water system model. The training will include providing instructional material and training in setting up the model, running and modifying the model, and printing results. WATER IMPACT FEE ASSISTANCE F. Water Impact Fee Assistance F1. Identify Water Impact Fee Service Areas: FNI will examine existing impact fee zones and evaluate and identify the future service areas for impact fees. F2. Identify Water Improvements Eligible for Impact Fees: FNI will determine impact fee eligible projects based on recently constructed project and proposed projects from the updated water CIP. Maps will be prepared showing the proposed projects included in the impact fee calculation. F3. Conduct Water Impact Fee Capacity Analysis for Eligible Projects: FNI will utilize water model to analyze existing recently completed projects for excess capacity and new capital improvement projects for impact fee cost recovery for 10 -year projected growth. The capacity analysis will be conducted one time based on the land use assumptions provide by the City. If the land use assumptions are revised after the initial capacity analysis, additional services would be required to update the demands and capacity analysis. F4. Calculate Proiect Costs Eligible for Impact Fee Cost Recovery: FNI will calculate eligible CIP costs for impact fee calculations. The capacity analysis will be utilized to calculate percentage of project cost eligible for impact fee cost recovery. F5. Prepare Draft Technical Memorandum: FNI will prepare a draft technical memorandum to document the CIP development and impact fee analysis. A map showing the impact fee capital improvement projects will be prepared. Utilization percentages for each project will also be included. Calculation of the maximum allowable impact fee will not be included. An electronic PDF copy will be submitted for City review. F6. Meeting with City to Discuss Technical Memorandum: FNI will conduct a meeting with City to discuss the Draft Technical Memorandum. FNI will solicit comments and incorporate City comments into the final memorandum. F7. Finalize Technical Memorandum: FNI will revise the memorandum based on City comments and submit five hard copies and one electronic PDF copy. Page 16 of 18 DocuSign Envelope ID: 04A1C3D5-B41C-41E1-BEFE-BF454A80FEFF ATTIUMBUMT A SUMMARY OF DELIVERABLES 1. Technical Memorandum: Water Demand Projections 2. Draft Capital Improvements Plan 3. Draft Master Plan Report 4. Final Master Plan Report 5. GIS Mapping and Modeling Files 6. Model Training Material 7. Technical Memorandum: Water Impact Fee Assistance PROJECT SCHEDULE Name A: Project Management B Water Model Review and Update C Population and Water Demand Projections D: Distribution System Hydraulic Capacity Analysis E: Water System CIP, Master Plan Report & Model Training F. Water Impact Fee Assistance ENGINEERING FEE SUMMARY Page 17 of 18 m � 2 LU 2 2 U � Q ■ / 3 / 0 EXHIBIT 4 � W JVic > ---- �� WU cc \\ 3juw <. \ \ / / Ln E � J CL � � �� � u E E = o - \ D � Q / � O R L) CL > .;,- .a) 0. U -0 � Lo - .� D to � e M ® � � k § ® > $ cu \ \ e CL \ CL cu C / / e / / \ cu 1 @ \ 2 / 2 \ cu 4-1 E \ 2 \ 4 = m 3 4 \ ) ( d § \ 1 \ / o > / ._ n � \ 4-1 CL / / / � ° E 0 \ 0 \ \ < _ § / Certificate Of Completion Envelope Id: 04A1C3D5B41C41ElBEFEBF454A80FEFF Subject: Please DocuSign: City Council Contract PSA #6388 Source Envelope: Document Pages: 20 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 2/22/2017 2:19:23 PM Signer Events Jody Word jody.word@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Scott A. Cole, P. E. sac@freese.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 2/23/2017 8:53:32 AM ID:1f601c47-7510-4a4a-a571-7ea5a4282fOe 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 4 Holder: Jody Word jody.word@cityofdenton.com Signature Using IP Address: 129.120.6.150 D—Sugn d by eF�aa.�sN.se1aem_. Using IP Address: 76.254.197.242 Dacusigned by. CO21996QAM4,19 Using IP Address: 129.120.6.150 Status: Sent Envelope Originator: Jody Word jody.word@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 2/22/2017 2:48:30 PM Viewed: 2/22/2017 2:48:43 PM Signed: 2/22/2017 2:51:37 PM Sent: 2/22/2017 2:51:38 PM Viewed: 2/23/2017 8:53:32 AM Signed: 2/23/2017 2:26:36 PM Sent: 2/23/2017 2:26:40 PM Viewed: 2/23/2017 2:40:25 PM Signed: 2/23/2017 2:40:50 PM Sent: 2/23/2017 2:40:51 PM Viewed: 2/23/2017 2:47:48 PM S e C U R t D Signer Events 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 ❑erson Signer Events Editor ❑eliver❑ Events ❑gent ❑eliver❑ Events rntermediar❑ ❑eliver❑ Events Certilled ❑eliver❑Events Caron Cop[] 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 Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 2/23/2017 2:26:38 PM Sent: 2/23/2017 2:26:39 PM Viewed: 2/23/2017 2:30:58 PM EXHIBIT 4 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: Tim Fisher Tim. Fisher@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Elton Brock elton.brock@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 2/23/2017 2:40:51 PM ❑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: Scott A. Cole, P.E., Todd Hileman, Robin Fox EXHIBIT 4 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. 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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 17-280, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: March 7, 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 Environmental Systems Research Institute, Inc. (ESRI) for the ESRI Small Enterprise License Agreement for the ArcGIS software suite licenses for an additional three (3) year period, extending the contract approved City Council on March 4, 2014, in the amount of $75,000; providing for the expenditure of funds therefor; and providing an effective date (File 5466 -providing for an additional expenditure amount not -to -exceed $78,000, with the total contract amount not -to -exceed $153,000). FILE INFORMATION DME maintains a master repository of records and maps for its installed electric and communication systems. DME must maintain accurate system infrastructure records and be able to accurately produce electrical system operational maps and switching orders. The City of Denton and DME chose a geographic information/facilities management system (referred to as "GIS") nearly two decades ago. ESRI ArcGIS software suite assists DME by increasing productivity and improving services by effectively managing its spatial data. The electric GIS software allows DME the capability to run database queries on the electric system infrastructure and create engineering and operational maps. The electric GIS system is a core product for DME and is used to provide GIS data that assists with financial fixed asset accounting, budget preparations, and presentations requiring governing board approvals, distribution engineering analysis, and outage management tracking and reporting. DME could experience serious impacts related to operational, design, and GIS system knowledge capabilities and these applications cannot continue to function without the renewal of the ESRI Small Utility Enterprise License Agreement (ELA) license. Changing from ESRI software would create the need to re -integrate or totally replace a number of existing software's which could cost in excess of $1,000,000. The ESRI software is a foundation component to other software programs in order to properly perform the software's operations and functions, and has similar licensing agreements in place with other vendors. The ESRI ELA is a three (3) year agreement that will grant DME, access to ESRI® term license software on an unlimited basis including maintenance on all software offered through the ELA for the term of the agreement. The ELA will be effective on the date executed and will require a firm three-year commitment. The three-year commitment will save DME more than $30,000 dollars in comparison to individual software licensing over the same three-year period. DME converted its individual licensing to ELA licensing in 2011, and has greatly benefited from it. ELA has City of Denton Page 1 of 3 Printed on 3/3/2017 povveied by I_egivt9i IN File #: ID 17-280, Version: 1 several benefits including: • A lower cost per unit for licensed software • Substantially reduced administrative and procurement expenses • Maintenance on all ESRI software deployed under this agreement • Complete flexibility to deploy software products when and where needed The original contract, which is attached as Exhibit 1, will terminate on May 13, 2017, if not renewed. DME recommends extension of the contract for an additional period of three (3) years (May 13, 2017 - May 13, 2020), which will begin immediately upon the execution of the new agreement and expiration of the original time period. This extension binds and benefits both DME and ESRI, Inc. PRIOR ACTIONNIEW (COUNCIL, BOARDS, COMMISSIONS) On February 27, 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 between the City of Denton and Environmental Systems Research Institute, Inc. (ESRI) for the ESRI Small Enterprise License Agreement for the ArcGIS software suite licenses for an additional three (3) year period and for an additional expenditure amount not -to -exceed $78,000, with the total contract amount not -to -exceed $153,000. PRINCIPAL PLACE OF BUSINESS Environmental Systems Research Institute, Inc. Redlands, CA ESTIMATED SCHEDULE OF PROJECT The First Amendment will extend this contract through May 13, 2020. FISCAL INFORMATION This item will be funded from DME Electrical Engineering operating account 600500.6504. Requisition4133104 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: City of Denton Page 2 of 3 Printed on 3/3/2017 povveied by I_egist9i I;, File #: ID 17-280, Version: 1 Related Key Focus Area: Organizational Excellence Related Goal: 1.5 Utilize technology to enhance efficiency and productivity EXHIBITS Exhibit 1: Original Agreement Exhibit 2: Ordinance Exhibit 3: 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 3/3/2017 povveied by I_egist9i I;, EXHIBIT 1 File 5466 Authorized Distributor/Esri Use SMALL Only: ENTERPRISE LICENSE Cust.Nanle - Cust. # SMALL UTILITY K)# Esri Agreement # 014 U 12 9 Esri, 380 New York St., Redlands, CA 92373-8100 USA • TEL 909-793-2853• FAX 909-793-5953 This Small. Enterprise License Agreement ("ELA") is by and between the organization listed on the signature page ("Licensee"); Environmental Systems Research Institute, Inc. ("Esri"); and, if Licensee is located outside the United States of America (US), the Authorized Distributor listed on the signature page ("Authorized Distributor"). Authorized Distributor is authorized by Esri to provide access to Online Services and provide ELA Maintenance for Enterprise Products and other benefits, as described herein, to Licensee located outside the US. This ELA sets forth the terms for Licensee's use of Enterprise Products and incorporates by reference (i) the ELA Quotation and (ii) the License Agreement. Should there be any conflict between the terms and conditions of the documents that comprise this ELA, the order of precedence for the documents shall be as follows: (i) Small. Enterprise `License ; Agreement,' (ii) the License Agreement; and (iii) the ELA Quotation. The modifications and additional rights granted in this ELA apply only to the Enterprise Products listed in Table A. Table A List of Enterprise Products Unlimited Quantities Developer Tools Desktop Software and Extensions ArcGIS Engine ArcGIS for Desktop Advanced ArcGIS Engine Extensions: ArcGIS 3D Analyst, ArcGIS for Desktop Standard ArcGIS Spatial Analyst, ArcGIS Geodatabase ArcGIS for Desktop Basic Update, ArcGIS Network Analyst, ArcGIS ArcGIS for Desktop Extensions: ArcGIS 3D Analyst, Schematics ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst, ArcGIS Runtime Standard ArcGIS Publisher, ArcGIS Network Analyst; AreGIS ArcGIS Runtime Standard Extensions: AreGIS 3D Schematics, ArcGIS Workflow Manager, ArcGIS Data Analyst, ArcGIS Spatial Analyst, ArcGIS Network Reviewer Analyst Server Software and Extensions Limited Quantities ArcGIS for Server Workgroup and Enterprise One (1) Annual Subscription to Esri Developer (Advanced; Standard, and Basic) - Network (EDN) Standard* ArcGIS for Server Extensions: ArcGIS 3D Analyst, One (1) Esri CityEngine Advanced Single Use AreGIS Spatial Analyst, ArcGIS Geostatistical Analyst, License ArcGIS Network. Analyst, ArcGIS Schematics, ArcGIS One (1) Esri CityEn.gine Advanced Concurrent Use Workflow Manager, ArcGIS Image License One (1) ArcGIS Online Subscription Other Benefits One (1) ArcGIS Online Subscription with specified named users and credits as determined in the program description Level 2' Number of Esri International User Conference Registrations provided annually 2 Number of Tier 1 Help :Desk Individuals authorized to call Esri 3 .Maximum number of sets of backup media, if requested** 2 Seats in the Working with Geometric Networks for Utilities class 1 Virtual Campus Annual User .License allowance 7,500 Five percent (5%) discount on all individual commercially available instructor -led training classes at Esri facilities purchased outside this Agreement (Discount does not apply to Small Enterprise Training Package.) *ELA Maintenance is not provided for these items. **Additional sets of backup media may be purchased for a fee. E215-2 (Level 2) Page 1 of 6 10/16/2013 EXHIBIT 1 Licensee may accept this ELA by signing and returning it with an Ordering Document that matches the ELA Quotation and references this ELA. ADDITIONAL OR CONFLICTING TERMS IN LICENSEE'S ORDERING DOCUMENT WILL NOT APPLY, AND THE TERMS OF THIS ELA WILL GOVERN. Unless otherwise mutually agreed to, this ELA is effective as of the date of the 'last signature on the signature page ("Effective Date"), or if no date is provided with the signature, the date of Esri's receipt of Licensee's Ordering Document incorporating this ELA by reference. This ELA supersedes any previous agreements, proposals, presentations, understandings, and arrangements between the parties relating to the licensing of the Enterprise Products. Except as provided in Article 4'—Enterprise Product Updates, any modifications or amendments to this ELA must be in writing and signed by an authorized representative of each party. This ELA may executed in duplicate by the parties. An executed separate signature page transmitted through electronic means, such as fax or e-mail, is valid and binding even if an original paper document bearing each party's original signature is not delivered. Accepted and Agreed: CITY OF DENTON (Licensee) By: Signature on File Authorized Signature Printed Name: C ^ 09WOL t % Title; t✓li'1.yi4gP�Z Date: S ENVIRON NTAL SYS'T'EMS RESEARCAN:S"UXE, INC. (Esri) Signature on File By: Authorized Signature Printed Name: Rebecca Tanou Ve Title: Customer Service Manager Date: 2/19/2014 LICENSEE CONTACT .INFORMATION Contact: Address o.5 C7pGWtLQ,R- City, State, Postal Code: ►n, &ZJ Country: (kA- ELA Quotation Number (if applicable): 2o403* APPROVED AS TO LEGAL FORM: ANITA BVRCt,EScr,\CITY ATTORNEY, ,Signature on File BY: U Telephone: f Vo - 3'-/ ` 27% -7 Fax: !? 3 T �. T 3 3 E-mail: E215=2 (Level 2) Page 2 of 6 10/16/2013 EXHIBIT 1 1.0 -ADDITIONAL DEFINITIONS In addition to the definitions provided in the License Agreement, the following definitions apply to this ELA "Deploy" means to redistribute and .install the Enterprise Products and related Authorization Codes within Licensee's organization(s). "ELA Maintenance" means Tier 2 Support, updates, and patches provided by Esri or its Authorized Distributor to Licensee for the Enterprise Products. "ELA Quotation" means the Small Enterprise License Agreement offer letter and quotation form provided separately by Esri or its Authorized Distributor to Licensee. "ELA Fee" means the fee set forth in the ELA Quotation. "Enterprise Products" means the Products identified in Table A -----List of Enterprise Products and any updates to such list provided in writing by Esri or its Authorized Distributor. "Incident" means a failure of the Software to operate according to the Documentation where such failure substantially impacts operational or functional performance. "License Agreement" means the applicable license agreement incorporated by this reference that is (i) found at http://www.esri.com/legal/software-I.i.cense; comprised of the General License Terms and Conditions (E204) and Exhibit 1, Scope of Use (E300); and available in the installation process requiring acceptance by electronic acknowledgment or (ii) a signed license agreement between Esri, Distributor (if applicable), and Licensee that supersedes such electronically acknowledged license agreement. "Technical Support" means a process to attempt to resolve reported Incidents through error correction; patches; hot fixes; workarounds; replacement deliveries; or any other type of Enterprise Product corrections or modifications. "Tier 1 Help Desk" means Licensee's point of contact from which all Tier I Support will be given to Licensee. "Tier I Support" means the Technical Support provided by the Tier I Help Desk as the primary contact to Licensee in attempted resolution of reported Incidents. "Tier 2 Support" means the Technical Support provided by Esri or its Authorized Distributor to the Tier 1 Help Desk when the Incident cannot be resolved through Tier 1. Support. Licensees located in the US will receive Tier 2 Support from Esri. Licensees outside the US will receive Tier 2 Support from. an. Authorized Distributor located in the Licensee's region. 2.0 -----ADDITIONAL GRANT OF LICENSE 2.1 Grant of License. Subject to the terms and conditions of this ELA; Esri grants to Licensee a personal, nonexclusive, nontransferable Term License solely to use, copy, and :Deploy quantities of the Enterprise Products listed in Table A for the term provided in Section 3.1—Term (i) for which the applicable license fees have been paid and (ii) in accordance with the :License Agreement. 2.2 Consultant Access. Esri grants :Licensee the right to permit Licensee's consultants or contractors to use the Enterprise Products exclusively for Licensee's benefit. Licensee shall be solely responsible for compliance by consultants and contractors, with this ELA. and shall ensure that the consultant or contractor discontinues Product use upon completion of work for Licensee. Access to or use of Products by consultants or contractors not exclusively for Licensee's benefit is prohibited. Licensee may not permit its consultants or contractors to install Software or Data on consultant, contractor, or third - party computers or remove Software or Data from Customer locations, except for the purpose of hosting the Software or :Data on Contractor Servers for the benefit of Licensee. 3.0---TF..,RM, TERMINATION, AND EXPIRATION 3.1 Term. The term of this ELA and all licenses hereunder shall commence on the .Effective Date and continue for three (3) years, unless this ELA is terminated earlier as provided herein. Licensee is only authorized to use Deployed Enterprise Products during the term of this ELA. No indefinite term or perpetual license grants are provided with this ELA.. 3.2 No Use upon Expiration or Termination. All Deployed Enterprise Product licenses and all ELA Maintenance, Virtual Campus access, and User Conference Registrations terminate on expiration or termination of this ELA. E215-2 (Level 2) Page 3 of 10/16/2013 EXHIBIT 1 3.3 Termination for Lack of Funds. For government or a. `['ler 1. Support .Provided by Licensee government-owned entities only, either party may terminate this ELA for Lack of Funds. Lack of Funds I. Licensee shall provide Tier 1 Support through is the inability of :Licensee to secure appropriation of the Tier 1 Help Desk to all Licensee's authorized funds through the legislative or governing body's users. approval process for annual payments due. 2. The Tier 1 Help Desk will use analysts fully trained in the Software they are supporting. 4.0 ---ENTERPRISE PRODUCT UPDATES 3. At a minimum, Tier 1 Support will include those 4.1 Future Updates. Esri and its Authorized_ Distributor activities that assist the user in resolving how-to reserve the right to update the list of Enterprise and operational questions as well as questions on Products in Table A by providing written notice to installation and troubleshooting procedures. Licensee. Licensee may continue to use all Enterprise Products that have been Deployed, but support and 4. Tier 1. Support analysts will be the initial points upgrades for deleted items may not be available. As of contact for all questions and Incidents. Tier 1 new Enterprise Products are incorporated into the Support analysts shall obtain a full description of standard program, they will be offered to Licensee each reported Incident and the system via written notice for incorporation into the configuration from the user. This may include Enterprise Products schedule at no additional charge. obtaining any customizations, code samples, or Licensee's use of new or updated Enterprise Products data involved in the Incident. The analyst may requires Licensee to adhere to applicable additional also use any other information and databases that or revised terms and conditions of the License may be developed to satisfactorily resolve Agreement. Incidents. 4.2 Product Life Cycle. During the term of this ELA, 5. If the Tier I Help Desk cannot resolve the some Enterprise Products may be retired or may no Incident, an authorized Tier 1 Help Desk longer be available for unlimited quantity individual may contact Tier 2 Support. The Deployment. ELA Maintenance shall be subject to Tier 1 Help Desk shall provide support in such a the individual Product .Life Cycle Support Status and way as to minimize repeat calls and make Product Life Cycle Support Policy, which can be solutions to problems available to Licensee. found at hut): //re sources. arc` is.coin/content/ product lifc cycles. Updates for Enterprise Products G. Tier 1 .Help Desk individuals identified by in the mature and retired phases may not be available; Licensee are the only individuals authorized to however, Licensee may continue to use Deployed contact Tier 2 Support. Licensee may revise Enterprise Products for the term of this ELA, but named individuals by written notice. Licensee will not be able to Deploy retired Enterprise Products. b. Tier 2 Support provided by Esri or .lts Authorized Distributor 5.0—ELA MAINTENANCE 1. Tier 2 Support shall log the calls received from Tier 1 :Help Desk individuals. ELA Maintenance is included with the ELA Fee. ELA Maintenance includes standard maintenance benefits 2. Tier 2 Support shall review all information specified in either (i) the most current applicable Esri US collected by and received from Tier 1 Help Desk Software Maintenance Program document (found at individuals including preliminary documented http://www.csri,com/legal) for US -based Licensees or troubleshooting provided by Tier 1 Help Desk (ii) the applicable Authorized Distributor software when Tier 2 Support is required. maintenance policy as modified by this Article 5.0—ELA Maintenance. At Esri's sole discretion, Esri may make 3. Tier 2 Support may request that Tier 1 Help patches, hot fixes, or updates available for download. No Desk individuals provide verification Software other than the defined Enterprise Products will rof information, additional information, or answers receive maintenance under this ELA. Licensee may to additional questions to supplement any acquire maintenance for other Software (non -Enterprise preliminary information gathering or Products) outside this ELA. troubleshooting performed by Tier 1 Help Desk. E215-2 (Level 2) Page 4 of 6 10/16/2013 EXHIBIT 1 4. Tier 2 Support shall attempt to resolve the shall be due and payable within Incidents submitted by Tier 1 Help Desk by thirty (30) calendar days of the anniversary date assisting Tier I Help Desk individuals. of the Effective Date, with the initial payment due within thirty (30) calendar days of execution S. When the incident is resolved, Tier 2 Support of this ELA. Esri's Federal 1D Number is shall communicate the information to Tier 1 95-2775-732. Help Desk individuals, and Tier 1 Help Desk shall' disseminate the resolution to the user. b. Upon receipt of the initial Ordering Document from Licensee, Esri shall authorize download of the Enterprise Products to Licensee for its 6.0—ENDORSEMENT AND PUBLICITY Deployment activities. If requested, Esri will ship backup media to the ship -to address This ELA shall not be construed or interpreted as an identified on the Order, FOB Destination, with exclusive dealings agreement or Licensee's endorsement shipping charges prepaid. For those entities that of Esri or its Authorized Distributor. Licensee agrees that avoid sales tax by downloading deliverables, Esri and its Authorized Distributor may publicize the request for delivery or receipt of tangible media existence of this ELA upon execution. may cause license fees to be subject to taxes. Licensee acknowledges that should such taxes become due, Esri has a right to invoice, and 7.0—ADMINISTRATI"VE REQUIREMENTS Licensee agrees to pay any such sales or use tax associated with its receipt of tangible media. 7.1 OEM Licenses. Under Esri's OEM. or Solution OEM c. Esri shall provide Authorization Codes to programs, OEM partners are authorized to embed or bundle portions of Esri Products and Services with activate the nondestructive copy protection their application or service. OEM partners' business program that enables the Enterprise Products to model, licensing terms and conditions, and pricing operate. ' are independent of this ELA. Licensee shall not seek d. Licensee shall Deploy, install, configure, and any discount from the OEM partner or Esri based on track the Deployment status of the Enterprise the availability of Enterprise Products under this Products. ELA. Licensee shall not decouple Esri Products or Services from the OEM partners' application. or 8.2 Order Requirements service. a. All orders pertaining to this ELA shall be 7.2 Annual Report of Deployments. At each processed through Licensee's centralized point of anniversary date and ninety (90) calendar days prior contact. to the expiration date of this ELA, Licensee shall provide a written report detailing all Deployments to b. The following information shall be included in either (a) Esri if Licensee is located in the US or each Order (or Ordering Document): (b) Authorized Distributor if Licensee is located outside the US. The report will be subject to audit. 1. Licensee naive; Esri customer number, if known; and bill -to and ship-to"addresses 7.3 Renewal. Any follow-on. ELA will be offered' in 2. Order number accordance with then -current ,ELA pricing and 3. Applicable annual payment due license terms and conditions. 4. On the face page of Order (or Ordering Document), a reference to this ELA and the following statement: "THIS ORDER IS &0• --ORDERING:, ADMINISTRATIVE GOVERNED BY THE TERMS AND PROCEDURES, .DELIVERY, AND CONDITIONS OF THE ESRI SMALL DEPLOYMENT UTILITY ELA, AND ADDITIONAL TERMS AND CONDITIONS IN THE 8.1 Orders, Delivery, and Deployment ORDER WILL NOT APPLY." a. Licensee shall issue an Ordering Document upon execution of this ELA and annually thereafter in accordance with the ELA Quotation. Payment 10/16/2013 E215-2 (Level 2) Page 5 of 6 EXHIBIT 1 9.0 --MERCERS, ACQUISITIONS, OR IIIVESTITURFS Licensee shall notify Esri and, if applicable, its Authorized Distributor in writing in the event of (i) a consolidation, merger, or reorganization of Licensee with or into another corporation or entity; (ii) Licensee's acquisition of another entity; or (iii) a transfer or sale of all or part of Licensee's organization (hereinafter subsections i, ii, and iii collectively referred to as "Ownership Change"). There will be no decrease in the ELA Fee as a result of any Ownership Change. 9.1 if an Ownership Change increases the cumulative meter or customer count beyond the maximum level for this existing ELA, Esri and, if applicable, its Authorized Distributor reserve the right to increase the ELA Fee to the next higher ELA Fee level that applies to the new cumulative meter or customer count. In the event the Ownership Change increases the cumulative meter or customer count beyond the limits of this ELA., Esri and, if applicable, its Authorized Distributor have the option to terminate this ELA and the parties will negotiate a different agreement. 9.2 If an Ownership Change results in transfer or sale of a portion of Licensee's organization, that portion of Licensee's organization shall uninstall, remove, and destroy or transfer the Enterprise Products to Licensee. 9.3 This ELA may not be assigned to a successor entity as a result of an Ownership Change unless approved by Esri and, if applicable, its Authorized Distributor in writing in advance. If the assignment to the new entity is not approved, Licensee shall require any successor entity to uninstall, remove, and destroy the Enterprise Products, and this ELA will terminate upon such Ownership Change. 10.0 --TRAINING 10.1 Training Description. Esri offers instructor -led training related to the use of its proprietary GTS software. Esri will provide to Licensee a fixed number of training days to use for Instructor -Led Training, as defined in this Small Enterprise Training .Package, if purchased. I.nstructor-.Led Training events occur at an Esri Learning Center or via the web in a cloud environment. The Esri software training course(s) to be conducted, location, schedule dates, and registration requirements are set forth in the Esri Training E215-2 (Level 2) catalog located on Esri's Training website (http://trainill .es;_sri.com). All courses are conducted in substantial conformity with course descriptions outlined on the Esri Training website. Esri reserves the right to modify course content when necessary due to software technical capabilities or limitations. 10.2 Unique Terms for the Small Enterprise Training Package a. To order training, Licensee must include training in the Ordering Document for theELA or provide an Ordering Document as required and. specified within the ELA that matches the Esri quotation. b. Where Licensee submits an additional Ordering Document to purchase training days for additional year(s), any unused training days will automatically roll over. c. An Ordering Document is required annually for each three (3) -year term. Failure to submit an annual Ordering Document will result in the forfeit of unused training days. d. Licensee must assign an individual within its organization to the role of Training Administrator to serve as liaison between Licensee's organization and Esri as well as internally manage and authorize allocated training days. e. The training days are available for a period of twelve (12) months, commencing on the Effective Date, and ending when all training , days are consumed, whichever is sooner. f Esri will invoice for outstanding training expenses where applicable. g. Training days are not transferable and not refundable for any other Esri Products or services. Page 6 of 6 10/16/2013 EXHIBIT I 0 esno Quotation # 20440316 Date: January 8, 2014 ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. Customer # 6835 Contract# 1 International Ct Broomfield, CO 80021 City of Denton Phone: (909) 793-2853 Fax: (303) 449-8830 Municipal Electric DUNS Number: 06-313-4175 CAGE Code: OAMS3 Denton, Spencer Rd enton, TX 76205 To expedite your order, please attach a copy of ATTENTION: Jerry Fielder this quotation to your purchase order. Quote is valid from: 0110812014 To: 0410812014 PHONE: (940) 349-7334 FAX: (940) 349-7334 Material Total Qty ; Description Unit Price 114761 1 Meter Counts of 10,001 to 50,000 Small Utility Term Enterprise License 25,000.00 25,000.00 Agreement - Year 1 114761 1 Meter Counts of 10,001 to 50,000 Small Utility Term Enterprise License 25,000.00 25,000.00 Agreement- Year 2 114761 1 Meter Counts of 10,001 to 50,000 Small Utility Term Enterprise License 25,000.00 25,000.00 Agreement - Year 3 Item Total: 75,000.00 Subtotal: 75,000.00 Sales Tax: 0.00' Estimated Shipping & Handling(2 Day Delivery) : 0.00 Contract Pricing Adjust: 0.00 Total: $75,000.00 Please Indicate on your purchase order if this purchase is funded through the American Recovery and Reinvestment Act, and whether Esri Is a Prime Recipient, Sub-reclpierd, or Vendor for reporting purposes. Esd may charge a fee to cover expenses related to any customer requirement to use a specific vendor management, procurement, or invoice program. :or questions contact: Ralph Anhold Email: ran hold .esri.com Phone: (909) 793-2853 x8227 Acceptance of this quotation is limited to the Esri License Agreement and the Quotation Terms and Conditions This Quotation is made in confidence for your review. It may not be disclosed to third parties, except as required bylaw. if sending remittance, please address to: Esri, File No. 54630, Los Angeles, Ca 90074-4630 ANHOLDR This offer is limited to the terms and conditions incorporated and attached herein. EXHIBIT 1 esn, Quotation # 20440316 Date: January 8, 2014 ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. Customer # 6835 Contract # 1 International Ct Broomfield, CO 80021 City of Denton Phone: (909) 793-2853 Fax: (303) 449-8830 Municipal Electric DUNSNumber: 06-313-4175 CAGE Code:OAMS3 1659 Spencer Rd To expedite your order, please attach a copy of Denton, TX 76205ATTENTION: Jerry Fielder this quotation to your purchase order. PHONE: ( err 349-7102 fielder Quote is valid from: 01/08/2014 To: 04/08/2014 FAX: (940) 349-7334 BY SIGNING BELOW YOU ARE INDICATING THAT YOU ARE AUTHORIZED TO OBLIGATE FUNDS FOR YOUR ORGANIZATION. DO NOT USE THIS FORM FOR ORDER; ACTIVATION IF YOUR ORGANIZATION WILL NOT HONOR AND PAY AN INVOICE THAT HAS BEEN ISSUED AT YOUR DIRECTION WITHOUT ADDITIONAL AUTHORIZING PAPERWORK. If you have made ANY alterations to the line items included in this quote and have chosen to sign the quote to indicate your acceptance, you must fax Esri the signed quote in its entirety in order for the quote to be accepted. You will be contacted by your Customer Service Representative if additional Information is required to complete your request. If your organization is a US Federal, state, or local government agency; an educational facility; or a company that will not pay an invoice without having issued A formal purchase order, a signed quotation will not be accepted unless it is accompanied by your purchase order. If you choose to discontinue your maintenance, you will become ineligible for maintenance benefits and services. All maintenance fees from the date of discontinuation will be due and payable if you decide to reactivate your maintenance coverage at a later date. This quotation is subject to the terms set forth herein and the terms of your agreement with Esri, if any, or as otherwise provided by Esri's standard terms and conditions at www.esri.com/legal, which are incorporated by reference. Federal Government entities and prime contractors buying under GSA pricingitterms are subject to Esri's Federal Supply Schedule GS -35F -5086H. Acceptance is limited to terms of this quotation. Esri robjects to and expressly rejects any different or additional terms contained in any purchase order, offer or confirmation sent or to be sent by buyer. All terms of this quotation as referenced above shall be incorporated into and are part of any further or additional agreement regarding Esri's software data, web services, training, services and maintenance. In order to expedite processing, please reference the quotation number and any/all applicable Esri contract number(s) (e.g. MPA, ELA, SmartBuy, GSA, BPA) on your ordering document. 2 P'sBy signing below, you authorizing Esri to issue an invoice for the items included in the above quote in the amount of: $I a� Of3l�f s sales taxes if applicable. (Note: Shipping costs are subject to change.) Please check one of the following: agree to pay any applicable sales tax am tax exemnt-rile �fitar" -t refit arpmnr Information is not rrently on file with Esri. Signature on File 1 Signature of Authorized Representative Date Name (Please Pr ) Title The quotation information Is proprietary and may not be copied or released other than for the express purpose of system selection and purchase/license. This information may not be given to outside parties or used for any other purpose without consent from Environmental Systems Research institute; Inc. (Esri). Any estimated sales and/or use tax reflected on this quote has been calculated as of the date of this quotation and is merely provided as a convenience for your organization's budgetary purposes. Esri reserves the right to adjust and collect sales andlor use tax at the actual date of invoicing. If your organization is tax exempt or pays state tax directly, then prior to invoicing, your organization must provide Esri with a copy of a current tax exemption certificate issued by your state's taxing authority for the given jurisdiction. • Please indicate on your purchase order if this purchase is funded through the American Recovery and Reinvestment Act, and whether Esri is a Prime Recipient, Sub -recipient, or Vendor for reporting purposes. Esri may charge a fee to cover expenses related to any customer requirement to use a specific vendor management, procurement, or invoice program. For questions contact: Ralph Anhold Email: ranhoid , _esri.com Phone: (909) 793-2853 x8227 Acceptance of this quotation is limited to the. Esri License Agreement and the Quotation Terms and Conditions This Quotation is made in confidence for your review. It may not be disclosed to third parties, except as required by law. If sending remittance, please address to: Esri, File No. 54630, Los Angeles, Ca 90074-4630 ANHOLDR This offer is limited to the terms and conditions incorporated and attached herein. EXHIBIT 2 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 ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. (ESRC) FOR THE ESRI SMALL ENTERPRISE LICENSE AGREEMENT FOR THE ARCGIS SOFTWARE SUITE LICENSES FOR AN ADDITIONAL THREE (3) YEAR PERIOD, EXTENDING THE CONTRACT APPROVED CITY COUNCIL ON MARCH 4, 2014, IN THE AMOUNT OF $75,000; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 5466—PROVIDING FOR AN ADDITIONAL EXPENDITURE AMOUNT NOT -TO -EXCEED $78,000, WITH THE TOTAL CONTRACT AMOUNT NOT -TO - EXCEED $153,000). WHEREAS, on March 4, 2014, by Ordinance No. 2014-066, the City awarded a contract to Environmental Systems Research Institute, Inc. in the amount of $75,000 for ArcGIS 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 extending the contract an additional three (3) years and all required licenses, 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 Environmental Systems Research Institute, Inc., which is on file in the office of the Purchasing Agent, in the amount of Seventy Eight Thousand and 0/100 ($78,000) Dollars, is hereby approved and the expenditure of funds therefor is hereby authorized in accordance with said amendment. The total contract amount increases to $153,000. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR EXHIBIT 2 ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY BY: EXHIBIT 3 THE STATE OF TEXAS § COUNTY OF DENTON § FIRST AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. [FILE NO. 54661 THIS FIRST AMENDMENT TO CONTRACT 5466 ("Amendment") by and between the City of Denton, Texas ("Licensee") and ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. ("Esri"); The Licensee deems it necessary to further expand the goods/services provided by Esri to Licensee; NOW THEREFORE, 1. Exhibit A, "QUOTATION 20499998", is incorporated into this agreement as the First Amendment, and attached hereto. 2. The revised not to exceed amount is $ 153,000, which is calculated by adding the prior 3 -year price of $75,000 with the newly quoted 3 -year term of $78,000 found in Exhibit A. 3. The term of Contract 5466 is hereby extended an additional 3 years, as stated in Exhibit A. 4. Table A, List of Products, incorporated within Exhibit A, hereby replace the prior Table A. 5. The Other Benefits Table, incorporated within Exhibit A, hereby replace the prior Other Benefits Table. All other provisions of the contract 5466, as heretofore amended, remain in full force and effect. IN WITNESS WHEREOF, the Licensee and Esri, have each executed this Amendment, by and through their respective duly authorized representatives and officers on this date FILE 5466 — Amendment 91 Page 1 of 2 Docu Sign Envelope ID: 3F000264 -763A-41 F4-A8DF-5 E4B4D9BDE20 EXHIBIT 3 "Licensee" CITY OF DENTON, TEXAS A Texas Municipal Corporation TODD HILEMAN CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY LI -A APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY DocuSigned by: By: -E K2AM439 "Esri" ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. A California Corporation OocuSigned by: �G$. , °ou L vu Manager, Domestic Contracts B�7 J — F2A50245F202485... AUTHORIZED SIGNATURE, TITLE FILE 5466 — Amendment 91 Page 2 of 2 Docu Sign Envelope ID: 3F000264 -763A-41 F4-A8DF-5 E4B4D9BDE20 EXHIBIT 3 Exhibit A January 5, 2017 Mr. Trey Price City of Denton 1659 Spencer Rd Denton, TX 76205 Dear Trey, The Esri Small Utility Enterprise License Agreement (ELA) is a three-year agreement that will grant your organization access to Esrig term license software on an unlimited basis including maintenance on all software offered through the ELA for the term of the agreement. The ELA will be effective on the date executed and will require a firm, three-year commitment. Based on Esri's work with several organizations similar to yours, we know there is significant potential to apply geographic information system (GIS) technology in many operational and technical areas within your organization. For this reason, we believe that your organization will greatly benefit from an enterprise license agreement. An ELA will provide your organization with numerous benefits including: ■ A lower cost per unit for licensed software ■ Substantially reduced administrative and procurement expenses ■ Maintenance on all Esri software deployed under this agreement ■ Complete flexibility to deploy software products when and where needed The following business terms and conditions will apply: ■ All current departments, employees, and in-house contractors of the organization will be eligible to use the software and services included in the ELA. ■ If your organization wishes to acquire and/or maintain any Esri software during the term of the agreement that is not included in the ELA, it may do so separately at the Esri pricing that is generally available for your organization for software and maintenance. ■ The organization will establish a single point of contact for orders and deliveries and will be responsible for redistribution to eligible users. ■ The organization will establish a Tier 1 support center to field calls from internal users of Esri software. The organization may designate individuals as specified in the ELA who may directly contact Esri for Tier 2 technical support. ■ The organization will provide an annual report of installed Esri software to Esri. ■ Esri software and updates that the organization is licensed to use will be automatically available for downloading. 380 New York Street 909 793 2853 Redlands, California 92373-8100 USA info@es,,i.com esri.com Docu Sign Envelope ID: 3F000264 -763A-41 F4-A8DF-5 E4B4D9BDE20 EXHIBIT 3 Exhibit A ■ The organization will act as an Esri reference site and will permit Esri to publicize its use of Esri software and services. ■ The fee and benefits offered in this ELA proposal are contingent upon your acceptance of Esri's Small Utility ELA terms and conditions. ■ Licenses are valid for the term of the ELA. The terms and conditions in this Small Utility ELA offer are for utilities with a total meter/subscriber count which falls under the applicable tier in the Esri ELA Small Utility Program. By accepting this offer, you confirm that your organization's meter count falls within this range on the date of signature and that you are therefore eligible for this pricing. If your organization's meter/subscriber count does not fall within this range, please confirm your current meter/subscriber count, and Esri will provide a revised quotation. This program offer is valid for 90 days. To complete the agreement within this time frame, please contact me within the next seven days to work through any questions or concerns you may have. To expedite your acceptance of this ELA offer: 1. Sign and return the whole agreement per the instructions in the terms and conditions. On the first page of the ELA, identify the central point of contact/agreement administrator. The agreement administrator is the party that will be the contact for management of the software, administration issues, and general operations. Information should include name, title (if applicable), address, phone number, and e-mail address. 3. In the purchase order, identify the "Ship to" and "Bill to" information for your organization. 4. Send the purchase order and agreement to the address, email or fax noted below: Esri Attn: Customer Service SU-ELA 380 New York Street Redlands, CA 92373-8100 e-mail: service@esri.com fax documents to: 909-307-3083 I appreciate the opportunity to present you with this proposal, and I believe it will bring great benefits to your organization. Thank you very much for your consideration. /1d✓da, AW Best Regards, Keith Krall Small Utility ELA 2 Docu Sign Envelope ID: 3F000264 -763A-41 F4-A8DF-5 E4B4D9BDE20 EXHIBIT 3 Exhibit A Quotation # 20499998 usn, Date: January 4, 2017 ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. Customer # 6835 Contract # 111 Market Street NE, Suite 250 Olympia, WA 98501 City of Denton Phone: (360) 754-4727 Fax: (360) 943-6910 Municipal Electric Rd DUNS Number: 06-313-4175 CAGE Code: OAMS3 Dent Spencer Denton, TX 76205 To expedite your order, please attach a copy of this quotation to your purchase order. ATTENTION: Trey Price Quote is valid from: 01/04/2017 To: 04/04/2017 PHONE: (940) 349-7127 FAX: (940) 349-7334 Material Qty Description Unit Price Total 114761 1 Meter Counts of 10,001 to 50,000 Small Utility Term Enterprise License 26,000.00 26,000.00 Agreement - Payment Due Year 1 114761 1 Meter Counts of 10,001 to 50,000 Small Utility Term Enterprise License 26,000.00 26,000.00 Agreement - Payment Due Year 2 114761 1 Meter Counts of 10,001 to 50,000 Small Utility Term Enterprise License 26,000.00 26,000.00 Agreement - Payment Due Year 3 Item Total: 78,000.00 Subtotal: 78,000.00 Sales Tax: 0.00 Estimated Shipping & Handling(2 Day Delivery) : 0.00 Contract Pricing Adjust: 0.00 Total: $78,000.00 Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program. For questions contact: Keith Krall Email: kkrall(a-)esri.com Phone: (360) 754-4727 x8951 The items on this quotation are subject to the terms set forth herein and the terms of your signed agreement with Esri, if any, or, where applicable, Esri's standard terms and conditions at www.esri.com/legal, which are incorporated by reference. Federal government entities and government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri's GSA Federal Supply Schedule. Acceptance is limited to the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri's products and services. If sending remittance, please address to: Esri, File No. 54630, Los Angeles, Ca 90074-4630 KRALLK This offer is limited to the terms and conditions incorporated and attached herein. Docu Sign Envelope ID: 3F000264 -763A-41 F4-A8DF-5 E4B4D9BDE20 EXHIBIT 3 Exhibit A Quotation # 20499998 usn, Date: January 4, 2017 ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. Customer # 6835 Contract # 111 Market Street NE, Suite 250 Olympia, WA 98501 City of Denton Phone: (360) 754-4727 Fax: (360) 943-6910 Municipal Electric Rd DUNS Number: 06-313-4175 CAGE Code: OAMS3 Dent Spencer Denton, TX 76205 To expedite your order, please attach a copy of this quotation to your purchase order. ATTENTION: Trey Price Quote is valid from: 01/04/2017 To: 04/04/2017 PHONE: (940) 349-7127 FAX: (940) 349-7334 If you have made ANY alterations to the line items included in this quote and have chosen to sign the quote to indicate your acceptance, you must fax Esri the signed quote in its entirety in order for the quote to be accepted. You will be contacted by your Customer Service Representative if additional information is required to complete your request. If your organization is a US Federal, state, or local government agency; an educational facility; or a company that will not pay an invoice without having issued a formal purchase order, a signed quotation will not be accepted unless it is accompanied by your purchase order. In order to expedite processing, please reference the quotation number and any/all applicable Esri contract number(s) (e.g. MPA, ELA, SmartBuy, GSA, BPA) on your ordering document. BY SIGNING BELOW, YOU CONFIRM THAT YOU ARE AUTHORIZED TO OBLIGATE FUNDS FOR YOUR ORGANIZATION, AND YOU ARE AUTHORIZING ESRI TO ISSUE AN INVOICE FOR THE ITEMS INCLUDED IN THE ABOVE QUOTE IN THE AMOUNT OF $ , PLUS SALES TAXES IF APPLICABLE. DO NOT USE THIS FORM IF YOUR ORGANIZATION WILL NOT HONOR AND PAY ESRI'S INVOICE WITHOUT ADDITIONAL AUTHORIZING PAPERWORK. Please check one of the following I agree to pay any applicable sales tax. I am tax exempt, please contact me if exempt information is not currently on file with Esri. Signature of Authorized Representative Date Name (Please Print) Title The quotation information is proprietary and may not be copied or released other than for the express purpose of system selection and purchase/license. This information may not be given to outside parties or used for any other purpose without consent from Environmental Systems Research Institute, Inc. (Esri). Any estimated sales and/or use tax reflected on this quote has been calculated as of the date of this quotation and is merely provided as a convenience for your organization's budgetary purposes. Esri reserves the right to adjust and collect sales and/or use tax at the actual date of invoicing. If your organization is tax exempt or pays state tax directly, then prior to invoicing, your organization must provide Esri with a copy of a current tax exemption certificate issued by your state's taxing authority for the given jurisdiction. Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program. For questions contact: Keith Krall Email: kkralllcIesri.com Phone: (360) 754-4727 x8951 The items on this quotation are subject to the terms set forth herein and the terms of your signed agreement with Esri, if any, or, where applicable, Esri's standard terms and conditions at www.esri.com/legal, which are incorporated by reference. Federal government entities and government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri's GSA Federal Supply Schedule. Acceptance is limited to the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri's products and services. If sending remittance, please address to: Esri, File No. 54630, Los Angeles, Ca 90074-4630 KRALLK This offer is limited to the terms and conditions incorporated and attached herein. Docu Sign Envelope ID: 3F000264 -763A-41 F4-A8DF-5 E4B4D9BDE20 EXHIBIT 3 Exhibit Oesn Esri Use Only: Cust. Name Cust. # PO # _ Esri Agreement # Esti, 380 New York St., Redlands, CA 923 73-8 100 USA • TEL 909-793-2853 • FAX 909-793-5953 SMALL ENTERPRISE, AGREEMENT SM AE,L UT€E,€TY (E215-2) 5.2) This Agreement is by and between the organization identified in the Quotation ("Licensee") and Environmental Systems Research Institute, Inc. ("Esri"). This Agreement sets forth the terms for Licensee's use of Products and incorporates by reference (i) the Quotation and (ii) the License Agreement. Should there be any conflict between the terms and conditions of the documents that comprise this Agreement, the order of precedence for the documents shall be as follows: (i) the Quotation, (ii) this Agreement, and (iii) the License Agreement. This Agreement shall be governed by and construed in accordance with the laws of the state in which Licensee is located without reference to conflict of laws principles, and the United States of America federal law shall govern in matters of intellectual property. The modifications and additional rights granted in this Agreement apply only to the Products listed in Table A. 'Table A List of Products Uncapped Quantities Desktop Software and Extensions ArcGIS Desktop Advanced ArcGIS Desktop Standard ArcGIS Desktop Basic ArcGIS Desktop Extensions: ArcGIS 3D Analyst, ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst, ArcGIS Publisher, ArcGIS Network Analyst, ArcGIS Schematics, ArcGIS Workflow Manager, ArcGIS Data Reviewer Enterprise Software and Extensions ArcGIS Enterprise and Workgroup (Advanced and Standard) ArcGIS Enterprise Extensions: ArcGIS 3D Analyst, ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst, ArcGIS Network Analyst, ArcGIS Schematics, ArcGIS Workflow Manager Enterprise Optional Server ArcGIS Image Server Developer Tools ArcGIS Engine ArcGIS Engine Extensions: ArcGIS 3D Analyst, ArcGIS Spatial Analyst, ArcGIS Engine Geodatabase Update, ArcGIS Network Analyst, ArcGIS Schematics ArcGIS Runtime (Standard) ArcGIS Runtime Analysis Extension Limited Quantities One (1) Annual Subscription to Esri Developer Network (EDN) Standard* Two (2) Esri CityEngine Advanced Single Use Licenses 50 Level 1 ArcGIS Online Named Users 50 Level 2 ArcGIS Online Named Users 10,000 ArcGIS Online Service Credits 50 Level 1 ArcGIS Enterprise Named Users 50 Level 2 ArcGIS Enterprise Named Users 2 Insights for ArcGIS OTHER BENEFITS Number of Esri User Conference Registrations provided annually 2 Number of Tier 1 Help Desk Individuals authorized to call Esri 3 Maximum number of sets of backup media, if requested** 2 Number of Seats in `Working with Geometric Networks for Utilities' class 1 Self -Paced e -Learning Uncapped Five percent (5%) discount on all individual commercially available instructor -led training classes at Esri facilities purchased outside this Agreement (Discount does not apply to Small Enterprise Training Package.) *Maintenance is not provided for these items **Additional sets of backup media may be purchased for a fee Page 1 of 5 11/04/2016 Docu Sign Envelope ID: 3F000264 -763A-41 F4-A8DF-5 E4B4D9BDE20 EXHIBIT 3 Exhibit A Licensee may accept this Agreement by signing and returning the whole Agreement with a signed sales quotation, purchase order, or other document that matches the Quotation and references this Agreement ("Ordering Document"). ADDITIONAL OR CONFLICTING TERMS IN LICENSEE'S ORDERING DOCUMENT WILL NOT APPLY, AND THE TERMS OF THIS AGREEMENT WILL GOVERN. This Agreement is effective as of the date of Esri's receipt of Licensee's Ordering Document incorporating this Agreement by reference, unless otherwise agreed to by the parties ("Effective Date"). Term of Agreement: Three (3) years This Agreement supersedes any previous agreements, proposals, presentations, understandings, and arrangements between the parties relating to the licensing of the Products. Except as provided in Article 4—Product Updates, no modifications can be made to this Agreement. Accepted and Agreed (Licensee) By: Authorized Signature Printed Name: Title: Date: Contact: Address: City, State, Postal Code: Country: Quotation Number (if applicable): LICENSEE CONTACT INFORMATION Telephone: Fax: E-mail: Page 2 of 5 11/04/2016 Docu Sign Envelope ID: 3F000264 -763A-41 F4-A8DF-5 E4B4D9BDE20 EXHIBIT 3 Exhibit A M—Am)i FIONA1, DIIJ INN FIONS In addition to the definitions provided in the License Agreement, the following definitions apply to this Agreement: "Deploy", "Deployed" and "Deployment" mean to redistribute and install the Products and related Authorization Codes within Licensee's organization(s). "Fee" means the fee set forth in the Quotation. "Case" means a failure of the Software or Online Services to operate according to the Documentation where such failure substantially impacts operational or functional performance. "License Agreement" means the applicable license agreement for Esri Products incorporated by this reference that is (i) found at httL)://www.esri.com/legal/software-license and available in the installation process requiring acceptance by electronic acknowledgment or (ii) a signed Esri license agreement that supersedes such electronically acknowledged license agreement. "Maintenance" means Tier 2 Support, Product updates, and Product patches provided to Licensee during the Term of Agreement. "Product(s)" means the products identified in Table A - List of Products and any updates to the list Esri provides in writing. "Quotation" means the offer letter and quotation provided separately to Licensee. "Technical Support" means the technical assistance for attempting resolution of a reported Case through error correction, patches, hot fixes, workarounds, replacement deliveries, or any other type of Product corrections or modifications. "Tier 1 Help Desk" means Licensee's point of contact(s) to provide all Tier 1 Support within Licensee's organization(s). "Tier 1 Support" means the Technical Support provided by the Tier 1 Help Desk. "Tier 2 Support" means the Technical Support provided to the Tier 1 Help Desk when a Case cannot be resolved through Tier 1 Support. Licensee will receive Tier 2 Support from Esri. 10Am)iTIOraAr.GRANFOJ [,KTNS 2.1 Grant of License. Subject to the terms and conditions of this Agreement, Esri grants to Licensee a personal, nonexclusive, nontransferable license solely to use, copy, and Deploy quantities of the Products listed in Table A—List of Products for the term provided on the first page (i) for the applicable Fee and (ii) in accordance with the License Agreement. 2.2 Consultant Access. Esri grants Licensee the right to permit Licensee's consultants or contractors to use the Products exclusively for Licensee's benefit. Licensee will be solely responsible for compliance by consultants and contractors with this Agreement and will ensure that the consultant or contractor discontinues use of Products upon completion of work for Licensee. Access to or use of Products by consultants or contractors not exclusively for Licensee's benefit is prohibited. Licensee may not permit its consultants or contractors to install Software or Data on consultant, contractor, or third - party computers or remove Software or Data from Licensee locations, except for the purpose of hosting the Software or Data on Contractor Servers for the benefit of Licensee. &0—Tt;t2Yt, TF R\4I NAt 10N,ANJ) Exi,i iAF10N 3.1 Term. This Agreement and all licenses hereunder will commence on the Effective Date and continue for the duration identified in the Term of Agreement, unless this Agreement is terminated earlier as provided herein. Licensee is only authorized to use Products during the Term of Agreement. For an Agreement with a limited term, Esri does not grant Licensee an indefinite or a perpetual license to Products. 3.2 No Use upon Agreement Expiration or Termination. All Product licenses, all Maintenance, and Esri User Conference registrations terminate on expiration or termination of this Agreement. 3.3 Termination for a Material Breach. Either party may terminate this Agreement for a material breach by the other party. The breaching party will have thirty (30) days from the date of written notice to cure any material breach. 3.4 Termination for Lack of Funds. For an Agreement with government or government-owned entities, either party may terminate this Agreement before any subsequent year if Licensee is unable to secure funding through the legislative or governing body's approval process. Page 3 of 5 11/04/2016 Docu Sign Envelope ID: 3F000264 -763A-41 F4-A8DF-5 E4B4D9BDE20 EXHIBIT 3 Exhibit A 3. At a minimum, Tier 1 Support will include those 3. Follow-on Term. If the parties enter into another activities that assist the user in resolving how-to agreement substantially similar to this Agreement for and operational questions as well as questions on an additional term, the effective date of the follow-on installation and troubleshooting procedures. agreement will be the day after the expiration date of this Agreement. 4. The Tier 1 Help Desk will be the initial points of contact for all questions and reporting of a Case. The Tier 1 Help Desk will obtain a full M—P io m j r UP DA ITS description of each reported Case and the system configuration from the user. This may include nl Future Updates. Esri reserves the right to update the obtaining any customizations, code samples, or list of Products in Table A—List of Products by data involved in the Case. The Tier 1 Help Desk providing written notice to Licensee. Licensee may may also use any other information and continue to use all Products that have been Deployed, databases that may be developed to satisfactorily but support and upgrades for deleted items may not resolve the Case. be available. As new Products are incorporated into the standard program, they will be offered to 5. If the Tier 1 Help Desk cannot resolve the Case, Licensee via written notice for incorporation into the an authorized Tier 1 Help Desk individual may Products schedule at no additional charge. Licensee's contact Tier 2 Support. The Tier 1 Help Desk use of new or updated Products requires Licensee to will provide support in such a way as to adhere to applicable additional or revised terms and minimize repeat calls and make solutions to conditions of the License Agreement. problems available to Licensee. .2 Product Life Cycle. During the Term of Agreement, do Tier 1 Help Desk individuals are the only some Products may be retired or may no longer be individuals authorized to contact Tier 2 Support. available to Deploy in the identified quantities. Licensee may change the Tier 1 Help Desk Maintenance will be subject to the individual Product individuals by written notice to Esri. Life Cycle Support Status and Product Life Cycle Support Policy, which can be found at bn i'ler 2 Support httL)://suL)L)ort.esri.com/en/content /productlifecvcles. Updates for Products in the I. Tier 2 Support will log the calls received from mature and retired phases may not be available. Tier 1 Help Desk. Licensee may continue to use Products already Deployed during the Term of Agreement, but 2. Tier 2 Support will review all information Licensee will not be able to Deploy retired Products. collected by and received from the Tier 1 Help Desk including preliminary documented N if d`�hdC' troubleshooting provided by the Tier 1 Help °`� Desk when Tier 2 Support is required. The Fee includes standard maintenance benefits during the Term of Agreement as specified in the most current applicable Esri Maintenance and Support Program document (found at http://www.esri.com/legal). At Esri's sole discretion, Esri may make patches, hot fixes, or updates available for download. No Software other than the defined Products will receive Maintenance. Licensee may acquire maintenance for other Software outside this Agreement. a. l`lcr I Support In Licensee will provide Tier 1 Support through the Tier 1 Help Desk to all Licensee's authorized users. 2. The Tier 1 Help Desk will be fully trained in the Products. 3. Tier 2 Support may request that Tier 1 Help Desk individuals provide verification of information, additional information, or answers to additional questions to supplement any preliminary information gathering or troubleshooting performed by Tier 1 Help Desk. . Tier 2 Support will attempt to resolve the Case submitted by Tier 1 Help Desk. . When the Case is resolved, Tier 2 Support will communicate the information to Tier 1 Help Desk, and Tier 1 Help Desk will disseminate the resolution to the user(s). Page 4 of 5 11/04/2016 Docu Sign Envelope ID: 3F000264 -763A-41 F4-A8DF-5 E4B4D9BDE20 EXHIBIT 3 Exhibit A This Agreement will not be construed or interpreted as an exclusive dealings agreement or Licensee's endorsement of Products. Either party may publicize the existence of this Agreement. 7.1 OEM Licenses. Under Esri's OEM or Solution OEM programs, OEM partners are authorized to embed or bundle portions of Esri products and services with their application or service. OEM partners' business model, licensing terms and conditions, and pricing are independent of this Agreement. Licensee will not seek any discount from the OEM partner or Esri based on the availability of Products under this Agreement. Licensee will not decouple Esri products or services from the OEM partners' application or service. 7.2 Annual Report of Deployments. At each anniversary date and ninety (90) calendar days prior to the expiration date of this Agreement, Licensee will provide Esri with a written report detailing all Deployments. Upon request, Licensee will provide records sufficient to verify the accuracy of the annual report. PEROCFDUR1:S, D1.1.1VI: RV, ANT) D1111.OVYIFN 8.1 Orders, Delivery, and Deployment a. Upon the Effective Date, Esri will invoice Licensee and provide Authorization Codes to activate the nondestructive copy protection program that enables Licensee to download, operate, or allow access to the Products. If this is a multi-year Agreement, Esri may invoice the Fee thirty (30) calendar days before the annual anniversary date for each additional year. bn Undisputed invoices will be due and payable within thirty (30) calendar days from the date of invoice. Esri's federal ID number is 95-2775-732. c. If requested, Esri will ship backup media to the ship - to address identified on the Ordering Document, FOB Destination, with shipping charges prepaid. Licensee acknowledges that should sales or use taxes become due as a result of any shipments of tangible media, Esri has a right to invoice and Licensee will pay any such sales or use tax associated with the receipt of tangible media. 8.2 Order Requirements. Esri does not require Licensee to issue a purchase order. Licensee may submit a purchase order in accordance with its own process requirements, provided that if Licensee issues a purchase order, Licensee will submit its initial purchase order on the Effective Date. If this is a multi-year Agreement, Licensee will submit subsequent purchase orders to Esri at least thirty (30) calendar days before the annual anniversary date for each additional year. a. All orders pertaining to this Agreement will be processed through Licensee's centralized point of contact. bn The following information will be included in each Ordering Document: (1) Licensee name; Esri customer number, if known; and bill -to and ship -to addresses (2) Order number (3) Applicable annual payment due M MIS:lwl.R.S,AC'CUiSiIIONS,OR E lvia, riTURFS If Licensee is a commercial entity, Licensee will notify Esri in writing in the event of (i) a consolidation, merger, or reorganization of Licensee with or into another corporation or entity; (ii) Licensee's acquisition of another entity; or (iii) a transfer or sale of all or part of Licensee's organization (subsections i, ii, and iii, collectively referred to as "Ownership Change"). There will be no decrease in Fee as a result of any Ownership Change. 9.1 If an Ownership Change increases the cumulative program count beyond the maximum level for this Agreement, Esri reserves the right to increase the Fee or terminate this Agreement and the parties will negotiate a new agreement. 9.2 If an Ownership Change results in transfer or sale of a portion of Licensee's organization, that portion of Licensee's organization will transfer the Products to Licensee or uninstall, remove, and destroy all copies of the Products. 9.3 This Agreement may not be assigned to a successor entity as a result of an Ownership Change unless approved by Esri in writing in advance. If the assignment to the new entity is not approved, Licensee will require any successor entity to uninstall, remove, and destroy the Products. This Agreement will terminate upon such Ownership Change. Page 5 of 5 11/04/2016 Certificate Of Completion Envelope Id: 3F000264763A41F4A8DF5E4B4D9BDE20 Subject: Please DocuSign: City Council Amendment 5466 - ESRI, Inc. Source Envelope: Document Pages: 12 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 2/14/2017 9:11:47 AM 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: Chris Johnson cjohnson@esri.com Manager, Domestic Contracts Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 2/22/2017 9:22:21 AM ID: 672827de-1867-4bOf-9796-d 5e6d 138ee 16 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: Rebecca Hunter rebecca.hunter@cityofdenton.com Signature Using IP Address: 129.120.6.150 D—Shg-d by: (« P k F 2A5024 5F 211.7.4 F,S... Using IP Address: 198.102.62.250 Dacusigned 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: 2/22/2017 7:17:15 AM Viewed: 2/22/2017 7:17:24 AM Signed: 2/22/2017 7:21:02 AM Sent: 2/22/2017 7:24:25 AM Viewed: 2/22/2017 9:22:21 AM Signed: 2/22/2017 9:24:26 AM Sent: 2/22/2017 9:24:29 AM Viewed: 2/22/2017 9:50:41 AM Signed: 2/22/2017 9:50:51 AM Sent: 2/22/2017 9:50:53 AM Viewed: 2/22/2017 2:59:32 PM 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 Erick Arial earial@esri.com ON Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri Thurman sherri.thurman@cityofdenton.com COPIED 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: Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 2/22/2017 7:24:28 AM Sent: 2/22/2017 9:24:27 AM Viewed: 2/22/2017 9:27:16 AM Sent: 2/22/2017 9:24:28 AM EXHIBIT 3 Carbon Copy Events Status Timestamp Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 10/9/2015 11:39:51 AM ID:04463961-03db-4c4d-9228-d660d6146ed6 Jennifer Bridges jennifer.bridges@cityofdenton.com Security Level: Email, Account Authentication (Optional) 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: Sam Mall sam.mall@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Keith Krall kkrall@esri.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 2/22/2017 9:50:53 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 4/20/2015 7:25]@IBIT 3 Parties agreed to: Chris Johnson, Todd Hileman, Robin Fox ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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EXHIBIT 3 Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-281, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: March 7, 2017 SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a three (3) year agreement for Collection Services for Utilities (Part A), and Fire/EMS and Miscellaneous Receivables (Part B) by and between the City of Denton, Texas and Credit Systems International, Inc.; providing for the expenditure of funds therefor; and providing an effective date (RFP 6133 Parts A and B -awarded to Credit Systems International, Inc. in the not -to -exceed amount of $243,817). The Public Utilities Board recommends approval (7-0). RFP INFORMATION The City of Denton's Utilities Customer Service, Finance, and Fire departments have utilized the services of Credit Systems International, Inc. for the past 12 years to assist with the collection of unpaid bills. The current contract expires on March 15, 2017. In an effort to obtain the best value for the City of Denton, Utilities Customer Service partnered with the aforementioned departments as well as Municipal Court to issue a Request for Proposal (RFP) to qualified collection agencies. Because the collection of debt is handled somewhat differently by each department, the receivables were separated for evaluation purposes into the following three parts: Utilities (Part A), Fire/EMS and miscellaneous receivables (Part B), and Municipal Court fines (Part Q. Requests for Proposals were sent to 72 prospective suppliers. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Eight (8) proposals meeting specification for Parts A and B of the RFP were received. A selection committee comprised of staff from Customer Service, Fire, and Technology Services reviewed the proposals from each vendor. The services evaluated during the review of candidates included the collection of revenue for utility services, ambulance billing, and other miscellaneous services. Proposals were evaluated based on the following weighted criteria: • Price of the proposal- 50% • Compliance with City's specifications and needs- l0%, • Experience in working with a combination of utilities, ambulance, municipal court, and miscellaneous receivable accounts- 20% City of Denton Page 1 of 3 Printed on 3/3/2017 povveied by I_egivt9i IN File #: ID 17-281, Version: 1 • Probability of performance under contract- 10% The attached evaluation and ranking sheet (Exhibit 1) indicates the scoring and ranking for each vendor. After reviewing each vendor proposal and checking references, the top four (4) companies were invited to provide a presentation to the selection committee. Credit Systems International, Inc. was ranked the highest and determined to be the best value for the City. Credit Systems International, Inc. provides a comprehensive approach to the collection of unpaid debts. These efforts include, but are not limited to, skip tracing, telephone and letter notifications, and coordination with major credit reporting agencies. Credit Systems International, Inc. has 36 years of experience in the collection of utility, healthcare, and municipal/governmental debts. In addition to the City of Denton, they currently serve several local municipalities including the City of Azle, Keller, DeSoto, and North Richland Hills. Staff recommends awarding a collection services contract for utility, Fire/EMS, and miscellaneous receivables to Credit Systems International, Inc. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On February 27, 2017, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. RECOMMENDATION Award to Credit Systems International, Inc. in the estimated three (3) year amount of $135,000 for Part A. Award to Credit Systems International, Inc. in the estimated three (3) year amount of $108,817 for Part B for a total estimated $243,817. The actual amount to be paid to Credit Systems International, Inc. is contingent upon its monetary recoveries from persons, in accordance with the percentages expressed in Exhibit 1. PRINCIPAL PLACE OF BUSINESS Credit Systems International, Inc. Fort Worth, TX ESTIMATED SCHEDULE OF PROJECT This is a one year contract with the option to renew for two additional one year periods if agreed upon by both parties. This award will provide continued partnership with the City of Denton and Credit Systems International, Inc., and will require no implementation time. FISCAL INFORMATION The various using departments including Utilities, Fire, and Code Enforcement will provide payment as services are rendered and delinquent payments are received. 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: City of Denton Page 2 of 3 Printed on 3/3/2017 povveied by I_egivt9i IN File #: ID 17-281, Version: 1 Related Key Focus Area: Organizational Excellence Related Goal: 1.1 Manage financial resources in a responsible manner EXHIBITS Exhibit 1: Evaluation and Ranking Exhibit 2: Public Utilities Board Draft Minutes Exhibit 3: Ordinance Exhibit 4: Part A Contract Exhibit 5: Part B Contract Respectfully submitted: Ethan Cox, 349-7421 Customer Service Manager For information concerning this acquisition, contact: Ethan Cox at 349-7421. 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LU w > ,� 0 0 0 0 0 0 0 0 > 0 0 0 0 0 0 O m O m w m qT to O _ O m O G) 0 u W m N N ci ci ci ci Lr; n p o0 o0 ci N ci N � � � U C f6 7 E a v U N c C C Q N U — N co u 0 5 c* i Cd o i t3LO fi C N •0 + U a) C C N .O +' U/ > i N N �` > i N m N VI t b.0 N i u i f0 N t 00 +O+ N y0,,+O+ U/ E +O+ C .0 O f0 > biU C >O Y f0 O 7 4 U 00 U/ 4 7 00 a) ( N C E N N N C m O' LV > m +O+IOV) O Q OZf U) O_ +O+ ? U/ i QO'U co O NLp > v m v m (1)v m x a v w 2 x m 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 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 EXHIBIT 2 DRAFT MINUTES PUBLIC UTILITIES BOARD Monday, February 27, 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 27, 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, Barbara Russell, Lilia Bynum, Charles Jackson, Brendan Carroll, and Allen Bishop Ex Officio Members: Howard Martin, ACM Utilities OPEN MEETING CONSENT AGENDA A. PUB17-046- Consider recommending approval of a contract with Credit Systems International, Inc. for the collection of unpaid utility bills owed by customers of Denton Municipal Utilities, in the annual estimated amount of $45,000 for a three (3) year estimated total of $135,000. Actual costs will be determined by monetary recoveries in accordance with approved percentages submitted by Credit Systems International, Inc. (RFP 6133 -Section A) Board Member Bishop pulled this item for questions. The proposal is an estimated $45,000 based upon delinquencies of $560,000 annually. How does this compare historically in terms of delinquencies and on the projected recovery which is 17.9 percent, is that incorporating the $45,000 or is that additional. Tiffani Thompson answered the questions. The estimated cost is at $45,000 based upon what is normally sent to a collection and it is incorporated. Robinson net recovery rate, is that guaranteed. Thompson answered it is not guaranteed, it is estimated to be 30 percent. The vendor has demonstrated they can get the 30 percent over the last 12 years. Bishop then asked if the 17.9 percent paid no matter what the recovery rate is. Thompson answered they get the 17.9 percent of that amount recovered. Robinson added we need to make sure we get the 30 percent, especially since that was the basis of them receiving the contract. Thompson stated that with all eight bidders none of them would guarantee the recovery percentage. The vendor selected has proved their track record. Board Member Bishop motioned to approve item A. There was a second by Board Member Parker. Vote 7-0 approved. Adjournment 10:32 a.m. EXHIBIT 3 ORDINANCE NO. 2017 - AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A THREE (3) YEAR AGREEMENT FOR COLLECTION SERVICES FOR UTILITIES (PART A), AND FIRE/EMS AND MISCELLANEOUS RECEIVABLES (PART B) BY AND BETWEEN THE CITY OF DENTON, TEXAS AND CREDIT SYSTEMS INTERNATIONAL, INC.; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 6133 PARTS A AND B—AWARDED TO CREDIT SYSTEMS INTERNATIONAL, INC. IN THE NOT -TO -EXCEED AMOUNT OF $243,817). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for collection services for Utilities, Fire/EMS, and Miscellaneous Receivables 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 6133 Credit Systems International, Inc. $243,817 SECTION 2. By the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. EXHIBIT 3 SECTION 3. Should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Proposal and related documents herein approved and accepted. This will be an initial one (1) year contract with options to extend the contract for two (2) additional one (1) year periods with all terms and conditions remaining the same. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 6133 Parts A and B 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 4 THE STATE OF TEXAS COUNTY OF DENTON AGREEMENT FOR COLLECTION SERVICES RFP# 6133 (SECTION A) COLLECTION SERVICES FOR UTILITIES, FIRE/EMS AND MUNICIPAL COURTS THIS AGREEMENT is made and entered into as of the day of 2017, by and between the City of Denton, Texas, a Texas Municipal Corporation, with its principal office at 215 East McKinney Street, Denton, Texas 76201 (hereafter "CITY"); and Credit Systems International, Inc., with its corporate office at 1277 Country Club Lane, Fort Worth, Texas 76112, (hereafter "COLLECTOR"); each acting herein, by and through their duly authorized representative or officer. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE 1 EMPLOYMENT The CITY hereby contracts with COLLECTOR, as an independent contractor; and the COLLECTOR hereby agrees to perform the services herein in connection with the Project as stated in the Articles to follow, with diligence and in accordance with the professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described Project, to wit: To provide collection services for miscellaneous accounts receivable held by the City of Denton, Texas. This includes accounts receivable that are owed to, but have not been collected by the CITY, and may include services for utilities, ambulance and other miscellaneous accounts. The object of this Agreement is to increase revenue collections efficiently and at the same time maintain a professional approach when managing "bad debt" accounts of the CITY that are assigned to COLLECTOR. ARTICLE 2 SCOPE OF SERVICES The COLLECTOR shall perform the following services in a professional manner: A. The COLLECTOR shall perform those services as are necessary, and as described in the CITY'S "Request for Sealed Proposal for Utility Collection Services for Utilities, Fire/EMS & Municipal Courts " which is attached hereto, incorporated by reference and made a part hereof as Exhibit "A." DocuSign Envelope ID: 696339AO-91 FC-457C-A588-DE7791858890 EXHIBIT 4 B. Referral of Accounts - COLLECTOR agrees to accept all first placement accounts receivable referred to COLLECTOR for collection (hereafter the "Accounts") by the CITY. It is expressly agreed that any and all account information disclosed to COLLECTOR through placement of Accounts will remain confidential and be kept by COLLECTOR in the strictest confidence and will not be disclosed to any other party without the CITY's express written authorization and within the legal requirements of the Health Insurance Portability and Accountability Act (HIPAA), the federal Fair Credit Reporting Act ("FCRA") and any other applicable legislation. C. Collection Efforts — COLLECTOR's services and collection efforts shall include the sending of demand letters; attempting telephone contact with debtors; attempting to locate debtors; obtain updated financial and credit information with respect to debtors; and arranging payment arrangements from the debtors in order to satisfy the indebtedness to be collected on behalf of the CITY. For each Account, COLLECTOR shall make these collection efforts for the life of the Account (which for purposes of this Agreement means three years). At the end of that period, all inactive uncollected Accounts must be promptly returned to the CITY, along with its findings and recommendations. Active Accounts (those who have a payment pending or are actively on a payment plan) may be retained by COLLECTOR for an additional 180 days, or returned sooner if an Account becomes inactive. If COLLECTOR has not succeeded in collecting any part of the Account during that time period, then COLLECTOR shall promptly submit its findings and recommendations to the CITY. D. Collections and Settlement - COLLECTOR shall in all cases attempt to collect the total sum of outstanding receivables on accounts assigned to it and all charges owed by the debtor on an Account. E. Notification of Claims - COLLECTOR agrees to immediately notify and advise CITY within 72 hours of receiving notice of any claims or causes of action asserted against the CITY by any debtor. F. Return of Accounts - Unless this Agreement shall be terminated as hereinafter provided, and unless CITY expressly agrees otherwise, in advance, for each Account, COLLECTOR shall cease its activities and return the Account to the CITY if (i) no collection arrangement has been made within the life of the Account, or (ii) after having made a collection arrangement for a particular Account, no amounts are collected by the Collector for a continuous period of 365 days. These Accounts may not be held by COLLECTOR for a period longer than eighteen (18) months. G. Withdrawal of Referred Accounts - CITY has the right to and may withdraw any Account assigned to COLLECTOR at any time for any reason. H. Reporting - COLLECTOR shall submit to the CITY, activity reports and such other information relative to the Accounts as is requested and as stated in the "Request for Sealed Proposal for Utility Collection Services for Utilities, Fire/EMS & Municipal Courts" document attached hereto as Exhibit "A." L If there is any conflict between the terms of this Agreement and the Exhibits attached to this Agreement the terms and conditions of this Agreement will control over the terms and conditions of the attached Exhibits. DocuSign Envelope ID: 696339AO-91 FC-457C-A588-DE7791858890 EXHIBIT 4 ARTICLE 3 PERIOD OF SERVICE A. This Agreement shall become effective on the date it is approved by the Denton City Council. The term of this Agreement shall be for a period of one (1) year. It shall be renewable for up to two (2) additional consecutive one-year periods, with all the terms and conditions remaining unchanged. The renewal of this Agreement for each of the two (2) additional consecutive one-year periods, shall be automatic unless the CITY provides a minimum of thirty (30) days written notice provided to COLLECTOR that it elects to terminate this Agreement, before the Agreement term expires or any such renewal term expires. B. CITY may terminate this Agreement immediately by written notice if. (i) COLLECTOR violates or breaches any term or condition of the Agreement; or if (ii) CITY reasonably determines that there has been a material adverse change in COLLECTOR's financial condition, or for (iii) any reasonable cause whatsoever. COLLECTOR shall still be entitled to receive its earned fee as of the date of termination as provided in Article IV hereof. In case of termination hereunder this paragraph (i) all accounts and file materials shall be returned immediately to the CITY within fifteen (15) days and (ii) COLLECTOR shall immediately cease all collection efforts on CITY Accounts. ARTICLE 4 COMPENSATION COLLECTOR as full compensation for its services performed hereunder shall receive a fee on all monies collected on Accounts in the COLLECTOR'S possession from the date of account placement with COLLECTOR. The fees described in this Article 4 are more particularly set forth in the "Hybrid Price Proposal" that is attached hereto as Exhibit "B" and is incorporated herewith by reference. It is understood that no legal action will be taken or initiated by the COLLECTOR without the express advance written approval of the CITY. ARTICLE 5 REMITTANCES COLLECTOR shall instruct debtors to send their payment(s) directly to the COLLECTOR. COLLECTOR shall include payment instructions, as specified in the "COLLECTION SERVICES FOR UTILITIES, FIRE/EMS AND MUNICIPAL COURTS" (Exhibit "A" hereto), in all correspondence or other materials sent to each debtor. The COLLECTOR will remit monthly, by the fifteenth (15th) day of each month, to the CITY payment(s) received by debtors with a report of payments received from debtors on Accounts during the previous month. The CITY shall remit monthly, by the fifteenth (15th) day of each month, the agreed fee to COLLECTOR based solely upon the reported information. DocuSign Envelope ID: 696339AO-91 FC-457C-A588-DE7791858890 EXHIBIT 4 ARTICLE 6 INDEPENDENT COLLECTOR The COLLECTOR shall provide services to the CITY as an independent collector, not as an employee of the CITY. COLLECTOR shall not have or claim any right arising from employee status. ARTICLE 7 INDEMNITY AGREEMENT THE COLLECTOR SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS THE CITY AND ITS OFFICERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES, LOSSES AND EXPENSES, INCLUDING BUT NOT LIMITED TO COURT COSTS AND REASONABLE ATTORNEY FEES INCURRED BY THE CITY, AND INCLUDING WITHOUT, LIMITATION DAMAGES FOR BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE, RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE COLLECTOR OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES IN THE EXECUTION, OPERATION, OR PERFORMANCE OF THIS AGREEMENT. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO CREATE A LIABILITY TO ANY PERSON WHO IS NOT A PARTY TO THIS AGREEMENT AND NOTHING HEREIN SHALL WAIVE ANY OF THE PARTY'S DEFENSES, BOTH AT LAW OR EQUITY, TO ANY CLAIM, CAUSE OF ACTION OR LITIGATION FILED BY ANYONE NOT A PARTY TO THIS AGREEMENT, INCLUDING THE DEFENSE OF GOVERNMENTAL IMMUNITY, WHICH DEFENSES ARE HEREBY EXPRESSLY RESERVED. ARTICLE 8 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 COLLECTOR 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 COLLECTOR 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 COLLECTOR 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. DocuSign Envelope ID: 696339AO-91 FC-457C-A588-DE7791858890 EXHIBIT 4 ARTICLE 9 ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The CITY and COLLECTOR may agree to settle any dispute under this Agreement by submitting the dispute to arbitration or other means of alternate dispute resolution such as mediation. No arbitration or alternate dispute resolution arising out of or relating to this Agreement involving one party's disagreement may include the other party to the disagreement without the other's approval. ARTICI,F, 1(1 INSURANCE During the performance of the professional services under this Agreement, the COLLECTOR shall maintain the following insurance coverage with an insurance company licensed to do business in the State of Texas; and in a form approved by the City Attorney: • Professional liability insurance with limits not less than $2,000,000 annual aggregate with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. • 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 collector has access to City funds. Limits of not less than $50,000 for each occurrence are required. COLLECTOR agrees to keep these policies in force and in good standing for the duration of this Contract and further agrees that CITY will be provided at least thirty (30) days' notice of cancellation of any such coverage. To the extent legally possible, COLLECTOR will cause the CITY to be named as an Additional Insured regarding such insurance coverage. COLLECTOR agrees to furnish CITY a certificate of insurance evidencing such insurance coverage at the time this Contract is entered into by COLLECTOR and CITY. ARTICIT 11 RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the CITY shall not constitute nor be deemed a release of the responsibility and liability of the COLLECTOR, its employees, associates, agents, subcontractors and sub - consultants for the competency of their work; nor shall such approval be deemed to be an assumption of such responsibility by the CITY for any work by the COLLECTOR, its employees, associates, agents, subcontractors, and sub -consultants. DocuSign Envelope ID: 696339AO-91 FC-457C-A588-DE7791858890 EXHIBIT 4 ARTICIT, 11 NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail at the address shown below, certified mail, return receipt requested unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days mailing: *(To Collector) Credit Systems International, Inc Attn: Laura Emmons -Beam 1277 Country Club Lane Fort Worth, Texas 76112 For Legal Notices City of Denton Attn: City Manager Office 215 E. McKinney Denton, TX 76201 *(City) For Contractual Notices City of Denton — Customer Service Attn: Tiffany Thomson Asst. Customer Svc. Manager 601 E. Hickory St., Ste. F Denton, TX 76205 *(Invoices) City of Denton — Customer Service Attn: Autumn Perkins Revenue Assurance Coordinator 601 E. Hickory St., Ste. F Denton, TX 76205 All notices shall be deemed effective upon receipt by the party to whom such notice is given or within three days mailing. CITY and COLLECTOR may enter into a separate written agreement regarding the subject of electronic notification which agreement will be incorporated by reference, if entered into. ARTICLE 13 ENTIRE AGREEMENT This Agreement consisting of ten (10) pages and four (4) Exhibits, totaling eighteen (18) pages, constitutes the complete and exclusive statement of the terms of their agreements and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications and agreements which may have been made in connection with the subject matter hereof. ARTICI,V 11 SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the party shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. DocuSign Envelope ID: 696339AO-91 FC-457C-A588-DE7791858890 EXHIBIT 4 ARTICLE 15 COMPLIANCE WITH LAWS The COLLECTOR shall undertake commercially reasonable efforts to remain in compliance with all applicable federal, state, local laws, rules, regulations, and ordinances regarding Fair Debt Collections practices which are applicable to the work covered hereunder, as they may now read or hereinafter be amended. ARTICLE 16 DISCRIMINATION PROHIBITED In performing the services required hereunder, the COLLECTOR shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. ARTICLE 17 PERSONNEL A. The COLLECTOR represents that it has or will secure at its own expense all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the CITY. COLLECTOR shall promptly inform the CITY in writing of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B. All services required hereunder will be performed by the COLLECTOR or under its care, custody, and supervision. COLLECTOR shall ensure that all personnel engaged in work are duly qualified, and permitted under State and local laws to perform such services. ARTICLE 18 ASSIGNABILITY The COLLECTOR shall not assign any interest in this Agreement and shall not transfer any interest in this Agreement (whether by assignment, novation or otherwise) without the prior written consent of the CITY. DocuSign Envelope ID: 696339AO-91 FC-457C-A588-DE7791858890 EXHIBIT 4 ARTICLE 19 MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith. No evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, unless such waiver or modification is in writing, and is duly executed. The parties further agree that the provisions of this Article will not be waived unless as herein set forth. ARTICLE 20 MISCELLANEOUS A. The following Exhibits are attached to, incorporated herewith, and are made a part of this Agreement: 1. City of Denton Insurance Requirements for Contractors 2. Exhibit "A" - RFP 96133- Request for Sealed Proposal for COLLECTION SERVICES FOR UTILITIES, FIRE/EMS AND MUNICIPAL COURTS (on file in the City of Denton Purchasing Office). 3. Exhibit "B" - City of Denton - Price Proposal for Section A 4. Exhibit "C" - Conflict of Interest Questionnaire 5. Exhibit "D" - Conflict of Interested Parties Electronic Filing 6. A. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. B. COLLECTOR will promptly advise CITY of any Account on which it receives a notice of bankruptcy. CITY will promptly advise COLLECTOR of any account on which it receives a notice of bankruptcy. At the CITY's written request, COLLECTOR will file a proof of claim on behalf of the CITY in CITY's name, as its agent. C. If COLLECTOR's efforts result in collateral, securing an Account, being returned to the CITY, then COLLECTOR shall be entitled to receive the standard fee that otherwise would have been paid under Article IV herein, based upon the net amount of money that the CITY receives from the sale of the collateral. The cost to the CITY of repossession, of storing, and of selling the collateral shall be first deducted from the amount of sale proceeds COLLECTOR is paid a fee on. CITY shall promptly report to COLLECTOR when the collateral is sold, the applicable costs of repossession, of storage, of selling the collateral, and the sale price. CITY shall then remit COLLECTOR's fee hereunder within thirty (30) days from receipt of payment from the Purchaser of the property at the sale. DocuSign Envelope ID: 696339AO-91 FC-457C-A588-DE7791858890 EXHIBIT 4 D. COLLECTOR will accurately, lawfully, and fairly report Accounts to the three (3) national Credit Reporting agencies after a minimum of thirty-seven (37) days in the collection process upon receipt of relevant account information on the Accounts. E. COLLECTOR will provide technical support to enable electronic placement of Accounts. COLLECTOR will also provide regular, periodic software or electronic reports to the CITY to enable Account balance review by the CITY, and COLLECTOR comments regarding review of Accounts held by COLLECTOR, each in order to comply with the specifications of the "Request for Sealed Proposal" attached hereto as Exhibit "A." F. The captions of this Agreement are for informational purposes only and shall not in any way affect the substantive terms or conditions of this Agreement. DocuSign Envelope ID: 696339AO-91 FC-457C-A588-DE7791858890 EXHIBIT 4 IN WITNESS HEREOF, the City of Denton, Texas has executed this Agreement by and through its duly authorized undersigned City Manager; and COLLECTOR has executed this Agreement by and through its duly authorized undersigned officer, on this the day of .2017 COLLECTOROR DocuSigned by: BY: F7C86ED25D824&F AUTHORIZED SIGNATURE 2/6/2017 Date: Name: Laura Emmons -Beam Title: Account Executive / Implementation 817-496-6800 PHONE NUMBER LBeam@CreditSystemslntl.com EMAIL TBD TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY By: TODD HILEMAN CITY MANAGER APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY DocuSigned by: By: [�b 821996C2A2B439... DocuSign Envelope ID: 696339AO-91 FC-457C-A588-DE7791858890 EXHIBIT 4 CITY OF DENTON INSURANCE REQUIREMENTS FOR CONTRACTORS Bidder's attention is directed to the insurance requirements below. It is highly recommended that bidders confer with their respective insurance carriers or brokers to determine in advance of Bid submission the availability of insurance certificates and endorsements as prescribed andprovided herein. If an apparent low bidder fails to comply strictly with the insurance requirements, that bidder maybe disqualified from award of the contract. Upon bid award, all insurance requirements shall become contractual obligations, which the successful bidder 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. As soon as practicable after notification of bid award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance, containing the bid 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, Contractors are strongly advised to make such requests prior to bid opening, since the insurance requirements may not be modified or waived after bid opening unless a written exception has been submitted with the bid. 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 bid 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. DocuSign Envelope ID: 696339AO-91 FC-457C-A588-DE7791858890 EXHIBIT 4 • 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 date of the lapse. DocuSign Envelope ID: 696339AO-91 FC-457C-A588-DE7791858890 EXHIBIT 4 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 $500,000.00 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. any auto, or all owned, hired and non -owned autos. DocuSign Envelope ID: 696339AO-91 FC-457C-A588-DE7791858890 EXHIBIT 4 [X] Workers Compensation Insurance Contractor shall purchase and maintain Worker's 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 Worker's 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 combined bodily injury and property damage per occurrence with a _ 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 less than $2,000,000 annual aggregate 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. [X] Commercial Crime/Employee Dishonesty 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 $50,000 for each occurrence are required. DocuSign Envelope ID: 696339AO-91 FC-457C-A588-DE7791858890 EXHIBIT 4 [ ] 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. DocuSign Envelope ID: 696339AO-91 FC-457C-A588-DE7791858890 EXHIBIT 4 RFP 6133 -Collection Services for Utilities, Fire/EMS and Municipal Courts Respondent's Business Name Credit Systems International, Inc. Principal Place of Business (City and State) Ft. Worth, TX ITEM SERVICES Est Quantities No. Est Quantities Recovery Rate Perecentage Fee ONLY' of Accts. Amount SECTION A - Utilities including active drainage accounts and miscellaneous receivables I Outstanding Accounts (January 2012 to April 2016) 10,240 $2,247,311 30% 17.90% 2 Monthly collections (Avg. age: 120 days) 360 $104,400 o 30% <120 Days = 14.9% >121 Days = 17.9% DocuSign Envelope ID: 696339AO-91 FC-457C-A588-DE7791858890 EXHIBIT 4 ATTACHMENT D -CONFLICT OF INTEREST QUESTIONNAIRE CREDITSYSTEMS, INTERNATIONAL, INC, 1`M X 51 i SE1 NAI DIE I J� k': OV 3f.',= .4i C'a€ :-111)NI 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.S. 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. CREDIT SYSTEMS INTERNATIONAL, INC. 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°i business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of Local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes FINo B. Is the vendor receiving or likely to receive taxable income, other than investment income, ]kom or at the direction ofthe local government officer named in this section AND the taxable income is not received from the local eovernmental entity? Yes F-1 No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes E-1 No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 ■XI have no Conflict of Interest to disclose. 5 `a- August 30, 2016 signature of vendor doing business with the governmental entity Date Proposal created specifically for City of Denton, Texas RFP 6133 Collection Services for Utilities and Fire/EMS (Parts A & B Only) -39- DocuSign Envelope ID: 696339AO-91 FC-457C-A588-DE7791858890 EXHIBIT 4 Exhibit D Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish an original notarized Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at: 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. Certificate Of Completion Envelope Id: 696339AO91FC457CA588DE7791858890 Subject: City Council Docusign Item -6133 (Section A) Source Envelope: Document Pages: 19 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 2/6/2017 10:47:51 AM Signer Events Jody Word jody.word@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Laura Emmons -Beam LBeam@CreditSystemslntl.com Account Executive / Implementation Director Laura Emmons -Beam Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 2/6/2017 10:05:17 AM ID: 71b4493f-b79f-46bd-99d9-a353a8103c83 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 4 Holder: Jody Word jody.word@cityofdenton.com Signature Completed Using IP Address: 129.120.6.150 [D1CuSi,n1d by: �a. `_*0A6V"S—b('a* 67C95ED250B24AF... Using IP Address: 12.168.158.194 UD*,uSi,n,dlI� by: 66_ 1 Iu0 C829996C2A2B439... Using IP Address: 129.120.6.150 Status: Sent Envelope Originator: Jody Word jody.word@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 2/6/2017 10:53:04 AM Viewed: 2/6/2017 10:53:15 AM Signed: 2/6/2017 10:57:46 AM Sent: 2/6/2017 10:57:48 AM Viewed: 2/6/2017 11:17:32 AM Signed: 2/6/2017 11:21:31 AM Sent: 2/6/2017 11:21:34 AM Viewed: 2/6/2017 11:26:24 AM Signed: 2/6/2017 11:26:31 AM Sent: 2/6/2017 11:26:33 AM Viewed: 2/7/2017 4:52:00 AM SetUR9a EXHIBIT 4 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 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 OPIE 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:OPIED 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: 2/6/2017 11:21:33 AM Sent: 2/6/2017 11:21:33 AM Viewed: 2/6/2017 11:51:06 AM 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: Autumn Perkins Autumn. Perkins@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Tiffany Thomson tiffany.thomason@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 2/6/2017 11:26:33 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: Laura Emmons -Beam, Robin Fox EXHIBIT 4 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. 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EXHIBIT 5 THE STATE OF TEXAS COUNTY OF DENTON AGREEMENT FOR COLLECTION SERVICES RFP# 6133 (SECTION B) COLLECTION SERVICES FOR UTILITIES, FIRE/EMS AND MUNICIPAL COURTS THIS AGREEMENT is made and entered into as of the day of 2017, by and between the City of Denton, Texas, a Texas Municipal Corporation, with its principal office at 215 East McKinney Street, Denton, Texas 76201 (hereafter "CITY"); and Credit Systems International, Inc., with its corporate office at 1277 Country Club Lane, Fort Worth, Texas 76112, (hereafter "COLLECTOR"); each acting herein, by and through their duly authorized representative or officer. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE 1 EMPLOYMENT The CITY hereby contracts with COLLECTOR, as an independent contractor; and the COLLECTOR hereby agrees to perform the services herein in connection with the Project as stated in the Articles to follow, with diligence and in accordance with the professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described Project, to wit: To provide collection services for miscellaneous accounts receivable held by the City of Denton, Texas. This includes accounts receivable that are owed to, but have not been collected by the CITY, and may include services for utilities, ambulance and other miscellaneous accounts. The object of this Agreement is to increase revenue collections efficiently and at the same time maintain a professional approach when managing "bad debt" accounts of the CITY that are assigned to COLLECTOR. ARTICLE 2 SCOPE OF SERVICES The COLLECTOR shall perform the following services in a professional manner: A. The COLLECTOR shall perform those services as are necessary, and as described in the CITY'S "Request for Sealed Proposal for Utility Collection Services for Utilities, Fire/EMS & Municipal Courts " which is attached hereto, incorporated by reference and made a part hereof as Exhibit "A." RFP 6133 (Section B) Page 1 of 18 DocuSign Envelope ID: 8A6D97B5-9B8E-4597-815B-93B908E990E9 EXHIBIT 5 B. Referral of Accounts - COLLECTOR agrees to accept all first placement accounts receivable referred to COLLECTOR for collection (hereafter the "Accounts") by the CITY. It is expressly agreed that any and all account information disclosed to COLLECTOR through placement of Accounts will remain confidential and be kept by COLLECTOR in the strictest confidence and will not be disclosed to any other party without the CITY's express written authorization and within the legal requirements of the Health Insurance Portability and Accountability Act (HIPAA), the federal Fair Credit Reporting Act ("FCRA") and any other applicable legislation. C. Collection Efforts — COLLECTOR's services and collection efforts shall include the sending of demand letters; attempting telephone contact with debtors; attempting to locate debtors; obtain updated financial and credit information with respect to debtors; and arranging payment arrangements from the debtors in order to satisfy the indebtedness to be collected on behalf of the CITY. For each Account, COLLECTOR shall make these collection efforts for the life of the Account (which for purposes of this Agreement means three years). At the end of that period, all inactive uncollected Accounts must be promptly returned to the CITY, along with its findings and recommendations. Active Accounts (those who have a payment pending or are actively on a payment plan) may be retained by COLLECTOR for an additional 180 days, or returned sooner if an Account becomes inactive. If COLLECTOR has not succeeded in collecting any part of the Account during that time period, then COLLECTOR shall promptly submit its findings and recommendations to the CITY. D. Collections and Settlement - COLLECTOR shall in all cases attempt to collect the total sum of outstanding receivables on accounts assigned to it and all charges owed by the debtor on an Account. E. Notification of Claims - COLLECTOR agrees to immediately notify and advise CITY within 72 hours of receiving notice of any claims or causes of action asserted against the CITY by any debtor. F. Return of Accounts - Unless this Agreement shall be terminated as hereinafter provided, and unless CITY expressly agrees otherwise, in advance, for each Account, COLLECTOR shall cease its activities and return the Account to the CITY if (i) no collection arrangement has been made within the life of the Account, or (ii) after having made a collection arrangement for a particular Account, no amounts are collected by the Collector for a continuous period of 365 days. These Accounts may not be held by COLLECTOR for a period longer than eighteen (18) months. G. Withdrawal of Referred Accounts - CITY has the right to and may withdraw any Account assigned to COLLECTOR at any time for any reason. H. Reporting - COLLECTOR shall submit to the CITY, activity reports and such other information relative to the Accounts as is requested and as stated in the "Request for Sealed Proposal for Utility Collection Services for Utilities, Fire/EMS & Municipal Courts" document attached hereto as Exhibit "A." L If there is any conflict between the terms of this Agreement and the Exhibits attached to this Agreement the terms and conditions of this Agreement will control over the terms and conditions of the attached Exhibits. RFP 6133 (Section B) Page 2 of 18 DocuSign Envelope ID: 8A6D97B5-9B8E-4597-815B-93B908E990E9 EXHIBIT 5 ARTICLE 3 PERIOD OF SERVICE A. This Agreement shall become effective on the date it is approved by the Denton City Council. The term of this Agreement shall be for a period of one (1) year. It shall be renewable for up to two (2) additional consecutive one-year periods, with all the terms and conditions remaining unchanged. The renewal of this Agreement for each of the two (2) additional consecutive one-year periods, shall be automatic unless the CITY provides a minimum of thirty (30) days written notice provided to COLLECTOR that it elects to terminate this Agreement, before the Agreement term expires or any such renewal term expires. B. CITY may terminate this Agreement immediately by written notice if: (i) COLLECTOR violates or breaches any term or condition of the Agreement; or if (ii) CITY reasonably determines that there has been a material adverse change in COLLECTOR's financial condition, or for (iii) any reasonable cause whatsoever. COLLECTOR shall still be entitled to receive its eared fee as of the date of termination as provided in Article IV hereof. In case of termination hereunder this paragraph (i) all accounts and file materials shall be returned immediately to the CITY within fifteen (15) days and (ii) COLLECTOR shall immediately cease all collection efforts on CITY Accounts. ARTICLE 4 COMPENSATION COLLECTOR as full compensation for its services performed hereunder shall receive a fee on all monies collected on Accounts in the COLLECTOR'S possession from the date of account placement with COLLECTOR. The fees described in this Article 4 are more particularly set forth in the "Hybrid Price Proposal" that is attached hereto as Exhibit "B" and is incorporated herewith by reference. It is understood that no legal action will be taken or initiated by the COLLECTOR without the express advance written approval of the CITY. ARTICLE 5 REMITTANCES COLLECTOR shall instruct debtors to send their payment(s) directly to the COLLECTOR. COLLECTOR shall include payment instructions, as specified in the "COLLECTION SERVICES FOR UTILITIES, FIRE/EMS AND MUNICIPAL COURTS" (Exhibit "A" hereto), in all correspondence or other materials sent to each debtor. The COLLECTOR will remit monthly, by the fifteenth (15th) day of each month, to the CITY payment(s) received by debtors with a report of payments received from debtors on Accounts during the previous month. The CITY shall remit monthly, by the fifteenth (15th) day of each month, the agreed fee to COLLECTOR based solely upon the reported information. RFP 6133 (Section B) Page 3 of 18 DocuSign Envelope ID: 8A6D97B5-9B8E-4597-815B-93B908E990E9 EXHIBIT 5 ARTICLE 6 INDEPENDENT COLLECTOR The COLLECTOR shall provide services to the CITY as an independent collector, not as an employee of the CITY. COLLECTOR shall not have or claim any right arising from employee status. ARTICLE 7 INDEMNITY AGREEMENT THE COLLECTOR SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS THE CITY AND ITS OFFICERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES, LOSSES AND EXPENSES, INCLUDING BUT NOT LIMITED TO COURT COSTS AND REASONABLE ATTORNEY FEES INCURRED BY THE CITY, AND INCLUDING WITHOUT, LIMITATION DAMAGES FOR BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE, RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE COLLECTOR OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES IN THE EXECUTION, OPERATION, OR PERFORMANCE OF THIS AGREEMENT. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO CREATE A LIABILITY TO ANY PERSON WHO IS NOT A PARTY TO THIS AGREEMENT AND NOTHING HEREIN SHALL WAIVE ANY OF THE PARTY'S DEFENSES, BOTH AT LAW OR EQUITY, TO ANY CLAIM, CAUSE OF ACTION OR LITIGATION FILED BY ANYONE NOT A PARTY TO THIS AGREEMENT, INCLUDING THE DEFENSE OF GOVERNMENTAL IMMUNITY, WHICH DEFENSES ARE HEREBY EXPRESSLY RESERVED. ARTICLE 8 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 COLLECTOR 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 COLLECTOR 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 1% 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 COLLECTOR 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. RFP 6133 (Section B) Page 4 of 18 DocuSign Envelope ID: 8A6D97B5-9B8E-4597-815B-93B908E990E9 EXHIBIT 5 ARTICLE 9 ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The CITY and COLLECTOR may agree to settle any dispute under this Agreement by submitting the dispute to arbitration or other means of alternate dispute resolution such as mediation. No arbitration or alternate dispute resolution arising out of or relating to this Agreement involving one party's disagreement may include the other party to the disagreement without the other's approval. ARTTCI,F IA INSURANCE During the performance of the professional services under this Agreement, the COLLECTOR shall maintain the following insurance coverage with an insurance company licensed to do business in the State of Texas; and in a form approved by the City Attorney: • Professional liability insurance with limits not less than $2,000,000 annual aggregate with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. • 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 collector has access to City funds. Limits of not less than $50,000 for each occurrence are required. COLLECTOR agrees to keep these policies in force and in good standing for the duration of this Contract and further agrees that CITY will be provided at least thirty (30) days' notice of cancellation of any such coverage. To the extent legally possible, COLLECTOR will cause the CITY to be named as an Additional Insured regarding such insurance coverage. COLLECTOR agrees to furnish CITY a certificate of insurance evidencing such insurance coverage at the time this Contract is entered into by COLLECTOR and CITY. ARTT(`T,F 11 RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the CITY shall not constitute nor be deemed a release of the responsibility and liability of the COLLECTOR, its employees, associates, agents, subcontractors and sub - consultants for the competency of their work; nor shall such approval be deemed to be an assumption of such responsibility by the CITY for any work by the COLLECTOR, its employees, associates, agents, subcontractors, and sub -consultants. RFP 6133 (Section B) Page 5 of 18 DocuSign Envelope ID: 8A6D97B5-9B8E-4597-815B-93B908E990E9 EXHIBIT 5 ARTICLE 12 NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail at the address shown below, certified mail, return receipt requested unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days mailing: *(To Collector) Credit Systems International, Inc Attn: Laura Emmons -Beam 1277 Country Club Lane Fort Worth, Texas 76112 For Legal Notices City of Denton Attn: City Manager Office 215 E. McKinney Denton, TX 76201 *(City) For Contractual Notices City of Denton — Fire Administration Attn: Allison Carlwicz Fire Administration Manager 332 E. Hickory St. Denton, TX 76201 *(Invoices) City of Denton — Fire Administration Attn: Sherry Lawson EMS Billing Liaison 332 E. Hickory St. Denton, TX 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given or within three days mailing. CITY and COLLECTOR may enter into a separate written agreement regarding the subject of electronic notification which agreement will be incorporated by reference, if entered into. ARTICLE 13 ENTIRE AGREEMENT This Agreement consisting of eight (8) pages and four (4) Exhibits, totaling eighteen (18) pages, constitutes the complete and exclusive statement of the terms of their agreements and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications and agreements which may have been made in connection with the subject matter hereof. ARTICLE 14 SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the party shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. RFP 6133 (Section B) Page 6 of 18 DocuSign Envelope ID: 8A6D97B5-9B8E-4597-815B-93B908E990E9 EXHIBIT 5 ARTICLE 15 COMPLIANCE WITH LAWS The COLLECTOR shall undertake commercially reasonable efforts to remain in compliance with all applicable federal, state, local laws, rules, regulations, and ordinances regarding Fair Debt Collections practices which are applicable to the work covered hereunder, as they may now read or hereinafter be amended. ARTICLE 16 DISCRIMINATION PROHIBITED In performing the services required hereunder, the COLLECTOR shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. ARTICLE 17 PERSONNEL A. The COLLECTOR represents that it has or will secure at its own expense all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the CITY. COLLECTOR shall promptly inform the CITY in writing of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B. All services required hereunder will be performed by the COLLECTOR or under its care, custody, and supervision. COLLECTOR shall ensure that all personnel engaged in work are duly qualified, and permitted under State and local laws to perform such services. ARTICLE 18 ASSIGNABILITY The COLLECTOR shall not assign any interest in this Agreement and shall not transfer any interest in this Agreement (whether by assignment, novation or otherwise) without the prior written consent of the CITY. RFP 6133 (Section B) Page 7 of 18 DocuSign Envelope ID: 8A6D97B5-9B8E-4597-815B-93B908E990E9 EXHIBIT 5 ARTICLE 19 MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith. No evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, unless such waiver or modification is in writing, and is duly executed. The parties further agree that the provisions of this Article will not be waived unless as herein set forth. ARTICLE 20 MISCELLANEOUS A. The following Exhibits are attached to, incorporated herewith, and are made a part of this Agreement: 1. City of Denton Insurance Requirements for Contractors 2. Exhibit "A" — RFP 46133— Request for Sealed Proposal for COLLECTION SERVICES FOR UTILITIES, FIRE/EMS AND MUNICIPAL COURTS (on file in the City of Denton Purchasing Office). 3. Exhibit "B" — City of Denton — Price Proposal for Section B 4. Exhibit "C" — Conflict of Interest Questionnaire 5. Exhibit "D" — Conflict of Interested Parties Electronic Filing A. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. B. COLLECTOR will promptly advise CITY of any Account on which it receives a notice of bankruptcy. CITY will promptly advise COLLECTOR of any account on which it receives a notice of bankruptcy. At the CITY's written request, COLLECTOR will file a proof of claim on behalf of the CITY in CITY's name, as its agent. C. If COLLECTOR's efforts result in collateral, securing an Account, being returned to the CITY, then COLLECTOR shall be entitled to receive the standard fee that otherwise would have been paid under Article IV herein, based upon the net amount of money that the CITY receives from the sale of the collateral. The cost to the CITY of repossession, of storing, and of selling the collateral shall be first deducted from the amount of sale proceeds COLLECTOR is paid a fee on. CITY shall promptly report to COLLECTOR when the collateral is sold, the applicable costs of repossession, of storage, of selling the collateral, and the sale price. CITY shall then remit COLLECTOR's fee hereunder within thirty (30) days from receipt of payment from the Purchaser of the property at the sale. RFP 6133 (Section B) Page 8 of 18 DocuSign Envelope ID: 8A6D97B5-9B8E-4597-815B-93B908E990E9 EXHIBIT 5 D. COLLECTOR will accurately, lawfully, and fairly report Accounts to the three (3) national Credit Reporting agencies after a minimum of thirty-seven (37) days in the collection process upon receipt of relevant account information on the Accounts. E. COLLECTOR will provide technical support to enable electronic placement of Accounts. COLLECTOR will also provide regular, periodic software or electronic reports to the CITY to enable Account balance review by the CITY, and COLLECTOR comments regarding review of Accounts held by COLLECTOR, each in order to comply with the specifications of the "Request for Sealed Proposal" attached hereto as Exhibit "A." F. The captions of this Agreement are for informational purposes only and shall not in any way affect the substantive terms or conditions of this Agreement. RFP 6133 (Section B) Page 9 of 18 DocuSign Envelope ID: 8A6D97B5-9B8E-4597-815B-93B908E990E9 EXHIBIT 5 IN WITNESS HEREOF, the City of Denton, Texas has executed this Agreement by and through its duly authorized undersigned City Manager; and COLLECTOR has executed this Agreement by and through its duly authorized undersigned officer, on this the day of .2017 COLLECTOROR BY: 1bDocuSigned by: (AWOL Me1&s-6tA* 67C95ED250B24AF AUTHORIZED SIGNATURE 2/16/2017 Date: Name: Laura Emmons -Beam Title Account Executive / Implementation D 817-496-6800 PHONE NUMBER LBeam@creditSystemslntl.com EMAIL TBD TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY By: TODD HILEMAN CITY MANAGER APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY DocuSigned by: r, O By • CE21 E1K2AM439 . RFP 6133 (Section B) Page 10 of 18 DocuSign Envelope ID: 8A6D97B5-9B8E-4597-815B-93B908E990E9 EXHIBIT 5 CITY OF DENTON INSURANCE REQUIREMENTS FOR CONTRACTORS Bidder's attention is directed to the insurance requirements below. It is highly recommended that bidders confer with their respective insurance carriers or brokers to determine in advance of Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low bidder fails to comply strictly with the insurance requirements, that bidder maybe disqualified from award of the contract. Upon bid award, all insurance requirements shall become contractual obligations, which the successful bidder 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. As soon as practicable after notification of bid award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance, containing the bid 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, Contractors are strongly advised to make such requests prior to bid opening, since the insurance requirements may not be modified or waived after bid opening unless a written exception has been submitted with the bid. 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 bid 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. RFP 6133 (Section B) Page 11 of 18 DocuSign Envelope ID: 8A6D97B5-9B8E-4597-815B-93B908E990E9 EXHIBIT 5 • 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 date of the lapse. RFP 6133 (Section B) Page 12 of 18 DocuSign Envelope ID: 8A6D97B5-9B8E-4597-815B-93B908E990E9 EXHIBIT 5 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 $500,000.00 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. any auto, or all owned, hired and non -owned autos. RFP 6133 (Section B) Page 13 of 18 DocuSign Envelope ID: 8A6D97B5-9B8E-4597-815B-93B908E990E9 EXHIBIT 5 [X] Workers Compensation Insurance Contractor shall purchase and maintain Worker's 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 Worker's 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 combined bodily injury and property damage per occurrence with an 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 less than $2,000,000 annual aggregate 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. [X] Commercial Crime/Employee Dishonesty 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 $50,000 for each occurrence are required. RFP 6133 (Section B) Page 14 of 18 DocuSign Envelope ID: 8A6D97B5-9B8E-4597-815B-93B908E990E9 EXHIBIT 5 [ ] 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 6133 (Section B) Page 15 of 18 DocuSign Envelope ID: 8A6D97B5-9B8E-4597-815B-93B908E990E9 EXHIBIT 5 RFP 6133 -Collection Services for Utilities, Fire/EMS and Municipal Courts Respondent's Business Name Credit Systems International, Inc. Principal Place of Business (City and State) Ft. Worth, TX ITEM SERVICES Est. Quantities Est .Quantities Recovery Rate Perecentage Fee ONLY* No. of Accts. Amount SECTION B - Emergency Medical Service Ambulance billing 1 Outstanding Accounts (July 2011 to June 2016) 12,916 $13,802,193 6.00% 21.90% 2 Batched collection 1,395 $1,245,956 8.00% <210 Days =19.9%<210 Days = 22.9% ALL DEPARTMENTS Monthly collections for Utilities/Fire 3 Miscellaneous/Miscellaneous Receivables/Code Enforcement 453 $1,903,710 15.00% 16.50% Liens/Municipal Court (Combined) 4 Account collected by City if account had been tuned over to N/A N/A 0 15.00 /0 0 16.50/o the vendor that collections has not yet been actively pursued. RFP 6133 (Section B) Page 16 of 18 DocuSign Envelope ID: 8A6D97B5-9B8E-4597-815B-93B908E990E9 EXHIBIT 5 CREDIT sys-ri:m.s IN FERNATIONIAt- INC, ATTACHMENT D-CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ Foj- vendot- ot- other person doing, business with local gover-nmental entity This questionnaire reflects Changes niade to the law by 11.13, 23, 84th Leo., Regular Session. I his questionnaire is being filed in accordance with Chapter 176, Local Government Code. by a vendor Edi o has a business relationship as defined by Section 176.00 1( 1 -a) with a local Lovernmentat entity and the vendor meets requiremeills under Section I 76M6(a). 13y law this clucstionnaire must be filed vxith the records administrator of the local government entity not later than the 7th bUsirless day after the date the vendor becomes aware offacts that require the statement to be filed. See section 176.006(a-1), Local Government Codc. A vendor commits an offense if the venclor knowingly violates Section 176.006, Local Government Code, All OfllerISC Under this section is a misdemeanor. —of%e-n-dor —mhahas a CREDITSYSTEMS INTER.\ATIONAL, INC. J2 — ---- ---- (:tiecii [Ilia ioN iryou are filing, ill updale to a prin1otjslN filed I'lic jaw% VOU filean updatedcompleted cluemiontiaire wiflp Ow appropmmc riling alithontynot lam than the 7" bUsitiess day at-terthe (I'lle Oil WhiCh VOU IICCame imare that the original1v filed quespionliaile was, incomplete or inacculaw.) s3 ss.iraae 01,10"ll govullfilem off-Im, abl"ll 1%hom (tic informalioll in flikwoion is being disclosed. Name of(Al"icer Thil SCUtittll. WCM 3 iolClUdipw suhp�irfi�A- B- C & D)- rmrsi be completed fiti cach oflke.r with wholpi the vondm'ha.' zon enriployment Oroffierho�filess ickations,hip as defined by Section 1 76.001(l -a), Local Government tide- Appach addifictnal 11mus it, thk Folm (AQ as lieccssary. A. is the local offlicer named in this section receiving or fike[,� it) receive taxahle ir)COMC- OdICT 111031 MVCsmmit oictone. from the vendor'? El Yes El IN 0 13is the vendor reccivinL,, or likek, to receive taxable income, tither than invesipilem income- fi-om or ar 01c dii-cQuoTI Of"Ille l00,11 Q0VQ111l1r1e11t Ofl-[W nanwd pit this section AND the taXAbIQ HICOTI)Q JS 110t [CQ6\Cd from the local p�o%crronientat eoitm') F-1 Ye'; F7 tier s the liter' Lit t13iti q twsi ionna I re emp] ovcd by a Corporation op tither' bU.';iJ1C1,,, ernitl 1\ i th E CSpCCI to w\ hich 111c I mo �gd )% crimlem offs 4r` Sep Cti a,� an offiee- or dii"tor- oi hol& mp owneo-diiii ol'onc pep-,:ent or more" Yes E:1 No 13 D,,SCj'1bC eziCill ePlitr10� FliellL oj- busilies� and famd�l rclationship wiffi 111C 10C11 1",!Jvcnlilltmt offs co plalm"d ill dlis ae.ctioll, - 4 111jel,esi J() (1,sclose. have o14) o), .. ....... .. . ..... . August 30, 2016 . .......... Pi-op,mal created specifically for City of Denton, Texas RFP 6133 Collection Sey.-vices foj- Ultilities an(] Fire/Em(Pa t-ts A & B Only) RFP 6133 (Section B) Page 17 of 18 39 - DocuSign Envelope ID: 8A6D97B5-9B8E-4597-815B-93B908E990E9 EXHIBIT 5 Exhibit D Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the 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_form12951tria 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. RFP 6133 (Section B) Page 18 of 18 EXHIBIT 5 Certificate Of Completion Envelope Id: 8A6D97B59B8E4597815B93B908E99OE9 Subject: City Council Docusign Item - 6133 - Collection Services (Section B) Source Envelope: Document Pages: 19 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 2/16/2017 12:26:00 PM Signer Events Jody Word jody.word@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Laura Emmons -Beam LBeam@CreditSystemslntl.com Account Executive / Implementation Director Laura Emmons -Beam Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 2/6/2017 10:05:17 AM ID: 71b4493f-b79f-46bd-99d9-a353a8103c83 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: Jody Word jody.word@cityofdenton.com Signature Using IP Address: 129.120.6.150 tPaeu5ig€aea Py: h7f.i55CD259B2+.4F... Using IP Address: 12.168.158.194 Caacusigned by: 5cznzBa0 Using IP Address: 129.120.6.150 Status: Sent Envelope Originator: Jody Word jody.word@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 2/16/2017 12:41:02 PM Viewed: 2/16/2017 12:41:16 PM Signed: 2/16/2017 1:54:14 PM Sent: 2/16/2017 1:54:15 PM Viewed: 2/16/2017 2:01:14 PM Signed: 2/16/2017 2:01:49 PM Sent: 2/16/2017 2:01:52 PM Viewed: 2/16/2017 2:02:34 PM Signed: 2/16/2017 2:02:51 PM Sent: 2/16/2017 2:02:53 PM Viewed: 2/17/2017 6:05:33 AM S e C U R t D EXHIBIT 5 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 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 ❑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 Julia Winkley Sent: 2/16/2017 2:01:50 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 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: 2/16/2017 2:01:51 PM 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: Allison Carlwicz Allison.Carlwicz@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Autumn Perkins Autumn. Perkins@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 2:02:53 PM ❑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: Laura Emmons -Beam, Todd Hileman, 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. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. 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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 17-282, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: March 7, 2017 SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a three (3) year agreement for Collection Services for Municipal Court Fines (Part C), by and between the City of Denton, Texas and Linebarger, Goggan, Blair, and Sampson, LLP; providing for the expenditure of funds therefor; and providing an effective date (RFP 6133 Part C -awarded to Linebarger, Goggan, Blair, and Sampson, LLP in an amount which is contingent upon its monetary recoveries from persons, in accordance with the percentages expressed in attached contract). RFP INFORMATION Municipal Court is responsible for the collection of fines resulting from the issuance of citations by various law enforcement agencies. After a defendant enters a plea before the Judge, a fine is assessed as a part of the judgment. Payment of the fine is due at the time of the assessment; however, the defendant also has the option to request a thirty (30) day extension by completing a Collections Contact Information sheet. If the defendant is unable to pay within the agreed thirty day timeframe, the defendant may apply for an additional payment agreement with the Court Collections office. If the defendant does not qualify for an additional arrangement, the fine amount becomes due immediately. A Capias Pro -Fine Warrant is issued for the defendant's arrest in the event he or she does not pay within the initial thirty (30) day timeframe, fails to qualify for an additional arrangement or defaults on an existing payment arrangement. A $50.00 fee is added to the fine upon issuance of the warrant. If the defendant has not remitted payment within sixty (60) days from the activation date of the warrant, the debt is referred to a third party collection vendor. Municipal Court's agreement with a collection vendor includes a mark-up of thirty percent (30%), as mandated by the Texas Code of Criminal Procedures, Article 103.0031, to the total debt which a vendor keeps upon collection of the debt. In addition to Capias Pro -Fine Warrants, the Municipal Court also sends for collection of arrest warrants in which the defendant has never appeared to answer to the charge. The City's current contract with Linebarger, Goggan, Blair, and Sampson, LLP for collection services expires on March 15, 2017. To ensure continuity of service, the City issued RFP 6133 to solicit proposals from qualified vendors to provide these collection services. Because the collection of debt is handled somewhat differently by each department, the receivables were City of Denton Page 1 of 3 Printed on 3/3/2017 povveied by I_egivt9i IN File #: ID 17-282, Version: 1 separated for evaluation purposes into the following three parts: Utilities (Part A), Fire/EMS, Code Enforcement and miscellaneous receivables (Part B), and Municipal Court fines (Part Q. Requests for Proposals were sent to 72 prospective suppliers. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Six (6) proposals for the Municipal Court Collections (Part C) were received. Proposals for the collection of delinquent Municipal Court fines and warrants were evaluated utilizing the following criteria: 1. Years of experience in Texas municipal court collections 30% (Probable Performance) 2. Experience with electronic data and payment transfer 35% 3. Warrant collection experience 10% 4. Collection procedures 15% 5. Process and timing of payments to City and billing for services 10% The attached evaluation and ranking sheet (Exhibit 1) indicates the scoring and ranking for each vendor. After reviewing each vendor proposal and checking references, the top three (3) companies were invited to provide a presentation to the evaluation committee. Linebarger, Goggan, Blair, and Sampson, LLP (Linebarger) was ranked the highest and determined to be the best value for the City. During this process, it was determined by the evaluation committee that through a partnership with Linebarger, the City's Municipal Court will continue to increase its revenue stream by taking advantage of Linebarger, Goggan, Blair, and Sampson's solid experience and reputation in working closely with a vast range of municipal courts across Texas. The City's Municipal Court will also operate more efficiently by utilizing Linebarger's state-of-the-art technological compatibility with Incode, which includes an automated payment posting program. Linebarger, Goggan, Blair, and Sampson has been the City's contractor for this service since 2011. Since the inception of the current contract with Linebarger through the last fiscal year end, the Municipal Court has received $1,526,638.90 in collected fines and fees with their services. In compliance with the collections section of the Texas Code of Criminal Procedures, Section 103.0031(b) and the City's agreement with the firm, the State mandated fee of 30 percent (30%) will be added to each delinquent fine collected. Subsequently, the City will receive the full amount of each fine collected, minus the 30 percent (30%) collection fee. RECOMMENDATION Award RFP 6133 Part C -Municipal Court Debts and Account Receivables to Linebarger, Goggan, Blair, and Sampson, LLP in an amount which is contingent upon its monetary recoveries from persons, in accordance with the percentages expressed in attached contract. PRINCIPAL PLACE OF BUSINESS Linebarger, Goggan, Blair, and Sampson, LLP Fort Worth, TX ESTIMATED SCHEDULE OF PROJECT This is a one year contract with the option to renew for two additional one year periods if agreed upon by both City of Denton Page 2 of 3 Printed on 3/3/2017 povveied by I_egist9i I;, File #: ID 17-282, Version: 1 parties. This award will provide continued partnership with the City of Denton and Linebarger, Goggan, Blair, and Sampson, LLP, and will require no implementation time. FISCAL INFORMATION The firm's fee is collected directly from each defendant payment; therefore no City funds will be expended. 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 Respectfully submitted: Ethan Cox, 349-7421 Customer Service Manager For information concerning this acquisition, contact: Robin Ramsay at 349-8139. City of Denton Page 3 of 3 Printed on 3/3/2017 povveied by I_egist9i I;, cq I ci I ci I ci LnILnLn Io Io I"'I"' OIOIOIOIL,IL, Ln Ln ooINIoIoILn cm mlmlml�I� 0 0 0 0 0 0 O O O O O O M O O O O O 0 i0 i0 i0 i0 i0 O I O I O I O 01010 I O O O O O O 00 M m m m m N 000000 O O O O O O O O O O O 00 M m m m m N a J J C EEA Q f6 - O o0 O Ln O c -i c y'r O of of 00 m m _ O 0o OA OA (A f6 m N � m � 4, O N EC C h0 H LL C Y 7 tw cq I ci I ci I ci LnILnLn Io Io I"'I"' OIOIOIOIL,IL, Ln Ln ooINIoIoILn cm mlmlml�I� 0 0 0 0 0 0 O O O O O O M O O O O O 0 i0 i0 i0 i0 i0 O I O I O I O 01010 I O O O O O O 00 M m m m m N 000000 O O O O O O O O O O O 00 M m m m m N a J J C EEA Q E Q m N co 0o OA OA f6 m N � m � N EC C h0 M tw LL C Y 7 tw O ai aj C7 i L m tZ blip 00 � � � 7 p m azj$ ai O C7 u m 3 EXHIBIT 2 ORDINANCE NO. AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A THREE (3) YEAR AGREEMENT FOR COLLECTION SERVICES FOR MUNICIPAL COURT FINES (PART C), BY AND BETWEEN THE CITY OF DENTON, TEXAS AND LINEBARGER, GOGGAN, BLAIR, AND SAMPSON, LLP; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 6133 PART C - AWARDED TO LINEBARGER, GOGGAN, BLAIR, AND SAMPSON, LLP IN AN AMOUNT WHICH IS CONTINGENT UPON ITS MONETARY RECOVERIES FROM PERSONS, IN ACCORDANCE WITH THE PERCENTAGES EXPRESSED IN ATTACHED CONTRACT). WHEREAS, Article 103.0031 of the Code of Criminal Procedure provides that the governing body of a municipality may enter into a contract with an attorney or private vendor for collection services and may also authorize the addition of collection fees in the amount of 30% on each debt or account receivable such as fines, fees, restitution and other debts and costs, not including forfeited bonds, that are more than 60 days past due and that have been referred to the private vendor or attorney; and WHEREAS, by Ordinance No. 2001-295, approved by the City Council on August 21, 2001, the City Council authorized the additional 30% collection fee allowed by Article 103.0031 of the Code of Criminal Procedure on each debt or account receivable such as fines, fees, restitution, and other debts or costs, not including forfeited bonds, that are more than sixty days past due and that have been referred to a private vendor or attorney; and WHEREAS, the City Manager's staff has determined from an evaluation of responses to the City's Request for Proposal (RFP) for Municipal Court Collection Services that Linebarger, Goggan, Blair & Sampson, LLP, is the best qualified firm; and WHEREAS, the City Council hereby finds and concludes that Linebarger, Goggan, Blair & Sampson, LLP, is appropriately qualified under the provisions of the law to be retained as a municipal court collection agency for the City; and WHEREAS, the Code of Criminal Procedure provides for payment of the 30% additional collection fee for the foregoing services and the City Council deems it in the public interest to enter into a Contract For The Collection of Municipal Court Fines with Linebarger, Goggan, Blair & Sampson, LLP, for municipal court collection services; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitations in the preamble are true and correct, and are incorporated herewith as part of this Ordinance. SECTION 2. The City Manager is hereby authorized to execute a Contract For The Collection Of Municipal Court Fines with Linebarger, Goggan, Blair & Sampson, LLP, relating to municipal court collection services as set forth above and authorized by Article 103.0031 of the Code of Criminal Procedure, in substantially the form of the Contract attached hereto and incorporated herein by reference. EXHIBIT 2 SECTION 3. The award of this Agreement is on the basis of the demonstrated competence and qualifications of Linebarger, Goggan, Blair & Sampson, LLP, and the ability of Linebarger, Goggan, Blair & Sampson, LLP, to perform the services needed by the City for a fair and reasonable price in accordance with the fees authorized by the Code of Criminal Procedure. 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 3 AGREEMENT FOR COLLECTION SERVICES RFP# 6133 (SECTION C) COLLECTION SERVICES FOR UTILITIES, FIRE/EMS AND MUNICIPAL COURTS THIS CONTRACT is made and entered into this date , by and between the City of Denton, 215 E. McKinney, Denton, Texas 76201 ("CITY"), acting herein by and through its governing body, and Linebarger, Goggan, Blair & Sampson, LLP ("FIRM"), whose address is 100 Throckmorton, Suite 300, Ft. Worth, Texas 76102, a Limited Liability Partnership authorized to do business in Texas. 1. EMPLOYMENT OF FIRM A. CITY agrees to employ and does hereby employ FIRM, to provide specific collection services provided herein and enforce the collection of delinquent court fees and fines that are subject to this Contract, pursuant to the terms and conditions described herein. This Contract hereby creates a relationship with FIRM as an independent contractor, and FIRM hereby agrees to seek collection of all delinquent warrants on cases filed in the CITY's Municipal Court, as well as any other debts, accounts receivable and other debts owing to the City (delinquent Municipal Court records) which may be collected under Section 103.0031 of the Texas Code of Criminal Procedure as requested by the City. B. FIRM shall provide collection services for any Municipal Court collection services authorized by the Section 103.0031 of the Texas Code of Criminal Procedure as may be requested by the City Manager or his designee. Such services shall include but not be limited to recommendations and advice to CITY. C. FIRM shall perform all these services set forth in the City of Denton RFP No. 6133 Request for Sealed Proposals for Collection Services and FIRM's proposal in response to RFP No. 6133 dated August 30, 2016, which are on file in the office of the City of Denton Purchasing Agent and made a part of this Contract for all purposes provided; however, in the event of any conflict between the terms of this Contract and Exhibits A and B, the terms of this Contract shall prevail. D. FIRM hereby agrees to perform the services herein with diligence and in accordance with the highest professional standards customarily obtained for such services in the State of Texas. 2. PROVISION OF INFORMATION CITY agrees to furnish all necessary warrants and other Municipal Court collection infolmation to FIRM as indicated in the Exhibit A. Fines and fees that are subject to this Contract are those that are more than sixty (60) days past due as of the effective date hereof and those that become more than sixty (60) days past due during the term hereof. As used in this section, "more than 60 days past due" has that meaning assigned by Subsection (f) of Art. 103.003 1, Texas Code of Criminal Procedure [as amended by Senate Bill 782, 78th Legislature (2003), effective June 18, 2003 and by House Bill 2626, 79th Legislature (2005), effective June 18th, 2005]. The meaning assigned to the phrase "more than 60 days past due" shall, for the term and purposes of this Contract, survive any future amendments to, or repeal of, Article 103.003 1, Texas Code of Criminal Procedure, or any parts thereof. RFP #6133(Section C) DocuSign Envelope ID: 3A35A2A0-2501-459C-8CF0-166945687060 EXHIBIT 3 The CITY agrees to provide to the FIRM such data and case or defendant information that City deems appropriate for collection services regarding any fines and fees that are subject to this Contract. The data shall be provided by electronic medium in a file format specified by the FIRM. The CITY and the FIRM may from time -to -time agree in writing to modify this format. The CITY shall provide the data to the FIRM not less frequently than monthly. CITY reserves the right to withhold certain delinquent case files in which the defendant may claim to be indigent or otherwise unable to pay the fines and fees assessed, or when the Court determines that the defendant is or has been making a good faith effort to comply with the obligations of the court and the interests of justice might otherwise demand alternative disposition. Such exempt case files shall be designated by appropriate judicial order of an appointed Judge of Municipal Court. Further, the CITY may recall, dismiss, or otherwise dispose of any defendant, case or file delivered or referred to FIRM, should the Court in its sole discretion determines that, subsequent to delivery or assignment of said case to FIRM, the defendant is indigent or unable to pay, and the interests of justice would best be served by such action. As to those cases in which the CITY either withholds or disposes of said cases as provided herein without collecting full fine and costs, or the defendant performs community service or other alternative disposition, FIRM shall not be entitled to compensation. 3. INVESTIGATION AND ASSISTANCE FIRM agrees to conduct investigations as to the address of all delinquent cases provided by CITY. FIRM shall bring to the attention of the appropriate official of CITY any errors, discrepancies, or inaccuracies in the information provided on the delinquent Municipal Court fine records detected by FIRM. FIRM further agrees to provide CITY with any advice or assistance in connection with updating the Municipal Court records. CITY shall make available to FIRM information which CITY may have with regard to the name, identity, and location of necessary parties in connection with each delinquent account upon request by FIRM. 4. PROCEDURES FOR COLLECTION Upon initial receipt of the data and information regarding those delinquent cases that City deems appropriate for collection services by FIRM in computer readable form, FIRM agrees to initiate procedures for the collection of the full amount due from each delinquent person. Within a reasonable time frame but not more than sixty (60) days from FIRM's receipt of the delinquent Municipal Court records, FIRM hereby agrees to send, by first class mail, a notice of delinquency to each and every delinquent person with a valid address, requesting said person to remit the full amount due and owing to CITY. The contents of all such communications with the Defendant shall be subject to the direction and approval of CITY. 5. REVIEW AND AUTHORIZATION Following transmittal of the notice of delinquency as specified hereinabove, FIRM will commence procedures in anticipation of substantial collection action for aggressive pursuit of collection. RFP #6133(Section C) DocuSign Envelope ID: 3A35A2A0-2501-459C-8CF0-166945687060 EXHIBIT 3 6. COLLECTION SERVICES FIRM agrees (i) to provide CITY collections advice and written opinions regarding collection matters upon request (ii) to accept only payments in full from the defendant. In the event the FIRM receives anything other than payment in full from the defendant, the FIRM shall immediately notify the CITY's Municipal Court for direction. In all demand letters and all communications with delinquent persons, FIRM shall inform and instruct the person to remit the payment to FIRM. If remittance is received by CITY, it will be transmitted in its entirety to FIRM and received for processing within three business days. Checks made payable to CITY shall be endorsed by CITY to FIRM. Following the Contract award, ADDITIONAL services 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 successful Firm to provide a proposal on the additional services and shall submit proposals to the City of Denton as instructed. The City of Denton may accept or reject any or all pricing proposals, and may issue a separate RFP for the additional services after rejecting some or all of the proposals. The 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. 7. MANAGEMENT REPORTS FIRM agrees to make delinquent collection management reports to CITY monthly and quarterly, in a f6imat containing information as requested by CITY's Executive Director of Finance and Municipal Court Administrator. Management reports may include, without limitation: 1. Number of phone or other delinquent person contacts within first 180 -day period; 2. First demand letters mailed; 3. Number and value of bankruptcies filed; 4. Copies of proof of claims filed in bankruptcy court; 5. Number and value of delinquent accounts not collected as a percentage of total delinquent accounts provided by CITY for collection. 6. Any other infolmation which is indicated under "Exhibit A or B" or as may be required under the Contract. Within parameters established at the initiation of the collection program, FIRM shall advise CITY of any case in which FIRM's investigation has revealed that the delinquent person cannot be found, the enforcement of a judgment cannot be accomplished, or further attempts at collection would be futile and FIRM's recommendation relative to the proper disposition of the case. In such cases, the CITY shall advise FIRM as to the appropriate disposition of the account. 8. COMPENSATION A. As compensation for the services rendered hereunder by FIRM, CITY hereby agrees that FIRM may collect a collection fee of thirty percent (30%) of the total amount of all delinquent amounts derived from cases files in which FIRM has collected, as authorized by Section 103.0031(b) of the Code of Criminal Procedure. All delinquent collections received on behalf of the CITY shall become RFP #6133(Section C) DocuSign Envelope ID: 3A35A2A0-2501-459C-8CF0-166945687060 EXHIBIT 3 the property of CITY at the time payment of the delinquent fines or other amounts received by FIRM. All compensation shall become the property of the FIRM at the time payment of the delinquent fines or other amounts are received by the FIRM. Said collection fee shall be withheld by FIRM when payment is made to CITY of delinquent fines or other amounts owed. FIRM shall not be entitled to the aforesaid thirty percent (30 %) unless and until FIRM has taken some action in connection with recovering delinquent amounts. The transmittal of a notice of delinquency shall constitute sufficient action in order to entitle FIRM to the fee aforesaid. In no event shall FIRM be entitled to any fee unless and until CITY actually receives the delinquent fines, other amounts or court costs from FIRM. In no event shall FIRM be entitled to any fee unless said fee is collected by FIRM during the term of this Contract or fee is collected by CITY on account(s) upon which FIRM is actively pursuing at the time of judgment. In no event shall FIRM be entitled to any fee in cases where payment is involuntary as in an arrest or where a cash, surety or personal bond is posted by the defendant, defendant's surety, bondsman or attorney. The CITY reserves the right to withdraw a case disposed by acquittal, dismissal, or where fines and costs are discharged through credit for time served in jail, the performance of community service or the case is administratively closed. FIRM shall pay said fines, other amounts or court costs to CITY by daily ACH method and automated daily upload to the Court's software system. B. The compensation set forth in this Section of this Contract shall be the total compensation due to FIRM from CITY for all services provided pursuant to this Contract and in no event shall FIRM seek any additional compensation from CITY. CITY shall not be responsible to pay for any services which are unsatisfactory or that the CITY has not approved. C. The FIRM shall bear all costs associated with its collection efforts, including, but not limited to, personnel salaries, document reproduction and mailing costs, mileage charges, costs of postal or other delivery service, software compatibility with City's system including automated payment processing, and charges for telephone and internet service. Any additional costs incurred pursuant to Section 6. Collection Services, above, shall be handled in accordance with that section. 9. CONFLICTS OF INTEREST FIRM agrees not to represent any client who has an adversary position with the CITY, engage in any conflict of interest and to fully comply with any applicable codes of professional conduct or ethics laws for the duration of this Contract. CITY acknowledges and consents to the representation by the FIRM of other governmental entities that may be seeking the payment of fines and fees or other claims from the same person(s) as the CITY. 10. TERM The contract term will be one (1) year, effective from date of award. The City and the FIRM 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. RFP #6133(Section C) DocuSign Envelope ID: 3A35A2A0-2501-459C-8CF0-166945687060 EXHIBIT 3 11. SETTLEMENTS No settlements or compromises of fines or other collectable amounts shall be effected where prohibited by law and where authorized by law, only upon approval by CITY. 12. NOTICE Any notice or other written instrument required or permitted to be delivered pursuant to the terms of this Contract shall be deemed to have been delivered, whether actually received or not, when deposited in the United States mail, postage prepaid, registered or certified, return receipt requested, addressed to CITY or FIRM, as the case may be, at the following addresses: CITY FIRM City of Denton, Texas Linebarger, Goggan, Blair, & Sampson, LLP ATTN: City Manager Attention: Director of Client Services 215 East McKinney Street P.O. Box 17428 Denton, TX 76201 Austin, TX 78760-7428 Either parry may change its mailing address by sending notice of change of address to the other at the above address by certified mail, return receipt requested. 13. VENUE The terms, obligations and requirements of this Contract shall be construed in accordance with the laws of the State of Texas. The obligations and requirements of the parties hereto are performable in Denton County, Texas. Any litigation involving this Contract shall be tried in a court of competent jurisdiction sitting in Denton County, Texas. 14. ACCEPTANCE OF EMPLOYMENT In consideration of the terms, covenants and mutual agreements hereinabove stated, FIRM hereby accepts the employment of CITY and undertakes the performance of this Contract as above stated. 15. DIRECTIVES All directives between FIRM and CITY shall be confirmed in writing. 16. COVENANT NOT TO SUE FIRM further agrees not to bring any cause of action against CITY relative to this Contract. Should FIRM bring any cause of action against CITY, FIRM agrees the liquidated damages shall not exceed $1.00 and the filing of such cause of action shall be considered a material breach of this Contract. 17. AMBIGUITY Any ambiguity within this Contract shall be liberally interpreted in favor of CITY. RFP #6133(Section C) DocuSign Envelope ID: 3A35A2A0-2501-459C-8CF0-166945687060 EXHIBIT 3 18. INDEMNITY AGREEMENT The FIRM shall indemnify and save and hold harmless, and defend, at its own expense, the CITY and its officers, agents, servants, and employees from and against any and all liability, suits, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the CITY, and including, without limitation, damages for bodily and personal injury, death and property damage, of whatever kind or character, whether real or asserted, resulting from the negligent acts or omissions of the FIRM or its officers, shareholders, agents, or employees in the execution, operation, or performance of this Contract. Nothing in this Contract shall be construed to create a liability to any person who is not a party to this Contract, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not aparty to this Contract, including the defense of governmental immunity, which defenses are hereby expressly reserved. 19. 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 1% 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. 20. INSURANCE During the performance of the services under this Contract, FIRM shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rated Carriers of at least an A- or above: The FIRM shall furnish insurance certificates or insurance policies at the CITY's request to evidence such coverages. The insurance policies shall name the CITY as an additional insured on all such policies, and shall contain a provision that such insurance shall not be canceled or modified without 30 days prior written notice to CITY and FIRM. In such event, the FIRM shall, prior to the effective date of the change or cancellation, serve substitute policies furnishing the same coverage. RFP #6133(Section C) DocuSign Envelope ID: 3A35A2A0-2501-459C-8CF0-166945687060 EXHIBIT 3 21. ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Contract by submitting the dispute to arbitration or other means of alternate dispute resolution, such as mediation. No arbitration or alternate dispute resolution arising out of or relating to this Contract, involving one party's disagreement, may include the other party to the disagreement without the other's approval. Such arbitration shall comply with and be governed by the provisions of the Texas General Arbitration Act. 22. ENTIRE AGREEMENT This Contract, consisting of 11 pages, Exhibit A and B, and the previously submitted letter agreement, Exhibit C, which are on file in the office of the City's Purchasing Agent, constitutes the complete and final expression of the agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. The parties understand and agree that any previous agreements or contracts between the parties are null and void and this Contract is the sole and exclusive contract or agreement between the parties. 23. COMPLIANCE WITH LAWS The FIRM shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended. 24. DISCRIMINATION PROHIBITED In performing the services required hereunder, the FIRM shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. 25. PERSONNEL AND EQUIPMENT A. The FIRM represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Contract. Such personnel shall not be employees or officers of, or have any contractual relations with the CITY. FIRM shall inform the CITY of any conflict of interest or potential conflict of interest that may arise during the term of this Contract. B. All services required hereunder will be performed by the FIRM or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. C. The FIRM may from time -to -time obtain co -counsel or subcontract some of the services provided for herein to other law firms or entities. In such cases, the FIRM will retain supervisory control and responsibility for any services provided by such co -counsel or subcontractors and shall be responsible to pay any compensation due to any such co -counsel or subcontractor. D. The FIRM represents that it has or will secure, at its own expense, the hardware, software, and other resources required to perform, in a timely manner, all the services required under the terms of this Contract. RFP #6133(Section C) DocuSign Envelope ID: 3A35A2A0-2501-459C-8CF0-166945687060 EXHIBIT 3 E. The CITY recognizes and acl mowledges that the FIRM owns all right, title and interest in certain proprietary software that the FIRM may utilize in conjunction with performing the services provided in this Contract. The CITY agrees and hereby grants to the FIRM the right to use and incorporate any information provided by the CITY ("CITY Information") to update the databases in this proprietary software, and, notwithstanding that CITY Information has been or shall be used to update the databases in this proprietary software, further stipulates and agrees that the CITY shall have no rights or ownership whatsoever in and to the software or the data contained therein, except that the CITY shall be entitled to obtain a copy of such data that directly relates to the CITY's accounts at any time. F. The FIRM agrees that it will not share or disclose any specific confidential CITY Information with any other company, individual, organization or agency, without the prior written consent of the CITY, except as may be required by law or where such information is otherwise publicly available. It is agreed that the FIRM shall have the right to use CITY Information for internal analysis, improving the proprietary software and database, and generating aggregate data and statistics that may inherently contain CITY Information. These aggregate statistics are owned solely by the FIRM and will generally be used internally, but may be shared with the FIRM's affiliates, partners or other third parties for purposes of improving the FIRM's software and services. 26. ASSIGNABILITY The rights and responsibilities of CITY under this Contract may not be assigned or transferred (whether by assignment, novation, or otherwise) by the City Council to another governmental unit in Denton County without approval of FIRM. It is understood and agreed that this is a specialized collection services contract and CITY is contracting for the unique services of FIRM. FIRM's rights and responsibilities under this Contract may not be assigned or transferred (whether by assignment, novation, or otherwise) by FIRM to another firm or collection agency without written approval of the assignment by the City Council. 27. TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Contract, either parry may terminate by giving thirty (30) days advance written notice to the other party. The City further shall have as a matter of right, the option to cancel this Contract upon giving the FIRM thirty (30) days advance written notice. B. This Contract maybe terminated or cancelled in whole or in part in the event of either parry substantially failing to fulfill its obligations under this Contract. No such termination or cancellation will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the nonperformance, and not less than 30 calendar days to cure the failure, and (2) an opportunity for consultation with the terminating party prior to termination. C. If the agreement is terminated prior to the Term provisions in Section 10, herein, FIRM shall be entitled to continue to collect any items and to pursue collection of any claims that were referred to and placed with the FIRM by the CITY prior to the termination date for an additional ninety (90) days following termination. Should the CITY subsequently contract with anew consultant for the continuation of services, FIRM shall cooperate in providing information. The FIRM shall turn overall documents prepared or furnished by FIRM pursuant to this Contract to the CITY on or before ninety (90) days after termination, but may maintain copies of such documents for its use. Documents to be provided to the CITY shall not include those documents and information referred to in Section 24(E) - (F). RFP #6133(Section C) DocuSign Envelope ID: 3A35A2A0-2501-459C-8CF0-166945687060 EXHIBIT 3 28. EXCLUSIVE CONTRACT AND MODIFICATION This Contract and the Exhibits constitute the sole, exclusive and entire contract between the parties and replaces any previous contracts between the parties which are null and void. No waiver or modification of this Contract or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Contract, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as herein set forth. This Contract may only be modified with express written consent of both CITY and FIRM. 29. INDEPENDENT CONTRACTOR FIRM shall provide collection services provided herein to CITY as an independent contractor, not as an employee of the CITY. FIRM shall not have or claim any right arising from employee status. 30. MISCELLANEOUS A. The following exhibits, which are on file in the office of the City's Purchasing Agent, are mad a part of this Contract: 1. Exhibit "A" — RFP 46133— Request for Sealed Proposal for COLLECTION SERVICES FOR UTILITIES, FIRE/EMS AND MUNICIPAL COURTS (on file in the City of Denton Purchasing Office). 2. Exhibit "B" — City of Denton — Price Proposal for Section B 3. Exhibit "C" — previously submitted letter agreement wherein FIRM agrees to reimburse CITY for collection module costs for CITY's software system. 4. Exhibit "D" — Conflict of Interest Questionnaire 5. Exhibit "E" — Conflict of Interested Parties Electronic Filing B. FIRM agrees that CITY shall, until the expiration of three (3) years after the final payment under this Contract, have access to and the right to examine any directly pertinent books, documents, papers, and records of the FIRM involving transactions relating to this Contract. FIRM agrees that CITY shall have access during normal working hours to all necessary FIRM facilities and shall be provided adequate and appropriate working space in order to conduct audits in compliance with this section. CITY shall give FIRM reasonable advance notice of intended audits. C. For the purpose of this Contract, the key persons who will perforin most of this work hereunder shall be Glenn Lewis, Corey Fickes, and Marisela Navarro. However, nothing herein shall limit FIRM from using other qualified and competent members of its firm to perforin the services required herein. D. FIRM shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, efficient manner and in accordance with the provisions hereof. In accomplishing the projects, FIRM shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the CITY. E. The CITY shall assist the FIRM by placing at the FIRM's disposal all available information pertinent to the collection services provided herein, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the FIRM to enter in or upon public and private property as required for the FIRM to perforin services under this Contract. RFP #6133(Section C) DocuSign Envelope ID: 3A35A2A0-2501-459C-8CF0-166945687060 EXHIBIT 3 31. TIME OF THE ESSENCE Time is of the essence with respect to all matters covered by this Contract. 32. CAPTIONS The captions appearing at the first of each numbered section are inserted and included solely for convenience and shall never be considered or given any effect in construing this Contract. This Contract is executed on behalf of CITY by the presiding officer of its governing body who is authorized to execute this instrument by order heretofore passed and duly recorded in its minutes and by a partner of FIRM who, by execution of this Contract, represents and warrants that he or she has the authority to execute this document on behalf of FIRM. IN WITNESS HEREOF, the City of Denton, Texas has executed this Agreement by and through its duly authorized undersigned City Manager; and FIRM has executed this Agreement by and through its duly authorized undersigned officer, on this the day of - 2017 RFP #6133(Section C) DocuSign Envelope ID: 3A35A2A0-2501-459C-8CF0-166945687060 EXHIBIT 3 LINEBARGER GOGGAN BLAIR & SAMPSON, LLP DocuSigned by: BY: -//� _ 0 . C7A1686E53A6492... GLENN U. LE W IS CAPITAL PARTNER 2/23/2017 Date Name: Glenn O. Lewis Title: Capital Partner 817-877-4589 PHONE NUMBER glenn.lewis@lgbs.com EMAIL 2017170743 TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY By: TODD HILEMAN CITY MANAGER an APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY Gocusigned by: By: C821a96C2A2@439... RFP #6133(Section C) DocuSign Envelope ID: 3A35A2A0-2501-459C-8CF0-166945687060 EXHIBIT 3 CITY OF DENTON INSURANCE REQUIREMENTS FOR CONTRACTORS Bidder's attention is directed to the insurance requirements below. It is highly recommended that bidders confer with their respective insurance carriers or brokers to determine in advance of Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low bidder fails to comply strictly with the insurance requirements, that bidder maybe disqualified from award of the contract. Upon bid award, all insurance requirements shall become contractual obligations, which the successful bidder 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. As soon as practicable after notification of bid award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance, containing the bid 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, Contractors are strongly advised to make such requests prior to bid opening, since the insurance requirements may not be modified or waived after bid opening unless a written exception has been submitted with the bid. 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 bid 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. RFP #6133(Section C) DocuSign Envelope ID: 3A35A2A0-2501-459C-8CF0-166945687060 EXHIBIT 3 • 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 date of the lapse. RFP #6133(Section C) DocuSign Envelope ID: 3A35A2A0-2501-459C-8CF0-166945687060 EXHIBIT 3 SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. Coverage B shall include personal injury. Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [ ] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $300,000.00 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. RFP #6133(Section C) DocuSign Envelope ID: 3A35A2A0-2501-459C-8CF0-166945687060 EXHIBIT 3 Satisfaction of the above requirement shall be in the form of a policy endorsement for: any auto, or all owned, hired and non -owned autos. [ ] Workers Compensation Insurance Contractor shall purchase and maintain Worker's 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 Worker's 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 combined bodily injury and property damage per occurrence with an 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 annual aggregate with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. RFP #6133(Section C) DocuSign Envelope ID: 3A35A2A0-2501-459C-8CF0-166945687060 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. [x] 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 $100,000 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 #6133(Section C) DocuSign Envelope ID: 3A35A2A0-2501-459C-8CF0-1B6945B87060 EXHIBIT 3 RFP 6133 -Collection Services for Utilities, Fire/EMS and Municipal Courts Linebarger Goggan Blair & Respondent's Business Name Sampson, LLP Principal Place of Business (City and State) Austin, Texas Estimated Estimated Perecentage Fee ITEM SERVICES Quantifies Quantifies ONLY* 1 No. of Accts. Amount PART C - Municipal Court debts & account receivables including unpaid fines, fees, court costs, forfeited bonds, restitution ordered paid, and amounts in cases in which the accused has failed to appear. 1 Outstanding Arrest Warrants 2011 -May 2016 8,447 $3,611,330 30.00% 2 Outstanding Capias Pro Fine Warrants 2011 -May 2016 3,418 $1,255,493 30.00% 3 Money Collections (Ave Age: 420 days) 362 $532 30.00% DocuSign Envelope ID: 3A35A2A0-2501-459C-8CF0-166945687060 EXHIBIT 3 w I ( ."o C'm ior I `e I %. zoc I, I � I I os' ". IT N" S 'In"i Mk' lAu I CiT,'o k,- I s CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vvildor or other jwrsmi doijig busille'ss Willi local 0411-crilmen(A enlity 'n,iis questiormaji-e renect, changs —ma(Wfo (he, ki%v by RK 23, 841h lxg, Regular Sessiort. This, questiommire I's being I'lled in necordmce with Chapter 176, Local Government Ca&, by a vendor who irias a business ieImfiorlshlp "I's defir,,d tsy Sanction 176,001(1-a) wAh as kwajJ r meets umkr Sechorl 1 76.0)&a). entity md the ven(i.) y law Ili=s quest onmaire nlu.a be filed will) the records Adnlimkztrator of the local government Clittly Tlot latcd than flu 7th busine,�s,, day aficT the dat., the vezidc5r becomes aware of facts that reqmrk� die stalemem k) be filo.d. .5 'a'. Sxtlon 176006(-])a, Loe.d (3over7 7ent Code. A vendoicommits an offense if the vendor k.Tiowitigly violates Sec'kion 176,006, Local (over."imt Coex. An offense uride- this ',Iectlon is 11 lliis'demca, ior. ....... . .. — Name (3f vendor 'dw has a business rdatiouship with local entity, Linebarger Goggan Blair & Sampson, LLP TE -1 Check thm box ifyou are fifing un update tea prc0owdY filed questiounaire. (Mc law ruquae� that you filo wi upAlated cornpleted qmstiolmalre wiffi TAIc aplyropriate filing authority no" 1'ver thm the T" tiny allez Ue date on whic"ll yon bccalrlc J3 Name ul, juval government Officer about whom that inforiplation in this section is lAna. disct(A- ed. N,amt, ofOl 11 cer ThLSu'Ction, (lttml 1 M°Flwhng i.td"pavts A, B, C&, )) must he comt:4owd fix Cloh Ifficul WWI vdhoaj Ilia Veldor haE: aiernploylilem or otlicr kuqrilcs'-s rdat o) i �Mp a s d effne d by S vc �. oi L 17 6- 0 j 1 ( t Ixical Goven ij -i i c r 0 ['ode. Art ch a ddi h oj i.i I lair," to Jiis Fo i T,, i ('IQ ;a n cc es S arly A, k the loml vciiim(.-,fl oflkc., nariwd ir, 116s secticul rece-oijjg (Ir 1j'K,'y tp U. F(- Cije t;LXabk iDQonw� oflicv thata iiLyc-Almmt ftue: ffi& vcndo�? LgQ-1 N cr ii k, lie vmOor reco,6T"', oy likely to zeQoive taxable, income, oflwf thwl ill."eqtmenT iaconle' ftoill ou at tile cIuec :tion «f the: local gmt'rmolvnf offilcel ;gar it in thi5 =ecfioui AN'l) Ow Wxihle inc�lirje is m)i ,cceived fboni fli. Kx,,d I Hca No N 1,he fit or ani this emi-Ployod 1 y CUSJkOr2lbOTI or ("Pthel bmiuiwsf entiy iwiffi reqpvcl to ediich the local govens llwnl sVrvk�' as a"'l 1I P of carie PVI'1011` (43' ]IiMc-r CE E] ,r-4, µNo 11 Des;fibe eAcAt �ld wd.h T.he hica"I gove"Ilment ofllccl llUnodtri this: sCclion I have no Conflict of I Tilere-it uy disclose. V August 29, 2016 ......... S1e1M-RM:,, o/�-cpidoi do'mg uitll eil"ity lyatcr ki 1?0133 - 1)ocuum:nt DocuSign Envelope ID: 3A35A2A0-2501-459C-8CF0-166945687060 EXHIBIT 3 Exhibit D 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. Certificate Of Completion Envelope Id: 3A35A2A02501459C8CF01B69451387060 Subject: City Council Docusign Item - 6133 (Section C) Source Envelope: Document Pages: 20 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 2/22/2017 1:15:21 PM Signer Events Jody Word jody.word@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Glenn O. Lewis glenn.lewis@lgbs.com Capital Partner Glenn O. Lewis Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 2/23/2017 8:36:25 AM ID:e00cb30a-cf3a-4dc1-93ec-5223652b7fda 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: Jody Word jody.word@cityofdenton.com Signature Using IP Address: 129.120.6.150 Caocu5igeced ❑v. 6_ cW e6B=_saM.a92. . Using IP Address: 66.87.97.229 Signed using mobile dSacvSug-d by Using IP Address: 129.120.6.150 Status: Sent Envelope Originator: Jody Word jody.word@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 2/22/2017 1:23:45 PM Resent: 2/22/2017 2:02:38 PM Viewed: 2/22/2017 1:23:55 PM Signed: 2/22/2017 2:03:12 PM Sent: 2/22/2017 2:03:14 PM Viewed: 2/23/2017 8:36:25 AM Signed: 2/23/2017 11:07:14 AM Sent: 2/23/2017 11:07:17 AM Viewed: 2/23/2017 11:07:51 AM Signed: 2/23/2017 11:08:04 AM Sent: 2/23/2017 11:08:06 AM Viewed: 2/23/2017 11:10:25 AM 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 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 ❑erson Signer Events Signature Timestamp Editor ❑eliver❑ Events Status Timestamp ❑gent ❑eliver❑ Events Status Timestamp rntermediar❑ ❑eliver❑ Events Status Timestamp Certified ❑eliver❑ Events Status Timestamp Caron Cop[] Events Status Timestamp Julia Winkley Sent: 2/23/2017 11:07:16 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: 2/23/2017 11:07:16 AM EXHIBIT 3 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: Lord Brighton Lorri.Brighton@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robin A. Ramsay Robin. Ramsay@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Stephen T. Meeks stevenm@lgbs.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 2/23/2017 11:08:06 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: Glenn O. Lewis, 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. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. 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EXHIBIT 3 Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-283, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: March 7, 2017 SUBJECT Consider adoption of an ordinance accepting competitive bids and awarding a public works contract for the repair of the north bound lanes of Colorado Boulevard from Mayhill Road to Loop 288; providing for the expenditure of funds therefor; and providing an effective date (RFP 5241 -awarded to Floyd Smith Concrete, Inc., in the not -to -exceed amount of $616,013.46). FILE INFORMATION The Street Department is responsible for the maintenance of City streets and sidewalks. The Street Maintenance Program not only addresses street reconstruction but also preventative maintenance. The preventative maintenance techniques used to preserve concrete streets are crack seal, foam jacking, and replacing sections of concrete pavement. The contractor has already replaced failed or failing sections of concrete pavement on southbound lanes (Phase 1) of Colorado Boulevard reaching the $250,000 threshold. After inspecting the north bound lanes (Phase 2) it was determined that additional sections of pavement need to be replaced in order to keep the street in good drivable condition (Map -Exhibit 1). Staff received a quote for the requested work (Phase 2) from Floyd Smith Concrete, Inc. The attached quote is based on the unit costs contained within City of Denton Contract 45241 (Exhibit 2), a multi-year contract previously awarded by the Denton City Council. The cost proposal for the Phase 2 is $560,012.24 with a staff recommendation of an additional 10% in contingency funds in the amount of $56,001.22 for any unanticipated work or materials that may need to performed, for a total not -to -exceed amount of $616,013.46. Contract 5241 is an annual contract (IDIQ - Indefinite Delivery, Indefinite Quantity), awarded to Floyd Smith Concrete, Inc., Denton, Texas, that provides miscellaneous concrete related repair and is also used for small construction projects (Exhibit 3). The award of this contract requires any project exceeding $250,000, or more must be approved by City Council, individually. This contract is utilized by all field crews for concrete repairs, curb/gutter work, ADA ramps, sidewalk replacement, driveway repairs, culvert head walls, inlet rebuild, etc. Prices include all cleanup work, safety barricading, materials, and supervision. Projects that exceed $250,000 are required to have separate Payment and Performance Bonds. In addition, these projects are required to be submitted to Council for individual review and approval. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) City of Denton Page 1 of 2 Printed on 3/3/2017 povveied by I_egivt9i IN File #: ID 17-283, Version: 1 RFP 5241 was originally awarded by Council on September 17, 2013 and has been extended through September 17, 2017. RECOMMENDATION Approve the award of a contract for the repair of north bound lanes Colorado Boulevard with Floyd Smith Concrete, Inc. in the amount of $616,013.46. PRINCIPAL PLACE OF BUSINESS Floyd Smith Concrete, Inc. Denton, TX ESTIMATED SCHEDULE OF PROJECT This project will begin upon Council approval and is estimated to be completed within 120 days. FISCAL INFORMATION This item will be funded from the City Council approved budget for the repair of the northbound lanes of Colorado Boulevard Project for Fiscal Year 2016-2017, Street Improvement Capital Fund account 285801.6576.0002. Requisition 4133288 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: Public Infrastructure Related Goal: 2.1 Optimize resources to improve quality of City Roadways EXHIBITS Exhibit 1: Project Location Map Exhibit 2: Proposal from Floyd Smith Concrete, Inc. Exhibit 3: Original Contract Exhibit 4: Ordinance Respectfully submitted: Ethan Cox, 349-7421 Customer Service Manager For information concerning this acquisition, contact: Keith Gabbard at 349-7144. City of Denton Page 2 of 2 Printed on 3/3/2017 povveied by I_egist9i I;, 19 ID 0 _0 M 1- 0 0 C) ■ Floyd Smith Concrete, Inc. Denton, TX 76202 P.O. Box 1781 Bill To City of Denton Accounts Payable 215 E. McKinney Denton, TX 76201 EXHIBIT 2 PROPOSAL Date Proposal No. 2/6/2017 2017-0263R Project City of Denton Contract #5241 Street Department Chauna 940-349-7160 Colorado N side of road Mayhill to 288 10" & 8" pavement repair Terms I Total $560,012.24 Phone # Fax # 940-565-0114 fscincl @verizon.net 940-382-5691 Net 10 Item Qty Description Rate Total 55 4,698.99 SY 10" Concrete Pavement with 3/8" Steel on 18" 61.70 Centers - 101 to 500 SY 289,927.68 52 265 SY 8" Concrete Pavement with 3/8" Steel on 18" Centers 53.57 - 101 to 500 SY 14,196.05 4SY 4 4,963.99 Remove Concrete Pavement 32.83 162,967.79 2,497 LF Dowel -On Integral Curb ] 04 8 EA 5' Type IA Wheel Chair Ramp (All with ADA Brick 9.38 1,319.47 23,421.86 Inserts) 10,555.76 14 414.11 SY 4" Concrete Sidewalk/Fibers - 101 to 500 SY 44.63 34 581.51 SY Remove Concrete Driveway & Sidewalk 29.54 18,481.73 42 LF Concrete Curb & Gutter (With Fibers) 0 to 250 LF 17,177.81 33 42 LF Remove Concrete Curb & Gutter 16.42 689.64 22 5,327 LF Saw Cut (Existing Concrete) 9.19 385.98 61 1 EA Adjust Manhole & Inlets 3.95 21,041.65 103787.19 1 LS Barricades, Warning Signs, & Detours 787.19 379.10 379.10 Total $560,012.24 Phone # Fax # 940-565-0114 fscincl @verizon.net 940-382-5691 EXHIBIT 3 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND FLOYD SMITH CONCRETE, INC (RFP 5241) , THIS CONTRACT is made and entered into this 17th day of September, 2013, by and between Floyd Smith Concrete. Inc a corporation, whose address is PO BOX 1781, Denton TX 76202, 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 # 5241, RFP for Concrete Repair and Installation Services, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes as "Exhibit B". The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit "A"); (b) City of Denton Request for Proposal # 5241 (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) Payment and Performance Bond (Exhibit "E"); (f) Conflict of Interest Form (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 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." RFP 5241 EXHIBIT 3 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. ATTEST: Signature on File n ATTEST: JENNIFER WALTERS, CITY SECRETARY BSignature on File APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By:. Signature on File RFP ?2.41 "CONTRACTOR" Floyd Smith Concrete, Inc. Signature on File AUTHORIZED SIGNXTURE TYPED NAME: Aiko Smith TITLE: President 940) 565-0114 PHONE NUMBER fscincI@verizon.net E-MAIL ADDRESS CITY OF DENTON, TEXAS A Texas Municipal Corporation Lo Signature on File GEORGE C. CAMPBELL CITY MANAGER EXHIBIT 3 EXHIBIT A SPECIAL TERMS AND CONDITIONS Contract Term The contract term is for a one (1) year period. The City and the Contractor 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 in accordance with the provision of the section titled "price adjustments", or the section(s) titled "termination". 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. Total Contract Value The contact total for services shall not exceed $10,000,000. Pricing shall be per Exhibit G attached. Price Adjustments Prices described in the RFP 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 ready mix concrete manufacturing (PCU3273203273200) and the PPI for #2 Diesel (PCU) (http://www.bls. ov/ppi/home.htm) . The price will be increased or decreased based upon the annual percentage change in the PPI. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. Should the PPI change exceed a minimum threshold value of +/-1 %, then the stated eligible bid prices shall be adjusted in accordance with the PPI change not to exceed the 8% limit per year. The contractor should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Contractor must also provide supporting documentation as justification for the request. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre -price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. The request can be sent by e-mail to: purchasinakcityofdenton.com Or mail to: City of Denton Attn: Purchasing Manager RFP # 5241 901B Texas Street Denton, Texas 76209 RFP 5241 Or call: City of Denton Purchasing (940) 349-7100 EXHIBIT 3 The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. 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. The contractor shall obtain an independent payment and performance bonds for 110 % of the project value for any single project in excess of $250,000. Any single project in excess of $250,000 will require the following before a purchase order or notice to proceed is issued: • Formal proposal of the project cost from the Contractor • City Council approval • Separate payment and performance bonds for 110% of the estimated project cost • Retainage of 5% of the contract value RFP 5241 EXHIBIT 3 EXHIBIT C CITY OF DENTON GENERAL CONDITIONS FOR BUILDING CONSTRUCTION ARTICLE 1 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 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 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 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 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 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 Contractor; (2) between the Owner and a Subcontractor or Sub -subcontractor; or (3) between any persons or entities other than the Owner and Contractor RFP 5241 EXHIBIT 3 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 Contractor, or any Subcontractors, Sub -subcontractors, material suppliers, or any other entity for whom the Contractor is responsible, to fulfill the 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. i 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. 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 Contractor's Bid. RFP 5241 EXHIBIT 3 i) BASE BID The Base Bid is the price quoted for the Work before Alternates are considered. j) HAZARDOUS SUBSTANCE The term Hazardous Substance is defined to include the following: (1) any asbestos or any material which contains any hydrated mineral silicate, including chrysolite, amosite, crocidolite, tremolite, anthophylite or actinolite, whether friable or non -friable; (2) any polychlorinated biphenyls ("PCBs"), or PCB -containing materials, or fluids; (3) radon; (4) any other hazardous, radioactive, toxic or noxious substance, material, pollutant, or solid, liquid or gaseous waste; (5) any pollutant or contaminant (including but not limited to petroleum, petroleum hydrocarbons, petroleum products, crude oil or any fractions thereof, any oil or gas exploration or production waste, any natural gas, synthetic gas or any mixture thereof, lead, or other toxic metals) which in its condition, concentration or area of release could have a significant effect on human health, the environment, or natural resources; (6) any substance that, whether by its nature or its use, is subject to regulation or requires environmental investigation, monitoring, or remediation under any federal, state, or local environmental laws, rules, or regulations; (7) any underground storage tanks, as defined in 42 U.S.C. Section 6991(1)(A)(I) (including those defined by Section 9001(1) of the 1984 Hazardous and Solid Waste Amendments to the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.; the Texas Water Code Annotated Section 26.344; and Title 30 of the Texas Administrative Code Sections 334.3 and 334.4), whether empty, filled or partially filled with any substance; and (8) any other hazardous material, hazardous waste, hazardous substance, solid waste, and toxic substance as those or similar terms are defined under any federal, state, or local environmental laws, rules, or regulations. k) OTHER DEFINITIONS As used in the Contract Documents, the following additional terms have the following meanings: (1) "provide" means to furnish, install, fabricate, deliver and erect, including all services, materials, appurtenances and other expenses to complete in place, ready for operation or use; (2) "shall" means the action of the party to which reference is being made is mandatory; (3) "as required" means as prescribed in the Contract Documents; and (4) "as necessary" means all action essential or needed to complete the work in accordance with the Contract Documents and applicable laws, ordinances, construction codes, and regulations. RFP 5241 EXHIBIT 3 1.2 EXECUTION, CORRELATION AND INTENT (a) The Building Construction Services Agreement shall be signed by duly authorized representatives of the Owner and Contractor as provided in the Agreement. (b) Execution of the Building Construction Services Agreement by the Contractor is a representation that the Contractor has visited the site, 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 Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the 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 Contractor in dividing the Work among Subcontractors 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. (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 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); RFP 5241 EXHIBIT 3 (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) the Specifications and Drawings. 1.3 OWNERSHIP 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. 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 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. RFP 5241 EXHIBIT 3 (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 Contractor to identify, establish, and maintain a current schedule of latest dates for submittal and approval, as required in Paragraph 3. 10, including when such information or services must be delivered. If Owner delivers the information or services to the Contractor as scheduled and Contractor is not prepared to accept or act on such information or services, then 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 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. 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 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 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 Contractor's Applications for Payment. 2.3 OWNER'S RIGHT TO STOP THE WORK If the 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 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 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 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 notice from the Owner, the Owner may correct the 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 Contractor from payments then or RFP 5241 EXHIBIT 3 thereafter due to the Contractor. The cost of correction is subject to verification (but not approval) by the Architect/Engineer. If payments then or thereafter due the Contractor are not sufficient to cover the cost of correction, the 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 Contractor, the 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 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 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 "Contractor" means the Contractor or the Contractor's authorized employees or representatives. 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR (a) The 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 Contractor may discover. The Contractor shall also verify all dimensions, field measurements, and field conditions before laying out the Work. The 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 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 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 Contractor shall also be responsible to correct any failure of component parts to coordinate or fit properly into final position as a result of Contractor's failure to give notice of and obtain a clarification or resolution of any error, omission, conflict, or discrepancy, without any right to any increase to the Contract Sum or Contract Time. (b) The 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 Contractor shall supervise and direct the Work, using the Contractor's best skill and attention. The 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. RFP 5241 EXHIBIT 3 (b) The Contractor shall be responsible to the Owner for the acts and omissions of the 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 Contractor or with any Subcontractor, and all other persons or entities for which the 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 Contractor. (c) The 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 Contractor. (d) The 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 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 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 separate contractor without the Contractor having given written notice to the Architect/Engineer of the existence of any faulty surface or condition in the surface that prevents achieving the quality of workmanship specified by the Contract Documents and without having obtained the prior approval of the Architect/Engineer and the Owner to proceed is deemed to have accepted the surface or condition in the surface as satisfactory at the commencement of such Work. Any unsatisfactory Work subsequently resulting from such a faulty surface or condition in the surface that was not pre -approved by the Architect/Engineer or the Owner after notice as provided above may be rejected and replacement required, without any increase to the Contract Sum or Contract Time. (f) All grades, lines, levels, and benchmarks shall be established and maintained on an ongoing basis by the Contractor. The Contractor is solely responsible for any errors made in establishing or maintaining proper grades, lines, levels, or benchmarks. Each Contractor for his own Work 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 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. RFP 5241 EXHIBIT 3 (b) The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Contract. The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. (c) The 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) to bona fide residents of the City of Denton, Texas; (2) to bona fide residents of the County of Denton, Texas; (3) to bona fide residents of the State of Texas; (4) to bona fide residents of the United States. 3.5 WARRANTY (a) General Warranty. The Contractor warrants to the Owner that all Work shall be accomplished in a good and workmanlike manner and that all materials and equipment furnished under the Contract will be of good quality, new (unless otherwise specified), and free from faults or defects, and that the Work will otherwise conform to the Contract Documents. Work not conforming to these requirements, including substitutions not properly approved and authorized, will be considered defective or nonconforming. The Contractor's warranty excludes any remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear under normal usage. If required by the Architect/Engineer, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. The commencement date, duration, and other conditions related to the scope of this general warranty are established in Subparagraphs 9.9 (a) and 12.2(b) of these General Conditions. THE GENERAL WARRANTY PROVIDED IN THIS SUBPARAGRAPH IS IN ADDITION TO AND DOES NOT LIMIT OR DISCLAIM ANY OTHER WARRANTY OR REMEDY REQUIRED OR PROVIDED BY LAW OR THE CONTRACT DOCUMENTS AND SUCH WARRANTY SHALL REQUIRE THE CONTRACTOR TO REPLACE DEFECTIVE MATERIALS AND RE -EXECUTE DEFECTIVE WORK THAT IS DISCLOSED BY THE OWNER TO THE CONTRACTOR WITHIN A PERIOD OF ONE (1) YEAR AFTER SUBSTANTIAL COMPLETION OF THE ENTIRE WORK OR, IF A LATENT DEFECT, WITHIN ONE (1) YEAR AFTER DISCOVERY BY THE OWNER OF THE LATENT DEFECT. (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. RFP 5241 EXHIBIT 3 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 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 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 Contractor's responsibility to ascertain that the Contract Documents are in accordance with applicable laws, ordinances, construction codes, and rules and regulations. However, if the Contractor observes that portions of the Contract Documents are at variance with applicable laws, ordinances, construction codes, rules or regulations, the Contractor shall promptly notify the Architect/Engineer and the Owner in writing, and necessary changes shall be accomplished by appropriate Amendment. (d) If the 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 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 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 Contractor shall not be required to employ persons or entities against which the 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 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 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 Contractor to perform work activities covered by allowances. RFP 5241 EXHIBIT 3 3.9 SUPERINTENDENT The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work. The superintendent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the 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 Contractor replace its superintendent at any time and the Contractor will replace said superintendent at the Owner's direction. 3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES (a) The 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 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 Contractor shall prepare and submit to the Architect/Engineer and the Owner an up-to-date status report of the progress of the various construction phases of the Work in the form of an updated construction schedule. This status report shall consist of a time scale drawing indicating actual progress of the various phases of the Work and the percentage of completion of the RFP 5241 EXHIBIT 3 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 Contractor's Application for Payment. No 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 Contractor has fallen behind the pace required to complete the Work within the Contract Time, through no fault of the Owner, the 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 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 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 Contractor shall also prepare and keep current, for the Architect/Engineer's approval, a schedule of submittals which is coordinated with the Contractor's construction schedule and allows the Architect/Engineer reasonable time to review submittals. (c) The 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 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 Contractor shall take such steps as may be necessary to improve his progress, and the Architect/Engineer and the Owner may require him to increase the number of shifts, overtime operations, days of work, or the amount of construction plant, and to submit for approval revised schedules in the form required above in order to demonstrate the manner in which the agreed rate of progress will be regained, all without additional cost to the Owner. 3.11 DOCUMENTS AND SAMPLES AT THE PROJECT SITE The Contractor shall maintain at the Project site for the Owner one record copy of the Drawings, Specifications, addenda, and Amendments in good order and marked currently to record changes and selections made during construction, and in addition shall maintain at the Project site approved Shop Drawings, Product Data, Samples, and similar required submittals. These shall be available to the Architect/Engineer and shall be delivered to the Architect/Engineer for submittal to the Owner upon completion of the Work. RFP 5241 EXHIBIT 3 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, manufacturer, supplier, or distributor 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 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 Contractor which are not required by the Contract Documents may be returned without action. (f) The 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 Contractor represents that the 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 Contractor's attention is directed to Paragraph 3.2 of these General Conditions and the requirements stated in that Paragraph. (h) The 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 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 Contractor, has given written approval to the specific substitutions, changes, additions, deletions, omissions, or deviations. The 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 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 Contractor to the Architect/Engineer at the time of the above-mentioned submittals, including additional consulting fees, RFP 5241 EXHIBIT 3 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 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 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 Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly. (b) The 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 Contractor shall not cut or otherwise alter the construction by the Owner or a separate contractor except with the written consent of the Owner and of the separate contractor; consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold from the Owner or a separate contractor the 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 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 Contractor shall remove from and about the Project site all waste materials, and rubbish, and all of the Contractor's tools, construction equipment, machinery, and surplus materials. (b) If the Contractor fails to clean up as provided in the Contract Documents, the Owner may clean up and the Owner's cost of cleaning up shall be charged to the Contractor. RFP 5241 EXHIBIT 3 3.16 ACCESS TO WORK The 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 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 Contractor shall bear all related costs of tests, inspections, and approvals. The 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 Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Architect/Engineer of when and where tests and inspections are to be made so that the Architect/Engineer may observe such procedures. The Owner shall bear such costs except as provided in Subparagraph 3.17(c). (c) If procedures for testing, inspection, or approval under Subparagraphs 3.17(a) and 3.17(b) reveal deficiencies or nonconformities in the Work, the 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 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 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 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 INFRINGEMENT. In the event the Contractor has reason to believe that a RFP 5241 EXHIBIT 3 particular design, process or product specified infringes a patent, the Contractor shall immediately notify the Owner and the Architect/Engineer of same. 3.19 INDEMNIFICATION (a) THE CONTRACTOR AGREES TO DEFEND, INDEMNIFY AND HOLD THE OWNER, ITS OFFICERS, AGENTS AND EMPLOYEES, AND THE ARCHITECT/ENGINEER, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, JUDGMENTS, FINES, PENALTIES, COSTS AND EXPENSES FOR PERSONAL INJURY (INCLUDING DEATH), PROPERTY DAMAGE OR OTHER HARM OR VIOLATIONS FOR WHICH RECOVERY OF DAMAGES, FINES, OR PENALTIES IS SOUGHT, SUFFERED BY ANY PERSON OR PERSONS, THAT MAY ARISE OUT OF OR BE OCCASIONED BY CONTRACTOR'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS CONTRACT, VIOLATIONS OF LAW, OR BY ANY NEGLIGENT, GROSSLY NEGLIGENT, INTENTIONAL, OR STRICTLY LIABLE ACT OR OMISSION OF THE 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 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 PERSON OR ENTITY. (b) In claims against any person or entity indemnified under this Paragraph 3.19 by an employee of the 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 Contractor or a 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 Contractor specifically agrees to comply with the above-mentioned laws and regulations in the performance of the Work by the 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 Contractor. RFP 5241 EXHIBIT 3 ARTICLE 4 CONTRACT ADMINISTRATION 4.1 THE DESIGN PROFESSIONAL (ARCHITECT/ENGINEER) (a) The design professional is the person lawfully licensed to practice architecture or engineering or a firm or other business entity lawfully practicing architecture/engineering identified as such in the formal Building Construction Services Agreement and is referred to throughout the Contract Documents as if singular in number. The term "Architect/Engineer" means the Architect/Engineer or the Architect/Engineer's authorized representative. The Owner may, at its option, designate a qualified Owner representative to serve as the Architect/Engineer on the Project instead of an outside firm or person. In such event, the references in these General Conditions that refer to the Architect/Engineer shall apply to the Owner -designated Architect/Engineer representative and the Owner -designated Architect/Engineer representative shall be accorded that same status by the 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 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 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 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 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 Contractor, the provisions of the Owner/Architect/Engineer Agreement will be made available to the Contractor. (b) The Architect/Engineer shall provide, during performance of the Work, adequate and competent periodic on-site construction observation, periodically visiting the Project site to the extent necessary to personally familiarize themselves with the progress and quality of the Work, and to determine if the Work is proceeding in accordance with the Contract Documents. The Architect/Engineer shall not, however, be required to make continuous on-site inspections to check the Work. Field reports of each visit shall be prepared by the Architect/Engineer and submitted to the Owner. The Architect/Engineer shall employ all reasonable measures to safeguard the Owner against defects and nonconformities in the Work. The Architect/Engineer shall not be responsible for the construction means, methods, techniques, RFP 5241 EXHIBIT 3 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 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 Contractor's responsibility as provided in Paragraph 4.3. The Architect/Engineer and the Owner will not be responsible for the 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 Contractor, Subcontractors, Sub -subcontractors, or their respective agents or employees, or of any other persons performing portions of the Work for which the Contractor is responsible. (d) Except as otherwise provided in the Contract Documents or when direct communications have been specially authorized, the Owner and 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 Contractor. Communications by and with separate contractors will be through the Owner. The 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 Contractor's Applications for Payment, the Architect/Engineer will review and certify the amounts due the 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 Contractor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons performing portions of the Work. (g) The Architect/Engineer will review and approve or take other appropriate action upon the 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 Contractor as required by the Contract Documents. The Architect/Engineer's review of the Contractor's submittals shall not relieve the 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. RFP 5241 EXHIBIT 3 (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 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 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 Contractor. (m)The Architect/Engineer's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents provided that the Architect/Engineer has 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 Contractor, whether for additional compensation, additional time, or other relief, including but not limited to claims arising from concealed conditions, MUST BE MADE BY WRITTEN NOTICE TO THE ARCHITECT/ENGINEER AND THE OWNER WITHIN FOURTEEN (14) DAYS AFTER OCCURRENCE OF THE EVENT OR EVENTS GIVING RISE TO THE PARTICULAR CLAIM. Every Claim of the 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 Contractor by his signature) of the Contractor, verifying the truth and accuracy of the Claim. THE CONTRACTOR SHALL BE DEEMED TO HAVE WAIVED ANY CLAIM NOT MADE STRICTLY RFP 5241 EXHIBIT 3 IN ACCORDANCE WITH THE PROCEDURE AND TIME LIMITS SET OUT IN THIS PARAGRAPH. (b) Referral to the Architect/Engineer. Claims, disputes, and other matters in question between the 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 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 Contractor shall proceed diligently with performance of the Work and the Owner shall continue to make payments in accordance with the Contract Documents. (d) Claims for Concealed or Unknown Conditions. No adjustment in the Contract Sum or Time associated with concealed or unknown conditions will normally be considered or allowed; provided, however, that the Contract Sum or Time may be adjusted by the Owner in such circumstances only if: (1) a concealed subsurface condition is encountered in the course of performance of the Work; (2) a concealed or unknown condition in an existing structure is at variance with conditions indicated by the Contract Documents; or (3) an unknown physical condition is encountered below the surface of the ground or in an existing structure which is of an unusual nature and materially different from those ordinarily encountered and generally recognized as inherent in the character of the Work; and (4) a notice of claim with proper and adequate substantiation is presented pursuant to Subparagraph 4.3(a) of these General Conditions; and (5) the Owner and the Architect/Engineer determine that: (i) prior to submitting its bid for the Work, the Contractor used reasonable diligence to fully inspect the portion of the Project site where the condition was discovered; and (ii) the work caused or required by the concealed or unknown condition at issue can be considered extra work to the extent that additional new Drawings must be prepared and issued and new construction beyond the scope of the Contract Documents is required. (e) Disclaimer of Warranties as to Reports, Drawings, and Specifications. PROJECT SITE INFORMATION AND REPORTS (INCLUDING BUT NOT LIMITED TO SOILS TESTING REPORTS, GEOTECHNICAL REPORTS, OR ENVIRONMENTAL SITE ASSESSMENTS) PROVIDED BY THE OWNER AND THE ARCHITECT/ENGINEER IN THE PROJECT MANUAL OR BY OTHER MEANS SHALL BE UTILIZED BY THE CONTRACTOR AT THE 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 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 RFP 5241 EXHIBIT 3 Work. Prior notice is not required for claims relating to an emergency endangering life or property arising under Paragraph 10.3. In addition, the 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 Contractor believes that additional cost is involved for reasons including but not limited to: (1) a written interpretation from the Architect/Engineer; (2) a written order for a minor change in the Work issued by the Architect/Engineer; (3) failure of payment by the Owner; (4) termination of the Contract by the Owner; (5) the Owner's temporary suspension of all or any portion of the Work where the Contractor was not at fault; or (6) other reasonable grounds. (g) Injury or Damage to Person or Property. If the 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 Contractor asserts a claim to the Contractor that the Contractor seeks to pass through to the Owner under the Contract Documents, any entitlement of the 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 Contractor to seek and assert such claim against the Owner: (i) The 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 Contractor shall have entered into a written liquidating agreement with the Subcontractor, under which agreement the Contractor has agreed to be legally responsible to the Subcontractor for pursing the assertion of such claim against the Owner under the Contract and for paying to the Subcontractor any amount that may be recovered, less 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 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 Contractor in the claim submittal materials. (ii) The 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 RFP 5241 EXHIBIT 3 claim is believed in good faith to be valid. The Contractor shall also certify, in writing and under oath to the Owner, at the time of the submittal of such claim, that the Contractor has made a review, evaluation, and determination that the claim is made in good faith and is believed to be valid. (iii) The Subcontractor making the claim to the Contractor shall certify in writing and under oath that it has compiled, reviewed and evaluated the merits of such claim and that the claim is believed in good faith by the Subcontractor to be valid. A copy of the certification by the Subcontractor shall be included by Contractor in the claim submittal materials. (3) Any failure of the 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. (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 law. (i) Owner's Right to Order Acceleration and to Deny Claimed and Appropriate Time Extensions, in Whole or in Part. The 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 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 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 Contractor shall take all action necessary to comply with the order. In such event, any possible right, if any, of the Contractor to additional compensation for any acceleration shall be subject to the terms of this Subparagraph (i). (2) In the event that the 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 Contractor provided within fourteen (14) days after receipt of the Contractor's Claim. If the Owner denies the Contractor's claim for an extension of Contract Time under this Clause (i)(2), either in whole or in part, the 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 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 Contractor may initiate a Claim for acceleration costs pursuant to Subparagraph 4.3(a). Any resulting Claim for acceleration costs properly initiated by the Contractor under Subparagraph 4.3(a) above shall be limited to those reasonable and documented direct costs of labor, materials, equipment, and supervision solely and directly attributable to the actual acceleration activity necessary to bring the Work back within the then existing approved construction schedule. These direct costs include the premium portion of overtime pay, additional crew, shift, or equipment costs if requested in advance by the Contractor and approved in writing by the Owner. A percentage markup for the prorated cost of premium on the existing performance and payment bonds and required insurance, not to exceed 5%, will be allowed on the claimed acceleration costs. NO OTHER MARKUP FOR PROFIT, RFP 5241 EXHIBIT 3 OVERHEAD (INCLUDING BUT NOT LIMITED TO HOME OFFICE OVERHEAD) OR ANY OTHER COSTS WILL BE ALLOWED ON ANY ACCELERATION CLAIM. The Owner shall not be liable for any costs related to an acceleration claim other than those described in this Clause (i)(3). (i) Waiver of Claims; Final Payment. The making of final payment shall constitute a waiver of claims by the Owner except those arising from: (1) claims, security interests, purported liens, or other attempted encumbrances arising out of the Contract and remaining unsettled; (2) defective or nonconforming Work appearing after Substantial Completion; (3) latent defects, as defined in Subparagraph 12.2(d), appearing after Final Completion; or (4) the terms of general and special warranties required by the Contract Documents or allowed or implied by law. (k) THE CONTRACTOR SHALL NOT BE ENTITLED TO RECOVER ATTORNEY'S 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 STATE LAW. ARTICLE 5 SUBCONTRACTORS 5.1 DEFINITIONS OF SUBCONTRACTOR (a) A Subcontractor is person or entity who has a direct contract with the Contractor to perform a portion of the Work at the Project site or to supply materials or equipment to the Contractor by purchase or lease for use in performance of or incorporation into the Work. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include a separate contractor or subcontractors of a separate contractor. (b) A Sub -subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the Project site or to supply materials or equipment to the Subcontractor or another Sub -subcontractor by purchase or lease for use in performance of or incorporation into the Work. The term "Sub -subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sub -subcontractor or an authorized representative of the Sub -subcontractor. 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK (a) Immediately after the award of the Contract by the Owner, and before the Building Construction Services Agreement is signed by the Contractor and the Owner, the 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 RFP 5241 EXHIBIT 3 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 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 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 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 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 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 Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by the terms of the Contract Documents (including but not limited to these General Conditions), and to assume toward the Contractor all the obligations and responsibilities which the Contractor, by the Contract Documents, assumes toward the Owner and the Architect/Engineer. Each subcontract agreement shall preserve and protect the rights of the Owner and the Architect/Engineer under the Contract Documents (including but not limited to these General Conditions) with respect to the Work to be performed by the Subcontractor so that subcontracting will not prejudice the rights of the Owner and the Architect/Engineer. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub -subcontractors. The 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 Contractor is solely responsible for making payments properly to the Contractor's Subcontractors on the Project. During performance of the Work, the Contractor shall comply with the following additional rules regarding Subcontractor payments: (1) The 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 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 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 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. RFP 5241 EXHIBIT 3 (2) If, for any reason, the Contractor is withholding payment to a Subcontractor due to a dispute or other problem with performance, the Contractor shall note the amount withheld and that payment is in dispute. The Owner may require the 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 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 Contractor has knowingly provided false information regarding payment of any Subcontractor; or (iii) the Contractor has otherwise failed to make payments properly to any Subcontractor. (4) THE 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 CONTRACTOR. 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS In the event of a termination of this Contract by the Owner under Article 14, the 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 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, 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 Projector 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 Contractor claims that delay or additional cost is involved because of such action by the Owner, the Contractor shall make a claim as provided elsewhere in and in accordance with the Contract Documents. RFP 5241 EXHIBIT 3 (b) When separate contracts are awarded for different portions of the Project or other construction or operations on the Project site, the term "Contractor" in the Contract Documents in each case shall mean the Contractor who executes each separate Building Construction Services Agreement with the Owner. (c) The Owner shall provide for coordination of the activities of the Owner's own forces and of each separate contractor with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with other separate contractors and the Owner in reviewing their construction schedules when directed to do so. The 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 Contractor, separate contractors, and the Owner until subsequently revised by mutual agreement or by written Change Order. If the Contractor believes it is entitled to an adjustment of the Contract Sum under the circumstances, the Contractor shall submit a written proposal for a Change Order pursuant to Article 7 of the General Conditions. In the event the Contractor's Change Order proposal is denied by the Owner, the 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 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 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 Contractor's construction and operations with the separate contractors as required by the Contract Documents. (b) If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner or a separate contractor, the 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 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 Contractor's Work, except as to defects not then reasonably discoverable. (c) The Owner shall not be liable to the Contractor for damages suffered by the 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 Contractor and a separate contractor, the Architect/Engineer or the Owner may furnish the Contractor with written instructions designating priority of effort or change in methods, whereupon the Contractor shall immediately comply with such direction. In such event, the 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 Contractor. (d) The Contractor shall promptly remedy damage wrongfully caused by the Contractor to completed or partially completed construction or to property of the Owner or separate contractors as provided in Subparagraph 10.2(e). RFP 5241 EXHIBIT 3 (e) Should the Contractor cause damage to the work or property of any separate contractor on the Project, the 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 Contractor who shall defend such proceedings, at the Contractor's expense, and if any judgment or award against the Owner arises from the separate contractor's claim, the Contractor shall pay or satisfy it and shall reimburse the Owner for 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 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 and allocate the cost among those 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 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 RFP 5241 EXHIBIT 3 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; (2) unit prices stated in the Contract Documents or subsequently agreed upon; (3) cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or (4) the force account 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 to 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 15%. In such case, the Contractor shall keep an itemized accounting of the Work involved, on a daily basis, in such form and with the appropriate supporting data as the Architect/Engineer and Owner may prescribe. Sworn copies of the itemized accounting shall be delivered to the Architect/Engineer each day during the performance of force account work, with copies to the Owner. FAILURE OF THE CONTRACTOR TO SUBMIT THE SWORN -TO ITEMIZED ACCOUNTING DAILY AS REQUIRED HEREIN SHALL CONSTITUTE A WAIVER BY THE CONTRACTOR OF ANY RIGHT TO DISPUTE THE OWNER'S DETERMINATION OF THE AMOUNT DUE THE CONTRACTOR FOR FORCE ACCOUNT WORK. Costs to be charged under this Subparagraph for force account work are limited to the following: (1) costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and workers 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 RFP 5241 EXHIBIT 3 (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 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 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 RFP 5241 EXHIBIT 3 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 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 Contractor, or of persons or entities for whom the 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 Contractor, the 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 Contractor confirms that the Contract Time is a reasonable period for performing the Work. (b) The 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 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. (c) Liquidated Damages. The Contractor shall proceed expeditiously with adequate forces, materials, and equipment, and shall achieve Substantial Completion within the Contract Time. If the Contractor fails or refuses to complete the Work within the Contract Time as specified in the Bid Proposal form, the Building Construction Services Agreement, or in any proper extension of the Contract Time granted by the Owner, then the Contractor agrees, as a part of the consideration for the awarding of the Contract, to pay to the Owner the amount of liquidated damages (hereinafter called the "Stipulated Amount") as stipulated in the Bid Proposal form and the Building Construction Services Agreement for each calendar day that the Contractor has not Substantially Completed the Work after the expiration of the Contract Time provided. The Stipulated Amount is not to be considered as a penalty, but shall be deemed, taken, or treated as reasonable liquidated damages, fixed and agreed upon by and between the Contractor and the Owner because of the impracticality and extreme difficulty of fixing and ascertaining the actual damages the Owner would sustain in the event of the Contractor's late completion of the Project, and the RFP 5241 EXHIBIT 3 stipulated amount is agreed to be the daily amount of damages that the Owner would sustain. The Stipulated Amount, as it accrues, will be retained from any portion of the Contract Sum due or that may become due to the Contractor. In the event the portion of the Contract Sum retained by the Owner is insufficient to recover the Stipulated Amount, then the Contractor or the Contractor's Surety shall pay to the Owner any additional liquidated damages due that are in excess of the funds remaining unpaid in the Contract Sum. The Owner shall be the sole judge as to whether or not the Work has been Substantially Completed within the calendar days allotted, which shall include the original Contract Time and any proper extension of the Contract Time granted in writing by the Owner. Should the Contractor dispute the Owner's determination of liquidated damages due, however, or should the Contractor, or the Contractor's agents or assigns, institute any legal action against the Owner to enforce rights under the Contract Documents, then this Subparagraph 8.2(c) shall not be construed to prevent the Owner from seeking full recovery for any and all actual damages suffered by the Owner and attributable to the Contractor, as an alternative to all liquidated damages due. 8.3 DELAYS AND EXTENSIONS OF TIME (a) If the 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 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 CONTRACTOR SHALL NOT BE ENTITLED TO CLAIM OR RECEIVE ANY ADDITIONAL COMPENSATION AS A RESULT OF OR ARISING OUT OF ANY DELAY, HINDRANCE, DISRUPTION, FORCE MAJEURE, IMPACT, OR INTERFERENCE, INTENTIONAL OR UNINTENTIONAL, FORESEEN OR UNFORESEEN, WHICH INCREASES THE TIME TO COMPLETE THE WORK, INCLUDING BUT NOT LIMITED TO ANY DELAYS CAUSED IN WHOLE OR IN PART BY THE ACTS, OMISSIONS, FAILURES, NEGLIGENCE, OR FAULT OF THE OWNER, THE ARCHITECT/ENGINEER, OR THE OWNER'S REPRESENTATIVE, AN EXTENSION OF THE CONTRACT TIME UNDER SUBPARAGRAPH 8.3(a) BEING THE 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 Contractor shall promptly suspend the Work when either the Contractor or the Owner is ordered to do so by a court order from a court having lawful jurisdiction, and the Contractor will not be entitled to additional compensation by virtue of any delays resulting from the court order. The 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 RFP 5241 EXHIBIT 3 severe weather conditions as are considered unfavorable for the suitable prosecution of the Work, or due to failure on the part of the 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 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 Contractor shall also provide suitable drainage about the Work and erect temporary structures where necessary. The 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 Contractor or any of the Subcontractors, for which the 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 Contractor is entitled to a time extension, as determined by the Architect/Engineer, Owner may similarly direct acceleration and the Contractor agrees to perform same on the basis that the Contractor will be reimbursed only to the extent described in Subparagraph 4.3(i). THE CONTRACTOR EXPRESSLY WAIVES ANY OTHER COMPENSATION RESULTING FROM ACCELERATION, SUCH AS LOSS OF LABOR PRODUCTIVITY OR EFFICIENCY. ARTICLE 9 PAYMENTS AND COMPLETION 9.1 CONTRACT SUM The Contract Sum is stated in the Building Construction Services Agreement and, including authorized adjustments, is the total amount of compensation payable by the Owner to the Contractor for the performance of the Work under the Contract Documents. 9.2 SCHEDULE OF VALUES Before the first Application for Payment, the 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 Contractor's Application for Payment. The schedule of values shall follow the trade division of the Specifications. 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 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 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. 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. RFP 5241 EXHIBIT 3 (b) Applications for Payment may not include requests for payment of amounts the Contractor does not intend to pay to a Subcontractor because of a good faith dispute, unless the Contractor complies with Clause 5.3(b) (2) of these General Conditions and the Contractor's Payment Bond Surety consents in writing to payment to the 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: (i) the Owner has given prior approval of such off-site storage in writing; (ii) 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 (iii) 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 CONTRACTOR WILL NOT BE PERMITTED OR PAID FOR, UNLESS THE OWNER HAS EXPRESSLY GIVEN PRIOR APPROVAL OF SUCH STORAGE IN WRITING. (d) The 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 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 Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials, and equipment relating to the Work. (e) All materials or equipment delivered to the Project site earlier than thirty (30) days prior to an approved schedule for delivery to the Project site shall be classified as an "early delivery." All early delivery materials or equipment must have the express written permission of the Owner to be stored on the Project site. If any unauthorized early delivery occurs, Contractor shall, at 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 Contractor fails or refuses to remove unauthorized early delivery materials, the Owner may cause such materials to be removed at the Contractor's sole expense, and amounts may be withheld from the 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 $25,000.00 and performance and payment bonds are not furnished by the Contractor, no payment applied for will be payable under the Contract until the Work has been Finally Completed and accepted. RFP 5241 EXHIBIT 3 9.4 CERTIFICATES FOR PAYMENT (a) The Architect/Engineer will, within ten (10) days after receipt of the Contractor's Application for Payment, either issue to the Owner a Certificate for Payment, with a copy to the Contractor, for such amount as the Architect/Engineer determines is properly due, or notify the Contractor and Owner in writing of the Architect/Engineer's reasons for withholding certification in whole or in part as provided in: (1) City of Denton General Conditions for Building Construction. (2) 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. (3) 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 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: (i) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work; (ii) reviewed construction means, methods, techniques, sequences or procedures; (iii) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment; or (iv) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. (4) 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 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. (5) The City is required to withhold 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 typically applied by the City for all public works contracts in excess of $50,000. The City may require varying percentage withholding amounts; however, the City typically requires five percent. For retainage percentages in excess of five percent, the City must deposit the retainage into an interest- bearing account and pay the interest earned to the contractor on completion of the contract. 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 RFP 5241 EXHIBIT 3 percentage as specified above is based upon the original Contract Sum, and will not be affected in the event the original Contract Sum is subsequently increased or decreased by Change Order. (6) 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 Contractor as provided in Subparagraph 9.4(a). If the 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) £ (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 Contractor to make payments properly to Subcontractors or for labor, materials, or equipment; (4) reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; (5) damage to the Owner or another contractor; (6) reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; (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 each of the above reasons that existed for withholding certification are removed or remedied, certification will be made for amounts previously withheld. (c) The Owner may, at its option, offset any progress payment or final payment under the Contract Documents against any debt (including taxes) lawfully due to the Owner from the 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. RFP 5241 EXHIBIT 3 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 Contractor default remains uncured. (b) The Contractor shall promptly pay each Subcontractor, upon receipt of payment from the Owner, out of the amount paid to the 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 Contractor on account of such Subcontractors portion of the Work. The 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 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 Contractor or, in the event of the 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. 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. (1) 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. (2) When the Contractor considers that the Work, or the portion of the Work which the Owner agrees to accept separately, is Substantially Complete, the Contractor shall prepare and submit to the Architect/Engineer a comprehensive list of remaining items to be completed or corrected. The RFP 5241 EXHIBIT 3 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 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 Contractor shall then submit, a request for another inspection by the Architect/Engineer to determine Substantial Compltion. 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 Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Contractor shall finish all items on the punch list accompanying the Certificate. (3) The Certificate of Substantial Completion shall be submitted to the Owner and the Contractor for their written acceptance of responsibilities assigned to them in the Certificate. (4) Upon Substantial Completion of the Work or designated portion thereof and upon application by the 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 Contractor, provided such occupancy or use is consented to by the insurer as required under Subparagraph 11.2(e) and authorized by public authorities having jurisdiction over the Work. Such partial occupancy or use may commence whether or not the portion is Substantially Complete, provided the Owner and 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 Contractor considers a portion Substantially Complete, the Contractor shall prepare and submit a list to the Architect/Engineer as provided under Subparagraph 93(a)(2). Consent of the 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 Contractor or, if no agreement is reached, by decision of the Architect/Engineer. (b) Immediately prior to such partial occupancy or use, the Owner, 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 RFP 5241 EXHIBIT 3 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 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 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 Contractor. (b) Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect/Engineer: (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied; (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be cancelled or allowed to expire until at least thirty (30) days prior written notice has been given to the Owner; (3) a written statement that the 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 Contractor's affidavit under Clause (b)(1) shall state that the Contractor has paid each of his subcontractors, laborers or materialmen in full for all labor and materials provided to him for the Work under this Contract. In the event the Contractor has not paid each of his subcontractors, laborers or materialmen in full, the 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 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 Contractor or by issuance of Change Orders affecting final completion and the Architect/Engineer confirms the delay, the Owner shall, upon application by the 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 RFP 5241 EXHIBIT 3 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 Contractor of the final payment shall operate as and shall be a complete release of the Owner from all claims or liabilities under the Contract, for anything done or furnished or relating to the Work or the Project, or for any act or neglect of the Owner relating to or connected with the Work or the Project. ARTICLE 10 SAFETY, SECURITY AND UTILITY PROVISIONS; ENVIRONMENTAL COMPLIANCE 10.1 SAFETY PRECAUTIONS AND PROGRAMS The 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 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 Contractor or the 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 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 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 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 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 Contractor EXPRESSLY AGREES TO BE SOLELY RESPONSIBLE for the determination as to whether explosives shall actually be used, and for any result RFP 5241 EXHIBIT 3 from the use, handling or storage of explosives, and shall INDEMNIFY, DEFEND AND HOLD COMPLETELY HARMLESS the Owner, its officers, agents and employees, and the Architect/Engineer against any and all claims, lawsuits, judgments, costs or expenses for personal injury (including death), property damage or other harm for which recovery of damages is sought, suffered by any person or persons, as the result of the use, handling or storage of the explosives by the 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 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 "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 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 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 Contractor of any responsibility for damage resulting from any blasting operations. (f) The 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 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 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 Contractor or any of its Subcontractors. The foregoing obligations of the Contractor are in addition to the 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 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 Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner and Architect/Engineer. (h) The Contractor shall not load or permit any part of the Work or the Project site to be loaded so as to endanger its safety. RFP 5241 EXHIBIT 3 10.3 EMERGENCIES In an emergency affecting safety, health, or security of persons or property, the Contractor shall act, at the Contractor's discretion, to prevent threatened damage, injury, or loss. Additional compensation or extension of time claimed by the 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 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 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 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 Contractor's neglect shall be deducted from the Contract Sum. The 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 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 Contractor is required to construct temporary bridges or make other arrangements for crossing over ditches or around structures, the 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 Contractor shall, at the Contractor's own cost and expense, furnish, erect and maintain sufficient barricades, fences, lights and danger signals, shall provide sufficient watchmen, and shall take such other precautionary measures as are necessary for the protection of persons or property and of the Work. All barricades shall be painted in a color that will be visible at night, shall indicate in bold letters thereon the 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 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 Contractor at Contractor's cost and expense. The 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. RFP 5241 EXHIBIT 3 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 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 Contractor. 10.7 TEMPORARY STORM SEWER AND DRAIN CONNECTIONS When existing storm sewers or drains have to be taken up or removed, the Contractor shall at his own expense provide and maintain temporary outlets and connections for all public and private storm sewers and drains. The 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 Contractor shall provide and maintain, at the Contractor's own expense, adequate pumping facilities and temporary outlets or diversions. The Contractor shall, at the Contractor's own expense, construct such troughs, pipes, or other structures necessary and shall be prepared at all times to dispose of storm drainage and sewage received from these temporary connections until such time as the permanent connections are built and in service. The existing storm sewers and connections shall be kept in service and maintained under the Contract, except where specified or ordered to be abandoned by the Architect/Engineer. All storm water and sewage shall be disposed of in a satisfactory manner so that no nuisance is created and that the Work under construction will be adequately protected. 10.8 ARRANGEMENT AND CHARGE FOR WATER FURNISHED BY THE OWNER; ELECTRICITY FOR THE PROJECT (a) When the Contractor desires to use the Owner's water in connection with the Work, the Contractor shall make complete and satisfactory arrangements with the Denton Water Utilities Department and shall be responsible for the cost of the water the 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 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 Contractor shall pay for all electricity used in the performance of the Work through separate metered electrical connections obtained by the Contractor through the City of Denton. 10.9 USE OF FIRE HYDRANTS The 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. RFP 5241 EXHIBIT 3 10.10 ENVIRONMENTAL COMPLIANCE (a) The 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 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 Contractor shall immediately stop Work in the affected area and report in writing the facts of such encounter to the Architect/Engineer and the Owner. Work in the affected area shall not thereafter be resumed except by written order of the Owner unless and until the material is determined not to be a Hazardous Substance or the Hazardous Substance is remediated. The Owner may choose to remediate the 'Hazardous Substance with a separate contractor or through a Change Order with the Contractor. If the Owner determines that the Hazardous Substance exists in the affected area due to the fault or negligence of the Contractor or any of its Subcontractors, the Contractor shall be responsible for remediating the condition at the sole expense of the Contractor in accordance with the 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 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 Contractor or any Subcontractor or Supplier. The 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 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 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 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 RFP 5241 EXHIBIT 3 Project Manager or other designated representative. The 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 Contractor or a Subcontractor: (1) The 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 Contractor shall submit a written report describing such event in a degree of detail reasonably acceptable to the Owner. (2) The Contractor shall immediately respond in accordance with the SPRP in the event of a spill (3) The 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 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 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 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 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 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 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 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 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 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 Contractor shall comply with all regulations of the Owner relating to storm water and storm water runoff management at the Project site pursuant to Chapter 19, Article IX, Denton City Code, as amended. RFP 5241 EXHIBIT 3 (h) The 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 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 Contractor and approved by the Owner; (2) if the Contractor fails to properly address the noncompliance within the time stipulated by the Owner, perform the necessary remediation or correction work and backcharge the 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 CONTRACTOR'S INSURANCE Contractors shall refer to Attachment A for all City of Denton insurance requirements. 11.2 PROPERTY INSURANCE Contractors shall refer to Attachment A for all City of Denton insurance requirements. 11.3 `UMBRELLA' LIABILITY INSURANCE Contractors shall refer to Attachment A for all City of Denton insurance requirements. 11.4 POLICY ENDORSEMENTS AND SPECIAL CONDITIONS Contractors shall refer to Attachment A for all City of Denton insurance requirements. 11.5 PERFORMANCE AND PAYMENT BONDS (a) Subject to the provisions of Subparagraph 11.3(b), the 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 Contractor, as Principal, and by an established bonding company, as surety, meeting the requirements of Subparagraph 11.3(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: RFP 5241 EXHIBIT 3 (1) Performance Bond. A good and sufficient bond in an amount equal to $250,000 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) year 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$250,000, 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 a single project sum, including Owner -accepted alternates and allowances, if any, is greater than $250,000, Performance and Payment Bonds in 110% of the Contract Sum are mandatory and shall be provided by the Contractor (c) No surety will be accepted by the Owner who is now in default or delinquent on any bonds or who is a party to any litigation against the Owner. All bonds shall be made and executed on the Owner's standard forms, shall be approved by the Owner, and shall be executed by not less than one corporate surety that is authorized and admitted to do business in the State of Texas, is licensed by the State of Texas to issue surety bonds, is listed in the most current United States Department of the Treasury List of Acceptable Sureties, and is otherwise acceptable to the Owner. Each bond shall be executed by the Contractor and the surety, and shall specify that legal venue for enforcement of each bond shall lie exclusively in Denton County, Texas. Each surety shall designate an agent resident in Denton County, Texas to whom any requisite statutory notices may be delivered and on whom service of process may be had in matters arising out of the suretyship. (d) The person or persons, partnership, company, firm, Limited Liability Company, association, corporation, or other business entity to whom the Contract is awarded shall, within ten (10) days after such award, sign the required Contract with the Owner and provide the necessary surety bonds and evidence of insurance as required under the Contract Documents. No Contract shall be binding on the Owner until it has been approved as to form by the City Attorney, executed for the Owner by the City Manager, the performance and payment bonds and evidence of insurance have been furnished as required by the Contract Documents, and the fully executed contract has been delivered to the Contractor. (e) The failure of the Contractor to execute the Contract or deliver the required statutory bonds and evidence of insurance within ten (10) days after the Contract is awarded or as soon thereafter as the Owner can assemble and deliver the Contract shall constitute a material breach of the 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 Contractor's failure to execute and furnish the statutory bonds and to sign the Contract within ten (10) days, the filing of a bid proposal with the accompanying bid security will be considered as an acceptance of this Subparagraph 11.3(e). In the event the Owner should re -advertise for bids, the defaulting 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. RFP 5241 EXHIBIT 3 ARTICLE 12 DEFECTIVE AND NONCONFORMING WORK 12.1 UNCOVERING OF WORK (a) If a portion of the Work is covered contrary to the Architect/Engineer's request or to requirements specifically expressed in the Contract Documents, the Work must, if required in writing by the Architect/Engineer, be uncovered for the Architect/Engineer's observation and be replaced at the 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 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 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 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 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 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 Contractor a written acceptance or waiver of the defect or nonconformity. The 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 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 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 Contractor to correct latent defects or nonconformities in the Work, which defects or nonconformities could not have been discovered through reasonable diligence by the Owner or the Architect/Engineer at the time the Work was performed or at the time of inspection for certification of Substantial Completion or Final Completion. The one year period also does not relieve the Contractor from liability for any defects or deficiencies in the Work that may be discovered after the expiration of the one year correction period. RFP 5241 EXHIBIT 3 (e) The 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 Contractor nor accepted by the Owner. (f) If the 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 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 Contractor's expense. If the 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 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 Contractor should have borne, the Contract Sum shall be reduced by the deficiency. If payments due to the Contractor then or thereafter are not sufficient to cover the deficiency, the Contractor shall pay the difference to the Owner. (g) The 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 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 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 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 Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. (i) Any Work repaired or replaced pursuant to this Article 12 shall be subject to the provisions of Article 12 to the same extent as Work originally performed or installed. 12.3 ACCEPTANCE OF NONCONFORMING WORK The Owner may, in the Owner's sole discretion, accept Work which is not in accordance with the requirements of the Contract Documents instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. The adjustment will be accomplished whether or not final payment has been made. ARTICLE 13 COMPLETION OF THE CONTRACT; TERMINATION; TEMPORARY SUSPENSION 13.1 FINAL COMPLETION OF CONTRACT The Contract will be considered completed, except as provided in any warranty or maintenance stipulations, bond, or by law, when all the Work has been finally completed, the final inspection is made by the Architect/Engineer, and final acceptance and final payment is made by the Owner. RFP 5241 EXHIBIT 3 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 Contractor and the 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 Contractor and the Surety. If for any reason the 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 Contractor, including but not limited to the following causes: (1) Failure or refusal of the 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 Contractor is insufficient to complete the Work within the specified time. (3) Failure or refusal of the 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 Contractor has abandoned the Work. (5) A reasonable belief that the Contractor has become insolvent, bankrupt, or otherwise financially unable to carry on the Work. (6) Failure or refusal on the part of the Contractor to observe any requirements of the Contract Documents or to comply with any written orders given by the Architect/Engineer or the Owner as provided for in the Contract Documents. (7) Failure or refusal of the 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 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 Contractor shall, as of the date specified by the Owner, discontinue the Work or portion of the Work as the RFP 5241 EXHIBIT 3 Owner shall designate, whereupon the surety shall, within fifteen (15) days after the written notice of termination for cause has been served upon the Contractor and the surety or its authorized agents, assume the obligations of the Contractor for the Work or that portion of the Work which the Owner has ordered the 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 Contractor's default. In the event of termination for cause involving Clause (b)(1) or (b)(2), the Surety shall assume the Contractor's place in all respects, and the amount of funds remaining unpaid under the Contract shall be paid by the Owner for all Work performed by the surety or the replacement contractor in accordance with the terms of the Contract Documents, subject to any rights of the Owner to deduct any costs, damages, or liquidated or actual damages that the Owner may have incurred, including but not limited to additional fees and expenses of the Architect/Engineer and attorneys fees, as a result of such termination. (c) The balance of the Contract Sum remaining at the time of the 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 Contractor to discontinue, then the Owner shall have the power to complete the Work by contract or otherwise, as it may deem necessary. The 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 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 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 Contractor and the surety shall be liable to the Owner for any costs incurred in excess of the balance of the Contract Sum for the completion and correction of the Work, and for any other costs, damages, expenses (including but not limited to additional fees of the Architect/Engineer and attorney's fees), and liquidated or actual damages incurred as a result of the termination. (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 Contractor, then the Owner may pay to the Contractor (or the Surety, in the event of a complete termination for cause) the difference in the cost, provided that the 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 RFP 5241 EXHIBIT 3 Contractor, then the 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 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 right to terminate this Contract for the convenience of the Owner (including but not limited to nonappropriation 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 Contractor. Upon the Contractor's receipt of such written notice, the Contractor shall cease the performance of the Work and shall take reasonable and appropriate action to secure and protect the Work in place. The 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 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 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 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 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 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 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 Contractor under Subparagraph 4.3 of these General Conditions: (1) an equitable extension of the Contract Time, not to exceed the actual delay caused by the temporary suspension as determined by the Architect/Engineer and the Owner; (2) an equitable adjustment to the Contract Sum for the actual, necessary, and reasonable costs of properly protecting any Work that is finished or partially finished during the period of the temporary suspension (no profit and overhead shall be allowed on top of these costs); and RFP 5241 EXHIBIT 3 (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 governed by the laws and case decisions of the State of Texas, without regard to conflict of law or choice of law principles of Texas or of any other state. (b) This Contract is entered into subject to and controlled by the Charter and ordinances of the City of Denton and all applicable laws, rules, and regulations of the State of Texas and the Government of the United States of America. 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 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 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 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 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 Contractor by the Contract Documents and the rights and remedies available to the Owner under the Contract Documents shall be in addition to, and not a limitation of, any duties, obligations, rights, and remedies otherwise imposed or made available by law. (b) No action or failure to act by the Owner shall constitute a waiver of a right afforded the Owner under the Contract Documents, nor shall any action or failure to act by the Owner constitute approval of or acquiescence in a breach of the Contract by Contractor, except as may be specifically agreed in writing by Change Order or Supplemental Agreement. RFP 5241 EXHIBIT 3 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 Contractor is that of an independent contractor. The 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 Contractor an agent, servant, or employee of the Owner, or making the Contractor or any of the 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 Contractor covenants that he will take all necessary actions to insure that, in connection with any work under this Contract, the 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 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 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 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. RFP 5241 EXHIBIT 3 EXHIBIT E PAYMENT BOND STATE OF TEXAS COUNTY OF DENTON & Bond No. 4392194 KNOW ALL MEN BY THESE PRESENTS: That Floyd Smith Concrete, Inc.�ose address is PO Box 1781, Denton, TX 76202, hereinafter called Principal, and SureTec Insurance Company 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 reinafter referred to, in the penal sum of Two Hundred Fifty Thousand DOLLAR 250,000 m 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 2013-255, with the City of Denton, the Owner, dated the 17 day of Se tep mber A.D.2013 �opy of whic is hereto attached and made a part hereof, for RFP 5241 Concrete Repair and Installation Services NOW, THEREFORE, if the Principal shall well, truly and faithfully perform its duties and make prompt payment to all persons, firms, subcontractors, corporations and claimants supplying labor and/or material in the prosecution of the Work provided for in said Contract and any and all duly authorized modifications of said Contract that may hereafter be made, notice of which modifications to the Surety being hereby expressly waived, then this obligation shall be void; otherwise it shall remain in full force and effect. PROVIDED FURTHER, that if any legal action be filed on this Bond, exclusive venue shall lie in Denton County, Texas. AND PROVIDED FURTHER, that the said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract, or to the Work to be performed thereunder, or to the Plans, Specifications, Drawings, etc., accompanying the same, shall in anywise affect its obligation on this Bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract, or to the Work to be performed thereunder, or to the Plans, Specifications, Drawings, etc. RFP 5241 EXHIBIT 3 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 execute in four copies, each one of which shall be deemed an original, this the 17 day of September, 2013 ATTEST: J n PRINCIPAL Signature on File Floyd Smith Concrete„Ina BY: SECRETARY Signature on File SECRETARY( ) `"� BY:_Signature PRESIDENT ATTEST: ,,Signature on File BY: _ 0 SURETY: SureTec Insure Company BY: -Signature on File (Angela nenar K) At tUK1rr. Y-u'N-r:AL 1 The Resident Agent of the Surety in Denton County, Texas for delivery of notice and service of the process is: NAME: Agents Alliance Services. Ltd. STREET ADDRESS: 510 N. I-35 E. Denton, TX 76205 (NOTE: Date of Payment Bond must be date of Contract. If Resident Agent is not a corporation, give a person's name) RFP 5241 EXHIBIT 3 POA a: 4221565 SureTec Insurance Company LIMITED POWER OF ATTORNEY Know All Men by These Presents, That SURETEC INSURANCE COMPANYI he "Company") a corporationduly organized and existing under the laws of the State of Texas, and having' its principal office in Houston, Harris County, Texas, does by these presents make, constitute and appoint Jeffrey P. King, Becky McKnight, James E. King, Angela Kendricl"Greg Sidwell, Erin Atkins its true and lawful Attorney-in-fact,' with full power and authority hereby conferred in its name, place and stead, to execute, acknowledge and deliver any and all bonds, recognizances, undertakings or other instruments or contracts of suretyship to include waivers to the conditions of contracts and consents of surety for: One Million Five Hundred Thousand Dollars and no/100 ($1,500,000.00)x/' and to bind the Company thereby as fully and to the same extent as if such bond were signed by the President, sealed with the corporate seal of the Company and duly attested by its Secretary, hereby ratifying and confirming all that the said Attorney -in -Fact may, do in the premises. Said appointment shall continue in force! until 1213112015 and is made under and by authority of the following resolutions of the Board of Directors of the SureTec Insurance Company: Beit Resolved, that.the President, any Vice -President, any Assistant Vice-Presidnt,;'any Secretary or any Assistant Secretary shall be and is hereby vested with full power and authority to appoint any one or more suitable persons as Attomey(s)-in-Fact to represent and act for and on behalf of the Company subject to the following provisions: Attorney -in -Fact may be given full power and authority for and in the name of and of behalf of the Company, to execute, acknowledge and deliver, any and all bonds, recognizances, contracts, agreements or indemnity and other conditional or obligatory undertakings and any and all notices and documents canceling or terminating the Company's liability thereunder, and any such instruments so executed` by any such Attorney -in -Fact shall be binding upon the Company as if signed by the President and sealed and effected by the Corporate Secretary. Be it Resolved, that the signature of any authorized officer and seal of the Company heretofore or hereafter affixed to any power of attorney or any certificate relating thereto by facsimile, and any power of attorney or certificate bearing facsimile signature or facsimile seal shall be -valid and binding upon the Company with respect to any bond or undertaking towhichit is attached. (Adopted at a meeting held on-2tT� of April, 1999.) In Witness Whereof, SURETEC INSURANCE COMPANY has caused these presents to be signed by its President, and its corporate seal to be hereto affixed this 21 st day of March, A.D. 2033. SURFTFC iNCilRANCF. COMPANY pyURa"F" Signature on File UJ F John Ir%x Jr: resident State of TexasCP County of Harris On this 21st day of March, A.D; 2013 before me personally came John Knox Jr., to me known, who, being by me duly sworn, did depose and say, that he resides in Houston, Texas, that he is President of SURETEC INSURANCE COMPANY, the company described in and which executed the above instrument, that be knows the seal of said Company; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said Company; and that he signed his name thereto by like order. JACQUELYN MALDONADO Signature on File Notary Public State o1 Texas My Comm. Exp. 5/1ene17 JacglielynMaldonado Notary Public My commission expires May 18, 2017 1, M. Brent Beaty, Assistant Secretary of SURETEC INSURANCE COMPANY, do hereby certify that the above and foregoing is a true and correct copy of a Power of Attorney, executed by said Company, which is still in full force and effect, and furthermore, the resolutions of the Board of Directors, set out in the Power of Attorney are in full force and effect. w Given under my hand and the seal of said Company at Houston, Texas this day of%' A..D. Signature on File M.,Bredt Beaty; Assistant Secretary Anynstrument Issued in excess of the penalty stated above is totally void and without any validity. For verification of the authority of this power you may call (713) 812-0800 any business day between 8:00 am and 5:00 pm CST. EXHIBIT 3 EXHIBIT E PERFORMANCE BOND STATE OF TEXAS COUNTY OF DENTON Bond No. 4392194 KNOW ALL MENBY THESF, PRESENTS: That Floyd Smith Concrete, In&�Whose address is PO Box 1781, Denton, TX 76202 hereinafter called Principal, and SureTec Insurance Companyw �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 Stat of Texas, hereinafter called Owner, in the penal sum of Two Hundred fifty thousand DOLLAR 250 00 , in lawful money of the United States, to be paid in Denton County, Texas, for the payment of which sum well and truly to be made, we hereby bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents. 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 2013-255 , with the City of Denton, the Owner, dated the 17 day of September A.D. 201.3 copy of whic,}� '�'s hereto attached and made a part hereof, for RFP 4 5241 Concrete Repair and Installation Services. ✓ NOW, THEREFORE, if the Principal shall well, truly and faithfully perform and fulfill all of the undertakings, covenants, terms, conditions and agreements of said Contract in accordance with the Plans, Specifications and Contract Documents during the original term thereof and any extension thereof which may be granted by the Owner, with or without notice to the Surety, and during the life of any guaranty or warranty required under this Contract, and shall also well and truly perform and fulfill all the undertakings, covenants, terms, conditions and agreements of any and all duly authorized modifications of said Contract that may hereafter be made, notice of which modifications to the Surety being hereby waived; and, if the Principal shall repair and/or replace all defects due to faulty materials and workmanship that appear within a period of two (2) years from the date of final completion and final acceptance of the Work by the Owner; and, if the Principal shall fully indemnify and save harmless the Owner from all costs and damages which Owner may suffer by reason of failure to so perform herein and shall fully reimburse and repay Owner all outlay and expense which the Owner may incur in making good any default or deficiency, then this obligation shall be void; otherwise, it shall remain in full force and effect. RFP 5241 EXHIBIT 3 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 ' executed in four copies, each one of which shall be deemed an original, this the 17 day of September, 2013. ATTEST: Signature on File BY: SECRETARY' ) ATTEST: Signature on File BY: PRINCIPAL Floyd Stn. th Concrgte, Inc. BYSignature on File PRESIDEIKT SURETY SureTec Insurance Company , Signature on File) BY: (Angela K drick) A ORNEY-IN-FACI The Resident Agent of the Surety in Denton County, Texas for delivery of notice and service of the process is: NAME: Aizents Alliance Services, Ltd. STREET ADDRESS: 510 N. 1-35 E. Denton, TX 76205 (NOTE: Date of Performance Bond must be date of Contract. If Resident Agent is not a corporation, give a person's name.) RFP 5241 EXHIBIT 3 PoA a: 4221565 SureTec Insurance Company LIMITED POWER OF ATTORNEY Know All Men by These Presents, That SURETEC INSURANCE COMPANY -Company"), a corporation duly organized and existing under the laws of the State of Texas, and having its principal office in Houston, Harris County; Texas, does by these presents make, constitute and appoint /' Jeffrey P. King, Becky McKnight, James E. King, Angela Kendric{rJ. Greg Sidwell, Erin Atkins its, true and lawful Attorney-in-fact, with full power and authority hereby conferred in its name, place and stead, to execute,acknowledge and deliver' any and all bonds, recognizances, undertakings or other instruments or contracts of suretyship to include waivers to the conditions of contracts and consents of surety for: One Million Five Hundred Thousand Dollars and no/100 ($1,500,000.00) and to bind the Company thereby as fully and to the same extent as; if such bond were signed by the President, sealed with the corporate seal of the Company and duly attested by its Secretary, hereby ratifying and confirming all that the said Attorney -in -Fact may do in the premises. ; Said appointment shall continue in force until 12/31/2015 and is made under and by authority of the following resolutions of the Board of Directors of the SureTec Insurance Company; Be it Resolved, that the President, any Vice -President, any Assistant Vice -President, any Secretary or any Assistant Secretary shall be and is hereby vested with full power and authority to appoint any one or more suitable persons as Attomey(s)•in-Fact to represent and act for and on behalf of the Company subject to the following provisions: Attorney -in -Fact may be given full power and authority for and in the name of and of behalf of the Company, to execute, acknowledge and ` deliver, any and all bonds, recognizances, contracts, agreements or indemnity and other conditional or obligatory undertakings and any and all notices and documents canceling or terminating the Company's liability thereunder, and any such instruments so executed by any such Attorney -in -Fact shall be binding upon the Company as if signed by the President and sealed and effected by the Corporate Secretary, BeitResolved, that the signature of any authorized officer and seal of the Company heretofore or hereafter affixed to any power of attorney or any certificate relating thereto by facsimile, and any power of attorney or certificate bearing facsimile signature or facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to which it is attached, (Adopted at -a meeting held on 20" of April, 1999.) In Witness Whereof, SURETEC INSURANCE COMPANY has caused these presents to be signed by its President, and its corporate seal to be hereto affixed this 21st day of March; A.D. 2013. �A°ANN SURE` -Pt-TrrsrrDsrrrV rnnrn6NY .: F" Signature on File By: 1 John Iiyriox Jr:'' resident State of Texas ss: �s:g `. � : Y�� County of HarrisT f On this 21srday of March, A.D. 2013 before me personally came John Knox Jr., to me known, who, being by me duly sworn, did depose and say, that he resides in Houston; Texas, that he is President of SURETEC INSURANCE COMPANY, the company described in and which executed the above instrument; that he knows the seal of said Company; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said Company; and that he signed his name thereto by like order. - JACQUELYN MALDONADD Signature on File Notary Public State oiTexas • My Comm. Exp. 5118/2017 Jacq elyn Maldonado, Notary. Public - My commission expires May 18, 2017 I, M. Brent Beaty, Assistant Secretary of SURETEC INSURANCE COMPANY, do hereby certify that the above and foregoing is, a true and correct copy of a Power of Attorney, executed by said Company, which is still in full force and effect; and furthermore, the resolutions of the Board of Directors, set out in the Power of Attorney are in full force and effect. Given under my hand and the seal of said Company at Houston, Texas this day of SeAp m ; r� VJA.D. Signature on File M. Bred Beaty, Assistant §ecretary Any instrument issued in excess of the penalty stated above is totally void and without any validity. For verification of the authority of this power you may call (713) 812.0800 any business day between 8:00 am and 5;00 pm CST. EXHIBIT 3 EXHIBIT G RFP 5241- Pricing for Concrete Repair and Installation Services 1 Respondent's Name: Floyd Smith Concrete BAFO 2 Will cement supplied for under this contract be manufactured using a dry or wet kiln? Indcate Dry or Wet Dry 3 Number of Business Days to Mobilize to jobsite after notice to proceed? 2 Proposal Pricing: Item # Est. Qty' Y UOM Product Description Unit Pricing 4 200 LF DOWEL -ON INTEGRAL (WITH ONE 3/8" STEEL BAR) $ 8.34 5 5000 LF CONCRETE CURB & GUTTER ( WITH FIBERS) -0 TO 250 LF $ 14.60 6 5000 LF CONCRETE CURB & GUTTER ( WITH FIBERS) -251 TO 1000 LF $ 14,60 7 3000 LF CONCRETE CURB & GUTTER ( WITH FIBERS) -1001 - 5000 LF $ 14.01 8 2000 LF CONCRETE CURB & GUTTER ( WITH FIBERS) - > 5001 LF $ 13.43 9 500 LF 30" SURMOUNTABLE CURB/FIBERS (1 to 250 LF) $ 21.01 10 1000 LF 30" SURMOUNTABLE CURB/FIBERS (251-1000 LF) $ 20.50 11 250 SY 6" CONCRETE SIDEWALK (WITH FIBER & STEEL) $ 45.86 11a 250 SY 6" CONCRETE SIDEWALK/FIBERS - 0 TO 50 SY $ 40.39 12 1000 SY 4" CONCRETE SIDEWALK/FIBERS - 0 TO 50 SY $ 39.69 13 1000 SY 4" CONCRETE SIDEWALKIFIBERS - 51 TO 100 SY $ 39.69 14 1500 SY 4" CONCRETE SIDEWALKIFIBERS - 101 TO 500 SY $ 39,69 15 1000 SY 4" CONCRETE SIDEWALKIFIBERS --601 TO 1000 SY $ 38.52 16 10 SY CONCRETE MEDIANS PATTERNED $ 83.39 17 10 SF CONCRETE STEPS $ 27.80 18 5000 SY CONCRETE RIP -RAP AND DRAINAGE FLUMES 6" $ 46.80 19 2000 LF CONCRETE FLUMES 6" - 7' WIDE W/6" CURBS $ 54.00 20 2000 LF CONCRETE FLUMES 6" - 11' WIDE W/6" CURBS $ 74.58 21 5000 LF SAW CUT (EXISTING ASPHALT) $ 2.05 22 50o0 LF SAW CUT (EXISTING CONCRETE) $ 3.51 23 3000 CY STRUCTURAL CONCRETE -(CLASS A) 5 -SACK $ 454.20 24 5000 CY STRUCTURAL CONCRETE - (CLASS C) 5 1/2 SACK $ 458.65 25 3000 CY STRUCTURAL CONCRETE - (CLASS S) 6 -SACK $ 465.32 26 50 CY CONCRETE FOR LIGHT STANDARD BASES $ 467.00 27 100 EA CONCRETE FOR TRAFFIC CONTROLLER BOX $ 537.00 28 100 EA WATER SERVICE ADJUSTMENTS $ 291.87 29 500 LS MISC. SPRINKLER SYSTEM ADJUSTMENTS $ 291.87 30 100 EA RING & COVER (INLETS 24" LOCKING 124C) $ 265.00 31 50 EA RING & COVER (INLETS 30" LOCKING 124C) $ 350.00 32 loco SY REMOVE CONCRETE PAVEMENT . $ 29.19 33 5000 LF REMOVE CONCRETE CURB & GUTTER $ 8.17 34 2500 SY REMOVE CONCRETE DRIVEWAY & SIDEWALK $ 26.27 35 3000 CY UNCLASSIFIED EXCAVATION $ 20.43 36 1000 CY COMPACTED FILUEMBANKMENT $ 32.11 37 750 SY ST. AUGUSTINE SOD $ 8.10 38 1000 SY BERMUDA SOD $ 7.20 39 500 SY 0" TO 2" ASPHALT PAVE (TYPE D PATCH MATERIAL) $ 20.43 40 l000 SY 2" TO 4" ASPHALT PAVE (TYPE D PATCH MATERIAL) $ 30.65 41 1000 SY 4" TO 6" ASPHALT PAVE (TYPE D PATCH MATERIAL) $ 36.72 42 1000 SY 6" TO 8" ASPHALT PAVE (TYPE D PATCH MATERIAL) $ 40.86 43 559 SY 4" CONCRETE FLATWORK (COLORED/TEXTURED)- 0 TO 100 SY $ 82.89 44 1000 SY 4" CONCRETE FLATWORK (COLORED/TEXTURED) - 101 TO 500 SY $ 81.72 45 1000 SY 4" CONCRETE FLATWORK (COLORED/TEXTURED)- > 501 SY $ 80.56 W -I' 5241 EXHIBIT 3 EXHIBIT G Item # Est. Qty. UOM Product Description Unit Pricing 46 2000 SY 6" CONCRETE PAVEMENT (RADIUS, ETC.) WITH 3/8" STEEL ON 18" CENTERS - 0 TO 50 SY $ 42.03 47 2000 SY 6" CONCRETE PAVEMENT (RADIUS, ETC.) WITH 3/8" STEEL ON 18" CENTERS - 51 TO 100 SY $ 42.03 48 1 2000 SY 6" CONCRETE PAVEMENT (RADIUS, ETC.) WITH 318" STEEL ON 18" CENTERS -101 TO 500 SY $ 40.87 49 2500 SY 6" CONCRETE PAVEMENT (RADIUS, ETC.) WITH 3/8" STEEL ON 18" CENTERS -500 TO 1000 SY $ 39.69 50 2000 SY 8" CONCRETE PAVEMENT (RADIUS, ETC.) WITH 3/8" STEEL ON 18" CENTERS -0 TO 50 SY $ 48.80 51 2000 SY 8" CONCRETE PAVEMENT (RADIUS, ETC.) WITH 3/8" STEEL ON 18" CENTERS- 51 TO 100 SY $ 48.80 52 2000 SY 8" CONCRETE PAVEMENT (RADIUS, ETC.) WITH 3/8" STEEL ON 18" CENTERS -101 TO 500 SY $ 47.64 53 1000 SY 10" CONCRETE PAVEMENT (RADIUS, ETC.) WITH 3/8" STEEL ON 18" CENTERS - 0 TO 50 SY $ 56.04 54 1000 SY 10" CONCRETE PAVEMENT (RADIUS, ETC.) WITH 3/8" STEEL ON 18" CENTERS -51 TO 100 SY $ 56.04 55 1000 SY 10" CONCRETE PAVEMENT (RADIUS, ETC.) WITH 3/8" STEEL ON 18" CENTERS- 101 TO 500 SY $ 54.87 56 750 SY 12" CONCRETE PAVEMENT (RADIUS, ETC.) WITH 3/8" STEEL ON 18" CENTERS -0 TO 50 SY $ 65.38 57 750 SY 12" CONCRETE PAVEMENT (RADIUS, ETC.) WITH 3/8" STEEL ON 18" CENTERS- 51 TO 100 SY $ 65.38 58 750 SY 12" CONCRETE PAVEMENT (RADIUS, ETC.) WITH 3/8" STEEL ON 18" CENTERS -101 TO 500 SY $ 63.04 59 500 CY 1 1/2 SACK CONCRETE BACKFILL $ 78.00 60 500 CY 5 SACK CONCRETE $ 88.00 61 100 EA ADJUST MANHOLE & INLETS $ 700.00 62 250 LS TYPE A HEADWALLS (15" to 36" PER PIPE) $ 2,568.48 63 250 LS TYPE A HEADWALLS (39" TO 72" PER PIPE) $ 4,669.96 64 250 1 LS ' TYPE B HEADWALLS (15" TO 36" PER PIPE) $ 2,568.4.8 65 250 LS TYPE B HEADWALLS (39" TO 72" PER PIPE) $ 4,669.96 66 100 LS 6: 1 SETs HEADWALLS for 15" PIPE $ 550.00 67 100 LS 6: 1 SETS HEADWALLS for 18" PIPE $ 575.00 68 100 LS 6: 1 SETS HEADWALLS for 24" PIPE $ 600.00 69 100 LS 6: 1 SETs HEADWALLS for 30" PIPE $ 675.00 70 100 LS 6: 1 SETs HEADWALLS for 36" PIPE $ 775.00 71 100 LS 4: 1 SETs HEADWALLS for 15" PIPE $ 475.00 72 100 LS 4:1 SETs HEADWALLS for 18" PIPE $ 500.00 73 100 LS 4: 1 SETs HEADWALLS for 24" PIPE $ 525.00 74 100 LS 4: 1 SETs HEADWALLS for 30" PIPE $ 550.00 75 100 LS 4: 1 SETs HEADWALLS for 36" PIPE $ 575.00 76 10 EA 4' ID MANHOLE (0 TO 6" DEPTH) $ 2,101.48 77 1 VF EXTRA DEPTH $ 233.50 78 50 EA 5'X 5" JUNCTION BOX (0' TO 6' DEPTH) $ 2,218.23 79 1 VF EXTRA DEPTH $ 175.12 80 50 EA 4'X 4' JUNCTION BOX (0' TO 6' DEPTH) $ 1,984.73 81 1 VF EXTRA DEPTH $ 145.94 82 50 EA 6'X 6' JUNCTION BOX (0' TO 6' DEPTH) $ 2,218.23 83 1 VF EXTRA DEPTH $ 175.12 84 50 EA 5' INLET (0' TO 6' DEPTH) $ 1,984.73 85 1 VF EXTRA DEPTH $ 116.73 86 50 EA 8' INLET (0' TO 6' DEPTH) $ 2,451.73 87 9 VF EXTRA DEPTH $ 175.12 88 100 EA 10' INLET (0' TO 6' DEPTH) $ 2,685.23 89 1 VF EXTRA DEPTH $ 204.31 90 100 EA 12' INLET (0' TO 6' DEPTH) $ 3,035.23 91 1 VF EXTRA DEPTH $ 262.69 92 25 EA 15' INLET (0' TO 6' DEPTH) $ 3,852.72 93 1 VF EXTRA DEPTH $ 291.87 94 8 EA 20' INLET (0' TO 6' DEPTH) $ 5,136.96 95 1 VF EXTRA DEPTH I $ 350.25 96 100 EA 10' RECESSED INLET $ 3,035.23 RFP 5241 EXHIBIT 3 CVU1C T! Item # Est. Qty. UOM Product Description Unit Pricing 97 100 EA 12' RECESSED INLET $ 3,268.98 98 100 EA "Y" INLET (INCLUDES APRON, RING & COVER) $ 2,159.86 99 200 EA 4' INLET -REBUILT INLET (REMOVE & REPLACE TOP) $ 1,050.75 100 200 EA 6' INLET -REBUILT INLET (REMOVE & REPLACE TOP) $ 1,075.76 101 200 EA 8' INLET -REBUILT INLET (REMOVE & REPLACE TOP) $ 1,175,00 102 200 EA 10' INLET -REBUILT INLET (REMOVE & REPLACE TOP) $ 1,400.97 103 43 1 LS BARRICADES, WARNING SIGNS & DETOURS $ 337.11 104 750 EA 5' TYPE IA WHEEL CHAIR RAMP (ALL WITH ADA BRICK INSERTS) $ 1,173.33 105 750 EA 8' TYPE IA WHEEL CHAIR RAMP (ALL WITH ADA BRICK INSERTS) $ 1,541.09 106 250 EA 10' TYPE IA WHEEL CHAIR RAMP (ALL WITH ADA BRICK INSERTS) $ 11716.21 107 1000 EA d' TYPE IA WHEEL CHAIR RAMP (ALL WITH ADA BRICK INSERTS) $ 1,050.00 107a 750 EA 5' TYPE IB WHEEL CHAIR RAMP (ALL WITH ADA BRICK INSERTS) $ 2,551.59 107b 750 EA 8' TYPE IB WHEEL CHAIR RAMP (ALL WITH ADA BRICK INSERTS) $ 2,779.74 107c 250 EA 10' TYPE IB WHEEL CHAIR RAMP (ALL WITH ADA BRICK INSERTS) $ 3,168.90 107d 1000 EA 4' TYPE IB WHEEL CHAIR RAMP (ALL WITH ADA BRICK INSERTS) $ 2,001.41 108 50 1 EA 5' TYPE II WHEEL CHAIR RAMP (ALL WITH ADA BRICK INSERTS) $ 2,364.17 109 20 EA 8' TYPE II WHEEL CHAIR RAMP (ALL WITH ADA BRICK INSERTS) $ 2,835.00 110 20 EA 10' TYPE II WHEEL CHAIR RAMP (ALL WITH ADA BRICK INSERTS) $ 3,158.90 111 100 EA 4' TYPE II WHEEL CHAIR RAMP (ALL WITH ADA BRICK INSERTS) $ 2,1.01.48 112 50 EA STYPE III WHEEL CHAIR RAMP (ALL WITH ADA BRICK INSERTS) $ 1,117.46 113 20 1EA 8' TYPE III WHEEL CHAIR RAMP (ALL WITH ADA BRICK INSERTS) $ 1,467.70 114 20 EA 10' TYPE III WHEEL CHAIR RAMP (ALL WITH ADA BRICK INSERTS) $ 1,634.49 115 75 EA 4' TYPE III WHEEL CHAIR RAMP (ALL WITH ADA BRICK INSERTS) $ 1;050.00 116 BONDS FOR PROJECTS OVER $250,000 $ 3,250.00 **NOTE: Price listed above applies to the minimum contract value amount requiring separate bonds in the amount of 110% of the contract sum for that particular Council -approved project. Any additional amount above $250,000 up to $225,000 (total contract price up to $500,000) will be billed at 1 % of that additional amount and added to the $3,250 minimum listed above. Furthermore, any additional amount in excess of $500,000 total contract price will be billed at 0.7% of that additional amount and added to the. $3,250 minimum listed above. fi , . RFP 5241 Floyd Smith Concrete, Inc. EXHIBIT 3 EXHIBIT G City of Denton RFP #5241 FLOYD SMITH CONCRETE, INC. P.O. BOX 1781 DENTON, TX 76202 Section IV-ToC PROPOSAL IN RESPONSE TO: RFP 5241 RFP FOR CONCRETE REPAIR AND INSTALLATION SERVICES (CURB & GUTTER, STREET REPLACEMENT REPAIR AND FLAT WORD) FOR THE CITY OF DENTON REP: GLENN ZAHN PH: 940-565-0114 FAX: 940-382-5691 EMAIL: FSCINC 1 @VERIZON.NET RFP 6241 FloydSmith Concrete, Inc. EXHIBIT 3 EXHIBIT G City of Denton RFP #5241 Section IV-ToC TABLE OF CONTENTS 1 Statement of Contractor's Understanding of Project Requirements 2 Business Overview 3 Pricing 4, Equipment Schedule 5. Attached Materials RFP 5241 EXHIBIT 3 EXHIBIT G Floyd Smith Concrete, Inc. City of Denton RFP #5241 Section IV-ToC Statement of Contractor's Understanding of Project Requirements • > The City of Denton is requesting proposals to identify a competent, reliable, and proven Contractor to provide goods and services to meet the concrete repair, installation, and replacement needs of the various Departments on any and/or all City properties, including, but not limited to, streets, sidewalks, parks, and parking lots. • The City of Denton requires a Contractor that can deliver quality products in a timely fashion, at a reasonable cost that provides durable, functional, tangible assets/infrastructure that the Citizens can utilize to improve the quality of living, and possibly encourage further growth and prosperity in the future. • The City of Denton requires a Contractor that is fully capable of handling the considerable workload that a Municipality of such size demands from its many Departments without sacrificing quality of work or hindering the progress of the Departments with whom itis working in conjunction with. • The City of Denton requires a Contractor with a demonstrated ability to communicate well, address any and all issues related to the Project, and provide knowledgeable insights or perspectives, and make determinations in the best interest of the City, with representatives/employees at all levels. • The City of Denton requires a Contractor that shares its desire to place the highest value on safety and also shares its desire to take consideration of the level to which its practices impact the environment. As such, a Contractor that has a documented history of implementing new policies and procedures in both areas would be preferable. • The City of Denton requires a Contractor that can be available to perform necessary tasks and quickly mobilize to ensure that the Citizens needs are met and any undue inconveniences are rectified promptly, even on very short notice. + The City of Denton requires a Contractor that can be trusted to uphold the values and standards of ethics at the same levels that it demands of itself and its representatives. A Contractor that can interact with Citizens in a variety of settings and is certain to treat all Citizens with the utmost respect, regardless of the particular circumstance. RFP 5241 EXHIBIT 3 EXHIBIT G Floyd Smith Concrete,Inc. City of Denton RFP #5241 Section IV-ToC BUSINESS OVERVIEW QUESTIONNAIRE 1. Contractor Name: Floyd Smith Concrete, Inc. 2. Mailing Address: P.O. Box 1781 Denton, TX 76202 3. Physical Address: 1519 Wil owwood St. Denton, TX 76205 4. Does your company have an established physical presence in the State of Texas, or the City of Denton? Yes, see attached Certificate of Status. S. Tax Payer ID#: 75-2694102 6. Email Address of Primary contact: fscinel*a verizon.net 7. Website Address: N/A 8. Telephone: (940) 565-0114 9. Fax: (940) 382-5691 10. Other Locations: N/A 11. Organization Class: Sub -S Corporation 12. Date Established: 1997 Incorporated. ,Though the company was established in 1947 and has been in the concrete construction business in Denton since then. 13. Former Business Name: N/A 14. Date of Dissolution: N/A IS. Subsidiary of: N/A 16. Historically Underutilized Business: No 17. Principals and Officers: Aiko Smith, President:, Broad oversight of the Company, Advises on all strategic decisions, Authorizes all major financial commitments. Glenn Zahn, Secretary, Treasurer: Management of day-to-day business operations, Responsible for all financial transactions, Maintains relationships with Customers, 3 RFP 5241 EXHIBIT 3 EXHIBIT G Floyd Smith Concrete, Inc. City of Denton RFP #5241 Section IV-ToC Suppliers, Associates, & Colleagues, Reports regularly to the President on the Company's direction, Consults daily with Superintendent on field operations, project status, scheduling, logistics, and estimating. 18. Key Personnel and Responsibilities. Carlos Salazar, General Superintendent of Field Operations: Management of day -today field operations, Responsible for meeting with project supervisors to discuss any and all issues related to projects before, during, and after work has been completed. Responsible for scheduling upcoming projects and determining crew assignments. Responsible for advance scheduling of material delivery for each project, confirmingtcancelling daily concrete orders and tags as well as determining how to group small projects logistically for concrete delivery. Coordinating with Supervisors of other trades to ensure efficient and cooperative effort are achieved on each project. Maintains relationships with his counterparts within each Department for each Customer. Responsible for authorizing site adjustments/changes. Works with customer to solve any and all unforeseen issues. Delegates responsibilities to and communicates daily with each Crew Foreman. Oversees all safety meetings and training. Monitors morale among field personnel as well as technical proficiency to ensure consistency in the quality of work performed. Consults daily with Secretary on project status, scheduling, logistics, and estimating. 19. Number of Personnel by Discipline: Discipline Number of Staff # Registered Assistant Superintendent 1 Crew Foreman 5 Concrete Finisher 8 Equipment Operator 5 Form Setter 10 Common Laborer 5 20. Services Provided by Firm: Please provide a detailed' listing of all services that your company provides. Our firm provides the following services: • Concrete sawing • Concrete removal • Concrete disposal • Concrete core drilling • Selective demolition • Excavation • Compaction of subgrade • New installation or repair of existing concrete curb & gutter (24" or 30" surmountable) • New installation or repair of existing concrete sidewalks (ADA Compliant) • New installation or repair of existing concrete drive approaches with radii 4 RFP 5241 EXHIBIT 3 EXHIBIT G Floyd Smith Concrete, Inc. City of Denton RFP #5241 Section IV-ToC + New installation or repair of existing concrete flat work such as driveways, parking lots, recreation surfaces, bus stop pads, bench pads, & other gathering areas • New installation or repair of existing concrete street segments • New installation or repair of existing concrete drainage structures such as: Inlets -Junction Boxes -Manholes -CIP Box Culverts Safety End Treatments -Headwalls + Wingwalls -Channels -Rip rap -Flumes -Detention Ponds -Outlet Structures -Weirs • New installation or repair of existing concrete retaining wails • New installation or repair of existing ADA Ramps • New installation or repair of existing patterned concrete medians • New installation of structural concrete of all types • Asphalt patching (small scale) • Installation of new sodding • Concrete waterproofing • Decorative concrete such as -Application of powder color hardener, release, texture application, stamping, & sealing. Application of concrete stain after cleaning & prepping existing surface. -Mixing and finishing concrete with color additives. Please detail your prior experience working on similar projects with Texas governmental entities. A large portion of our prior experience comes from being awarded the annual concrete maintenance contract for the City of Denton. Most recently, we were awarded Contract #3515 and Contract s #2824 and #2281 in the preceding years. however, we have also worked on similar projects with the City of Lewisville, Denton County, the City of Euless and the Texas Department of Transportation in the past. Primarily, our work with those entities was installation of concrete curb & gutter, drive approaches, sidewalks, inlets, and wheelchair ramps; but we have gained a breadth of experience from our time with the many departments within the City of Denton and working to meet the various specific needs that apply to each. Please detail your similar services provided over the past two (2) years. Over the past two years we have provided a number of various services to all departments of the City of Denton, as well as, Denton County, TxDOT, the City of Garland, Denton ISD, Peterbilt Motors Co., JCPenney's Distribution Center, and 5 RFP 5241 EXHIBIT 3 EXHIBIT G Floyd Smith Concrete, Inc. City of Denton RFP #5241 Section IV-ToC several other new Businesses within Denton, particularly in the growing industrial area and Municipal Airport. These services ranged from routine removal and replacement or other maintenance to existing concrete structures such as sidewalks, drive approaches, parking lots, curb & gutter, ADA -Compliant improvements, drainage structures, and street segments. We have also performed services such as restoration & beautification of concrete in public areas, installation of decorative concrete in a number of locations and in various forms, made safety -conscious additions/improvements to the City Libraries, Public Swimming Pool, Waterworks Park, Skate Park, and numerous properties maintained by the Parks & Recreation Department. Detail documented proof of at least three (3) projects in the past two (2) years. Please detail these services, including, the nature of the services provided, and the scope of the activities, the organizations for which the services were provided., the dates of the projects, and the documented benefit to the governmental entity. 21. Has your company filed or been named in any litigation involving your company and the Owner on a contract within the last five years under your current company name or any other company name? If so provide details of the issues and resolution if available. Include lawsuits where Owner was involved. No. 22. Please provide at least (3) three references (preferably municipalities) and contract amounts. Include project description, contact names, position, and organization name and telephone number for each reference listed. See attachment F. 23. 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. 24. 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. 25. 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? Yes 26. Please indicate the total number of projects your Firm has undertaken within the last five years? We have completed a large number of projects of variable scope under our City of Denton Contract #3516. It is safe to say that we have undertaken approx. 50 large- scale projects/new installation and/or repair ($50,000-$100,000 or greater) over the past five years; approx. 250 medium -scale projects/new installation and/or repair ($25,000-50,000); and over two -thousand small-scale projects/repair jobs ($1425,000). 27. Insurance Information a. Name of Insurance Carrier: Ramey & King Insurance Associates, Inc. 6 RFP 5241 EXHIBIT 3 EXHIBIT G Floyd Smith Concrete, Inc, City of Denton RFP #5241 Section IV-ToC b. Agent Name: Jeff King c. Address of Agency: 510 N. I -35E d. City/State: Denton, TX e. Phone Number: (940) 382-9691 f. Email address of Agent: je€fkiug@rameyking.com 28. List all subcontractors whom respondent estimates will fulfill 15% or more of the contract; None. 29. Resident/Non-Resident Bidder Determination: Texas Government Code Section 2252.002: Non-resident bidders. Texas law prohibits cities and other governmental units from awarding contracts to a non-resident firm unless the amount of such a bid is lower than the lowest bid by a Texas resident by the amount the Texas resident would be required to underbid in the non-resident bidders' state. In order to make this determination, please provide the name, address and phone number of: a. Proposing firms principle place of business: Floyd Smith Concrete, Inc. Mailing Address: P.O. Box 1781 Denton, TX 76202 Physical Address: 1519 Willowwood St. Denton, TX 76205 Phone: (940) 565-0114 b. Company's majority owner principle place of business: N/A c. Ultimate Parent Company's principle place of business: N/A 7 RFP 5241 EXHIBIT 3 EXHIBIT G Floyd Smith Concrete, Inc. City of Denton RFP #5241 PROJECT INFORMATION FORM Section IV-ToC Please detail three (3) of the most recent projects your firm has completed: Project#1 Name of Project: Peterbilt Motors Company -Concrete Flat Work Addition to East Side of Plant sign Phase:. N/A Study/Analysis, Preliminary Design, Design, ,Working Drawings rocurement.Phase, See Attached. Issue Documents for Construction, Receive Contractor submissions , Contractor notice to proceed' onstruction Pha See Attached. Initial Site Work, Installation of Equipment, Substantial Completion , Final Completion of Construction, Project Walk-through and Inspection Please detail the project, any known contractual issues, successes, or potential problems and solutions encountered. _Work was needed to add additional concrete flat work for placement of parts and materials outside of the plant. The project was a large undertaking that required substancial man support in order to complete the project as quickly as possible. Due to our strong working relationship with the Peterbilt engineers and maintenance personnel we did not experience any problems and the project was completed on time and on 8 RFP 6241 Floyd Smith Concrete, Inc. EXHIBIT 3 EXHIBIT G City of Denton RFP #5241 Project #2 Name, of Project: Peterbilt—Concrete Modifications to Rock Medians esign PhaseE.J NIA Study/Analysis, Preliminary Design, Design, Working Drawings roenretr�ent Phase: See Attchc Issue Documents for Construction, Receive Contractor submissions , Contractor notice to proceed Section IV-ToC nstetion Phase Sec Matte' Initial Site Work, Installation of Equipment, Substantial Completion , Final Completion of Construction, Project Walk-through and Inspection 9 RFP 5241 Floyd Smith Concrete, Inc. EXHIBIT 3 EXHIBIT G City of Denton RFP #5241 Project #3 Name of Project:Can-Fer Utilities—Garland Substation Entrance esn Phase: N/A Study/Analysis, Preliminary Design, Design, Working Drawings rLma erne t Phase: See Attache ' Issue Documents for Construction, Receive Contractor submissions , Contractor notice to proceed Section IV-ToC ` gstrttctlo Phase _ See Attach, Initial Site Work, Installation of Equipment, Substantial Completion , Final Completion of Construction, Project Walk-through and Inspection 10 RFP 5241 EXHIBIT 3 EXHIBIT G Floyd Smith Concrete, Inc. City of Denton RFP #5241 Section IV-ToC iin smilm" Please detail (3) three of the most recent projects your firm has completed: Project #1 Name of Project: Peterbilt Motors Company -Concrete Flat Work Addition to East Side of Plant Contract Award Date: 12/12/11 Actual Contract Completion Date: 12/30/11 Original Contract Required Completion Date:12/31/11 Desiln Phase; Date of Completion # of Days diff in N/A Requiredschedule Study/Analysis Preliminary Design Design Working Drawings y° ement Phase: 1 Issue Documents for Construction Receive Contractor submissions Contractor notice to proceed' onstruction Phas Initial Site Work 12/13/11 0 Installation of Equip Substantial Completion Final Completion of Construction 12/31/i3 0 Project Walk-through. and Inspection 12/31/13 0 li RFP 5241 Floyd Smith Concrete, Inc, EXHIBIT 3 EXHIBIT G City of Denton RFP #5241 Project #2 Name of Project: Peterbilt—Concrete Modifications to Rock Medians Contract Award Date:09/25/12 Actual Contract Completion Date: 11/30/12 Original Contract Required Completion Date: 11/30/12 esi n Phase: n/a Date of Completion # of Days diff in Required schedule Study/Analysis Preliminary Design Design Working Drawings t*renaei:Phase: n Issue Documents for Construction Receive Contractor submissions Contractor notice to proceed or�st�ructat, plt�� l 0 Initial Site Work 10/01!12 0 Installation of Equip Substantial Completion Final Completion of Construction 11/30/12 0 Project Walk-through and inspection 11/30/12 0 12 RFP 5241 Section IV-ToC EXHIBIT 3 EXHIBIT G Floyd Smith Concrete, Inc. City of Denton RFP #5241 Project#3 Name of Project: Can-Fer Utilities—Garland Substation Entrance Contract Award Date:1-27-12 Actual Contract Completion Date: 03/12/12 Original Contract Required Completion Date:03/12/12 si n Phase: na Date of Completion # of Days diff in Required schedule Study/Analysis Preliminary Design Mm.< Design Working Drawings rocarement Phase: See Attache Issue Documents for Construction Receive Contractor submissions Contractor notice to proceed o"tructio Phasesee,Attaeu . Initial Site Work�.,, .02/16/12 0 Installation of Equip Substantial Completion Final Completion of Construction 03!12/12 0 Project Walk-through and Inspection 0312/12/ we 0 13 RFP 5241 Section IV-ToC Floyd Smith Concrete, Inc. EXHIBIT 3 EXHIBIT G City of Denton RFP #5241 Section IV-ToC Signature on File Signs Company Date No Exceptions taken to this RFP. Signature Company Date 14 RFP 5241 EXHIBIT 3 EXHIBIT G Floyd Smith Concrete, Inc. City of Denton RFP #5241 Section IV-ToC •9 VA "A KKIJ a, 1 D E I!t • The City of Denton desires to avail itself of the benefits of Section 252.0435 of the Local Government Code, and consider the safety records of potential contractors prior to awarding bids on City contracts. Pursuant to Section 252,.0435 of the Local Government Code, the City of Denton has adopted the following written definition and criteria for accurately determining the safety record of a bidder prior to awarding bids on City contracts. The definition and criteria for determining the safety record of a bidder for this consideration shall be: The City of Denton shall consider the safety record of the bidders in determining the responsibility thereof. The City may consider any incidence involving worker safety or safety of the citizens of the City of Denton, be it related or caused by environmental, mechanical, operational, supervision or any other cause or factor. Specifically, the City may consider, among other things: a. Complaints to, or final orders entered by, the Occupational Safety and Health Review Commission (OSHRC), against the bidder for violations of OSHA regulations within the past three (3) years. b. Citations (as defined below) from an Environmental Protection Agency (as defined below) for violations within the past five (5) years. Environmental Protection Agencies include, but are not necessarily limited to, the U.S. Army Corps of Engineers (USACOE), the U.S. Fish and Wildlife Service (USFWS), the Environmental Protection Agency (EPA), the Texas Commission on Environmental Quality (TCEQ), the Texas Natural Resource Conservation Commission (TNRCC) (predecessor to the TCEQ), the Texas Department of Health (TDH), the Texas Parks and Wildlife Department (TPWD), the Structural Pest Control Board (SPCB), agencies of local governments responsible for enforcing environmental protection or worker safety related laws or regulations, and similar regulatory agencies of other states of the United States. Citations include notices of violation, notices of enforcement, suspension/revocations of state or federal licenses or registrations, fines assessed, pending criminal complaints, indictments, or convictions, administrative orders, draft orders, final orders, and judicial final judgments. c�: Convictions of a criminal offense within the past ten (10) years, which resulted in bodily harm or death. d. Any other safety related matter deemed by the City Council to be material in determining the responsibility of the bidder and his or her ability to perform the services or goods required by the bid documents in a safe environment, both for the workers and other employees of bidder and the citizens of the City of Denton. In order to obtain proper information from bidders so that City of Denton may consider the safety records of potential contractors prior to awarding bids on City contracts, City of Denton requires that bidders answer the following three (3) questions and submit them with their bids: 15 RFP 5241 EXHIBIT 3 EXHIBIT G Floyd Smith Concrete, Inc. City of Denton RFP #5241 Section IV-ToC QUESTION ONE Has the bidder, or the firm, corporation, partnership, or institution represented by the bidder, or anyone acting for such firm, corporation, partnership or institution, received citations for violations of OSHA within the past three (3) years? YES NO , If the bidder has indicated YES for question number one above, the bidder must provide to City of Denton, with its bid submission, the following information with respect to each such citation: Date of offense, location of establishment inspected, category of offense, final disposition of offense, if any, and penalty assessed. QUESTION TWO Has the bidder, or the firm, corporation, partnership, or institution represented by the bidder, or anyone acting for such farm, corporation, partnership or institution, received citations for violations of environmental protection laws or regulations, of any kind or type, within the past five years? Citations include notice of violation, notice of enforcement, suspension/revocations of state or federal licenses, or registrations, fines assessed, pending criminal complaints,'' indictments, or convictions, administrative orders, draft orders, final orders, and judicial final judgments.. YES NO_ ✓ If the bidder has indicated YES for question number two above, the bidder must provide to City of Denton, with its bid submission, the following information with respect to each such conviction: Date of offense or occurrence, location where offense occurred, type of offense, final disposition of offense, if any, and penalty assessed. QUESTION THREE Has the bidder, or the firm, corporation, partnership, or institution represented by bidder, or anyone acting for such firm, corporation, partnership, or institution, ever been convicted, within the past ten (10) years, of a criminal offense which resulted in serious bodily injury or death? YES_ NO If the bidder has indicated YES for question number three above, the bidder must provide to City of Denton, with its bid submission, the following information with respect to each such conviction: Date of offense, location where offense occurred, type of offense, final disposition of offense, if any, and penalty assessed. 16 RFP 5241 EXHIBIT 3 EXHIBIT G Floyd Smith Concrete, Inc. City of Denton RFP #5241 Section IV-ToC 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 proposal. REFERENCE ONE GOVERNMENT/COMPANY NAME:: Denton County Sheriff's Department LOCATION: 127 N. Woodrow Ln. Denton, TX 76205. CONTACT PERSON AND TITLE: Richard Mosier, Maintenance Supervisor, Denton County Jail TELEPHONE NUMBER: 940-349-1843 SCOPE OF WORK: Routine maintenanceirepair of concrete sidewalk, curb, flat work; New concrete curb, flat work (parking lot additions, equipment pads, sidewalk), drainage structure installation, ADA Compliance Improvements CONTRACT PERIOD: Work issued for projects individually on as -needed basis, but we have been awarded and completed approximately (15) projects of variable scope over the past (5) years.; _. fl REFERENCE TWO GOVERNMENT/COMPANY NAME: Jagoe Public Co.—TxDOT Projects LOCATION: F.O. Box 250 Denton, TX 76202 CONTACT PERSON AND TITLE:Lewis Moore, Estimator/Project Manager TELEPHONE NUMBER: (940) 382.2581 ex. 41 SCOPE OF WORK: Subcontractor of concrete work (sidewalk, curb & gutter, drive approach, drainage structures, ADA ramps, street segments) on several TxDOT Projects as well as private subdivision developments, Most recently subcontracted to install concrete sidewalk and mow strip on TXDOT'Aviation project at Denton Municipal Airport (approx. $150,000) and install concrete rip rap and street radius on a small TxDOT Road project on FM 1515/Airport Roo CONTRACT PERIOD: We have had a strong working relationship as a concrete work subcontractor with Jagoe for approx.. (50) years; but the contract period for the TxDOT Aviation Project at Denton Municipal Airport was Aug.. 2010 to Jul. 2011. 17 RFP 5241 Floyd Smith Concrete, Inc, EXHIBIT 3 EXHIBIT G City of Denton RFP #5241 REFERENCE THREE 11 M: mmm Section IV-ToC GOVERNMENT/COMPANY NAME: Peterbilt Motors Corr ny . LOCATION: 3200 Airport Rd. Denton, TX 76207 __.. CONTACT PERSON AND TITLE: Jimmy Knight, Facilities .l gitle r. TELEPHONE NUMBER: (940) 566-7180 SCOPE OF WORK: Routine maintenance/repair of concrete sidewalk, curb, flat work; New concrete sidewalk, curb, flat work (parking lot additions, drive approach, street segments), drainage structure installation, ADA Compliance :ralf�3rp�ernent '; CONTRACT PERIOD: We have been a preferred concrete contractor with Peterbilt Motors for more than (20) years. Purchase orders are issued on an as -needed basis throughout the year. 18 RFP 5241 EXHIBIT 3 EXHIBIT G Floyd Smith Concrete, Inc. City of Denton RFP 0241 Section IV-ToC LICENSE TRUCKS, TRAILERS, & EQUIPMENT 48YKRC TRUCKS 49YKRC $50.00 47998A $50.00 YEAR MAKE -1 MODEL LICENSE ORIGINAL, COST 1998 Chevy Cheyenne 24RRY3 $1,000.00 2000 Ford F650 54PV17 $4,000.00 2001 Ford F350 31VFX5 $2,500.00 2004 Chevy Silverado 94GLD2 $4,000.00 2005 GMC Sierra 57GLG2 $4,000.00 2006 Chevy Silverado 47LXD4 $5,000.00 2008 GMC Yukon BCM703 $5,000.00 2008 Chevy Tahoe BCN128 $5,000.00 2008 GMC Sierra 67XPX8 $5,000.00 TOTAL HISTORICAL COST $4! TRAILERS $5,000.00 LICENSE ORIGINAL COST DATE ACQUIRED - $1,500.00 48YKRC $50.00 49YKRC $50.00 47998A $50.00 38798C $50.00 00251D $50.00 78M357 $50.00 OSYFMB $50.00 50767H $50.00 04731A $50.00 TOTAL HISTORICAL COST $450.00 EQUIPMENT Bobcat S300 N/A $5,000.00 Case Backhoe N/A $1,500.00 Concrete Saw N/A $450.00 Air Compressor 1GBHC33R5WFO21796 $40.00 Air Compressor 3FDNF65A9YMA09146 $40.00 Air Compressor 1FDWW36S81EC16097 $40.00 Air Compressor 1GTJC33U45F872083 $40.00 Air Compressor 1GBJC3U26F266660 $40.00 Air Compressor 1GDJC73K09F121652 $40.00 -3- RFP 5241 Floyd Smith Concrete, Inc EXHIBIT 3 EXHIBIT G City of Denton RFP #5241 Section IV-ToC The undersigned agrees this Proposal becomes the property of the City of Denton after the official opening The undersigned affirms he has familiarized himself with the specification, drawings 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 proposal, In submitting a proposal the undersigned further understands that the work required is to provide construction of the project that functions as described in the specification. The undersigned understands that all requirements of the construction may not be described in every detail and agrees to provide labor, tools, material and equipment necessary to complete all construction to make the fence functional as described in the specification and drawings before submitting a proposal. The undersigned agrees, if this proposal 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 Proposal will be ninety(90) calendar days unless a different period is noted. The undersigned affirms that they are duly authorized to execute this contract, that this RFP has not been prepared in collusion with any other Proposer, nor any employee of the City of Denton, and that the contents of this RFP have not been communicated to any other proposer or to any employee of the City of Denton prior to the official opening of this bid. 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 _ seg., and which arise under the antitrust laws of the State of Texas, Tex. Bus. & Com. Code, Section 15.0 1, et sea, The undersigned affirms that they have read and do understand the specifications and any attachments containedin this RFP package. The undersigned agrees that the RFP 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: hgp://www.cityofdenLon.coM/index.aspx2pape--397 to ensure they have downloaded and signed all addendum(s) required' for submission with their proposal I certify that I have made no willful misrepresentations in this Proposal Submission, nor have I withheld information in my statements and answers to questions. I am aware that the information given by me in this proposal will be investigated, with my full permission, and that any misrepresentations or omissions may cause my proposal to be rejected. =Signature on File Acknowledge receipt of following addenda to the proposal; Addendum No 1 Dated, Receive Addendum No 2 Dated Receive.. Addendum No 3 Dated Received � IY� �tirM � wfl Ib` RFP 5241 -3- Title Fax No. EXHIBIT 3 � CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, 9/27/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pollcy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Agents Alliance Services, Ltd RameyKin Insurance g 510 N. I35 E Denton TX 76205 Rach NAMEACT Y1 Mead PHONE Fax (940) 382-9691 Noll. . (940)243-1050 MAILrti. AUDR rachylmead@rameyking.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA:Peerless Indemnity Insurance 18333 INSURED Floyd Smith Concrete, Incl\��3 P.O. BOX 1781 ` ak ` INSURER Depositors Insurance Company 42587 INSURER Netherlands 24171 INSURER D : INSURER E: Denton TX 76202-1781 INSURERF: 1�V r 1Vlwly lmunn OGr%. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR TYPE OF INS NCE ADDL UBR POLICY NUMBER POLICY EFF MM/DDIYYYY POLICY EXP MMIDD/YYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY CLAIMS 9/28/2013 9/28/2014 D GE TORE TED EMI E Ea occurrence $ 100. 000 MED EXP (Any one person) $ 15,000 -MADE X OCCUR BP4049968 ✓ PERSONAL &ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000 rxl POLICY PRO- LOC $ AUTOMOBILE LIABILI COMBINED SINGLE LIMIT Ea accident 1 000 000 B X ANY AUTO /� B LY INJURY (Per person) $ ALL OWNED SCHEDULED AUTOS AUTOS CPBAPD7215769495 •/ 9/28/2013 9/28/2014 BODILY INJURY Per accident $ ( ) NON -OWNED HIRED AUTOS AUTOS PROPERTY DAMAGE $ Peraccident Experience Mod Factor 1 $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS -MADE AGGREGATE $ DED I I RETENTION$ $ C WORKERS COMPENSATIONWC STATU- TH- XY LIMIT FR_ AND EMPLOYERS' LIABILITY YIN E. EACH ACCIDENT $ 1 000 000 , ANY PROMEMBERlEXCLUDRlEXECUTIVE ❑ OFFICEOPRIETER EXCLUDRIE N/A / E.L. DISEASE - EA EMPLOYE $ 1,000,000 (Mandatory In NH) C4049965 9/28/2013 9/28/20:Le If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT I $ 1,000,000 A Equipment Floater CBP4049968 9/28/2013 9/28/2014 Rented/Leased Equipment Limit $100,000 Deductible $500 DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space Is required) The insured's general liability p icy includes forms 22-132 (04/11) and 22-133 (01/08) - Blanket Additional Insured Contractor a/fihe insured's auto liability policy includes form AC 01 02TX 03 10 - Blanket Additional Insured> he insured's general liability policy includes form 22-126 (01/08) - Waiver of Tr sfer of Rights of Recovery Against Others To Us - When Required in a Contract or Agreement with You The insured's commercial auto policy includes form AC 01 01A 03 10 - Blanket Waiver of Subrogation. The insured's worke compensation policy includes form WC 42 03 04A - Blanket Waiver as required by written contractYPlease refer to the forms attached with the certificate of insurance for reference. (940)349-7302 /� City of Denton ✓ 901 B Texas Street Denton, TX 76201 ACORD 25 (2010/05) INS025 rgninnsi m SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE / I Signature on File Jeff King/RLM ©1988-2010 ACORD CORPORATION. All rights reserved. Tho AC'f%l*r1 name nnr1 Inn^ mro ronictorori m2r4c of A(1r)12r11 v EXHIBIT 3 Forming, AA part of EXHIBIT 3 THIS EEN[?OR$F IENT HAR ES THE POLICY. PLEASE READ IT C�#�E,FULLY. ADDITIDNAL INSURED — DWi IERS, LESSEES OR ITRACTC RS - AIT IVIAM S,ATt EIMI R OVIREID1 CC3NSTRUCTIO,N AGREEME14T WITIH MU This endorsement r'h;odifi.irtsurartpe proyided under the"#dlkowing; COMMERCIAL EPI RAL LIABIL ITIS CQ IERAdE PA:R"T` A. Parxgraptt 2. ,under ;ecttctrt II titiir o" Is *o Insw, is amended "(o in de as art>insr�red any perm +rr organ"ratitrn wwttom you sue ;agreed; "to Tadd as n additional nsurect in a u�rritten ontract or uuritken agreernen#. Such person or organizatjon is an atfdwonal insured^ but only with respect to I(ab dity for 'bodily injury",."property.damage" or "personal and advrartising injury° caused, in wtote or:in part„ by. T. Your:acts or omissivne r the a s ar irn(66ions of tree cting orr y iur' behalf in thee, 044 rrranco of your ongairig €kperationa for the, ariditicnal insured that aril the subject , the witten 'cohtract orurtt#en air ment provided th the "bodily ►rijury" or "prr?perty:datnage" occurs; or'the "poi nal artid arl rert(sir- injury' rs;coM1mnRted, subsequent to the s`iorttrtch written contract or writteit.agreern"t. A person's or orgsniation's status as an,addiifnal insured" under this endment e0op when. a. Afl work, indlud nt3 rnaterlalsz .p"arts or equipment `fUrnishted "M4; nngction with, such works on the project (ether than service, rna tiarfian repairs) -tobe perforrned by oron behalf of the additional Inismed(s) at the location of the covered operations,. Iters,been carnpletedy or, b. ThA portion of "ytiur w6tW out of whichthe injury or d4"(e arises has been put to its. intended use by any person or organ other"tli s anther o+ritractor ors bcs >a#ra tsar.engoge iri perforrning rationsfor"arincipa# As a part the same prjaot, The insurance proal by this en 1orsethent applied only if thra; mitten c ►n#radt or` � agreement is sign porta the "b,�+lily injury' tuptcrtyaged, We have np duty to defendrrr adlitionalKkrrured urrde this endraerner't unl we receive written nates of a suit" by the addffifonal insured as required in; Paragraph b ofCondition . it tiee fn the Erect Occurrence, dense, Clehn.Or Suit under ec#iart 1V �— dommemfel General Liability Conditions., E; With respect to the insurance arovided by tris endorsombht, the following -are "added td, Paragra 2. E cltislons under'S`ectior( 1— 00uerage k.- bodily Injuiry And,Property Qs�rtiage Liability; This insurance does riot apply to; 1. "Bodily injury„ or "pro} rty damag$" arising; froom, the sole rregligen+ce cr 'thre. addi#iorrai insured. 2. r(iiy injury' --,or *propertfr.damage, , that opo rs prior to,you d�amrnsncing opera#Pons at the to tion where sudor 'bodily injury or °'property damage'° occurs, 3. �Todily Injury, 5�property d eg ' or "parsonal and advertlslng Injury" artsivqq, out of the .rendering of, or the failure to• render, any prof sibnal arol-it tural, engineering ors' ur aero'g,&6r�ctas, ineludirig:. a. The pie{�aring, apps iog, or fail%g to preparesor ap rove, ;maps, s�iop drawinga; opinion% reports> :rurvys, field order, change arclers"or drawings 401d;pecrfrcations,; ill' b.,tpeirtviscary, irrsiedtion,;ardhitaptural or ort"irkeril�g`lotiylfias. 4. todily Injury1�oC'prq damage', after,�rn a. All work; tndluding °r,nateeials, parts or equiprrrent furnished 'in connection with, such work, on the prat (other than service, maintenance dr -repairs) to be perfot'rned'by oron behalf 6fthe additlonal` insured(a) at the ;locatlori oiUfh9_ cover i.operatlons has leen c6mpleted; or b.. That portidn of "your wdrle' out of which the injury or>damaae arises hers been put to its irtteoded ua by any, perspn or o�nlzatiort 61her #hien another o ttrackor et subcontractor g ad in ja ii arming opera#run"fora.principal as patt oft he same project, . An person or organfkation specifioollyctesignaked as an add(tiorfal in rted for on Ing operations by a separate Additional Insured:- rnrrters, Lees car Contra +rs endorse Hent Issued qy us and made a part ofth(s.policy. s a i� ny �n r ra�p"ay, .AU hts reserwd. lnoludesc#�rtfgt d material s traur oesarytees oflloo peri EXHIBIT 3 D. i'tte limit# of in Gxar a apptica le to 6► additional ih*( red are those specified in a 1ltrritiet ntri ct 4r'wriCten agrernotti.# Crer t omits of instnc ss stddi in th8 Deolatafions of #his poticy tend" dfineet in 111 Lir .t3fInamrance of tris Pdlidy, Whiohevet are ass, Those, limits�,a`r'e irtniusive of end dint i'n addition to the lift fis of i on $-Available undef this g[icy., 0. With respect to ile couerage afforded by his endorsement $ than t1t , +wc►rnrr�erc al general Lipbifity ooditipo `is amended ae follows;' 1. The fol(otnring is addett to, Per _a p'h'2. Dut eS:tn 1'he Euerrt Df beq, r rtc ,tales Qr Suit:. Art additional', in'sui a trrtr thin +eror,rinent .sill, as �n areTrol: . i , wrltEen notir«$of -an "occurrenceW,` Qr'an -offense, 'that "may result in ,a dlaim, dr' "suit' radar this Insurance us; fi 'Penner defense; and inde mitt' of any claim or `suit" to all inaurer� tiiuhom o have insurance av rto le=to ths additiqna 11,1na4red; and o: Agree to'mek avail tb3e Orly other it uranp whips the additidfW insured has for 4 loss dower under this Coverage Fart, to i "ofend 9r irtrfemnify art additipnel insured. under thio ert ►rsernettt, until Wit► r *ceFvenwrl en notice Of a suit' the ;atWttional insu�h Gtrrt#lQn.r_ mer InstrranF Sec%rn I�f — Ct►mroiat general idkility 4orrtiens is ;emp'nded ani follows,; a. T6e ,6110 ring is�add d Paragraph a, Pry trt gran R If an. additional i0sured"- pglipy has an Other insurance- 'rovisi`an makir g: its polity ccestis, A"Yc have agreed in a written ci tltract car written agreement to provide the ad tfo t41 insured cower oft a primary and ndncontribritory basis, this porticy shall be primary and ve will not seek c tntributton from~the additional insured"s porlioy for damages we,coverti b. Th fol to rit is Bedded to Paragraph b. Exce lns urano When a.written contract -or ritten agreement, other than a premises leas$;, Facilities rental contracr or agreement, an equipment rental of lease contract- or agroement„ ,Or permit issued by a state -or 'Political subdivi between you and an additional insured,does not require this insurance ,to be pr}!rnary or primary and non-ecra#ribuorr this nsrartce .is excess over ark tither 'nsurarace for which the additional assured is designated as -w arced Insured Regardless of the written agreement between you and Orr.additional'1nsured, this insurance -4's exc ever any Other insurance whetherr primary, excesscontingen# or art ori > other ,basis frit u�hiith thea addittortal; insured bias been added a an adfiti4naf ItFsUred ori Oar policies, 20111 t i6erty Mdtl ! in urarrc p ny Ail lig r4orved. Inalµ�l rpurCh�er�a9 of lrtteericefwCS Inc,. v?i"its perrrftn• 12-4 32 {n411,1) e 09f28F201140490 IVhl170307 2808,. PGDM0§gD ;32'7597 A 3FPPN °�C(#00t2 P900 42 EXHIBIT 3 COMMERCIAL AUTO AC 01 01A 0310 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO ADVANTAGE. ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM A. NEWLY ACQUIRED OR FORMED ENTITIES The Named Insured shown in the Declarations is amended to include any organization you newly acquire -or form, :other than a partnership, joint venture, or limited liability company, and over which you maintain ownership or majority (more than 50%) interest; if there is no other similar insurance available to that organization Coveragge under this provision is afforded until the 1866 -day after you acquire or form the or- ganization or the end of the policy period, whi- chever is later. B. TEMPORARY SUBSTITUTE AUTOS �- PHYSICAL DAMAGE COVERAGE The following is added to paragraph C. Certain Trailers, Mobile Equipment And Temporary Substitute Autos of the — COVERED AUTOS SECTION:' If Physical Damage Coverage is provided by this Coverage Form, the following types of vehicles are also covered "autos" for Physi- cal Damage Coverage: Any "auto" you do not own while used with the permission of its owner as a temporary substitute fora covered "auto" you:,own that is out of service because of its: a. Breakdown; b. Repair; c. Servicing; d. "Loss"; or e. Destruction The coverage that :applies is the same as the coverage provided for the vehicle .being replaced. C EMPLOYEES AS INSUREDS — NONOWNED AUTOS d. Any "employee" of yours is an "insured" while using a covered "auto" you don't owns hire or borrow in your business or your personal, affairs. D. SUPPLEMENTARY PAYMENTS BAIL BONDS Paragraph A.2.a. (2) of the LIABILITY COVERAGE SECTION is revised as follows: (2) Up to :$2,500 for cost of ba°il bonds (in - eluding bonds for related traffic law vi- olations) required because of an "acci- dent' we coyer. We do not have to furnish these bonds. E. SUPPLEMENTARY PAYMENTS — LOSS OF EARNINGS Paragraph A.2.a.(4) of the LIABILITY COVERAGE SECTION Is revised as follows: (4) All reasonable expenses incurred by the "in- sured" at our request, including actual loss of earnings up to $500' a day because of time off from work. F FELLOW EMPLOYEE — OFFICERS, MANAGERS, AND SUPERVISORS Paragraph B.5.A, Fellow Employee in 'the. LIABILITY COVERAGE SECTION is replaced as follows; A. "Bodily injury" to any fellow "employee" of the "insured" arising out of and in the course of the fellow "employee's" employment or while performing duties related to the con- duct of your business. This exclusion does not apply to an "insured" who occupies a position as an officer, manager, or supervi- sor. G. PERSONAL EFFECTS AND PROPERTY OF OTHERS EXTENSION The following is added to paragraph A.1. Who is 1. Paragraph B.6. Care, Custody or Control of An Insured of the LIABILITY COVERAGE the LIABILITY COVERAGE SECTION, does SECTION: not apply to "property damage" to property, other than your property, up to an amount AC 01.01A 0310 Includes copyrighted material of Insurance Services Office, Inc. Page 1 of 3 with its permission EXHIBIT 3 AC 01:01A 4310, not exceeding $2-1501n any one "accident', 2) Financial penalties imposed under a Coverage is excess over any other valid and lease for' excessive use abnormal collectible insurance'. wear and tear or high mileage; 2. The following paragraph is added to A4. 3) Security deposits not refunded by a Coverage Extensions of the — PHYSICAL lessor; DjA'MACE COVERAGE SECTION: G. We will pay up to $500 for your property 4) Costs of extended warranties, Cfe- dit Life insurance, Health, Accident„ that is lost or damaged as a result of a "loss'; or Disability insurancepurchased covered without -applying a de- with the" Pease; and duptible. Coverage, is excess over' y, other valid and collectible insurance. 5) Carry-over balances from precious' H. HIRED AUTO PHYSICAL DAMAGE leases. 2. This coverage only applies to a "'loss"which If covered ""auto";designation symbols 1,8,61 or is also covered under this poiiny forom- 58 apply to Liability Coverage and if at least.one "auto" prel ensive, Speciflecl Causes of Loss, or you own -is covered by this policy for Collision coverage. Comprehensive, Specified Causes of Loss, or Collision coverages, then the Physical Damage 3. Coverage does not apply to any unpaid coverages provided are extended to "autos""you amount due on a loan for which the covered "auto" lease, hire, rent or borrow without a driver, and is not the sole collateral. provisions iii the Business Auto Coverage Form K. RENTAL REIMBURSEMENT COVERAGE applicable to Hired Auto Physical Damage ap- 1. This coverage applies only to a covered' "au - ply. The deductible will be equal to-. the largest to" for Which Physical Damage Coverage is diaductible applicable to any owned "auto" for provided on this policy. , that coverage', overage: Any Comprehensive deductible 2. We virtu pay for rental reinhbursement ex- doesnot apply tofire or lightning.. en"sea incurred b p y youu for the rental of an: 1. EXPANDED TOWING COVERAGE auto" because of "loss" to a covered "auto". We will pay up to Payment applies in addition to the otherwise 1. $100 for a covered "auto'" you own of the applicable amount of each coverage you have on a covered "auto," No deductibles private passenger type, or apply to this coverage. 2. $250 a covered "auto" you own that is not of the private passengertype, 3. WO will pay only for those expenses in - curr6d during -the policy peribd beginni g 24 for towing and labor costs incurred each time "auto" hours after the ""loss" and ending, regardless the covered is disabled. However, the la- of the polio -y% expiration, with, the lesser of bor must :be performed at the place of .disable-- the following number of days: , Ment. a. The number of days reasonably re - This coverage applies only for an"""auto" covered quired to repair or replace the covered on this policy for Comprehensive or Specified "auto" If "loss" is caused by theft,_ this Causes of Loss Coverage and: Collision Cove- number of -days is added to. the number rages of days it takes to locate the covered J_ AUTO LOAN OR LEASE COVERAGE ' "auto" and return it to you 1'In the event of a vital "loss" to a covered b. The number of-days",shown in the ;eche- "auto", we will pay any unpaid amount due Jule. on the loan or lease, including up to a Max- 4. Our payment is limited to the lesser of the imum of $500 for early termination fees or following amounts; penalties, for your covered "auto" less; 1. Necessary and actual expenses in - ,a. The amount paid under the - PHYSICAL curred. DAMAG- SCOVER"AGE SECTION of this 2. $7Z for any one day or for a maximum policy; and of 30 days: b, Any: 5. This coverage does not apply while there Overdue lease/toan payments at the are spare,or reserve "autos"" evailable to you time,of the "loss", for your operation.. Rage 2 of 3 Includes copyrighted material of Insurance Sorvices Office, Inc AC 0101 A 0310 with its permission. EXHIBIT 3 AC 01 61A 0310 : if "Ir s "' results from the total theft of a cav- . The provisions of paragraphs 1.and 3. do prod "duto" of the private passenger type, not apply to a covered 11400, of the private ' we will pay under this coverage only that passenger type or a vehicle with a gross ye - amount of your rental reimbursement ex- hide weight of 200OO pounds or less which pensee which is not already provided far is 4,new vehicle:. under the PHYSICAL DAMAGE COVERAGE Coverage Extension. In the event ofa t'otat "loss" to your new ve- 7; Coverage does not apply to anc strered hicle to which this coverage applies, we will pay at your option: "auto" for which coverage is provided by en, dorsement farm CA9923 on this policy. a, The verifiable new vehicle purchase price you paid for your damaged ve- �icle, not including 'any insurance or L. EXPANDED)TRANSPORTATION EXRENSE, warranties purchased';, Paragraph A.4.a. of the PHYSICAL DAMA E b. )f it is available, the purchase prig, as COVERAGE SECTION is replaced by the fol- negotiated by us, of a new vehicle of the lowing: same make, model, and equipment or We will pay up tb $5O per stay tci a Maximum `of the most similar model available, not in $1000 for temporary, transportation eXpen . sel in. cludingany furnishings, parts', or equip- curred by you because of the' total theft of a ment not installed by the manufacturer covered '"auto" of the private passenger type. or`manufacturers` dealership; or . We will only, pay for those covered "autos" for c. The market value of your damaged ve- which you carry Cornprehensvo or Specified hicle; not including any furnishings,, Causes of Loss Coverage. We will pay for tem'- parts, or equipment riot installed by the porary transportation expenses incurred during r v. hufacturer or manufacturer's dealer - the period beginning 48 hours after the;theft and ship ending, regardless of the policy's expiration, Ak will not pay for initiation or set up costs when the covered "auto" is returned to :us or We associated' with loans or leases pay for its "loss", In this endorsement, a new vehicle means M. EXTRA EXPENSE -STOLEN AUTOS an "auto" of which'you are the original owner The fpllowing paragraph is added to Section that has not been previously titled andwhich AA. of the — PHYSICAL DAMAGE COVERAGE you purchased less than 365. days before SECTION: the date oaf"the "lass". c. We will pay for up to $5,000 for the expense O. BLANXET WAIVER OF SUBROGATION of returning ,a stolen covered "auto"` to you, The following is added to paragraph 5. Transfer We will pay only for those covered "autos" Of Rights Of Recovery Against Others To Us of for which you carry Comprehensive or Spe- -r BUSINESS AUTO and MOTOR: CARRIER' cified Causes of Loss Coverage CONDITIONS<SECTION$: N. NEW VEHICLE REPLACEMENT COST We waive any right of recovery we may have The following is added to paragraph -C. Limit of against any person or otanization to the extent Insurance of the PHYSICAL DAMAGE requiredof you by a 'written contract executed COVERAGE SECTION prior to any "accident" because of payments we make -far damages under this coverage form. Ali team and conditions of #his policy apply unless modified bythls endorsement. A00.1 01A 0310 lnoludes copyrighted material of Insurance Services Office; Inc.,, Rage 3 of 3 with its permission EXHIBIT 3 dMMIE ITUTO ,AL AC02XkX3,1'0 THIS ENDORSEMENT CHANGES THE POLICY. PLE=ASE READ IT CAREFULLY. B I USINESSAUTO EXTEN oN 14EME" T TEXAS Thls ertdorseme0 modifies insurance provided under"tile foljta lttt : BU81,NESS AUTO COVERAGE FORM MOTOR CARRIER COUERAG-trORM° A. CHA14GES FOR TRAILERS AND FARM C. SLAWIKE1' ADDITIONAL INSU'ItED EQUIPMENT Any person or organization which you ,have 1. Under the- COVERED AUTOS' SECTION, agreed,to name,as an additional it red in.a the following are added th Paragraph C. written contract; executed prior to an a i Certain Trailers, f obile Egtiiprnent and dent, other than a contract for -the.. Kase or Temporary Substitute Autos: rental of a vehicle is an "Insured" for Liability. k 'Trailers;' designed to be towed by a private Coverage, but at�Iy to the extent"that person passenger type "auto" or ,a pickup, panel or orgiiinization qualifies as ,an `insured" un truck or van if not used for business purrs- der the Who Is An Insured Provision con- es, other than, farming or ranching. tained -in,, the LIABILITY COVERAGE b. Farm Wagons or farm, -implements., White be- SECTION"ofthe Coverage Fora Ing towed by a covered "auto'. D. REPLACED EXCLUSIONS - B. CHANGES FOR ADDITIONAL, NEWLY The Expected or Intended Injury Exclusion ACQUIRED'IDLES in the LIABILITY COVERAGE, SECTION is Paragraph B.2 of the COVERED AUTOS replaced by thefolllowing: CTI }t 5s replaced by the followigq: Expex ed or Intended Mpry- 2. lfymbol(s) i orEr7" is errtered next toga '1Bodfly injury" or "praprtydar,age" which is cu rage in Item Two of the Qoclara- expected or intended by rhe '°insureds'. This ticns, an `"atjto� you apquire will be a excl ion ayaplies even if re uiting'bodi- coVered "pato" far that covers a only if: ly ipjury" or "property damage" a,. We aftedy cover et least one "auto" a. is of a difterent fcind, q�aelity or degree you own for that coverage or it rep= an initlally exp ted or intended; or laces an `sutra" you previous]y b. is sustained by a differentpton, entity„ owned that had that oovere, and, real property, or petspnajl property than b: You tell us within 30 days after you "us that initially expected pr intended_. apquire it that yqu wantto cover �, .ADD"ITItiNAL N= t.l� 014S it,for that ooverar;e. The following e clusfons are added to the The most We Will. p for Physical .Damage LIAStLITY CCi�/ERA� E�TfCi�J: Coverage for "lost" under this Cov rape E - tension is 443J,g0 per "auto", subjeei to Datna a to NetrtlecJ Insured" Pro; the largest deductible applicable to any "eu- to" far that Cover e AC 01 02TX 0. 70, Includes copyrigflte�_f materna of lnsurance $er i s Office., Ino.,;, I sq -_01 of'4 with ii permission `" EXHIBIT 3 Any claim or "suit" for "property damage"' by a.Resulting from `the providing or the fail, - you or on your behalf against any other per- ure to provide any, medical or other pro.- son or entity that is also a Named Insured fusional services, undeefhis policy: b. Resulting from food or drink furnished. Abuse or Mblesta t on with these sendoes: "Bodily injury„ cor •'property ;damage" arising "Bodily injury„ .or "property damege" result- out of.; ing from.the handling of'oorpses a. The actual or thropterred abuse or. F*, MOTOR HOME CONTENT$,COVERA: E molestationby anyone', 0 any- persn 1. Fora covered '"auto"' that is 4,,,m otor home whilein the care, custody or 9p, rot of the followfm eMclusior are ancien to the any""�nsu.Ted", or b The negligent: PHYSICAL PAMA0E COVERAGE _ _ SECTION: 1 rnployment; !' tgr MoMe,'Contents 2 ; Irnres �gation; This insurancedo not appfy to: j upeivisior> a. ' to the covOred "auto's" contents 4) Rep, rung to;the proper authofities, O)m%equipment usual to trucks , pri- orfaiiure to so report; EXHIBIT 3 a. Permanently installed in or upon the The BUSINESS AUTO CC IT ITI©NS SECTION covered "auto" in a. hou ing, tpening or and MOTOR CARR]ER CONDITIONS other location that is not normally used. SECTION- B.2. is amended' by the addition of by the "auto" manufacturer, for the instal- the following: lation of such equipment, If you unintentionally fail to discloseany hazards p. Removable from permaIf-nently,in lled existing at the inception date of your policy, we housing unit as described in Faragraah will not deny= coverage ,under this. Coverage 2.a. above or is an iropgrql pert of that Form because of such failure. However, this equipment; or provision °does not affect; our right -to call t'dl-- os An integral part of such; equipment tional premium or exercise, our right, -,of cancel 3: Th pest of repairing, or replacing may be tion or no renewal. or� an estimate which rrrpius parts AUTOWIRE4� OR RENTE 1 B1F EMPL 3YEES fimishe4t by the original equipment magtl Ifi hiredr rented "stps'r are vexed "auLA on ffactur r or, °other sources tncludirig nen. this polipy, the; fpil ng provi ions apply: original equipment rrlal'tufocturers, A. Changes In Liability Coverage 4. If we -offer to pay_,,the actual cash value; of Th foliowing is°added taJhe` Who Is An lnM the damaged or stolen property, we will value ' �d Provision in the LIABILITY ue auto advertising wrap, p it t oustomiZa-, CCr11ERAGH SECTION:" tion, and stmilar business relte afivertising modificatlpr in addition tithe actual cash An "employee" of yours is an "insured"while value of property_ Auto advertrstng operating an "aura" hired or rented under a wraps; paint pustoml icrt,. and slinkier contract or agreement in that "employee`" business related advertising mpdi icatrtsns name; with your permission, while performing will be valued at the cost to replace thein duties rotated to the conduct of your busi-- with, n; adjustment: Trade for c1ppro, ja Jon ness.: and physical condition. R Changes Irr fieneral Conditions 1. GLASS REPAIR -vaj ER OF d.EDU 'f LE Paragraph_ S.W. Of, theOther Insurance Under Paratgre - D. OeOpotible, of the Condition in the Business Auto °Coysr#ge' PHYSICAL DAMAGE COilERGETIQ1 f=orm and Paragraph 5.f, of the Clthpr In- the following is added:; surortc e Condition in', the I4ptor Carriar No. deductible applies to glass damage if the Coverageorm is replao'd the3loliowing; glans is repaired rather than replaced; For Hired Auto Physical Ctarnag overage. J. AMENDED DUTIES, IN EVENT 4F ACCIDENT,,the"`following are,deemed tp be Covered - CLAIM, SUIT, R L!SS tom'' yo,olrun: The requirement in Loss Condition.Z.a: Duties'Ir 1. Arty covered "auto" you Wase, Hire; rent The Even Of Acvident, Claim, Suit,'Or Loss —,of or borrow .and the BUSINESS AUTO CONDITIONS SECTtON, 2, Any covered "alto" hired or resited your and the MOTOR CARRIER- N'DITI "employee" under a .contract in that in i d= SECTION that you must notify us ,of' an "noel- ual "ernpl yee's" `'narrte, with Qui perrhi,5 dent" "claim'; "snit';; or "loss" appties only when sfon, while pertorming duties related to the the "aocident" "r laim" "suit', or "loss"' is known_ conduict,,ofyour Business. to ; However, ally, "auto" that is leased, hlred,, 1. You, .if you are an individual rented pr borrowed with, ;al driver is not a r%W-V- 2.. A partnerjf"you are a partnership; eyed "a'. 3. Art executive officer or the, employee desig- M. EMERGENCY LQCKOI L'I'` PRIVATE. nated by. you -to gore:such notioe`if a ar' a PASSENGER VEHICLES cs rporation; or 1Ne will reim, bQrse you up t $50 for reasonable 4, A member, if you area limited'tietility com- expense incurred for the services of a *ksmith Oily.,Mate-"sengar to gain=Pantry it ,�yo�tr oNo6 d ".auto" of the pry ICS UNINTENTIONAL FAILURE' TO DISCLOSE type,subject°to-thesb provislons: HAZARDS, AC 01 02TX 431.0lnoludes copyrighted materyal tf Ir uranod.Servides Office,,lr Page 3 of 4 with its �perrnits iori. EXHIBIT 3 EXHIBIT 3 T+41S'EFfbQR0EMENT OANGES THEP4LiOY. PLEASE FW4t) IT GAREFUL•LY- EL.ANK' A'DDITtC?IAL IIIRE1Er1-:OIV'M't'i'S -P IC7M!?IJTtGOMMPL LT?MATI4N EXHIBIT 3 The Limits Of Insurance applicable to t=he 'additiona insured are the lesser of` 1. The arnount specified in a written pentract or° rifiten agreement between you;and the person or organization described in paragraph A.above; or 2. The amount show -_n in the Decla.r tions for this Cgvarage Part:. These Limits:af Insurance are inclusive, of, and not in additiomto, the Limits of Insurance shgwn in the Declarations for this"Coverage Park as described intnis SECTION.111 LIMITS.OF INSURANCE, E. Witt'respect to the insurance afforded by this er dorsement, SECTIt)N IV — COMMERCIAL GENE L LIABILITY`CONL`DITION"S is am ndod as fellows: _ 1. The following is added to condition 2. Duties irr The Even# Of Occurrence, Offense, Claims Or Suit: 2. V1fr`th "respect to the insurance afforded by this endorseh*ht,, provision b,, Excess Insurance of condition 4; tither Insurance is rigplaced by the following: 4. Other Insurance b. Excess Insurance This insurance is excess over any other insurancefor"uuhich tree additional insured qualifies.as an°.insured whether primary, excess, contin4ent or on any other basis unless the written contract or written agrenent between -you andthe person of organisation described above specifically requires that this insurance be.provided on ith0ra primarybasis"or a primary and Ittcludeaco* ghtedtnaterial ofbSuranc S rvice oMce, Inc, v th its og iSsion. Page2 of 2 EXHIBIT 3 FORM 26 �OIYCi�TLlCr'.MENT l'7►�LIVERy t'rI2TIFI�`�mrn>er I the �o,. [statetitleof officer of company] of aI do here y certify atcancieie/cement 1 products a deliof vered between or concrete rrranufaeturer, to the Cityof yl and 57 utilizes Portland cement produced by vendors cot ho: as as {1) are in campliu-lnce with all applicable state and federal environmental standards relating to the emission of NOx, including all applicable TCEQ and EPA rules and regulations; and (2) operate kilns with emissions that exceed the standards for NOx emissions set out in 30 Tex. Admin.. Code § 117.3110(a)(1)-(4) (as provided presently and as may be amended in the Riture) by the following percentage amounts: (a) for each lon___ wed Ujn, 10 percent lower than the standard for long wet Icilns located in Ellis County, Texas as set out in 30 Tex. Admin. Code §117.310(a)(1)(B) [As of 3-9. "'wet et kiln NOx emissions can NOT exceed 16 lbs per ton of clinker produced ]; (b) for each 12, dr lct U, 20 percent lower than the standard for long dry kilns located in Ellis County, Texas, as set out in 30 Texas. Admin. Code §117.3110(a)(2) [As of 3.9- 11, dry kiln NOx emisslorn can NOT exceed 4.1 lbs per ton of clinker produced.]; (c) for eachreh r k kiln, 20 percent lower than the standard for preheater kilns located in Ellis -County, Texas, as set out in 3Q Tex. Admin, Cod §117.3110(a)(3) [As of 3-9- 11, prelteater Idin NOx ernissionx Cmt NOT exceed 3.0 lbs per ton of cliralrer produced.]; and (d) for eachr la .t r- 'ecaldner or px'ecalclraer kiln, 35 percent lower than the standard for preheater-precalctner and precalciner kilns located uz Ellis County, Texas, as set out in 30 Tex. Admin, Code §117.3110(a){4} AAs of 3.9-1Y, preheater-recairdner orlrr�ecadelraer kiln emissions cern NOT exceed .1.8 llis per tort of clinker produced], CONCRETE/CEMENT117MUFAC IMR.tt s _Signature on File Print Name and Title S'UBSg1R1BED and SWORN TO before rrre this day � � 2 !. r 4Y COMMISSIONFXPWS [Seal] QSignature on File $ '� .tet 16, 20,5 — �N 'IuNary rut►ttc Mate of Texas ConcretelCerwnt Detit�sry certification l y Commission expires: Page 1 of l �� j EXHIBIT 4 ORDINANCE NO. AN ORDINANCE ACCEPTING COMPETITIVE BIDS AND AWARDING A PUBLIC WORKS CONTRACT FOR THE REPAIR OF THE NORTH BOUND LANES OF COLORADO BOULEVARD FROM MAYHIL,L ROAD TO LOOP 288; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 5241 -AWARDED TO FLOYD SMITH CONCRETE, INC., IN THE NOT -TO -EXCEED AMOUNT OF $616,013.46). WHEREAS, the City has solicited, received and tabulated competitive proposals for the construction of public works or improvements in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and recommended that the herein described proposal is the highest scored proposal for the construction of the public works or improvements described in the Request for Proposal (RFP) document and plans and specifications therein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following competitive proposal for the construction of public works or improvements, as described in the "Request for Proposals" or plans and specifications on file in the Office of the City's Purchasing Agent filed according to the RFP number assigned hereto, are hereby accepted and approved: RFP NUMBER CONTRACTOR AMOUNT 5241 Floyd Smith Concrete, Inc. $616,013.46 SECTION 2. The acceptance and approval of the above competitive proposals shall not constitute a contract between the City and the person submitting the proposal for construction of such public works or improvements herein accepted and approved, until such person shall comply with all requirements specified in the Notice to Proposers including the timely execution of a written contract and furnishing of performance and payment bonds, and insurance certificate after notification of the award. SECTION 3. The City Manager is hereby authorized to execute all necessary written contracts for the performance of the construction of the public works or improvements in accordance with the proposals accepted and approved herein, provided that such contracts are made in accordance with the Notice to Proposers and Request for Proposals, and documents relating thereto specifying the terms, conditions, plans and specifications, standards, quantities and specified sums contained therein. EXHIBIT 4 SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under RFP 5241 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. Upon acceptance and approval of the above competitive proposals and the execution of contracts for the public works and improvements as authorized herein, the City Council hereby authorizes the expenditure of funds in the manner and in the amount as specified in such approved proposals and authorized contracts executed pursuant thereto. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 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 17-284, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: March 7, 2017 SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the purchase of electric fault circuit indicators 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 6327 -awarded to Anixter Inc. in the amount of $225,000 and Techline, Inc. in the amount of $55,000 for a three (3) year total not -to-exceed of $280,000). RFP INFORMATION This RFP is to supply fault circuit indicators which are used by Denton Municipal Electric (DME). A fault indicator provides a visual indication that fault current has passed through the indicator position or location. Fault indicators are used by DME because they assist crews in quickly finding faults or short circuits improving the electrical service restoration time to our customers during power interruptions. 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 (RFP) were sent to 362 prospective suppliers, including six (6) Denton firms. In addition, notice was advertised in the local newspaper, and the specifications were placed on the City of Denton Materials Management website for prospective suppliers to download. Four (4) proposals meeting specification were received. The RFP requested two different brands for fault indicators, Section A -Power Delivery Products and Section B -Smart Grid Products. Proposals were evaluated by Section based upon published criteria, including price, delivery and probable performance by the supplier (Exhibit 1). Anixter Inc. was ranked the highest and provides the best value for Section A. Techline, Inc. was ranked the highest and provides the best value for Section B. RECOMMENDATION Award a contract for the supply of electric fault circuit indicators to Anixter Inc. in the amount of $225,000 and Techline, Inc. in the amount of $55,000 for a three (3) year total not -to -exceed of $280,000. The award amount includes a contingency for additional projects that may require these items. PRINCIPAL PLACE OF BUSINESS City of Denton Page 1 of 2 Printed on 3/3/2017 povveied by I_egivt9i IN File #: ID 17-284, Version: 1 Techline, Inc. Anixter Inc. Fort Worth, TX Corinth, TX ESTIMATED SCHEDULE OF PROJECT This is an initial one 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 and Ranking Sheet Exhibit 2: Ordinance Exhibit 3: Anixter Inc. Contract Exhibit 2: Techline, Inc. 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 3/3/2017 povveied by I_egist9i I;, O O w w 0 0 0 o o V x 101 0 0 lql 818 Y v v h O O 0 0 0 0 c d c d � t V w w U/ O N ti ti ti d O 0 LL d a` a` ti o o v n v n - C w w 0 0 Y o x 4 0 0 0 0 0 0 N O N O ° O O h h m $ a` O m p vO1i m � m m a fV w +n +n +n +n +n +n 6 +n u'� m wNm o m Q Q a � oo w a` o jj C j 0 0 0 0 d C > Y y Q J 0 ffl ffl ffl ffl N a J 0 f0 D m p m CL N 00 O 00 O 00 00 d O H O a` w° v ." m 1.1 a` V C 30 v fJtp �D ` a N N w V .p C W I� tD ^ N N C ^ ^ lD W O o W N N N N N N W W o a) w- O O f0 x a v6 m n a` v O O d— _ W W 0 0 V o 0 0 0 0 0 0 � s a` v o� v ad g oo a d m m m m o d D D w w 0 0 m c m a o c 0 Ui IA O> O> u a R u Z 3 3c CO CO `i M O O (A O C m C a) O > L u u fn O O fn Q c ++ + = c 4 m o u d J w ac7� Z Z +L_+ u O D A g a a �+' a 33 v 3 m v v m L V1 S S -O i tlq O c O. Q C t O_ C L O O O O d a O o. y, 9 •� o. o c c .3 o 0 aa) ° " u u u u ~ •L Nu u ~ Q m 3 C 0 0 0 0 N y +L+ p N c O O 2 c O 2 c N O c N 0 O -9— p 7 7 7 7 +m+ i ym+ L O L O IO O i E O ._ O O E O ._ L O O LL LL LL LL LL a a CL O o f f 3 0 0 0 3 0 0 0 a O w w w w m O W r_ r W W a 7 O Q 7 O V a s V a s # 0 O o # 0 OO O O O m O W W C W 0 W U N N N U N d N N M V E d EXHIBIT 2 ORDINANCE NO. 2017 - AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR THE PURCHASE OF ELECTRIC FAULT CIRCUIT INDICATORS 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 6327 -AWARDED TO ANIXTER INC. IN THE AMOUNT OF $225,000 AND TECHLINE, INC. IN THE AMOUNT OF $55,000 FOR A THREE (3) YEAR TOTAL NOT -TO -EXCEED OF $280,000). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for electric fault circuit indicators 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 ITEM# CONTRACTOR AMOUNT 6327 1-4 Anixter Inc. $225,000 6327 5 Techline, Inc. $ 55,000 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 6327 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 6327) THIS CONTRACT is made and entered into this date , by and between Anixter, Inc., 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 96327- Electric Utility Fault Indicators, 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 6327 (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 6327 -Anixter DocuSign Envelope ID: EA53EA9F-A034-4126-9661-2705A6AA2427 EXHIBIT 3 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. Anixter Inc. SUPPLIER DocuSigned by, BY: d AUTHC___ eFeRE Date: 2/22/2017 Name: Scott Price Title: Sales Manager 940-270-7243 PHONE NUMBER scott.price@anixter.com EMAIL ADDRESS scott.price@anixter.com TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: :• APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY DocuSigned by: BY: 16 �n r - CE21B9K2AM439... Contract 6327 -Anixter TODD HILEMAN CITY MANAGER Date: DocuSign Envelope ID: EA53EA9F-A034-4126-9661-2705A6AA2427 EXHIBIT 3 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(i 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. 5. Price Escalation and De-escalation Prices quoted for the commodities must be firm for a period of one year from date of contract award. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) for other electrical equipment manufacturing (PCU33593359). The price will be increased or decreased based upon the annual percentage change in the PPI. 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 Contract 6327 -Anixter DocuSign Envelope ID: EA53EA9F-A034-4126-9661-2705A6AA2427 EXHIBIT 3 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 a properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre - price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. The request can be sent by e-mail to: purchasing(i4ityofdenton.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 $225,000. Pricing shall be per Exhibit E attached. 7. Delivery Lead Time Product shall be delivered to the City per the days/weeks noted in Exhibit E after receipt of the order. Contract 6327 -Anixter DocuSign Envelope ID: EA53EA9F-A034-4126-9661-2705A6AA2427 EXHIBIT 3 Fxhihit 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 6327 -Anixter DocuSign Envelope ID: EA53EA9F-A034-4126-9661-2705A6AA2427 EXHIBIT 3 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, 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. Contract 6327 -Anixter DocuSign Envelope ID: EA53EA9F-A034-4126-9661-2705A6AA2427 EXHIBIT 3 C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ("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: Contract 6327 -Anixter DocuSign Envelope ID: EA53EA9F-A034-4126-9661-2705A6AA2427 EXHIBIT 3 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 6327 -Anixter DocuSign Envelope ID: EA53EA9F-A034-4126-9661-2705A6AA2427 EXHIBIT 3 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 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 Contract 6327 -Anixter DocuSign Envelope ID: EA53EA9F-A034-4126-9661-2705A6AA2427 EXHIBIT 3 remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY -PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY — TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY — DELIVERABLES: The Contractor warrants and represents that all Contract 6327 -Anixter DocuSign Envelope ID: EA53EA9F-A034-4126-9661-2705A6AA2427 EXHIBIT 3 deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non -conforming deliverables, or replace the non -conforming deliverables with fully conforming deliverables, at the City's option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be 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 Contract 6327 -Anixter DocuSign Envelope ID: EA53EA9F-A034-4126-9661-2705A6AA2427 EXHIBIT 3 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 6327 -Anixter DocuSign Envelope ID: EA53EA9F-A034-4126-9661-2705A6AA2427 EXHIBIT 3 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) 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 6327 -Anixter DocuSign Envelope ID: EA53EA9F-A034-4126-9661-2705A6AA2427 EXHIBIT 3 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 6327 -Anixter DocuSign Envelope ID: EA53EA9F-A034-4126-9661-2705A6AA2427 EXHIBIT 3 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 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. Contract 6327 -Anixter DocuSign Envelope ID: EA53EA9F-A034-4126-9661-2705A6AA2427 EXHIBIT 3 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas 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. Contract 6327 -Anixter DocuSign Envelope ID: EA53EA9F-A034-4126-9661-2705A6AA2427 EXHIBIT 3 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 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 Contract 6327 -Anixter DocuSign Envelope ID: EA53EA9F-A034-4126-9661-2705A6AA2427 EXHIBIT 3 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 6327 -Anixter DocuSign Envelope ID: EA53EA9F-A034-4126-9661-2705A6AA2427 EXHIBIT 3 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 6327 -Anixter DocuSign Envelope ID: EA53EA9F-A034-4126-9661-2705A6AA2427 EXHIBIT 3 to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year's Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year's Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON -SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub -awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non -Procurement Programs, the State of Texas, or the City of Denton. 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 6327 -Anixter DocuSign Envelope ID: EA53EA9F-A034-4126-9661-2705A6AA2427 EXHIBIT 3 creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT -SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph — i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means - (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 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. Contract 6327 -Anixter DocuSign Envelope ID: EA53EA9F-A034-4126-9661-2705A6AA2427 EXHIBIT 3 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis -Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD -2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Form W -2's to common law employees. Respondent is responsible for both federal and State unemployment insurance 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 Contract 6327 -Anixter DocuSign Envelope ID: EA53EA9F-A034-4126-9661-2705A6AA2427 EXHIBIT 3 Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON -WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party's exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. City's standard terms and conditions 4. Purchase order 5. Supplier terms and conditions Contract 6327 -Anixter DocuSign Envelope ID: EA53EA9F-A034-4126-9661-2705A6AA2427 EXHIBIT 3 Exhibit D 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. Contract 6327 -Anixter DocuSign Envelope ID: EA53EA9F-A034-4126-9661-2705A6AA2427 Con131114 bit E RFP 6327- Pricing Sheet for SUPPLY OF ELECTRIC UTILITY FAULT CIRCUIT INDICATORS Section A - Power Delivery Products Anixter Inc. Corinth, TX Item # COD # EST. ANNUAL QTY UOM Product Description Description 2 Estimated Delivery ARO (Business Unit Price Days) 1 28581200 200 EA FAULT INDICATOR SMALL CABLE, W/OUT LEAD+ POWER DELIVERY 29-6114-000 ONLY $ 146.92 56 2 28581300 150 EA FAULT INDICATOR LARGE CABLE, W/OUT LEAD+ POWER DELIVERY 29-6115-000 ONLY $ 156.92 56 3 n/a 200 EA FAULT INDICATOR HARNESS, 1 -PH CABLE+ POWER DELIVERY 49-6007-106 ONLY $ 26.92 56 4 28581350 150 EA FAULT INDICATOR HARNESS, 3 -PH CABLE+ POWER DELIVERY 49-6007-306 ONLY $ 63.08 56 DocuSign Envelope ID: EA53EA9F-A034-4126-9661-2705A6AA2427 Con FAM131114bit E X' www.ai2i� � � � s.com Anixter Inc. is excited to submit a bid in response to RFP# 6327 — Supply of Electric Utility Fault Circuit Indicators. 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 -fine 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 feel that we would be an exceptional choice to serve as the City of Denton's provider of Fault Circuit Indicators given our close proximity to the central warehouse, The contract will be handled 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 an emergency, and have a commitment to ensuring that your needs are exceeded. Very respectfully, PT991MOM DocuSign Envelope ID: EA53EA9F-A034-4126-9661-2705A6AA2427 Con EXtU131114bit E 1S Rlle"111 0 , I " UA124111,11 Im, su", mmir-wrommummML-sm www.a n ixtemaw orsol ut ions. c o m i 1 iilllll�ri�i I i rimllill:i 11111111:ii i ;;�i! 7mm3w inside Sales Preston Ray (940) 270-7254 Preston. Rgj@�)ar ixter.com Outside Sales Jason Leake (940) 765-2304 Jason. Leake rc�a n i xter.carn Inside Sales Manager — North and South Texas Scott Price (940) 270-7243 Sco-t,rt.Pric2Cq!iini)�ter.coi,n DocuSign Envelope ID: EA53EA9F-A034-4126-9661-2705A6AA2427 Con FAM131114bit E City of Duton P'FP for Supply of Eleciric Litifity Fault Circeijt Indicators SOLIcrrATION CHECKLIST Check Task to be Completed by Respondent Exhibit I — Prici gs� Review Exhibit 2._. General. Provisions and Terins and Conditions Review Exhi�it 3 — Scope of Work/Technical, S ecifications Review Exhibil 4 -- Technical Drawings and Plans (if applicable) "j" i Submission of Exhibit 5 — FTP Atte Form (if ql,licable) D -k eview F'xhibit 6 — Federal i -Rc 1A_ Cover sheet Solicitation number SoRitation narne Fin -ti narne Firm address Contact name Contact fax Website address -ess Contacteinail addi, ...... ---------- Solicitation Checklist Attachnient A- Business OvervleNkl QLWStiOnnaire Docunient how Firrn me is nunirntun qLiaMications (Section 3) Detail to,suj?jort evalliatiOn criteria . ... . .......... . ..... ttachnnent B I c Iron For Attachinent C Safety Record QLiestionnaire (if applicable) Attachrnent D Reference 1"01,171 Attachment E, Conflict of Interest QUe'Alonnaire Forni with signature Attachnient F - AeknoNvl nient Acknowled nient of Addenda -Stibinission si tied by authorized officer. in the order specified below Hard Copy Submission, If stiNi-titting a hard copy, the City reqtnres one (1) or iainal and three (3)) copies,with the pricing sheet stibrnitted electronically in excel oi- emailed in excel towith the Solicitation `,i and narne in the _sjt�ject line. Electronic Subirussion: If SUbtnitting an electronic proposal only, entail to with the Solicitation # and naine in the subject line. 'Fhe pricing sheet (Exhibit I nu.ist be in excel for neat. Submit response, with tabs marking each section, in the following order: Order for Document Submission ---------- Cover Sheet 2 Pridt-) L,` heet -- Exhibit 3 Solicitation Checklist 4 1,rchment A- Business Overview Questionnaire Attachment B Ex qjion Form 6 Artacbment C - Saf7ety Record Questionnaire (if applicable) 7 Attachment D Reference Forni . . .... . .. ... t�ttar.hrxrcrrt f, - Conflict of Questionnaire Form 9 Attachment F - Acknowled-mrient RFP 6327 - Main Document Page I I of 20 DocuSign Envelope ID: EA53EA9F-A034-4126-9661-2705A6AA2427 ConFAH1131114bit E City of Denton RIT for Supply �.,)f Eectm utility! Fault Circuit Indicators XEDNCX9HX1XX%BUSINESS OVERVIEW QUESTIONNAIRE AND FORMS 1. I 'ontract Int'orniation (for ffirrnal contracting purposes): 7'he.1b11o,,i1n,g ink)rrnation will be urwei to ii.,rke a C(Mlract, should.your fir m be seleereti fin- mvarl 0 Firin.'s Le -al Name: Anixter Inc. 0 Address: 2800 Quail Run Dr., Corinth, TX 76208 * Agent Authorized to sign contract (`N�aine): David "Scott" Price 0 Agent's email address., 1 Subsidiary of: N/A Organization Class (circle): Partnership iC(Corporafiion Individual Association 4. 'Fax Payer 1D#: 36-2361285 5. Date Established: Locally inl.9,53 as Temple, Inc.; Anixter established in 1_95,7 6. I ii storical ly Underutilized Business . Yes o CN10 ) 7. Does your c(Rm,,�aa y have an established physical presence in the State offoxa-s, or the City of Denton? fpr pr No, in whIch" es, S. tate of Texas; Covin th, TX, TX acrd rn u Itiple other locations 8, 1) lease provide a detailed listing of all products and/or services that your company provides. Anixter Inc., is a full -line electrical utility distributor. We offer the following services in addition to our vast inventorv- automation engineerincy, lay' -dr vvn vards, job -site traders, consignment Yards, kitting and storm response. 9. Has your company filed or been natned in ariv litigation involving your company and the Owner on as contract within die last five years under your curient company i_iame or any other company name? If so provide details of the issues and resolution if available. Include knvsuits where Owner was involved. (Notice: Failure to disclose this information during proposal submissiol:1, and later discovered, may result in contract termination at the Owner"s option.) No RFP 6327 - Main Document Page 12 of -10 DocuSign Envelope ID: EA53EA9F-A034-4126-9661-2705A6AA2427 ConFAM1311141it E City of Denton RFP for Supple of Electric Ufflity Fault Circuit hidicaLors 10. I -lave youewerdefaulted on or fiiiled to coni.. fete a contract tinder your current comparly name or WINocher C0111pany nairic? If so. where and why'? Give naine wid te'lephone nuniber of bvcner. No Flave you ever had a contract terminated b%l the Owner'? If so, where and why'? Give riaatne and telephone number (s) of Owner (s). No 121. Flas your company implemented an Etuployce health and Safety Prograrn compliant with 29 CFR 1910 "General Industry Standards" an&or'�9 CFR 1926 "'General Construction StandT-ds' as fliey apply to your Company's customary activities? N/A; safety program and training exceed OSHA standards 13. Resident,,, Non-Resi dent Bidder Determination: 'Texas Government Code Section 2252.002: Non-resident bidders. Texas law prohibits citiesarid other (,overnmental units, f7-orn awarding contracts to a nor -resident fin -n unless The amount of such a bid is lower than the lowest bid by aTexas resident by the arnowit the Texas resident woWd be required to underbid in the non-resident bidders' sLate, In order to make this detennination, please provide the nanie, address mid phone number of: a. Responding firms principle place of business.- 2800 Quail Run Dr., Ste. 100, Corinth, TX 76208 Ir, Company's majority owner principle place of'business: Anixter, Glenview, 1.1, 1JItirriate Parent Company's principle place of business: 2301 Patriot Blvd. C'rlenvieNv, IL 60026 RFP 6327 - Maiii Document Page 13 of 20 DocuSign Envelope ID: EA53EA9F-A034-4126-9661-2705A6AA2427 ConEMU1311141it E City of Dentoti RFP for Supply of Electric Utfliry Fault Circuit Indicators 14, Provide details to stipport the evaluation criteLkI., iLi ductingo cNO-ell-and deliven% Anixter Inc., is committed to meeting delivery requirements as outlined in our quotation. We have over 60 years of experience handling anything ft-orblanket agreements to full - line integrated supply arrangements. We maintain over S50 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 any organizations for emergency outage response. We always strive to exceed expectations of our customers. IS. Provide details on how firm meets the m1nim,u,m gualifications stated in this Main document Section 3. a. The details must be conipleted on this form, and shall not point to another docurnent in the respondent's proposal. b. Sign below and return. form with Chial 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: Integrated SupI ALg-reemenCory ts: seElectric (since 1999), Sharyla996 nd Utilities (since 1), _plv Tri -County Electric, Lamar Electric, and Oncor Blankets: CPS San Antonio, Lubbock Power & Light, City of San Augustine and City of Brownfield RIT 6327 - Nlahi Docuuietit 1-14ge 14 o 2 DocuSign Envelope ID: EA53EA9F-A034-4126-9661-2705A6AA2427 ConFAtU1311141it E City of Denton RFII for Supply of ElectrIC UfllitV FaUlt Circuit Indicators I certify that our firm meets the minimum qualifications as stated in this Main docurnent, Section 3. Signature f. conlpanyF Date R 632'7 - Main Document Page 15 of 20 DocuSign Envelope ID: EA53EA9F-A034-4126-9661-2705A6AA2427 CpnJR11141it E Uty it 1 Jenton RFP for Silpply of Elec"He Utihty Fwfltr Cilreit Indicators MMMM, WSUBINTISSION EXCEPTIONS/CLARIFICATIONS An -v exceptions or clarifications taken to this solicitation (including ter nis and conditions in Exhibit 21 the Gencral Provisions and Ter ins, and Conditions) must be itemized on t'he lines below. Additional pages may be adcled as needed. If tl-iere are no exceptions or clarifica-tions. Please sign whe-e indicated at the bovoin ol'the page. Item, � Description I.) Insurance. Anixter prefers, to take on the responsibility of not&ying its customers in the event there is a material change or cancellation 'Lo required insurance co -vera ges, If the CitV 0 requires that the notice con.-ic from our broker. we willriced to get approval tbr an endorsement to our policies for specific notice to the Cita. 2.) Insurance. NN"e generally do not permit customers to review our policies and endorsements. but we -would be willing to have a discussion with yoti about your coverages as it relates to this RFP and the resulting agreement -1.) Nbt-withstanding anv%lhina to the contrary contained herein. in no event'%,vill Contractor be liable for Rquidated dainages in excess of t-�vo percent (2%) of the contract pnice. 4.) Anixter is only providing pricing for only Power Defivery Product "PDP" on RFP # 6327, Anixter wM not be providing a quote on beha[f of Smart Grid, tit' IT 6'27 - Mabl, Docunient Page 16 oft"20 DocuSign Envelope ID: EA53EA9F-A034-4126-9661-2705A6AA2427 ConEMU1311141it E City of Denton RFP for Supply of Electric Utility vault Circuit Indicators The abow exceptions Laid clarifications (and any additional pages identified) are the ONLY exceptions/clari It cations to the specifications. General Pro%;Isions and Terms and Conditions in Exhibit 2, and sample contract to this solicitation. I understwid that the City may not accept additional exceptions produced after final submission of this proposal, 1/ Si -nature Company ZP that No Exceptions are taken to this solicitation or the General Provisions and Terni and Conditions in Exhibit 2. S ignature Conipany Date RIT 6327 - Main DDCUMC111 Pa(ze 17 of'20 DocuSign Envelope ID: EA53EA9F-A034-4126-9661-2705A6AA2427 ConFAM1311141it E City of Denton RFP for Supply of Electric [rtility Vault C✓'ircuit Indicators KNI11,11,44MA41,11►�° Please list three ( 3) Government references, other than the City of Denton, who can verif;, the clualit� of wr ice your company provides, i'lie City prefers customers of similar size and scope sof Svc=rl; to this solicitation. REFERENCE ONE ft0VF,,RNlv`lENT`iCCJMpAN Y NAM E: SCOPE OF WORK: COTRAC I` PE IOD-.. REFERENCE TWO CONTACT PERSON AND TIYU� c `II:LEPIIOi,`I NLJI BERG i REFERENCE THREE C:C N"F C T PERSON AND TITLE: %� SCOPE OF WORK: RFP 6327 - Main Document Page 19 of'20 DocuSign Envelope ID: EA53EA9F-A034-4126-9661-2705A6AA2427 ConFAMBIlklit E City of Denton R17P for Supply of Electric Utility Fault CifCUiT Indicators R MM 111111i 111111111111!� 111111 E 0'r. i W CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ or vendor or other person doing business with local governmental entily xThis questionnaire reflects changes made to the law by KB. 23, 84th Leg., Regular Session. !This questionnaire k being filed in accordatice with Chapter 176. Local Governnaent Code, by a vendor who has a business relationship as 5 1 • defined by Section 176.00](1-a) with a local governmental entity and the vendor meets recltairernlcants under Section 176.006ta), I 13v [aw this, questionnaire must be fited with the records administrator of the local covernment entity not later than the 7th husiness dav of the date the vendor beconies avvare of' facts that require the statement to be filed. See Section 176.011160a_1), Locaf Government Code, A vendor coconuts an offense if the vendor kno"44v violates Section 176.006, local Government Code, An offense under this section is a misclenicanor. N2mc of'vendorr,'ho has as businm relationship ivith $ocA �)ov"-nmental catity. --eviou r Chccli this box if are rlin�,anupdatetoap? -sly Filed questionani C, ("'tic 1mv requires that you lite 311 updated curing lctcd quc,aionnahe with the appropri,11C filill't' aULh0ri1V Rot, latcr thar, Lbe T' busint,,w d�iN afiter tbi date on vvhich you becLuric aware that, Llai--Oria-,Li2!-11 filed qwqionnatre was, alc(0111 flete or inaccuate.) irk nu o—il-cal government officer about )i horn the informatioTi in this section is Lacing disclosed. Nanic OfoCillcer Hiis section. (item 3 inchuding subpart� A� B, C,& 1)), must be cornpictcd for c;nch officer with whom the vendor has an employment or other business rCjpgjotjSjjjtj as ,jefilfled L)° SeCGon 1176,001( l -a), Local Governkri=t Code. Attach additional pages to this Form ClQ as nCCc,,Nar-%,. i A. N the local Lyovernment officer narned in this section rcc6ving or Rely to rmcive taxable Mien w, other than invc,,(n,,)ent nicorae, from 61C vendor'? yc,y No I s di c ven d or rcce i v i i i err I i k d y to mx i \,v tax at) I c i P ic o t vie, o t I i e r tl i a t i i riv es Lr n c it ( i t i c o E tic, Cron i or` at the d i ro et i o n col t] e lo c al govern E it ej it o Mice r named in this section AND the Laxable income is not received firom the iocal govenimental entity"' Yes No 'I C, Is the ffler (Afthis que,[ionnairc en-iploycd by a corporation or otlicr business endty with respect to'Miich dic IoQal government officer serves as an offi cer or director. or holds an ownership of one percent or more? No 17, t)escoticeach employment orl-46,irwss and fiamily relaOonship "vith the local goveruniena officer-itllned in this sccdon, me no Conict of Interest tar disclose. i. . .. ... . .......... . ... . ....... 4 511 Signature of vcndor doing busitic," with the govemmental emity Date --- ---------- RFP 6127 - Main Docuixient Page 19 of 0 DocuSign Envelope ID: EA53EA9F-A034-4126-9661-2705A6AA2427 ConFAM1311141it E City ot'Denton RFP for Supply of Flectric Utility Fault Circuit Indicators i 1111i 111 � 11 The undersigned agrees this submission becomes the property of the City of Denton after the official opening' The Linde rsigned affirms he has farniliarized himself with the specification, driwinos, exhibits and other CJOCLADICMS; the local conditions under which the work is to be perflorrned, sitisfied himself" of the conditions of deliverv., handling and storage ofmaterials and equipment; and all other matters that will be required for -the work before submitting a response. The undersioned agrees, if this sub.mission is accepted, to furnish any and all items./services upon which prices are orfered, at the price(s) and upon the terms and conditions contained in the specificatiou. The period for acceptance of thi.s, submission wH1 be 120 calendar days unless a different period is noted. The undersigned affirms that they are duly authorized to, execute !his contract, that this submission has not been prepared ill collusion with any other respondent, nor any employee of the City of Denion, and that the convents of this submission have not been communicated to any other respondent or to any employee of the CitA, of Denton prior to the acceptance oc this submission, Respondent hereby assigns to the City any and all clainis for overcharges associated with fli I s contract which arise under the antitrust laws of ffie'bnited States', 15�USCA Section I �qt_se�J_ and which arise under the antitrust laws ofihe State, of Texas, Tex, 13 us. & Com. Code, Section 15. 01, et The undersioned affirms that they have read and do understand the specifications, aH exhibits and attachments contained in this solicitation package. The undersigned aorces 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 �1,,xhibit 1), Nvithout clearly identifying Changes. The undersigned understands they will be responsible for monitoring the City of Denton Purchasin'a Website at: a x", �'c)` to eaSLIN they have downloaded arid si ned all addendum(s) cX la- required for submission with their response. I certify , that I have made no willful rnisrepresentations in this subinission, nor have I mvithheld information in my statements and answers to questions. I aril aware that the information given by tire in this submission Nvill be investigated, 7 with my full permission, and that any misrepresentations or on-iissions may cause my submission to be rejected. Acknowledge receipt of following addenda to the solicitation: Addendum N-o I Dated Addendurn No 2 Dated Addendum No 3 Dated NAME AND ADDRESS OF COMPANY - Anixter [lie. -7800 Quail Run Dr. ste100 Corinth, TX 76208 'I"el. No. t) 11270-7243 Erna i 1.Scott, Lldq L),LeLa11 Received Received Received AUTHORI ZT' 11 EF R F;,� F',, N IS Date: 'Name David "Scott" Prioe Title: Inside Sale_Akatvw'qt: Fax No. 1_9147 RFP 6.327 - N4airi Docunient Macre 20 of"?f0 DocuSign Envelope ID: EA53EA9F-A034-4126-9661-2705A6AA2427 ConEXtU1311141it E �Leader The a r I&n t lGk: dlnderground FCfs <i,eL7ue rh ead FCIs ^•=^Dis#rrGu#ion A.[omatran Contac#Form ����y ( FC1 F -*Directional Fauit Indicators —`---installation 265558 H Bomb FJndge Rd Surie 100 fliph_ 63ho-ne: 7rlJ-587-SG=14 Fax: ;°.70-587-44�J 77 -66 -4497 January 31, 2017 To whom it may concern, Power Delivery Products, Fred Oberlender & Associates (Manufacturer Rep for Power Delivery Products in Texas) has granted Anixter Supply in Corinth TX to be an "authorized" distributor for Power Delivery Products for the City of Denton. Thank you for your interest in Power Delivery Products. Feel free to contact us if anything else is needed. Yours very truly, FRED OBERLENDER & ASSOCIATES, INC. Steve Oberlender Inside Sales Certificate Of Completion Envelope Id: EA53EA9FA034412696612705A6AA2427 Subject: City Council Docusign Item - 6327 -Anixter Source Envelope: Document Pages: 39 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 2/21/2017 1:59:18 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: Scott Price scott.price@anixter.com Sales Manager Anixter Inc. Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 2/22/2017 8:51:20 AM ID:6594470b-084a-4d42-b95f-969bee922396 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 [11-51g..d by: 5'. `l OF9D74790307455 Using IP Address: 149.128.8.245 Caacusigned by: scznzea0 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: 2/21/2017 2:02:47 PM Viewed: 2/21/20172:03:01 PM Signed: 2/21/2017 2:03:46 PM Sent: 2/21/2017 2:03:48 PM Viewed: 2/22/2017 8:51:20 AM Signed: 2/22/2017 8:52:29 AM Sent: 2/22/2017 8:52:32 AM Viewed: 2/22/2017 11:44:50 AM Signed: 2/22/2017 11:45:27 AM Sent: 2/22/2017 11:45:28 AM Viewed: 2/22/2017 5:12:08 PM 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 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 Editor ❑eliver❑ Events Status ❑gent ❑eliver❑ Events Status rntermediar❑ ❑eliver❑ Events Status Certilled ❑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 1:39:51 PM ID:04463961-03db-4c4d-9228-d660d6146ed6 Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 2/22/2017 8:52:31 AM Sent: 2/22/2017 8:52:31 AM Viewed: 2/22/2017 8:54:27 AM EXHIBIT 3 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: Laura Hermosillo laura.hermosilla@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 2/22/2017 11:45:28 AM ❑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: Scott Price, 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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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. 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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. EXHIBIT 4 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND TECHLINE, INC (FILE 6327) THIS CONTRACT is made and entered into this date , by and between Techline, Inc., a corporation, whose address is 5401 Martin St., Fort Worth, TX 76119, 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 96327- Electric Utility Fault Indicators, 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 6327 (Exhibit "B" on rile 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 6327-Techline DocuSign Envelope ID: FFBF837A-5A5A-4698-8BD1-2377C2137114 EXHIBIT 4 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. Techline, Inc. SUPPLIER OocuSigned by: BY: N� AUTHC .,.se7-aLcE-.—.,-,..URE Date: 2/24/2017 Name: Nathan Chan Title: Inside Sales 817-561-9900 PHONE NUMBER nathan.chan@techline-inc.com EMAIL ADDRESS 2017-171394 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, INTERIM CITY ATTORNEY Contract 6327-Techline DocuSign Envelope ID: FFBF837A-5A5A-4698-8BD1-2377C2137114 EXHIBIT 4 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 dentonpurchasin 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. 5. Price Escalation and De-escalation Prices quoted for the commodities must be firm for a period of one year from date of contract award. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) for other electrical equipment manufacturing (PCU33593359). The price will be increased or decreased based upon the annual percentage change in the PPI. 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 Contract 6327-Techline DocuSign Envelope ID: FFBF837A-5A5A-4698-8BD1-2377C2137114 EXHIBIT 4 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 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.cityofdenton.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 $55,000. Pricing shall be per Exhibit E attached. 7. Delivery Lead Time Product shall be delivered to the City per the days/weeks noted in Exhibit E after receipt of the order. Contract 6327-Techline DocuSign Envelope ID: FFBF837A-5A5A-4698-8BD1-2377C2137114 EXHIBIT 4 F,xhihit 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 6327-Techline DocuSign Envelope ID: FFBF837A-5A5A-4698-8BD1-2377C2137114 EXHIBIT 4 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor's price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to 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. Contract 6327-Techline DocuSign Envelope ID: FFBF837A-5A5A-4698-8BD1-2377C2137114 EXHIBIT 4 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.). 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: Contract 6327-Techline DocuSign Envelope ID: FFBF837A-5A5A-4698-8BD1-2377C2137114 EXHIBIT 4 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 6327-Techline DocuSign Envelope ID: FFBF837A-5A5A-4698-8BD1-2377C2137114 EXHIBIT 4 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 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 Contract 6327-Techline DocuSign Envelope ID: FFBF837A-5A5A-4698-8BD1-2377C2137114 EXHIBIT 4 remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY -PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY — TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY — DELIVERABLES: The Contractor warrants and represents that all Contract 6327-Techline DocuSign Envelope ID: FFBF837A-5A5A-4698-8BD1-2377C2137114 EXHIBIT 4 deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non -conforming deliverables, or replace the non -conforming deliverables with fully conforming deliverables, at the City's option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be 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 Contract 6327-Techline DocuSign Envelope ID: FFBF837A-5A5A-4698-8BD1-2377C2137114 EXHIBIT 4 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 6327-Techline DocuSign Envelope ID: FFBF837A-5A5A-4698-8BD1-2377C2137114 EXHIBIT 4 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 6327-Techline DocuSign Envelope ID: FFBF837A-5A5A-4698-8BD1-2377C2137114 EXHIBIT 4 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 6327-Techline DocuSign Envelope ID: FFBF837A-5A5A-4698-8BD1-2377C2137114 EXHIBIT 4 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 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. Contract 6327-Techline DocuSign Envelope ID: FFBF837A-5A5A-4698-8BD1-2377C2137114 EXHIBIT 4 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 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. Contract 6327-Techline DocuSign Envelope ID: FFBF837A-5A5A-4698-8BD1-2377C2137114 EXHIBIT 4 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 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 Contract 6327-Techline DocuSign Envelope ID: FFBF837A-5A5A-4698-8BD1-2377C2137114 EXHIBIT 4 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 6327-Techline DocuSign Envelope ID: FFBF837A-5A5A-4698-8BD1-2377C2137114 EXHIBIT 4 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 6327-Techline DocuSign Envelope ID: FFBF837A-5A5A-4698-8BD1-2377C2137114 EXHIBIT 4 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 Da (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, Contract 6327-Techline DocuSign Envelope ID: FFBF837A-5A5A-4698-8BD1-2377C2137114 EXHIBIT 4 creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT -SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph — i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means - (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. I Oa - l Od) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The 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 6327-Techline DocuSign Envelope ID: FFBF837A-5A5A-4698-8BD1-2377C2137114 EXHIBIT 4 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 htto://www.dol.(4ov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD -2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery, (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Form W -2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers' Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug -Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government -wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug -Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the 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 6327-Techline DocuSign Envelope ID: FFBF837A-5A5A-4698-8BD1-2377C2137114 EXHIBIT 4 Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON -WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party's exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. City's standard terms and conditions 4. Purchase order 5. Supplier terms and conditions Contract 6327-Techline DocuSign Envelope ID: FFBF837A-5A5A-4698-8BD1-2377C2137114 EXHIBIT 4 Exhibit D 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 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 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. Contract 6327-Techline DocuSign Envelope ID: FFBF837A-5A5A-4698-8BD1-2377C2137114 EXHIBIT 4 Contract 6327- Exhibit E irrr�rrrrrrrrr� January 31St, 2017 RFP# 6327 — Supply of Electric Utility Fault Circuit Indicators Nathan Chan nehan cr,techline-inc,com Techline, Inc. 5401 Martin St. Fort Worth, TX 76119 P: 817.561.9900 F: 817.561.9902 http://www.techline,-inc.com/ 5401 Martin St., Fort Worth, TX 76119 Phone (817) 561.-9900 • Fax (817) 561-9902 DocuSign Envelope ID: FFBF837A-5A5A-4698-8BD1-2377C2137114 EXHIBIT 4 Contract 6327- Exhibit E RFP 6327 -Pricing Sheet for SUPPLY OF ELECTRIC UTILITY FAULT CIRCUIT INDICATORS Techline, Inc. Section B - Smart Grid Products Fort Worth, Tx Estimated Delivery ARO Item # COD # Product Description Description 2 EST. ANNUAL (Business QTY UOM Unit Price Days) SMART GRID FI -3A SO4LRA, 4 HOUR 5 28581400 100 EA FAULT INDICATOR, 1PH OH + CLEARING TIME - ONLY $ 165.00 1 30 DocuSign Envelope ID: FFBF837A-5A5A-4698-8BD1-2377C2137114 EXHIBIT 4 Contract 6327- Exhibit E City of Denton RFP for Supply of Electric Utility Fault Circuit Indicators Fluor Orm- � ". r, 1. Contract Information (for formal contracting purposes): The olloiving information wi/1 be used to ivrite a contract, should yourfir in be selectedfor mwr•d 0 Firm's Legal Name: W C , " WI Address: 5401 ti ,M., I w Agent Authorized to sign contract (Name): N 0 Agent's email address: I ,- i C-. 2. Subsidiary of: 3. Organization Class (circle): Partnership Corporation Individual Association 4. Tax Payer ID#: — D 4 1 5, Date Established: 1 6. historically Underutilized Business: Yes o& 7. Does your company have an established physical presence in the State of Texas, or the City of Denton? (!es pr No, in which? 'T 8. Please provide a detailed listing of all products and/or services that your company provides. Nea'ge- SeeA 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 subnnission, and later discovered, may result in contract termination at the Owner's option.) 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. RIP 6327 - Main Document Page 12 of 18 DocuSign Envelope ID: FFBF837A-5A5A-4698-8BD1-2377C2137114 EXHIBIT 4 Contract 6327- Exhibit E City of Denton RFP for Supply of Electric Utility Fault Circuit Indicators 11. Have you ever had a contract terminated by the Owner? If so, where and why? Give name and telephone nramber (s) of Owner: (s). 12. Has your company implemented an Employee Health and Safety Program compliant with 29 CFR 1.91I1 "General Industry Standards" and/or 29 CFR 1926 "General Construction Standards" as they apply to your Company's customary activities? htti)://w"vw.oslia.t4ovh)Is/osliaweb/owast-clr.seai•clx 1'orni?p doe2e=STANDARDS� ptoc level=l&p keyvaltie-1926 11 Resident/Non-Resident Bidder Determination: Texas Government Code Section 2252.0112: Non-resident bidders. Texas law prohibits cities and other governmental units from awarding contracts to a non-resident firm unless the amount of such a bid is lower than the lowest bid by a Texas resident by the amount the Texas resident would be required to underbid in the non-resident bidders' state. In order to make this determination, please provide the name, address and phone number of: a. Responding firms principle place of business: fo qk b. Company's majority owner principle place of business: c. Ultimate Parent Company's principle place of business: tv\ , RFP 6327 - Main Document Page 13 of 18 DocuSign Envelope ID: FFBF837A-5A5A-4698-8BD1-2377C2137114 EXHIBIT 4 Contract 6327- Exhibit E City of Denton RFP for Supply of Electric Utility Fault Circuit Indicators 14. Provide details to support the evaluation criteria, including experi mce and €lcli_v_ez� ASO �to t� � of �&NVA 14M 10 I 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. i DocuSign Envelope ID: FFBF837A-5A5A-4698-8BD1-2377C2137114 EXHIBIT 4 Contract 6327- Exhibit E City of Denton RFP for Supply of Electric Utility Fault Circuit Indicators Aly 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 clarittcations, please sign where indicated at the bottom of the page. Item # Description 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 Company Date No Exceptions are taken to this solicitation or the General Provisions and Terms and Conditions in Exhibit 2. Signature lecklitne loc. '�tsi loll Company Date RFP 6327 - Main Document Page 15 of 19 DocuSign Envelope ID: FFBF837A-5A5A-4698-8BD1-2377C2137114 EXHIBIT 4 Contract 6327- Exhibit E City of Denton RFP for Supply of Electric Utility Fault Circuit Indicators Please list three (3) Govemment references, other than the City of Denton, who can verify the quality of service your company provides. The City prefers customers of similar size and scope of work to this solicitation. REFERENCE ONE GOVERNMENT/COMPANY NAME: LOCATION: �� g CONTACT PERSON AND TITLE: _ of a`l TELEPHONE NUMBER: 5 � 40S SCOPE OF WORK: � CONTRACT PERIOD: ( REFERENCE TWO GOVERNMENT/COMPANY NAME: 1t rA'' LOCATION:. CONTACT PERSON AND TITLE: 4t 1,1 F TELEPHONE NUMBER: S11— SCOPE OF WORK: CONTRACT PERIOD: Id U REFERENCE THREE GOVERNMENT/COMPANY NAME: fl %V"& r oov LOCATION: CONTACT PERSON AND TITLE: Rlmi jlz A TELEPHONE NUMBER: 10 - 1O SCOPE OF WORK: CONTRACT PERIOD: RFP 6327 - Main Document Page 16 of 18 DocuSign Envelope ID: FFBF837A-5A5A-4698-8BD1-2377C2137114 EXHIBIT 4 Contract 6327- Exhibit E City of Renton RFP for Supply of Electric Utility Fault Circuit Indicators CONFLICT OF INTEREST QUESTIONNAIRE - FORM tCI For vendor or outer 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 pled in accordance with Chapter 176, Local Government Code, by a vender who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor rnects 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 lcrtowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. I Name of vendor wlro has a husiaaess a•elakioarship with local gaveraamcnkal entity. El 2 Check this hos if you are filing an update to rt previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7's 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. Nance of Officer This section, (item 3 including subparts A, 13, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local governnnent officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes 12f No B, Is the vendor receiving or likely to receive taxable income, other than investment inncorne, from or at the direction of the local government officer named in this section ANIS the taxable incom not received from the local governmental entity? E] Yes 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? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose.. 5 •,. 2,0 Signature of vendor doing business with the govemmental entity Date RTP 6327 - Main Document Page 17 of 18 DocuSign Envelope ID: FFBF837A-5A5A-4698-8BD1-2377C2137114 EXHIBIT 4 Contract 6327- Exhibit E City of Denton RFP for Supply of Electric Utility Fault Circuit Indicators 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 iterns/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, Despondent 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 see,, 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 that the solicitation package posted on the website are the official specifications and shall not alter the electronic copy of the specifications and/or pricing sheet (Exhibit 1), without clearly identifying changes. The undersigned understands they will be responsible for monitoring the City of Denton purchasing Website at: http://www.cit3,ofdentoii.convindex.aspx?page 397 to ensure they have downloaded and signed all addendum(s) required for submission with their response. I certify that I have made no willful misrepresentations in this submission, nor have I withheld information in nay 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 Received Addendum No 2 Dated Received Addendum No 3 Dated Received NAME AND ADDRESS OF COMPANY. -_ 1 t °., a. gy11 Tel. No, I - 1 Email. l r t i AUTHORIZED REPI1ES TATIVU� Signature C` Date 2.011 Name L a Title �� s -_ Fax No. 171- 1 RFP 6327 - Main Document Page 18 of 18 DocuSign Envelope ID: FFBF837A-5A5A-4698-8BD1-2377C2137114 EXHIBIT 4 101s s,�! r jd 41,1111Y, Contract 6327- Exhibit E L= '' '}i �� !u 1},';,11 `�4 S a LUN an S January 31,2017 To Whom It May Concern: This letter is meant to inform any interested party that Techline is an authorized distributor for all Smart Grid Solutions' products. Sincerely, William Marshall 131,4lne: 5 1 '2-78'2-9698 o IFax: 5 1 '2-686-3792 o w,i-na,,-sla--((-,,,,si-na,,-c(,-,-idso-utions,coi-n Certificate Of Completion Envelope Id: FFBF837A5A5A46988BD12377C2137114 Subject: City Council Docusign Item - 6327- Techline Source Envelope: Document Pages: 35 Signatures: 1 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 2/21/2017 2:04:01 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: Nathan Chan nathan.chan@techline-inc.com Inside Sales Techline, Inc. Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 2/21/2017 2:07:21 PM ID:8ca108f3-e055-41a2-8280-32b20bc0041d 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 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Todd Hileman todd.hileman@cityofdenton.com Security Level: Email, Account Authentication (Optional) EXHIBIT 4 Holder: Karen E. Smith karen.smith@cityofdenton.com Signature =1 Using IP Address: 129.120.6.150 85ocs,9®0n. by r9�7587GE"4F24 Using IP Address: 75.17.248.26 Status: Sent Envelope Originator: Karen E. Smith karen.smith@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 2/21/2017 2:06:07 PM Viewed: 2/21/20172:06:20 PM Signed: 2/21/2017 2:06:58 PM Sent: 2/21/2017 2:07:00 PM Resent: 2/24/2017 1:53:30 PM Viewed: 2/21/20172:07:21 PM Signed: 2/24/2017 2:54:04 PM S e C U R t D Signer Events 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 Editor ❑eliver❑ Events ❑gent ❑eliver❑ Events Crhtermediar❑ ❑eliver❑ Events Certified ❑eliver❑ Events Caron Cop[] Events 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: Sherri Thurman sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 10/9/2015 1:39:51 PM ID:04463961-03db-4c4d-9228-d660d6146ed6 Jennifer Bridges jennifer.bridges@cityofdenton.com Security Level: Email, Account Authentication (Optional) EXHIBIT 4 Signature Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 2/24/2017 2:54:06 PM Viewed: 2/24/2017 3:01:25 PM Sent: 2/24/2017 2:54:06 PM EXHIBIT 4 Caron Cop[] Events Status Timestamp 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 Hermosillo laura.hermosilla@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 2/24/2017 2:54:07 PM ❑allnent Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 4/20/2015 9:25]@IBIT 4 Parties agreed to: Nathan Chan, Todd Hileman, Robin Fox 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 17-287, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Engineering Services ACM: Jon Fortune DATE: March 7, 2017 SUBJECT Consider adoption of an ordinance releasing, abandoning and vacating a 2.249 acre public drainage easement granted to the City of Denton, Texas, by Teasley Commons, Ltd. on August 5, 2004 and recorded as Instrument No. 2004-111117, Real Property Records, Denton County, Texas, situated in the C. Poulallier Survey, Abstract No. 1006, Denton County, Texas, and located within the 3200 block of Teasley Lane. [Minor Plat, Teasley Commons, Lots 5 & 6 Block A] BACKGROUND On January 30, 2017 the property owner, CDI Sundown LLC, Ltd., made a formal request for the City to abandon and vacate a 2.249 acre public drainage easement to remove that easement encumbrance so that Lots 5 and 6 Block A, Teasley Commons Addition can be developed. The subject easement was conveyed to the City in 2004 for the development of Lot 2, Teasley Commons Addition, also known as the South Denton DATCU branch location. The drainage easement was to provide an interim storm water detention solution so that the DATCU lot could be developed ahead of an overall permanent drainage solution for the remainder of the development. The Owner has recently submitted plans for a permanent drainage solution which are currently under review. The ordinance is styled so that the release of the subject drainage easement is contingent upon the approval and acceptance by the City of the drainage improvements and the recordation of the final plat dedicating the land rights necessary to accommodate the permanent drainage solution. The subject abandonment request was reviewed by The Development Review Committee, and staff recommends the approval provided the following conditions have been met: (1) upon the construction, completion, and acceptance by the City of the planned permanent drainage infrastructure required for the overall Teasley Commons Addition; and (2) upon the dedication of new drainage easements to the City, as evidenced by the recordation of the pending final subdivision plat of Lots 5 and 6, Block A, Teasley Commons Addition. 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 interests of the general public to abandon the government's rights in the subject City of Denton Page 1 of 2 Printed on 3/3/2017 povveied by I_egivt9i IN File #: ID 17-287, Version: 1 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 drainage application in the future). 2. The easement abandonment tract is not slated for utilization for any future public drainage, save that area to be dedicated by required plat. 3. The easement abandonment will be in the public interest, because the area for the subject abandonment will no longer be needed by the public, once the conditions for abandonment have been fulfilled. 4. This abandonment will not set precedent, because the above three standards have been met. OPTIONS 1. Approve the proposed ordinance. 2. Not approve the proposed ordinance. 3. Table for future consideration. RECOMMENDATION Staff recommends approval of the ordinance. ESTIMATED SCHEDULE OF PROJECT Spring of 2017. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Development Review Committee recommended approval on February 17, 2017. EXHIBITS 1 Location map 2 Pending Teasley Commons plat depiction 3 Applicant request letter 4 2004 Drainage Easement 5 Ordinance Respectfully submitted: John T. Davis, PE Director of Engineering Services Prepared by: Mark A. Laird Real Estate Analyst City of Denton Page 2 of 2 Printed on 3/3/2017 povveied by I_egist9i I;, LOCATION MAP IRWINO w 0 ffmw �6.. -, __ N WE Teasley Commons Addition Drainage Easement Abandonmentmom S, DENTON ��s Exhibit 1 to the AIS 2,500 1,250 0 2,500 5,000 7,500 Feet TEASLEY LANE I I CVS lLOT 1, BLOCK A ORTHODONTIST TEASLEY COMMONS ---, I I I ,`----'r16' P.U.E. BANKI LOT 4, BLOCK A TEASLEY C OMMONS 20' PUBLIC I DOC. ,#2011-108 '_ _ P.R. D.C.T. ACCESS EASEMENT DOC. #(2011-76 I I P.R.D. C. T. I I FI.R. S 89'47'13" E 129.47' X IN CONC i 3 � I HENRY S. MILLER o COMPANY TO 2 DEN TON I.S.D. VOL. 979, PG. 174 D.R.D.C. T REMNANT ALEXANDER MANAGEMENT, LLC. AND E.E. ALEXANDER FAMILY LIMITED PARTNERSHIP TO TEASLEY COMMONS, LTD. VOL. 5320, PG. 2275 R.P.R.D.C.i. F.I.R. SAM HOUSTON ELEMENTARY '+ LOT 3, BLOCK A TEASLEY COMMONS R=200.00' DOC,#2011-76 L=45.38' P. D. C.T cd=45.28' 6-S 6'29'56" E 4=13 00'01 " I.R. 11 S 115957" E N4' '0495 '24 E IR 54 — S.I.R. LOT 6 2.653 ACRE ZAINAGE AND DETENTION EASEMENT ACCESS EASEMENT CITY OF DENTON AND DENTON I.S.D. C.F. #93-R0058368 73.: EXHIBIT 2 attachment to AIS DATCU LOT 2, BLOCK A TEASLEY COMMONS, PHASE II CAB. V. PG. 816 P.R.D. C. T. 1 I I I I I I I i I I I I II I , I 24' P.U.E. CITY OF DENTON VOL. 5381, PG. 230 s ' 1' I I ' N 88 4440 E 280 3T 3 /r.0. W 0/SC - a ..,, ,", - .- -. ,_ R.IR - 27313 ^`9.2s 729 i i M� N , N 8910534 E N 889338" E J9150'__ .1 82-------- _____ _ __ ___� r5. O.W. ATE OF TEXAS ` 1 25' P.u.�., D.E. & I R. DOC S#2011-30271 CONC F 25' P.U.E ___ 1 I �,_ , .C. i. 2 ACCESS ASEMENT , � j S,,^4_� _ ____ ____________________ 118.51', 1 1 TEMPORARY DRAINAGE AND DETENTION EASEMENT -I'.i N`I� I�e CITY OF DENTON nl MI ^'1 "� I 0 i �- 1^ DOC. #2004-111117 ai i^i N i0 (TO BE REMOVED BY SEPARATE INST.).: 1 1 � �N .NQI n4tuwas .eA�O••ro.,..:s,�" x„.. LOT 5Ni waz^II1� I�> p L6 w {wazi 1.313 ACRES BLOCK A 1 1 Il J)wa�{J i"gym' ACCESS EASEMENT i Ji CITY OF DENTON AND 1 1n iagini j , DENiON I.S.D. `` I� a j al w i i+ps DOC. #2011-4635 _______—x____-.�' ky 4.58 $ 88'4403 W 23750' 44.64' � I I � 14ry 88'44 03 W 474.46 ROW 0/SC —PO LOT 1, BLOCK A R.N.W. ADDITION CAB. H, PG. JJB 16' D.E. P.R.O. C. T. CAB. H, PG. 338 SOUTH FIRE STATION BRANCH No. 6 LIBRARY Lot Depiction of Pending Final Plat of Lots 5 & 6, Teasley Commons Addition I CVS lLOT 1, BLOCK A TEASLEY COMMONS CAB. V, PG. 136 P.R.D.C. T DATCU LOT 2, BLOCK A TEASLEY COMMONS, PHASE II CAB. V. PG. 816 P.R.D. C. T. 1 I I I I I I I i I I I I II I , I 24' P.U.E. CITY OF DENTON VOL. 5381, PG. 230 s ' 1' I I ' N 88 4440 E 280 3T 3 /r.0. W 0/SC - a ..,, ,", - .- -. ,_ R.IR - 27313 ^`9.2s 729 i i M� N , N 8910534 E N 889338" E J9150'__ .1 82-------- _____ _ __ ___� r5. O.W. ATE OF TEXAS ` 1 25' P.u.�., D.E. & I R. DOC S#2011-30271 CONC F 25' P.U.E ___ 1 I �,_ , .C. i. 2 ACCESS ASEMENT , � j S,,^4_� _ ____ ____________________ 118.51', 1 1 TEMPORARY DRAINAGE AND DETENTION EASEMENT -I'.i N`I� I�e CITY OF DENTON nl MI ^'1 "� I 0 i �- 1^ DOC. #2004-111117 ai i^i N i0 (TO BE REMOVED BY SEPARATE INST.).: 1 1 � �N .NQI n4tuwas .eA�O••ro.,..:s,�" x„.. LOT 5Ni waz^II1� I�> p L6 w {wazi 1.313 ACRES BLOCK A 1 1 Il J)wa�{J i"gym' ACCESS EASEMENT i Ji CITY OF DENTON AND 1 1n iagini j , DENiON I.S.D. `` I� a j al w i i+ps DOC. #2011-4635 _______—x____-.�' ky 4.58 $ 88'4403 W 23750' 44.64' � I I � 14ry 88'44 03 W 474.46 ROW 0/SC —PO LOT 1, BLOCK A R.N.W. ADDITION CAB. H, PG. JJB 16' D.E. P.R.O. C. T. CAB. H, PG. 338 SOUTH FIRE STATION BRANCH No. 6 LIBRARY Lot Depiction of Pending Final Plat of Lots 5 & 6, Teasley Commons Addition City of Denton, Texas 221N. Elm Street Denton, Texas 76201 Chair, Development Review Committee: EXHIBIT 3 attachment to AIS November 16, 2016 Attached is an application for an easement abandonment. This is in support of Project Number MP16-0039. Enclosed is the easement document with a metes and bounds description included. lu 1. The reason for the abandonment is to relocate by way of a new plat, 2. The existing easement has no utilities within. The easement will be relocated by plat. 3. Future development in place of the easement will be a commercial building. 4. There is no alternative to this (and the existing easement is temporary) 5. The proposed project is under review under Project Number MP16-0039, 6. This action is precipitated by a plat of the property. 7. This action: has no impact on the public's interest in the context of health, safety and welfare of the citizens of Denton, President, Landmark Surveyors LLC 42381-35 N. Denton, Texas 76207 (940) 382-4016 DEPARTMENT OF DEVELOPMENT iet Development Services Center — 215 W. Hickory Street --a Denton, Texas 76201 ve: (940) 349-8541 i '+;e G�` i�„ ,�'"�-'" �� ��...t .... .� -. .._.._ _.._._ ._:.-.�.."i�,.: ice.. c�w.s�t�.,�i�"t°��""'<✓$�.`. �?�'3�'.��!�t"��'�n'��?�,i A�,t7tt.��.�� _rrc�r .4?�rsi�n:.F;�.,u'; ` �'r t._ r4 " --- -- , Telephone: r CHECK ONE O TIli FOLLOWINIG- LJ I will represent the application myself; or 51 1 here-byhere-by d sfgnatc (na e of project tepreserrtative) to act iii the capacity as my agent for submittal, processing, s�lxi"�.,asa�E�t���a�, ;�nc1�a�E �sres�tatat€of diis development application. The designated agent aim" c -11 -ac t ; ua•soif for responding to all requests for information and for resolving allissnvs ui cearicufta R"I"a@ia:c- [€n dlit app1.ictition. 1 hereby Certify tltai 1 aaalt tinea owncr of the prupe.ny and i`iaadwr c,ertih, tient 1he��^ illf0tin alion ��rovide on this de''-velo13111 Lilt <api3ta€:a.tion is T'ru" and correct. y :aiominty below, f. �a..t�'ree that Elie Citi" of .4 rent$'x�:'s (the "City") is, aas€horized and permitted to proviele it'@fC rffl aooa c°aala¢aaiaaCtl W itlaira dlis .app ic4ats`0a1 to tho Public. `flat° Ci(i, is Aso <a€a horized M-kd perrnittM to ra:111-MAUce t€ty copyrighted iaaformt atat-r� saalssalittc.cl iii ccastatactiort Naitlt i'€at: capplicnkl;--m, 91 a la ac Irrcaclas a eaza is .a a s i,t€taI with thc ;app-Aic ati€ n in rVsporasa, to a flank -)3i,. inforniaation t~ cgttest. d ti saa x's i m 'raa'° - 9p r : . ...�:..� _.__�:.... _ ._._� __— mate: a i aIzl- , a Notaax7 Public, arra tlu,,� ' � flap. perstaaaafifi $ CF 4 7 11trp zl E € G {" z? ,.11(cd Cswne' 's name) the above signed, who, under oath, stated the Yratlm;rin . "I hereby certify That I am the owner, for the pu poses of chis application; that :;ll inf€ enation submirted herein is true and correct," SC3 e CRIBED AND ;sWt RN I'C:) beforc me, this ,he fs ! A. ._` Sr- a a air 4 8610E EXPIrell arch M 20ig CR I l'9 t I of 2 1--p BW 08,115 DEPARTMENT OF DEVELOPMENT SERVICES 4 �, , s, . _ . Development Services Center — 215 Wil. Hickory street — Denton, 'Texas 76201 voice. (940) 349-8541DENTON Easement Abandonment Request Application and Checklist Please notethat this checklist is intended to assist developers and design professionals in the preparation of submittals for DRC review and are generally what is needed to facilitate the review of the proposed Easement Abandonment Rsequest.A submittal of a complete application will facilitate a timely review. Failure of the applicant to provide required information or obtain a waiver from the DRC Chair will result in application not being processed. Linder special circumstances, additional items may be required through the Development Review Committee process prior to approval.. Mems to be submitted: Rf Application and Checklist Associated Fee(s): as listed on the Development Review Fee Schedule. ZProject Narrative: Written proposal from the petitioners) which provides detailed answers to the following questions: 1. What are the reasons for the proposed abandonment? 2. Is the subject easement abandonment tract currently occupied with public utilities, facilities or franchise utilities? If so, what are the plans for relocation, rearrangement, adjustment or abandonment of those facilities? If applicable, explain how alternative easements are to be provided. 3. Nkl at are the future development plans for the subject easement area proposed for abandonment? 4. Are there alternatives other than abandonment of the subject easement tract, and if so, v, -hat are they? 5. If there is a proposed project, what is the anticipated start date? 6. Are there related pending development actions such as platting, zoning or permitting with City departments, and if so, what are they? 7. flow does the subject land rights abandonment initiative affect the public's interests in the context of promoting the health, safety and welfare of the citizens of Denton? If the proposal gains support through initial staff analysis, this letter will serve as an exhibit attachment for Agenda Information Sheet submissions to the applicable Boards, Commissions, Cornmittees and City Council. Copy of the recorded deed(s) demonstrating current ownership of the petitioner's private property tract encumbered by the subject easement abandonment tract - Copy of any recorded subdivision plats and/or title boundary= survey plats relevant to the subject easement abandonment tract. Copy of the recorded instrument(s) vesting City of Denton land rights in the subject easement abandonment tract. 2(A metes and bounds field note description accompanied by a commensurate survey plat illustration of the proposed easement abandonment tract. These documents shall be provided in lettersizedformat, 8 V2 x 11 inches, and must be prepared, signed, and sealed by a Registered Professional Land Surveyor. All documents are required to be PDF files, each sheet will be a single itemm and will be uploaded into Pro)ectDox. Page 2of2 Updated 08;16 ,t.Denton County EXHIBIT 4 attachment to AIS e , Cynthia Mitchell County Clerk Denton, TX 76202 70 i'aQ10�111117 Instrument Number: 2004-111117 As Recorded On: August 20, 2004 Easement Parties: CITY OF DENTON Billable Pages: 6 To Number of Pages: 6 Comment: ** Examined and Charged as Follows: Easement 2400 Total Recording: 24.00 "" THIS PAGE IS PART OF THE INSTRUMENT Any provision herein which restricts the Safe, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federat law. File Information: Document Number: 2004-111117 Receipt Number., 133098 Recorded Date/Time: August 20, 2004 11,00A User / Station: B Gibbs - Cash Station 4 Record and Return To, CITY HALL EAST 601 EAST HICKORY STREET STE B ATTN PAUL WILLIAM ON ENGINEERING DENTON TX 76205 THE STATE OF TEXAS) COUNTY OF DENTON I I NNW CGrtJfV that this Instrument Was, FILED In the File Number sequence an the d2tehime IrIntad heron, and was duly RECORDED In the Official Records of Denton county, Texas. C!kA� County Clerk Denton County, Texas TEMPORARY PUBLIC DRAINAGE AND DETENTION EASEMENT THE STATE OF TEXAS, § 9 RNOW ALL b1EN BY THESE PRESENTS: COUNTY OF DE14TON § THAT Teasley Commons, Ltd. (Grantor), in consideration of the sum of ONE DOLLAR and NO CENTS ($1.00) and other good and valuable consideration in hand paid by the City of Denton, Texas, (Grantee), receipt of which is hereby acknowledged, do by these presents grant, bargain, sell and convey unto the City of Denton, Texas, the free and uninterrupted use, liberty and privilege of passage in, along, upon and across the following described property, owned by they. Situated in Denton County, Texas, in the C. Poulallier Survey, Abstract No. 1006. SEE EXHIBITS "All & 111311 And it is further agreed that the City of Denton, Texas in consideration of the benefits above set out, will remove from the property above described, such fences, buildings and other obstructions as may now be found upon said property. For the purpose of constructing, reconstructing, installing, repairing, and perpetually maintaining drainage in, along, upon and across said premises, with the right and privilege at all times of the grantee herein, his or its agents, employees, workmen and representatives having ingress, egress, and regress in, along, upon and across said Premises for the purpose of making additions to, improvements on and repairs to said drainage facilities or any part thereof. This easement is hereby adopted by the Grantor and approved by the City of Denton (called "City,,) subject to the following conditions that shall he binding upon the Grantor, their heirs, grantees and successors: The Temporary Public Drainage and Detention Easement tract described and illustrated in Exhibits "A" and "B", attached herewith, shall remain open at all times and shall be maintained in a safe and sanitary condition by the Grantor. The City shall not be responsible for the maintenance and Operation Of said easement or for any damage to private property or person that results from conditions in the Easement or for the control of erosion. No obstruction to the natural flow of storm water run-off shall be permitted by construction of any type of building, fence or any other structure within the Temparamy Public Drainage and Detention Easement, as herein above defined, unless approved by the City. The Grantor shall keep the Temporary Public Drainage and Detention Easement clear and free of debris, silt, and any substance that would result in unsanitary conditions or obstruct the flow of water. And, the City shall have the right of ingress and egress for the purpose of inspection and supervision of maintenance by the Grantor to alleviate any undesirable conditions that may occur- Furthermore, the City shall have the right, but not the obligation, to enter upon the above-described Temporary Public Drainage and Detention Easeimnt tract to remove any obstruction to the flow of water, after giving the Grantor written notice of such obstruction and Grantor fails to remove such obstruction- Should the City of Denton be compelled to remove any obstruction to the flow of water, after giving the Grantor written not -ice of such obstruction and Grantor fails to remove such obstruction, then the City of Denton shall be reimbursed by the Grantor the reasonable costs for labor, materials and equipment for each instance. The natural drainage through the Temporary Public Drainage and Detention Easement Is subject to storm water overflow and natural bank erosion to an extent that cannot be definitely defined. The City shall not be held liable for any damages of any nature resulting from the occurrence of these natural phenomena or resulting from the failure of any structure or structures, within the Temporary Public Drainage and Detention Easement or otherwise. In the event that alternate drainago facilities are constructed and accepted by the City of Denton, a petition for formal abandonment for all or part of the easement described herein shall be required, This grant and covenants stipulated herein shall run with the land and shall be binding upon the parties and their heirs, successors and assigns. TO HAVE AND TO HOLD unto the said City of Denton, Texas as aforesaid for the purposes aforesaid the premises above described. Witness its hand, this day of l' + , 2004. Teasley Commons, Ltd., A Texas limited partnership By Print Name: --J.4"' Title:— ACENOWLEDGMENT THE STATE, OF COUNTY OF )�yn This instrument was acknowledged before me on this day of U Cj (IC;k_ 2004 by Lj (Print na6e) AO* 47*VL Ae\ ROZALYNN ANCELL 1. MY Q:�MMJSSJON EXPIRES19, tary W4LC, in and for the Stat, = �o - of -TA My COMMiSSiOn Explres:,j)+, Accepted this (2*1'- — day of AL( & & S -T- 2004 for the City of Denton, Texas (Resolution No. 91-073). n I By: az_jz��� Paul Williamson Real Estate & Capital Support Manager ......................... 4238 1-35 Noh Ll��DMARK Denfon, Texas 76207-3408 (940) 382-4016 SURVEYORS, INC. "EXHI]BIT B" Fox (940) 387-9784 l FULD NOTES andmarksv@aol,com TEMPORARY DRAINAGE EASEMENT 2.249 ACRES BEING all that certain lot, tract, or parcel of land situated in the C- Poullalier Survey Abstract Number 1006 in the City of Denton, Denton County, Texas, being a pan of that certain tract of land conveyed by deed from Alexander Management L. L. C. and E. E. Alexander Family Limited Partnership to Teasley Commons, Ltd. recorded in Volume 5320, Page 2275, Real Property Records, Denton County, Texas and being more particularly described as follows: COMMENCING at an iron rod set for corner in the west line of Teasley Lane, a public roadway having a right-of-way of 100.0 feet, the southeast comer of Lot 1, Block A of Teasley Commons, an addition to the City of Denton, Denton County, Texas according to the plat thereof recorded in Cabinet V, Page 136, Plat Records, Denton County, Texas, bears N 890 47' 28" W, 17.50 feet; THENCE S 010 02' 19" E, 125.28 feet with said west line of said Teasley Lane to an iron rod found for PLACE OF BEGINNING; THENCE S 01- 02' 19" E, 150.80 feet with said west fine of said Teasley Lane to an iron rod found for comer; THENCE along the arc of a curve to the right having a central angle of 06' 46' 57", a radius of 671.77 feet, an arc length of 79,52 feet, whose chord bears S 04' 33' 27" E, 79,48 feet with said west line of said Teasley Lane to an iron rod found for comer; THENCE S 010 0726" E, 42.24 feet with said west line of said Teasley Lane to an iron rod found for comer, said point being the northeast comer of R. N. W. Addition, an addition to the City of Denton, Denton County, Texas according to the plat thereof recorded M' Cabinet H, Page 338, Plat Records, Denton County, Texas; THENCE N 880 44' 10" W, 351.40 feet with the north line of said R. N. W. Addition to an iron rod set for comer; THENCE N 01° 02' 19" W, 393,33 feet to an iron rod found for comer, said point being the southwest comer of said Lot 1, Block A of said Teasley Commons, THENCE S 2411 16' 21 " E, 131.36 feet to an iron rod set for comer; THENCE N 880 44' 31" E, 294.64 feet to the PLACE OF BEGINNING and containing 2,249 acres of land C. POULLALIER SURVEY(�_nA-1006 EXISTING i I ACCESS EASEMENT U) NORTH 11.41' CAB. V, PG. 136 Wo N 88'45'25" 17 72.22' 256-60' - - - - - - - - - - A N 69`47`_3W V -2-3-3.-Of --i ---- L3 _L7 Lp I ir 5 Z �- PROPOSED LOT 2 m 17Z89 ACRE tILUUK A RNW ADDITION CABINET H, PACE 338 P.R.D.C.T. JANDIMAR SURVEYORS, INC. MAWN BY: SLB SCALE- 1"=60' DATE: 21AUP.N. TEXAS 76207 3824016 FAX (940) 387.97841 JOB,,NO, 06'46'57' 671.77' 79-5Z -0 'N! 277.14' D E D I C A"T'i N 88'44'31" E 294,64' (< 24' P,U."- 0 I U -)i 2.249 ACRES r 7: TEMPORARY DRAINAGE EASEMENT ALEXANDER MANAGEMENT, U.C, z 0 I NJ ANO EE ALEXANDER FA MIL y LIMITED PARTNERSHIP TO z IAJ coo TEASLEY COMMOAIS, LTD. VOL- 53207 U_ to 0 fl) PG. 2275 CO R.P.R0.0. T J. -C o R - 2". r------------------------------------ ----- Ul -------------- :1�;, --------------------------------------------------- S 88'4410"W 35140' RNW ADDITION CABINET H, PACE 338 P.R.D.C.T. JANDIMAR SURVEYORS, INC. MAWN BY: SLB SCALE- 1"=60' DATE: 21AUP.N. TEXAS 76207 3824016 FAX (940) 387.97841 JOB,,NO, 06'46'57' 671.77' 79-5Z EXHIBIT 5 attachment to AIS S:ALegal\Our Documents\Ordinances\17\Teasley Commons Basement Abandonment ordinance - TL rev - Clean.docx ORDINANCE NO. AN ORDINANCE RELEASING, ABANDONING AND VACATING A 2.249 ACRE PUBLIC DRAINAGE EASEMENT GRANTED TO THE CITY OF DENTON, TEXAS, BY TEASLEY COMMONS, LTD. ON AUGUST 5, 2004 AND RECORDED AS INSTRUMENT NO. 2004- 111117, REAL PROPERTY RECORDS, DENTON COUNTY, TEXAS, SITUATED IN THE C. POULALLIER SURVEY, ABSTRACT NO. 1006, DENTON COUNTY, TEXAS, AND LOCATED WITHIN THE 3200 BLOCK OF TEASLEY LANE; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the City of Denton is the holder of the Drainage Easement; and WHEREAS, CDI Sundown LLC., a Texas limited liability company ("Owner") has represented to the City it is the owner of the property subject to the Drainage Easement; and WHEREAS, the Owner has requested the City release, abandon and vacate the Drainage Easement; and WHEREAS, staff reviewed the request of the Owner, and recommends that the Drainage Easement be released, abandoned and vacated after the following conditions have occurred: (1) the construction, completion, and acceptance by the City of the planned permanent drainage infrastructure required for the overall Teasley Commons Addition; and (2) the dedication of new drainage easements to the City, as evidenced by the recordation of the pending final subdivision plat of Lots 5 and 6, Block A, Teasley Commons Addition; and WHEREAS, the City Council of the City of Denton, Texas, finds it is in the public interest to release, abandon, and vacate the Drainage Easement upon the occurrence of the above - referenced conditions; 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 2.249 acre Public Drainage Easement granted to the City of Denton, Texas, by Teasley Commons, Ltd., a Texas limited liability partnership, recorded as Instrument No. 2004-111117, Real Property Records, Denton County, Texas will hereby be released, abandoned, and vacated without further action of Council after the occurrence of the following conditions : (1) the construction, completion, and acceptance by the City of the planned permanent drainage infrastructure required for the overall Teasley Commons Addition; and (2) the dedication of new drainage easements to the City, as evidenced by the recordation of the pending final subdivision plat of bots 5 and 6, Block A, Teasley Commons Addition. SECTION 3. 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 Public Drainage Easement released, abandoned, vacated in Section 2 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 Public Drainage Easement may cover, encumber, include, cross or overlap. SECTION 4. Following the occurrence of the conditions specified above, the City Manager, or his designee, is authorized to execute a release document evidencing this abandonment of Public Drainage Easement, suitable for recordation in the Real Property Records, Denton County, Texas. SECTION 5. 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 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2017. ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY BY: Page 2 CHRIS WATTS, MAYOR City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-293, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: March 7, 2017 SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a public works contract for the construction of the Middle Road Entrance to the City of Denton ECO-W.E.R.C.S. facility to be located on South Mayhill Road; providing for the expenditure of funds therefor; and providing an effective date (RFP 6218C -awarded to Jagoe-Public Company in the not -to -exceed amount of $1,477,571). The Public Utilities Board recommends approval (6-0). RFP INFORMATION The City of Denton's Solid Waste and Recycling Department ECO-W.E.R.C.S. facility is currently accessed at the intersection of Mayhill Road and Spencer Road. This entrance is planned to be taken out of service during the construction process to relocate Mayhill Road and to locate a new substation belonging to Denton Municipal Electric (DME), on the ECO-W.E.R.C.S. site. The existing roadway consists of two lanes, one entering and one exiting the facility. The facility has seen substantial traffic growth over the last few years which has increased the number of vehicles entering and exiting the facility. The proposed new entrance road will be sixty feet wide consisting of multiple lanes to accommodate the existing traffic and expected traffic growth entering and existing the facility. The City of Denton's Landfill receives approximately 1,000 tons of municipal solid waste a day from the City of Denton and surrounding communities. The proposed construction project will take an estimated 180 days to complete. Request for Proposals were sent to 325 prospective suppliers. In addition, specifications were placed on the Purchasing website for prospective suppliers to download. Two (2) responsive proposals were received. Proposals were evaluated based upon published criteria, including price, delivery, compliance with specifications, and probable performance by the supplier. Based on the final ranking and scoring by the committee, Jagoe-Public Company was ranked the highest and determined to be the best value for the City (Exhibit 1). PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On February 27, 2017, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. City of Denton Page 1 of 2 Printed on 3/3/2017 povveied by I_egivt9i IN File #: ID 17-293, Version: 1 RECOMMENDATION Award a contract for the construction of the Middle Road Entrance to the City of Denton ECO-W.E.R.C.S. facility to Jagoe-Public Company in the not -to -exceed amount of $1,477,571. PRINCIPAL PLACE OF BUSINESS Jagoe-Public Company Denton, TX FISCAL INFORMATION This project will be funded from the Solid Waste Capital Improvement Plan account 660879595.1360.30100. Requisition# 133238 has been entered in the Purchase 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: Public Infrastructure Related Goal: 2.3 Promote superior utility services and facilities EXHIBITS Exhibit 1: Evaluation and Ranking Sheet Exhibit 2: Public Utilities Board Draft Minutes Exhibit 3: Ordinance Exhibit 4: Contract Respectfully submitted: Ethan Cox, 349-7421 Customer Service Manager For information concerning this acquisition, contact: Vance Kemler at 349-8044. City of Denton Page 2 of 2 Printed on 3/3/2017 povveied by I_egist9i I;, EXHIBIT 1 RFP 6218 - Construction of Middle Entrance Road City Council Evaluation Fort Worth Civil Constructors, LLC Jagoe-Public Company Respondent's Name: Limited Liability Company Principal Place of Business (City and State) Denton, TX Respondent is a Corporation, Partnership, sole Proprietorship, Individual? Corporation Total calendar days after Notice to Proceed is issued by City for project start: 30 Total calendar days after project start to substatial completion: 180 Project timeframe grand total: 210 Item 33,000.00 Estimated $ 39,000.00 $ 18,600.00 $ Description $ 600.00 Unit Unit Cost Amount No. 130,000.00 quantity $ 776,600.00 $ 8.00 1 Allowance for mobilization and demobilization, 50% for $ 205.00 $ $ 13,500.00 $ 13,500.00 $ mobilization and $ 88.00 $ 66,000.00 $ 125.00 $ 50% for demobilization (1% max of bid proposal(. 1 LS 54,000.00 $ 55.00 3 Site restoration and landscaping (including but not limited to $ 165.00 $ $ 36,000.00 $ 36,000.00 $ seeding, hydromulch, fertilizer, temporary irrigation and 1 LS 9,000.00 $ 600.00 $ finished radio . $ 21.00 $ 25,200.00 $ 1,700.00 4 Furnish and install temporary sediment and erosion control $ 14,800.00 $ $ 3,500.00 $ 3,500.00 $ devices and all related items, complete and in place as 1 LS 19,800.00 $ 1,400.00 $ detailed andspecified. $ 130,000.00 $ 130,000.00 $ 26,000.00 5 Development and maintenance of Stormwater Pollution $ 1,500.00 $ 1,500.00 Prevention Plan. 1 LS 6 Demolition (including but not limited to concrete, asphalt, $ 51,000.00 $ 51,000.00 vegetation, 1 LS fence, headwall, and reinforced concrete pipes as shown on the drawings). 7 Install 10" reinforced concrete pavement with all $ 60.00 $ 423,600.00 appurtenances to be complete in place. 7,060 SY 8" modified subgrade with 27 pounds/SY of 6% by weight of $ 6.00 $ 42,360.00 hydrated lime. 7,060 SY Hydrated lime to be complete in place 95.5 TONS $ 180.00 $ 17,190.00 Install 4" HMACType'D' and 8" HMACType'A' with lime $ 45.00 $ 134,730.00 modification or 8 6" flex base with all appurtenances to be complete in place. 2,994 SY (Owner is electing to use a 6" flex base and will supply materials for the flex base. 9 Install 8' chain-link fence with all appurtenances to be $ 25.00 $ 18,750.00 comptete in place. 750 LF 10 Install 8' chain-link slide gate with all appurtenances to be $ 385.00 $ 26,950.00 complete in place. 70 LF 11 Install 12 x 6 precast box culvert with all appurtenances to be $ 950.00 $ 42,750.00 complete in place. 45 LF Install soil supported steel crash rail guard fence with all $ 145.00 $ 70,035.00 appurtenances to be complete in place. Refer to Line Item 34 12 for cost breakdown of the retaining wall supported steel 483 LF crash rail. 14 12" rock riprap with bedding and filter fabric with all $ 170.00 $ 30,600.00 appurtenances complete in place. 180 CY 15 Install 18" RCP Class III with all appurtenances to be complete $ 70.00 $ 5,810.00 in place. 83 LF 17 Install Type 'B' Headwall for 18" RCP with all appurtenances $ 1,500.00 $ 4,500.00 to be complete in place. 3 EA 19 Install trench drain similar to existing trench drain with all $ 400.00 $ 8,400.00 .appurtenances to be complete in place 21 LF 20 Site grading 1200 CY $ 20.00 $ 24,000.00 22 Groundwater monitoring well modification with all $ 2,300.00 $ 2,300.00 appurtenances to be complete in place. 1 EA 23 Remove and replace electric meter disconnect and irrigation $ 7,400.00 $ 7,400.00 box with all appurtenances to be complete in place. 1 EA 24 Install metal beam guard fence with all appurtenances to be $ 53.00 $ 6,890.00 complete in place. 130 LF Relocate existing light poles with all appurtenances to be $ 4,800.00 $ 43,200.00 complete in place. Refer to Line Item 35 for the cost of the 25 light pole base integral with retaining wall. 9 EA 26 Install bollards with all appurtenances to be complete in 4 EA $ 130.00 $ 520.00 27 Provide labor to install and build stone strong big block $ 40,000.00 $ 40,000.00 retaining wall components. Owner will provide retaining wall 1 LS components. 28 Provide labor to place backfill material for retaining wall to $ 20,000.00 $ 20,000.00 the grades shown on the plans. Owner will provide material for retaining wall backfill. 1 LS Fort Worth Civil Constructors, LLC Keller, Texas Limited Liability Company 14 166 180 Unit Cost Amount $ 33,000.00 $ 33,000.00 $ 39,000.00 $ 39,000.00 $ 18,600.00 $ 18,600.00 $ 600.00 $ 600.00 $ 130,000.00 $ 130,000.00 $ 110.00 $ 776,600.00 $ 8.00 $ 56,480.00 $ 205.00 $ 19,577.50 $ 75.00 $ 224,550.00 $ 88.00 $ 66,000.00 $ 125.00 $ 8,750.00 $ 1,200.00 $ 54,000.00 $ 55.00 $ 26,565.00 $ 165.00 $ 29,700.00 $ 198.00 $ 16,434.00 $ 3,000.00 $ 9,000.00 $ 600.00 $ 12,600.00 $ 21.00 $ 25,200.00 $ 1,700.00 $ 1,700.00 $ 14,800.00 $ 14,800.00 $ 65.00 $ 8,450.00 $ 2,200.00 $ 19,800.00 $ 1,400.00 $ 5,600.00 $ 130,000.00 $ 130,000.00 $ 26,000.00 $ 26,000.00 EXHIBIT 1 RFP 6218 - Construction of Middle Entrance Road City Council Evaluation Respondent's Name: Keller, Texas Jagoe-Public Company 43,450.00 Principal Place of Business (City and State) 123,750.00 $ 142.00 $ Denton, TX $ 21.00 1 $ 29 CIP Concrete Extenders without factor for waste and spillage (All required formwork is considered to be included in this unit rice. 79 CY $ 500.00 $ 39,500.00 30 Cast -in Place Concrete Cap at top of wall, without factor for waste andspillage 330 CY $ 575.00 $ 189,750.00 31 Crushed rock/concrete base of wall, without factor for waste andspillage. 200 CY $ 34.00 $ 6,800.00 32 Excavation at wall base. 1,615 CY $ 18.00 $ 29,070.00 33 Subgrade prep at wall base. 825 SY $ 8.00 $ 6,600.00 34 Steel crash rail supported by retaining wall 808 LF $ 128.00 $ 103,424.00 Cast into big block—including rails and posts (Any additional concrete filling at big blocks is considered to be included in the unit rice. 23 LF $ 162.00 $ 3,726.00 With 16" drilled piers in soil 16 LF $ 151.00 $ 2,416.00 16" diameter drilled piers at crash rail posts 22 CY $ 175.00 $ 3,850.00 35 Light pole base integral with big block wall 3 EA $ 150.00 $ 450.00 36 Payment and Performance Bonds 1 LS $ 16,500.00 $ 16,500.00 Grand Total: $ 1,477,571.00 Fort Worth Civil Constructors, LLC Keller, Texas $ 550.00 $ 43,450.00 $ 375.00 $ 123,750.00 $ 142.00 $ 28,400.00 $ 21.00 1 $ 33,915.00 $ 7.00 $ 5,775.00 $ 159.00 $ 3,657.00 $ 77.00 $ 1,232.00 $ 420.00 $ 9,240.00 $ 1,300.00 $ 3,900.00 $ 31,250.00 $ 31,250.00 Grand Total:j $ 2,037,575.50 EVALUATION Possible Points: i 10} Schedule 9 10 20' Compliance with Specs 20 20 10 Probable Performanc e 10 10 60 Price 60 44 100 Cotal Score: 99 84 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 EXHIBIT 2 DRAFT MINUTES PUBLIC UTILITIES BOARD Monday, February 27, 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 27, 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, Barbara Russell, Lilia Bynum, Charles Jackson, Brendan Carroll, and Allen Bishop Ex Officio Members: Howard Martin, ACM Utilities OPEN MEETING CONSENT AGENDA C. PUB17-051- Consider recommendation of approval of Jagoe Public Company, Denton, TX, for the construction of a Middle Road Entrance for the Solid Waste and Recycling Department in the amount of $1,487,071. (RFP 6218) Board Member Russell motioned to approve item C. There was a second by Board Member Carroll. Vote 6-0 approved. Adjournment 10:32 a.m. ORDINANCE NO. AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A PUBLIC WORKS CONTRACT FOR THE CONSTRUCTION OF THE MIDDLE ROAD ENTRANCE TO THE CITY OF DENTON ECO-W.E.R.C.S. FACILITY TO BE LOCATED ON SOUTH MAYHILL ROAD; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 6218C -AWARDED TO JAGOE-PUBLIC COMPANY IN THE NOT -TO -EXCEED AMOUNT OF $1,477,571). WHEREAS, the City has solicited, received and tabulated competitive proposals for the construction of public works or improvements in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and recommended that the herein described proposal is the highest scored proposal for the construction of the public works or improvements described in the Request for Proposal (RFP) document and plans and specifications therein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following competitive proposal for the construction of public works or improvements, as described in the "Request for Proposals" or plans and specifications on file in the Office of the City's Purchasing Agent filed according to the RFP number assigned hereto, are hereby accepted and approved: RFP NUMBER CONTRACTOR AMOUNT 6218C Jagoe-Public Company. $1,477,571 SECTION 2. The acceptance and approval of the above competitive proposals shall not constitute a contract between the City and the person submitting the proposal for construction of such public works or improvements herein accepted and approved, until such person shall comply with all requirements specified in the Notice to Proposers including the timely execution of a written contract and furnishing of performance and payment bonds, and insurance certificate after notification of the award. SECTION 3. The City Manager is hereby authorized to execute all necessary written contracts for the performance of the construction of the public works or improvements in accordance with the proposals accepted and approved herein, provided that such contracts are made in accordance with the Notice to Proposers and Request for Proposals, and documents relating thereto specifying the terms, conditions, plans and specifications, standards, quantities and specified sums contained therein. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under RFP 6218C to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. Upon acceptance and approval of the above competitive proposals and the execution of contracts for the public works and improvements as authorized herein, the City Council hereby authorizes the expenditure of funds in the manner and in the amount as specified in such approved proposals and authorized contracts executed pursuant thereto. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY BY: EXHIBIT 4 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND JAGOE-PUBLIC COMPANY (RFP 6218) THIS CONTRACT is made and entered into this date , by and between JAGOE-PUBLIC COMPANY a CORPORATION, whose address is 3020 FORT WORTH DRIVE, DENTON, TX 76202, 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 # 6218 - CONSTRUCTION OF MIDDLE ENTRANCE ROAD FOR SOLID WASTE, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes as "Exhibit B". The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit "A"); (b) City of Denton Request for Proposal # 6218 (Exhibit "B" on file at Office of Purchasing Agent) (c) General Provisions -Standard Terms and Conditions (Exhibit "C"); (d) Payment and Performance Bond Requirements (Exhibit "D"); (e) Insurance Requirements (Exhibit "E"); (f) Certificate of Interested Parties Electronic Filing (Exhibit "F"); (g) Contractor's Proposal. (Exhibit "G"); (h) Form CIQ — Conflict of Interest Questionnaire (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 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 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F EXHIBIT 4 CONTRACTOR DocuSigned. by: BY: _ DA6E4B3B94EB48E.. AUTHORIZED SIGNATURE Date: 2/24/2017 Name: Billy cheek Title: Executive Vice President 940-382-2581 PHONE NUMBER billy.cheek@jagoepublic.com EMAIL ADDRESS 2017-171642 TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS A Texas Municipal Corporation By: TODD HILEMAN CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY Contract 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD850D619F EXHIBIT 4 EXHIBIT A SPECIAL TERMS AND CONDITIONS Total Contract Amount The Contract total for services shall not exceed $1,477,571. Pricing shall be per Exhibit G 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 two -hundred ten (210) calendar days after work commences on site. Delays are further discussed in the Standard Terms and Conditions Exhibit C, Section 8.3. Staking The City of Denton is responsible for the initial rough staking and the construction staking. Contractor will be responsible for any stake that is removed or is damaged by them. Contract 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F EXHIBIT 4 EXHIBIT C GENERAL PROVISIONS- TERMS AND CONDITIONS FOR FACILITY CONSTRUCTION SERVICES Invoices, Payments, and Releases 1. INVOICES AND PAYMENT PROCESSING: Pavment 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.dentonourchasin!,2�.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 995-0.07 and 995-0.09. 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 Contract 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F EXHIBIT 4 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 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, materialmen 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 Contract 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F EXHIBIT 4 (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 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 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F EXHIBIT 4 CITY OF DENTON GENERAL CONDITIONS FOR CONSTRUCTION ARTICLE 1 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 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F 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 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F 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)(1) (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 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F 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 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F 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 Contract 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F EXHIBIT 4 shall remain the property of the Owner and are, with the exception of the Contract set for each party, to be returned to the Owner upon request at the completion of the Work. 1.4 CAPITALIZATION Terms capitalized in these General Conditions include those which are: (1) specifically defined in these General Conditions (except the terms defined in Subparagraph 1.10), 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 Contract 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F EXHIBIT 4 dates for submittal and approval, as required in Paragraph 3.10, including when such information or services must be delivered. If Owner delivers the information or services to the Prime Contractor as scheduled and Prime Contractor is not prepared to accept or act on such information or services, then Prime Contractor shall reimburse Owner for all extra costs incurred of holding, storage, or retention, including redeliveries by the Owner to comply with the current schedule. (d) Unless otherwise provided in the Contract Documents, the Prime Contractor will be furnished electronic copies of the Drawings and Specifications for bid purposes and one hard copy approved by Building Inspections upon execution of the Contract. Prime Contractor may obtain additional copies by paying the cost of additional printing or reproduction. (e) The obligations described above are in addition to other duties and responsibilities of the Owner enumerated in the Contract Documents and especially those in respect to Article 6 (Construction by Owner or by Separate Contractors), Article 9 (Payments and Completion), and Article 11 (Insurance and Bonds). (f) The Owner shall forward all instructions to the Prime Contractor through the Architect/Engineer, except for the Owner's Notice to Proceed and the Owner's decision to carry out Work as described in Paragraph 2.4. (g) The Owner's employees, agents, and consultants may be present at the Project site during performance of the Work to assist the Architect/Engineer in the performance of the Architect/Engineer's duties and to verify the Prime Contractor's record of the number of workmen employed on the Work, their occupational classification, the time each is engaged in the Work, the equipment used in the performance of the Work, and for purpose of verification of Prime Contractor's Applications for Payment. 2.3 OWNER'S RIGHT TO STOP THE WORK If the Prime Contractor fails to correct any portion of the Work which is not in accordance with the requirements of the Contract Documents as required by Paragraph 12.2 or refuses or fails to carry out all or any part of the Work in accordance with the Contract Documents, the Owner, by written order, may order the Prime Contractor to stop the Work, or any portion of the Work, until the cause for the order has been eliminated. The right of the Owner however, to stop the Work shall not create or imply a duty on the part of the Owner to exercise this right for the benefit of the Prime Contractor or any other person or entity. The rights of the Owner under this Paragraph 2.3 shall be in addition to, and not in restriction of, the Owner's rights under Paragraph 12.2. 2.4 OWNER'S RIGHT TO CARRY OUT THE WORK If the Prime Contractor fails or refuses to carry out the Work or perform any of the terms, covenants, or obligations of the Contract Documents, and fails or refuses to correct any 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 Contract 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F EXHIBIT 4 for additional services and expenses made necessary by the failure or refusal of the Prime Contractor from payments then or thereafter due to the Prime Contractor. The cost of correction is subject to verification (but not approval) by the Architect/Engineer. If payments then or thereafter due the Prime Contractor are not sufficient to cover the cost of correction, the Prime Contractor shall pay the difference to the Owner. 2.5 NOTICE TO PROCEED After final execution of the Contract and receipt and approval of the required performance and payment bonds and evidence of required insurance, the Owner will issue a written Notice to Proceed with the Work, including the designated Contract Time within which Substantial Completion of the Work must be achieved. If the Owner unreasonably delays issuance of a written Notice to Proceed through no fault of the Prime Contractor, the Prime Contractor shall be entitled only to an equitable adjustment of the Contract Time, if properly claimed pursuant to the requirements of Paragraph 4.3; but the Prime Contractor shall not be entitled to any increase to the Contract Sum whatsoever for this reason. ARTICLE 3 - THE CONTRACTOR 3.1 DEFINITION OF CONTRACTOR The Prime Contractor is the person or business entity identified as such in the Building Construction Services Agreement, and is referred to throughout the Contract Documents as if singular in number. The term "Prime Contractor" means the Prime Contractor or the Prime Contractor's authorized employees or representatives. 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR (a) The Prime Contractor shall carefully check, study, and compare the Contract Documents with each other and shall at once report to the Architect/Engineer in writing any inconsistency, ambiguity, error, omission, conflict, or discrepancy the Prime Contractor may discover. The Prime Contractor shall also verify all dimensions, field measurements, and field conditions before laying out the Work. The Prime Contractor will be held responsible for any subsequent error, omission, conflict, or discrepancy which might have been avoided by the above-described check, study, comparison, and reporting. In the event the Prime Contractor continues to work on an item where an inconsistency, ambiguity, error, omission, conflict, or discrepancy exists without obtaining such clarification or resolution or commences an item of the Work without giving written notice of an error, omission, conflict, or discrepancy that might have been avoided by the check, study, and comparison required above, it shall be deemed that the Prime 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, Contract 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F EXHIBIT 4 omission, conflict, or discrepancy, without any right to any increase to the Contract Sum or Contract Time. (b) The Prime Contractor shall perform the Work in accordance with the Contract Documents and submittals approved pursuant to Paragraph 3.12. 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES (a) The Prime Contractor shall supervise and direct the Work, using the Prime Contractor's best skill and attention. The Prime Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences, and procedures and for coordinating all portions of the Work, unless the Contract Documents set forth specific instructions concerning these matters. (b) The Prime Contractor shall be responsible to the Owner for the acts and omissions of the Prime Contractor's employees, Subcontractors, Sub -subcontractors, and their respective agents and employees, and any other persons performing portions of the Work under a subcontract with the Prime Contractor, or with any Subcontractor, and all other persons or entities for which the Prime Contractor is legally responsible. All labor shall be performed by mechanics that are trained and skilled in their respective trades. Standards of work required throughout shall be of a quality that will bring only first class results. Mechanics whose work is unsatisfactory, or who are considered careless, incompetent, unskilled, or otherwise objectionable shall be dismissed promptly from the Work and immediately replaced with competent, skilled personnel. Any part of the Work adversely affected by the acts or omissions of incompetent, unskilled, careless, or objectionable personnel shall be immediately corrected by the Prime Contractor. (c) The Prime Contractor shall not be relieved of its obligation to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect/Engineer in the Architect/Engineer's administration of the Contract, or by tests, inspections, or approvals required or performed by persons other than the Prime Contractor. (d) The Prime Contractor shall be responsible for inspection of portions of Work already performed under this Contract to determine that such portions are in proper condition to receive subsequent Work. The Prime Contractor's responsibility under this paragraph will not in any way eliminate the Architect/Engineer's responsibility to the Owner under the Architect/Engineer/Owner Agreement. (e) Any Prime Contractor, Subcontractor, Sub -subcontractor, or separate contractor who commences Work over, in, or under any surface prepared by the Owner or by any other contractor, subcontractor, sub -subcontractor or any separate contractor, without the 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. Contract 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F EXHIBIT 4 Any unsatisfactory Work subsequently resulting from such a faulty surface or condition in the surface that was not pre -approved by the Architect/Engineer or the Owner after notice as provided above may be rejected and replacement required, without any increase to the Contract Sum or Contract Time. (f) All grades, lines, levels, and benchmarks shall be established and maintained on an ongoing basis by the Prime Contractor. The Prime Contractor is solely responsible for any errors made in establishing or maintaining proper grades, lines, levels, or benchmarks. Contractor shall verify all grades, lines, levels, and dimensions as indicated on Drawings. He shall report any errors, omissions, conflicts, or inconsistencies to Architect/Engineer before commencing any Work affected by these conditions. Contractor shall establish and safeguard benchmarks in at least two widely separated places and, as Work progresses, establish benchmarks at each level and lay out partitions on rough floor in exact locations as guides to all trades. The Contractor shall, from the permanent benchmark provided by the Owner, establish and maintain adequate horizontal and vertical control. 3.4 LABOR AND MATERIALS (a) Except as is otherwise specifically provided in the Contract Documents as being the responsibility of the Owner, the Prime Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. (b) The Prime Contractor shall enforce strict discipline and good order among the Prime Contractor's employees and all other persons carrying out the Contract. The Prime Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. (c) The Prime Contractor shall give preference, when qualified labor is available to perform the Work to which the employment relates, to all labor hired for the Project in the following order: (1) residents of the City of Denton, Texas; (2) residents of the County of Denton, Texas; 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 Contract 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F EXHIBIT 4 Documents. Work not conforming to these requirements, including substitutions not properly approved and authorized, will be considered defective or nonconforming. The Contractor's warranty excludes any remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear under normal usage. If required by the Architect/Engineer, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. The commencement date, duration, and other conditions related to the scope of this general warranty are established in Subparagraphs 9.9 (a) and 12.2(b) of these General Conditions. THE GENERAL WARRANTY PROVIDED IN THIS SUBPARAGRAPH IS IN ADDITION TO AND DOES NOT LIMIT OR DISCLAIM ANY OTHER WARRANTY OR REMEDY REQUIRED OR PROVIDED BY LAW OR THE CONTRACT DOCUMENTS AND SUCH WARRANTY SHALL REQUIRE THE CONTRACTOR TO REPLACE DEFECTIVE MATERIALS AND RE -EXECUTE DEFECTIVE WORK THAT IS DISCLOSED BY THE OWNER TO THE CONTRACTOR WITHIN A PERIOD OF TWO (2) YEARS AFTER SUBSTANTIAL COMPLETION OF THE ENTIRE WORK; OR, IF A LATENT DEFECT IS DISCOVERED WITHIN TWO YEARS OF SUBSTATIONAL COMPLETION OF THE ENTIRE WORK. (b) Special Warranties. The Contractor shall assign to the Owner in writing, as a condition precedent to final payment, the terms and conditions of all special warranties required under the Contract Documents. 3.6 TAXES The Owner qualifies for exemption from state and local sales and use taxes, pursuant to the provisions of Section 151.309 of the Texas Tax Code, as amended. Therefore, the Owner shall not be liable for, or pay the Contractor's cost of, such sales and use taxes which would otherwise be payable in connection with the purchase of tangible personal property furnished and incorporated into the real property being improved under the Contract Documents or the purchase of materials, supplies and other tangible personal property, other than machinery or equipment and its accessories and repair and replacement parts, necessary and essential for performance of the Contract which is to be completely consumed at the job site. The Contractor shall issue an exemption certificate in lieu of the tax on such purchases. 3.7 PERMITS, FEES AND NOTICES (a) The Architect/Engineer will apply and arrange for the issuance of the City of Denton Building Permit. The Prime Contractor and Subcontractors will apply and arrange for the issuance of all other required permits, and will not be required to pay a fee for any City of 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. Contract 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F EXHIBIT 4 (c) Except as provided in Subparagraph (d) below, it is not the Prime Contractor's responsibility to ascertain that the Contract Documents are in accordance with applicable laws, ordinances, construction codes, and rules and regulations. However, if the Prime Contractor observes that portions of the Contract Documents are at variance with applicable laws, ordinances, construction codes, rules or regulations, the Prime Contractor shall promptly notify the Architect/Engineer and the Owner in writing, and necessary changes shall be accomplished by appropriate Amendment. (d) If the Prime Contractor performs Work knowing it to be contrary to laws, ordinances, construction codes, or rules and regulations without notifying the Architect/Engineer and the Owner, the Prime Contractor shall assume full responsibility for the Work and shall bear the attributable costs of the correction of the Work and any other Work in place that may be adversely affected by the corrective work. 3.8 ALLOWANCES (a) The Prime Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for the amounts identified in the Contract and by persons or entities as the Owner may direct, but the Prime Contractor shall not be required to employ persons or entities against which the Prime Contractor makes reasonable objection. (b) Unless otherwise provided in the Contract Documents: (1) materials and equipment under an allowance shall be selected promptly by the Owner to avoid delay in the Work; (2) the amount of each allowance shall cover the cost to the Prime Contractor of materials and equipment delivered at the site less all exempted taxes and applicable trade discounts; (3) the amount of each allowance includes the Prime Contractor's costs for unloading and handling at the site, labor, installation costs, overhead, profit, and other expenses contemplated for stated allowance Work; (4) whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect: (i) the difference between actual costs and the allowances under Clause (b) (2); and (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 Contract 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F EXHIBIT 4 The Prime Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project Site during performance of the Work. The superintendent shall represent the Prime Contractor, and communications given to the superintendent shall be as binding as if given to the Prime Contractor. Important communications shall be confirmed in writing. Other communications shall be similarly confirmed on written request in each case. The Owner reserves the right to request that the Prime Contractor replace its superintendent at any time and the Prime Contractor will replace said superintendent at the Owner's direction. 3.10 PRIME CONTRACTOR'S CONSTRUCTION SCHEDULES (a) The Prime Contractor shall, immediately after award of the Contract and before submittal of the first Application for Payment, prepare and submit the construction schedule for the Architect/Engineer's and Owner's information, review, and approval in accordance with the following provisions: (1) Unless otherwise approved in writing by the Owner, the construction schedule shall not exceed the Contract Time limits currently in effect under the Contract Documents and shall provide for expeditious and practicable execution of the Work. (2) The construction schedule shall include all shop drawing and submittal data requirements, indicating for each: (i) the latest date to be submitted by the Prime Contractor; and (ii) the latest date for approval by the Architect/Engineer. (3) The construction schedule shall be in the form of a critical path management schedule, and shall indicate each critical task (the "predecessor") of all the major construction activities of the Work in a logical and sequential order (the "project network") which requires completion prior to commencement of the task next following (the "successor"). Each task shall be identified with: (i) actual work time, exclusive of slack time, for accomplishment; (ii) the latest start date; (iii) the latest finish date; (iv) the amount of float associated with each task; (v) the amount of labor, material, and equipment associated with each task; and (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 Contract 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD850D619F EXHIBIT 4 to the Architect/Engineer and the Owner an up-to-date status report of the progress of the various construction phases of the Work in the form of an updated construction schedule. This status report shall consist of a time scale drawing indicating actual progress of the various phases of the Work and the percentage of completion of the entire Work. The original construction schedule shall be updated or changed to indicate any adjustments to the Contract Time granted by the Owner. The updated schedule must be submitted with the Prime Contractor's Application for Payment. No such application will be certified without a satisfactory update to the construction schedule. (6) The construction schedule will also be revised to show the effect of change orders and other events on Contract Time. No request for an increase in Contract Time will be considered unless it is accompanied by a schedule revision demonstrating the amount of time related to the cause of the request. If the Contractor's status schedules reflect that the Prime Contractor has fallen behind the pace required to complete the Work within the Contract Time, through no fault of the Owner, the Prime Contractor shall prepare a recovery schedule demonstrating how it intends to bring its progress back within the Contract Time. This recovery schedule shall be in a form acceptable to the Owner. (7) Costs incurred by the Prime Contractor in preparing and maintaining the required construction schedule, any updated schedule, and any recovery schedule required by the Owner will not be paid as an additional or extra cost and shall be included in the Contract Sum. (8) The Contract Sum is deemed to be based upon a construction schedule requiring the full Contract Time. NO CLAIM FOR ADDITIONAL COMPENSATION SHALL BE ALLOWED AS A RESULT OF THE PRIME CONTRACTOR BASING HIS BID ON AN EARLY COMPLETION SCHEDULE, OR AS A RESULT OF DELAYS AND COSTS ATTRIBUTABLE TO COMPLETION LATER THAN THE PLANNED EARLY COMPLETION DATE. (b) The Prime Contractor shall also prepare and keep current, for the Architect/Engineer's approval, a schedule of submittals which is coordinated with the Prime Contractor's construction schedule and allows the Architect/Engineer reasonable time to review submittals. (c) The Prime Contractor shall conform to the most recent schedules approved as to form by the Architect/Engineer and the Owner. Any subsequent revisions made 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 Contract 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F EXHIBIT 4 demonstrate the manner in which the agreed rate of progress will be regained, all without additional cost to the Owner. 3.11 DOCUMENTS AND SAMPLES AT THE PROJECT SITE The Contractor shall maintain at the Project site for the Owner one record copy of the Drawings, Specifications, addenda, and Amendments in good order and marked currently to record changes and selections made during construction, and in addition shall maintain at the Project site approved Shop Drawings, Product Data, Samples, and similar required submittals. These shall be available to the Architect/Engineer and shall be delivered to the Architect/Engineer for submittal to the Owner upon completion of the Work. 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES (a) Shop Drawings are drawings, diagrams, schedules, and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub -subcontractor, materialmen, manufacturer(s), supplier(s), or distributor(s) to illustrate some portion of the Work. (b) Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams, and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. (c) Samples are physical examples which illustrate materials, equipment, or workmanship and establish standards by which the Work will be judged. (d) Shop Drawings, Product Data, Samples, and similar submittals are not Contract Documents. The purpose of their submittal is to demonstrate for those portions of the Work for which submittals are required the way the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents. Review by the Architect/Engineer is subject to the limitations of Paragraph 4.2. (e) The Prime Contractor shall review, approve and submit to the Architect/Engineer Shop Drawings, Product Data, Samples, and similar submittals required by the Contract Documents with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner, or of separate contractors. Submittals made by the Prime Contractor which are not required by the Contract Documents may be returned without action. (f) The Prime Contractor shall perform no portion of the Work requiring submittal and review of Shop Drawings, Product Data, Samples, or similar submittals until the 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 Contract 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F EXHIBIT 4 is directed to Paragraph 3.2 of these General Conditions and the requirements stated in that Paragraph. (h) The Prime Contractor shall not be relieved of responsibility for deviations, substitutions, changes, additions, deletions or omissions from requirements of the Contract Documents by the Architect/Engineer's approval of Shop Drawings, Product Data, Samples, or similar submittals unless the Prime Contractor has specifically informed the Architect/Engineer in writing of such substitutions, changes, additions, deletions, omissions, or deviations involved in the submittal at the time of submittal and the Architect/Engineer, subject to a formal Change Order signed by the Owner, Architect/Engineer and Prime Contractor, has given written approval to the specific substitutions, changes, additions, deletions, omissions, or deviations. The Prime Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples, or similar submittals by the Architect/Engineer's approval thereof. Further, notwithstanding any approval of a submittal by the Architect/Engineer, the Prime Contractor shall be responsible for all associated Project costs, including costs of coordination's, modifications, or impacts, direct or indirect, resulting from any and all substitutions, changes, additions, deletions, omissions, or deviations, whether or not specifically identified by the Prime Contractor to the Architect/Engineer at the time of the above-mentioned submittals, including additional consulting fees, if any, in any and all accommodations associated with such substitutions, changes, additions, deletions, omissions, or deviations to the requirements of the Contract Documents. (i) The Prime Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples, or similar submittals, to additional revisions other than those requested by the Architect/Engineer on previous submittals. In the absence of such written notice, the Architect/Engineer's approval of a resubmission shall not apply to the additional revisions not requested. (j) Informational submittals upon which the Architect/Engineer is not expected to take responsive action may be so identified in the Contract Documents. (k) When professional certification of performance criteria of materials, systems, or equipment is required by the Contract Documents, the Architect/Engineer shall be entitled to rely upon the accuracy and completeness of such calculations and certifications. 3.13 USE OF THE PROJECT SITE The Prime Contractor shall confine operations at the Project site to areas permitted by law, ordinances, permits, and the Contract Documents and shall not unreasonably encumber the Project site with materials or equipment. 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 Contract 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F EXHIBIT 4 shall not cut or otherwise alter the construction by the Owner or a separate contractor except with the written consent of the Owner and of the separate contractor; consent shall not be unreasonably withheld. The Prime Contractor shall not unreasonably withhold from the Owner or a separate contractor the Prime Contractor's consent to cutting or otherwise altering the Work. (c) A "Hot Work Permit" must be obtained from the City of Denton's Facilities Management Department, 869 S. Woodrow Lane, Denton, Texas (940 349-7200) for any temporary operation involving open flames or producing heat and/or sparks. This includes, but is not limited to: Brazing, Cutting, Grinding, Soldering, Torch Applied Roofing and Welding. 3.15 CLEANING UP (a) The Prime Contractor shall keep the Project site and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. Upon the completion of the Work the Prime Contractor shall remove from and about the Project site all waste materials, and rubbish, and all of the Prime Contractor's tools, construction equipment, machinery, and surplus materials. (b) If the Prime Contractor fails to clean up as provided in the Contract Documents, the Owner may, at Owner's option, clean up the Project site, and the Owner's cost of cleaning up shall be charged to the Contractor. 3.16 ACCESS TO WORK The Prime Contractor shall provide the Owner and the Architect/Engineer access to the Work in preparation and progress wherever located during the course of construction. 3.17 TESTS AND INSPECTIONS (a) Tests, inspections, and approvals of portions of the Work required by the Contract Documents or by laws, ordinances, rules, regulations, or orders of governmental entities or agencies having jurisdiction over the Work shall be made at appropriate times. Unless otherwise provided, the Prime Contractor shall make arrangements for such tests, inspections, and approvals with an independent testing laboratory or entity acceptable to the Owner or with the appropriate governmental entity or agency, and the Prime 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 Contract 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F EXHIBIT 4 for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Prime Contractor shall give timely notice to the Architect/Engineer of when and where tests and inspections are to be made so that the Architect/Engineer may observe such procedures. The Owner shall bear such costs except as provided in Subparagraph 3.17(c). (c) If procedures for testing, inspection, or approval under Subparagraphs 3.17(a) and 3.17(b) reveal deficiencies or nonconformities in the Work, the Prime Contractor shall bear all costs made necessary to correct the deficiencies or nonconfolmities, 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 Contract 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F EXHIBIT 4 DAMAGES, FINES, OR PENALTIES IS SOUGHT, SUFFERED BY ANY PERSON OR PERSONS, THAT MAY ARISE OUT OF OR BE OCCASIONED BY CONTRACTOR'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS CONTRACT, VIOLATIONS OF LAW, OR BY ANY NEGLIGENT, GROSSLY NEGLIGENT, INTENTIONAL, OR STRICTLY LIABLE ACT OR OMISSION OF THE PRIME CONTRACTOR, ITS OFFICERS, AGENTS, EMPLOYEES, SUBCONTRACTORS, OR SUB -SUBCONTRACTORS AND THEIR RESPECTIVE OFFICERS, AGENTS, OR REPRESENTATIVES, OR ANY OTHER PERSONS OR ENTITIES FOR WHICH THE PRIME CONTRACTOR IS LEGALLY RESPONSIBLE IN THE PERFORMANCE OF THIS CONTRACT; EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OR FAULT OF THE OWNER, ITS OFFICERS, AGENTS, EMPLOYEES OR SEPARATE CONTRACTORS, OR OF THE ARCHITECT/ENGINEER, AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OR FAULT OF THE CONTRACTOR, THE OWNER, AND THE ARCHITECT/ENGINEER, RESPONSIBILITY AND INDEMNITY, IF ANY, SHALL BE APPORTIONED IN ACCORDANCE WITH THE LAW OF THE STATE OF TEXAS, WITHOUT, HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE OWNER UNDER TEXAS LAW, AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. THE PROVISIONS OF THIS PARAGRAPH ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND ARE NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER THIRD PERSON OR ENTITY. (b) In claims against any person or entity indemnified under this Paragraph 3.19 by an employee of the Prime Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under this Paragraph 3.19 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Prime Contractor or any Subcontractor, under workers compensation acts, disability benefit acts or other employee benefit acts. (c) Indemnification under this Paragraph 3.19 shall include, but is not limited to, liability which could result to or be created for the Owner, its officers, agents, or employees, or the Architect/Engineer pursuant to State or Federal laws or regulations relating to 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 Contract 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F EXHIBIT 4 identified as such in the formal Building Construction Services Agreement and is referred to throughout the Contract Documents as if singular in number. The term "Architect/Engineer" means the Architect/Engineer or the Architect/Engineer's authorized representative. The Owner may, at its option, designate a qualified Owner representative to serve as the Architect/Engineer on the Project instead of an outside firm or person. In such event, the references in these General Conditions that refer to the Architect/Engineer shall apply to the Owner -designated Architect/Engineer representative and the Owner - designated Architect/Engineer representative shall be accorded that same status by the Prime Contractor. (b) In the event the Architect/Engineer is an outside person or firm and the Architect/Engineer's employment is terminated, the Owner may, at its option, contract with a new outside Architect/Engineer to replace the former, or may designate a qualified Owner representative to serve as the Architect/Engineer. The replacement Architect/Engineer, whether an Owner representative, an independent Architect/Engineer or any other qualified person or entity, shall be regarded as the Architect/Engineer for all purposes under the Contract Documents and shall be accorded that same status by the Prime Contractor. Any dispute in connection with such appointment shall be reviewed and settled by the Owner, whose decision shall be final and binding. (c) Owner reserves the right to appoint a representative empowered to act for the Owner during the Construction Phase and to supersede the Architect/Engineer's Construction Phase responsibility. Similarly, from time to time the Owner may expand or reduce the Owner's delegation of powers to the Architect/Engineer, with the Owner notifying the Prime Contractor of any such changes. The Architect/Engineer shall not be construed as a third party beneficiary to the Contract and can in no way object to any expansion or reduction of powers as set forth in this Subparagraph (c). In no event, however, shall the Owner have control over charge of, or be responsible for, construction means, methods, techniques, sequences, or procedures, or for safety precautions or programs in connection with the Work since these are solely the Contractor's responsibility. The Owner will not be responsible for the Prime Contractor's failure to carry out the Work in accordance with the Contract Documents. The Owner will not have control over or charge of and will not be responsible for acts or omissions of Prime Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the Work. 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 Contract 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD850D619F EXHIBIT 4 to the extent necessary to personally familiarize themselves with the progress and quality of the Work, and to determine if the Work is proceeding in accordance with the Contract Documents. The Architect/Engineer shall not, however, be required to make continuous on-site inspections to check the Work. Field reports of each visit shall be prepared by the Architect/Engineer and submitted to the Owner. The Architect/Engineer shall employ all reasonable measures to safeguard the Owner against defects and nonconformities in the Work. The Architect/Engineer shall not be responsible for the construction means, methods, techniques, sequences of procedures, nor for the safety precautions and programs employed in connection with the Work. The Architect/Engineer will, however, immediately inform the Owner whenever defects or nonconformities in the Work are observed, or when any observed actions or omissions are undertaken by the Prime Contractor or any Subcontractor which are not in the best interests of the Owner or the Project. (c) The Architect/Engineer and the Owner will not have control over or charge of and will not be responsible for construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Prime Contractor's responsibility as provided in Paragraph 4.3. The Architect/Engineer and the Owner will not be responsible for the Prime Contractor's failure to carry out the Work in accordance with the Contract Documents. The Architect/Engineer and the Owner will not have control over or charge of and will not be responsible for acts or omissions of the Prime Contractor, Subcontractors, Sub -subcontractors, or their respective agents or employees, or of any other persons performing portions of the Work for which the Prime Contractor is responsible. (d) Except as otherwise provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Prime Contractor shall endeavor to communicate through the Architect/Engineer. Communications by and with the Architect/Engineer's consultants shall be through the Architect/Engineer. Communications by and with Subcontractors and material suppliers shall be through the Prime Contractor. Communications by and with separate contractors will be through the Owner. The Prime Contractor shall provide written confirmation of communications made directly with the Owner and provide copies of such confirmation to the Architect/Engineer. (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 Contract 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD850D619F EXHIBIT 4 Prime Contractor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons performing portions of the Work. (g) The Architect/Engineer will review and approve or take other appropriate action upon the Prime Contractor's submittals such as Shop Drawings, Product Data, and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect/Engineer's action will be taken with such reasonable promptness as to not delay the Work or the activities of the Owner, Contractor, or separate contractors. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Prime Contractor as required by the Contract Documents. The Architect/Engineer's review of the Prime Contractor's submittals shall not relieve the Prime Contractor of any obligations under Paragraphs 3.3, 3.5, and 3.12. The Architect/Engineer's review shall not constitute approval of safety precautions or, unless otherwise specifically stated in writing by the Architect/Engineer, of any construction means, methods, techniques, sequences, or procedures. The Architect/Engineer's approval of a specific item shall not indicate approval of an assembly of which the item is a component. (h) The Architect/Engineer will prepare Change Orders and may authorize minor changes in the Work as provided in Paragraph 7.3. (i) The Architect/Engineer will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion, will receive and forward to the Owner for the Owner's review and records written warranties and related documents required by the Contract and assembled by the Prime Contractor, and will issue a final Certificate for Payment upon compliance with the requirements of the Contract Documents. (j) If the Owner and Architect/Engineer agree, the Architect/Engineer will provide one or more Project representatives to assist in carrying out the Architect/Engineer's responsibilities at the site. The duties, responsibilities, and limitations of authority of such 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 Contract 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD850D619F EXHIBIT 4 of Drawings. When making such interpretations and decisions, the Architect/Engineer will endeavor to secure faithful performance by the Prime Contractor. (m)The Architect/Engineer's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents; provided that the Architect/Engineer has the prior written approval of the Owner. 4.3 CLAIMS AND DISPUTES (a) Definition; General Notice of Claim Procedure. As used in these General Conditions, a "Claim" means a demand or assertion by one of the parties to the Contract seeking an adjustment of the terms of the Contract Documents, of the Contract Sum, of the Contract Time, or some other relief in respect to the terms of the Contract Documents. The term also includes all other disputes between the Owner and the Contractor arising out of or relating to the Project or the Contract Documents, including but not limited to claims that work was outside the scope of the Contract Documents. The responsibility to substantiate the Claim and the burden of demonstrating compliance with this provision shall rest with the party making the Claim. Except where otherwise provided in the Contract Documents, a Claim by the Prime Contractor, whether for additional compensation, additional time, or other relief, including but not limited to claims arising from concealed conditions, WITHOUT EXCEPTION, MUST BE MADE BY WRITTEN NOTICE TO THE ARCHITECT/ENGINEER AND TO THE OWNER WITHIN FOURTEEN (14) DAYS IMMEDIATELY AFTER OCCURRENCE OF THE EVENT OR EVENTS GIVING RISE TO THE PARTICULAR CLAIM. Every Claim of the Prime Contractor, whether for additional compensation, additional time, or other relief, including but not limited to claims arising from concealed conditions, shall be signed and sworn to by an authorized corporate officer (if not a corporation, then an official of the company authorized to bind the Prime Contractor by his signature) of the Prime Contractor, verifying the truth and accuracy of the Claim. THE PRIME CONTRACTOR SHALL BE CONCLUSIVELY DEEMED TO HAVE WAIVED ANY CLAIM NOT MADE STRICTLY IN ACCORDANCE WITH THE PROCEDURES AND TIME LIMITS SET OUT IN THIS PARAGRAPH. (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; Contract 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD850D619F EXHIBIT 4 provided, however, that the Contract Sum or Time may be adjusted by the Owner in such circumstances only if: (1) a concealed subsurface condition is encountered in the course of performance of the Work; (2) a concealed or unknown condition in an existing structure is at variance with conditions indicated by the Contract Documents; or (3) an unknown physical condition is encountered below the surface of the ground or in an existing structure which is of an unusual nature and materially different from those ordinarily encountered and generally recognized as inherent in the character of the Work; and (4) a notice of claim with proper and adequate substantiation is presented pursuant to Subparagraph 4.3(a) of these General Conditions; and (5) the Owner and the Architect/Engineer determine that: (i) prior to submitting its bid for the Work, the Contractor used reasonable diligence to fully inspect the portion of the Project site where the condition was discovered; and (ii) the work caused or required by the concealed or unknown condition at issue can be considered extra work to the extent that additional new Drawings must be prepared and issued and new construction beyond the scope of the Contract Documents is required. (e) Disclaimer of Warranties as to Reports, Drawings, and Specifications. PROJECT SITE INFORMATION AND REPORTS (INCLUDING BUT NOT LIMITED TO SOILS TESTING REPORTS, GEOTECHNICAL REPORTS, OR ENVIRONMENTAL SITE ASSESSMENTS) PROVIDED BY THE OWNER AND THE ARCHITECT/ENGINEER IN THE PROJECT MANUAL OR BY OTHER MEANS SHALL BE UTILIZED BY THE PRIME CONTRACTOR AT THE PRIME CONTRACTOR'S OWN RISK. THE OWNER AND THE ARCHITECT/ENGINEER DO NOT GUARANTEE OR WARRANT ANY INFORMATION SHOWN IN THE PROJECT SITE INFORMATION AND REPORTS. (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; Contract 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD850D619F EXHIBIT 4 (2) a written order for a minor change in the Work issued by the Architect/Engineer; (3) failure of payment by the Owner; (4) termination of the Contract by the Owner; (5) the Owner's temporary suspension of all or any portion of the Work where the Prime Contractor was not at fault; or (6) other reasonable grounds. (g) Injury or Damage to Person or Property. If the Prime Contractor suffers injury or damages to person or property because of an act or omission of the Owner, or of any of the Owner's officers, employees or agents, written, sworn -to notice of any claim for damages or injury shall be given as provided in Subparagraph 4.3(a). The notice shall provide sufficient detail to enable the Architect/Engineer and the Owner to investigate the matter. (h) Subcontractor Pass -Through Claims. In the event that any Subcontractor of the Prime Contractor asserts a claim to the Prime Contractor, that the Prime Contractor seeks to pass through to the Owner under the Contract Documents, any entitlement of the Prime Contractor to submit and assert the claim against the Owner shall be subject to: (1) the requirements of Paragraph 4.3 of these General Conditions; and (2) the following additional three requirements listed below, all three of which additional requirements shall be conditions precedent to the entitlement of the Prime Contractor to seek and assert such claim against the Owner: (ii) The Prime Contractor shall either (A) have direct legal liability as a matter of contract, common law, or statutory law to the Subcontractor for the claim that the 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. Contract 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD850D619F EXHIBIT 4 (iii) The Subcontractor making the claim to the Prime Contractor shall certify in writing and under oath that it has compiled, reviewed and evaluated the merits of such claim and that the claim is believed in good faith by the Subcontractor to be valid. A copy of the certification by the Subcontractor shall be included by Prime Contractor in the claim submittal materials made by Contractor to the Owner.. (3) Any failure of the Prime Contractor to comply with any of the foregoing requirements and conditions precedent with regard to any such claim shall constitute a waiver of any entitlement to submit or pursue such claim against Owner. (4) Receipt and review of a claim by the Owner under this Subparagraph shall not be construed as a waiver of any defenses to the claim available to the Owner under the Contract Documents or by applicable law. (i) Owner's Right to Order Acceleration and to Deny Claimed and Appropriate Time Extensions, in Whole or in Part. The Prime Contractor acknowledges and agrees that Substantial Completion of the Work by or before the Scheduled Completion Date is of substantial importance to Owner. The following provisions, therefore, will apply: (1) If the Prime Contractor falls behind the approved construction schedule for whatever reason, the Owner shall have the right, in the Owner's sole discretion, to order the Prime Contractor to develop a recovery schedule as described in Paragraph 3.10 or to accelerate its progress in such a manner as to achieve Substantial Completion on or before the Contract Time completion date or such other date as the Owner may reasonably direct and, upon receipt, the Prime Contractor shall take all action necessary to comply with the order. In such event, any possible right, if any, of the Prime Contractor to additional compensation for any acceleration shall be subject to the terms of this Subparagraph (i). (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 Contract 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F EXHIBIT 4 be limited to those reasonable and documented direct costs of labor, materials, equipment, and supervision solely and directly attributable to the actual acceleration activity necessary to bring the Work back within the then existing approved construction schedule. These direct costs include the premium portion of overtime pay, additional crew, shift, or equipment costs if requested in advance by the Contractor and approved in writing by the Owner. A percentage markup for the prorated cost of premium on the existing performance and payment bonds and required insurance; provided however, not to exceed five (5%) per cent, will be allowed on the claimed acceleration costs. NO OTHER MARKUP FOR PROFIT, OVERHEAD (INCLUDING BUT NOT LIMITED TO HOME OFFICE OVERHEAD) OR ANY OTHER COSTS WILL BE ALLOWED ON ANY ACCELERATION CLAIM. The Owner shall not be liable for any costs related to an acceleration claim other than those described in this Clause (i)(3). (i) Waiver of Claims; Final Payment. The making of final payment shall constitute a waiver of claims by the Owner except those arising from: (1) claims, security interests, purported liens, or other attempted encumbrances arising out of the Contract and remaining unsettled; (2) defective or nonconforming Work appearing after Substantial Completion; (3) latent defects, as defined in Subparagraph 12.2(d), appearing after Final Completion; or (4) the terms of general and special warranties required by the Contract Documents or allowed or implied by law. (k) THE CONTRACTOR SHALL NOT BE ENTITLED TO RECOVER ATTORNEY'S 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 Contract 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F EXHIBIT 4 Subcontractor. The term "Subcontractor" does not include a separate contractor or subcontractors of a separate contractor. (b) A Sub -subcontractor is a person or entity who has a direct or indirect Contract with a Subcontractor to perform a portion of the Work at the Project site or to supply materials or equipment to the Subcontractor or another Sub -subcontractor by purchase or lease for use in performance of or incorporation into the Work. The term "Sub -subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sub - subcontractor or an authorized representative of the Sub -subcontractor. 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK (a) Immediately after the award of the Contract by the Owner, and before the Building Construction Services Agreement is signed by the Prime Contractor and the Owner, the Prime Contractor shall furnish to the Architect/Engineer in writing, for acceptance by the Owner and the Architect/Engineer, a list of the names, addresses, telephone numbers, M/WBE certification numbers (where applicable), and type of work of the Subcontractors (including those who are to furnish materials or equipment fabricated to a special design), proposed for the principal portions of the Work, including furnishings when made a part of the Contract. The Prime Contractor shall immediately notify the Owner in writing of any changes in the list as they occur. The Architect/Engineer will promptly reply to the Contractor in writing stating whether or not the Owner or the Architect/Engineer, after due investigation, has reasonable objection to any such proposed person or entity. Failure of the Owner or Architect/Engineer to reply promptly shall constitute notice of no reasonable objection. (b) The Prime Contractor shall not Contract with a proposed person or entity to whom the Owner or Architect/Engineer has made reasonable and timely objection. (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 Contract 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD850D619F EXHIBIT 4 Contractor all the obligations and responsibilities which the Prime Contractor, by the Contract Documents, assumes toward the Owner and the Architect/Engineer. Each subcontract agreement shall preserve and protect the rights of the Owner and the Architect/Engineer under the Contract Documents (including but not limited to these General Conditions) with respect to the Work to be performed by the Subcontractor so that subcontracting will not prejudice the rights of the Owner and the Architect/Engineer. Where appropriate, the Prime Contractor shall require each Subcontractor to enter into similar agreements with Sub -subcontractors. The Prime Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor is to be bound. Subcontractors shall similarly make copies of applicable portions of such Documents available to their respective proposed Sub -subcontractors. (b) The Prime Contractor is solely responsible for making payments properly to the Prime Contractor's Subcontractors on the Project. During performance of the Work, the Prime Contractor shall comply with the following additional rules regarding Subcontractor payments: (1) The Prime Contractor shall submit, beginning with the Second Application and Certificate for Payment, a Subcontractor Payment Report (the "Report") with each Application and Certificate for Payment. The Report shall show all payments made to date by the Prime Contractor (plus existing retainage) to each Subcontractor involved in the Project. The Report shall be made on a form approved and supplied by the Owner. As an alternative to the Report, the Prime Contractor may furnish Affidavits of Payment Received with the Application and Certificate for Payment, which affidavits shall be executed by each Subcontractor owed money and paid by Subcontractor during the previous progress payment period for work or materials furnished on the Project. RECEIPT BY THE OWNER OF THE REPORT OR 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 Contract 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F EXHIBIT 4 (iii) the Prime Contractor has otherwise failed to make payments properly to any Subcontractor. (4) THE PRIME CONTRACTOR SHALL NOT HAVE ANY RIGHT TO MAKE A CLAIM FOR ADDITIONAL TIME OR ADDITIONAL COMPENSATION AS A RESULT OF THE OWNER'S OR ARCHITECT/ENGINEER'S ENFORCEMENT OF THIS SUBPARAGRAPH 5.3(b). NO PROVISION OF THIS SUBPARAGRAPH OR ANY OF THE CONTRACT DOCUMENTS SHALL BE CONSTRUED TO CREATE A CONTRACTUAL RELATIONSHIP, EXPRESS OR IMPLIED, BETWEEN ANY SUBCONTRACTOR AND EITHER THE OWNER OR THE ARCHITECT/ENGINEER AND SHALL NOT BE CONSTRUED TO MAKE ANY SUBCONTRACTOR OR ANY OTHER PERSON OR ENTITY, A THIRD -PARTY BENEFICIARY OF THE CONTRACT BETWEEN THE OWNER AND THE PRIME CONTRACTOR. 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS In the event of a termination of this Contract by the Owner under Article 14, the Prime Contractor shall, if requested in writing by the Owner, within fifteen (15) days after the date notice of termination is sent, deliver and assign to Owner, or any person or entity acting on the Owner's behalf, any or all subcontracts made by Prime Contractor in the performance of the Work, and deliver to the Owner true and correct originals and copies of the subcontract documents. In the event assignment is not requested by the Owner, Prime Contractor shall terminate all subcontracts to the extent that Owner has not directed assignment of same and to the extent that they relate to the performance of Work terminated by the notice of termination. 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 Contract 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F EXHIBIT 4 Documents in each case shall mean the Contractor who executes each separate Building Construction Services Agreement with the Owner. (c) The Owner shall provide for coordination of the activities of the Owner's own forces and of each separate contractor with the Work of the Prime Contractor, who shall cooperate with them. The Prime Contractor shall participate with other separate contractors and the Owner in reviewing their construction schedules when directed to do so. The Prime Contractor shall, with the approval of the Owner, make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Prime Contractor, separate contractors, and the Owner until subsequently revised by mutual agreement or by written Change Order. If the Prime Contractor believes it is entitled to an adjustment of the Contract Sum under the circumstances, the Prime Contractor shall submit a written proposal for a Change Order pursuant to Article 7 of the General Conditions. In the event the Prime Contractor's Change Order proposal is denied by the Owner, the Prime Contractor must submit any Claim pursuant to Paragraph 4.3 of the General Conditions. (d) Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces, the Owner shall be deemed to be subject to the same obligations and to have the same rights which apply to the Prime Contractor under these General Conditions, including, without excluding others, those stated in Article 3, this Article 6, and Articles 10, 11 and 12. 6.2 MUTUAL RESPONSIBILITY (a) The Prime Contractor shall afford the Owner and separate contractors' reasonable opportunity for access to and storage of their materials and equipment and the performance of their activities and shall coordinate the Prime Contractor's construction and operations with the separate contractors as required by the Contract Documents. (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 Contract 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F EXHIBIT 4 delays verified by the Architect/Engineer; no increase in the Contract Sum, however, shall be due to the Prime Contractor. (d) The Prime Contractor shall promptly remedy damage wrongfully caused by the Prime Contractor to completed or partially completed construction or to property of the Owner or separate contractors as provided in Subparagraph 10.2(e). (e) Should the Prime Contractor cause damage to the work or property of any separate contractor on the Project, the Prime Contractor shall, upon due notice, settle with the separate contractor by agreement, if the separate contractor will so settle. If the separate contractor sues the Owner or submits a claim on account of any damage alleged to have been so sustained, the Owner shall notify the Prime Contractor who shall defend such proceedings, at the Prime Contractor's sole expense, and if any judgment or award against the Owner arises from the separate contractor's claim, the Prime Contractor shall fully pay or satisfy it and shall reimburse the Owner for any and all attorney's fees and costs which the Owner has incurred. (f) The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are described for the Prime Contractor in Paragraph 3.14. 6.3 OWNER'S RIGHT TO CLEAN UP If a dispute arises among the Contractor, separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the Project Site and surrounding area free from waste materials and rubbish as described in Paragraph 3.15, the Owner may clean up, but is not obligated to do so, and Owner shall allocate the cost among those parties responsible, as the Architect/Engineer recommends to be just. ARTICLE 7 - AMENDMENTS 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 Contract 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD850D619F EXHIBIT 4 signed by the Contractor indicates his agreement with all of the changes approved, including the adjustment in the Contract Sum or the Contract Time. EACH CHANGE ORDER SHALL BE SPECIFIC AND FINAL AS TO PRICES AND EXTENSIONS OF TIME, WITH NO RESERVATIONS OR OTHER PROVISIONS ALLOWING FOR FUTURE ADDITIONAL MONEY OR TIME AS A RESULT OF THE PARTICULAR CHANGES IDENTIFIED AND FULLY COMPENSATED IN THE CHANGE ORDER. The execution of a Change Order by the Contractor shall constitute conclusive evidence of the Contractor's agreement to the ordered changes in the Work. The Contractor forever releases any claim against the Owner for additional time or compensation for matters relating to or arising out of or resulting from the Work included within or affected by the executed Change Order. This release applies to claims related to the cumulative impact of all Change Orders and to any claim related to the effect of a change on other Work. (c) No extra work (except under emergency conditions) or changes shall be made nor shall any substitutions, changes or additions to or omissions or deviations from the requirements of the Drawings and Specifications be made unless pursuant to a written Change Order signed by the Owner and the Architect/Engineer, it being expressly understood that the Owner shall not be liable for the cost of extra work or any substitution, change, addition, omission or deviation from the requirements of the Drawings or Specifications unless the same shall have been authorized in writing by the Owner and the Architect/Engineer in a written change order or other Amendment. The provisions of this Paragraph 7.1 shall control in the event of any inconsistency between such provisions and the other provisions of this Article 7. See Subparagraph 10.3(a) of the General Conditions for Change Orders under emergency conditions. (d) The method of determining the cost or credit to the Owner for any change in the Work shall be one of the following: (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 Contract 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD850D619F EXHIBIT 4 daily basis, in such form and with the appropriate supporting data as the Architect/Engineer and Owner may prescribe. Sworn copies of the itemized accounting shall be delivered to the Architect/Engineer each day during the performance of force account work, with copies to the Owner. FAILURE OF THE CONTRACTOR TO SUBMIT THE SWORN -TO ITEMIZED ACCOUNTING DAILY AS REQUIRED HEREIN SHALL CONSTITUTE A WAIVER BY THE CONTRACTOR OF ANY RIGHT TO DISPUTE THE OWNER'S DETERMINATION OF THE AMOUNT DUE THE CONTRACTOR FOR FORCE ACCOUNT WORK. Costs to be charged under this Subparagraph for force account work are limited to the following: (1) costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and worker's compensation insurance; (2) costs of materials, supplies and equipment (but not to include off-site storage unless approved in writing by the Owner), whether incorporated or consumed; (3) rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; (4) costs of premiums for all bonds and insurance related to the Work; and (5) additional costs of supervision and field office personnel directly attributable to the changed Work. Pending final determination of cost to the Owner, payment of undisputed amounts on force account shall be included on the Architect/Engineer's Certificate of Payment as work is completed. (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 Contract 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F EXHIBIT 4 Agreements. 7.3 MINOR CHANGES IN THE WORK The Architect/Engineer, after notifying the Owner, shall be authorized to order minor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Minor changes shall be effected by written order, and shall be binding on the Owner and the Contractor. The Contractor shall carry out such written orders promptly. These written orders shall not be deemed to change or impact the Contract Sum or the Contract Time. Contractor shall have no Claim for any minor change ordered to the Work under this Paragraph 7.3 unless the Contractor submits its change proposal, prior to complying with the minor change ordered and in no event later than ten (10) working days from the date the minor change was ordered, to the Owner for approval. 7.4 TIME REQUIRED TO PROCESS AMENDMENTS (a) All of the Contractor's responses to proposal requests shall be accompanied by a complete, itemized breakdown of costs. Responses to proposal requests shall be submitted sufficiently in advance of the required work to allow the Owner and the Architect/Engineer a minimum of thirty (30) calendar days after receipt by the Architect/Engineer to review the itemized breakdown and to prepare or distribute additional documents as may be necessary. All of the Prime Contractor's responses to proposal requests shall include a statement that the cost described in the response represents the complete, total and final cost and additional Contract Time associated with the extra work, change, addition to, omission, deviation, substitution, or other grounds for seeking extra compensation under the Contract Documents, without reservation or further recourse. (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. Contract 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F EXHIBIT 4 (b) The date of commencement of the Work is the date established in the Notice to Proceed from the Owner. The date of commencement shall not be postponed by the failure of the Prime Contractor, or of persons or entities for whom the Prime Contractor is responsible to act promptly to commence the Work. If the Owner unreasonably delays the issuance of the notice to proceed, through no fault of the Prime Contractor, the Prime Contractor shall be entitled only to an equitable extension of the Contract Time; the Contract Sum shall remain unchanged. (c) The date of Substantial Completion is the date certified by the Architect/Engineer in accordance with Paragraph 9.7. (d) The term "day" as used in the Contract Documents shall mean a calendar day, beginning and ending at 12:00 midnight, unless otherwise specifically defined by special provision. 8.2 PROGRESS AND COMPLETION (a) Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Building Construction Services Agreement, the Prime Contractor confirms that the Contract Time is a reasonable period for performing the Work. (b) The Prime Contractor shall not knowingly, except by agreement with or instruction of the Owner in writing, prematurely commence operations on the Project site or elsewhere prior to the effective date of insurance to be furnished by the Prime Contractor as required by Article 11. The date of commencement of the Work shall not be changed by the effective date of insurance required by Article 11. 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 Contract 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD850D619F EXHIBIT 4 INTERFERENCE, INTENTIONAL OR UNINTENTIONAL, FORESEEN OR UNFORESEEN, WHICH INCREASES THE TIME TO COMPLETE THE WORK, INCLUDING BUT NOT LIMITED TO ANY DELAYS CAUSED IN WHOLE OR IN PART BY THE ACTS, OMISSIONS, FAILURES, NEGLIGENCE, OR FAULT OF THE OWNER, THE ARCHITECT/ENGINEER, OR THE OWNER'S REPRESENTATIVE, AN EXTENSION OF THE CONTRACT TIME UNDER SUBPARAGRAPH 8.3(a) BEING THE PRIME CONTRACTOR'S SOLE REMEDY. (d) The Owner shall have the right to occupy, without prejudice to the right of either party, any completed or largely completed portions of the structure or Work, notwithstanding the fact that the Contract Time for completing all or a portion of the Work may not have expired. Partial occupancy and use shall not be deemed as an acceptance of the Work taken or used. (e) The Prime Contractor shall promptly suspend the Work when either the Prime Contractor or the Owner is ordered to do so by a court order from a court having lawful jurisdiction, and the Prime Contractor will not be entitled to additional compensation by virtue of any delays resulting from the court order. The Prime Contractor will also not be liable to the Owner for a delay caused in fact by the Work being suspended by a court order. (f) The Architect/Engineer, with the consent of the Owner, shall have the authority to suspend the Work, in whole or in part, for such period or periods as the Architect/Engineer deems necessary due to unusual or severe weather conditions as are considered unfavorable for the suitable prosecution of the Work, or due to failure on the part of the Prime Contractor to correct conditions considered unsafe for workmen or the general public. If it should become necessary to stop the Work for an indefinite period, the Prime Contractor shall store all materials in such a manner that they will not obstruct or impede the public unnecessarily or become damaged in any way, and shall take every precaution to prevent damage or deterioration of the Work performed. In cases of suspension of the Work under this Subparagraph, the Prime Contractor shall also provide suitable drainage about the Work and erect temporary structures where necessary. The Prime Contractor shall not suspend the Work in whole or in part without written authority from the Architect/Engineer or the Owner, and shall resume the Work promptly when notified by the Architect/Engineer or the Owner to resume operations. (g) In the event of a delay that is the responsibility of the Prime Contractor or any of the Subcontractors, for which the Prime Contractor is not entitled to a time extension under the provisions of this Contract, the Owner may direct that the Work be accelerated by means of overtime, additional crews or additional shifts, or resequencing. This acceleration shall be at no cost to the Owner and will continue until the Contract Time is restored. In the event of a delay for which the Prime Contractor is entitled to a time extension, as determined by the Architect/Engineer, Owner may similarly direct acceleration and the Prime Contractor agrees to perform same on the basis that the Prime 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. Contract 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F EXHIBIT 4 ARTICLE 9 -PAYMENTS AND COMPLETION 9.1 CONTRACT SUM The Contract Sum is stated in the Building Construction Services Agreement and, including authorized adjustments, is the total amount of compensation payable by the Owner to the Prime Contractor for the performance of the Work under the Contract Documents. 9.2 SCHEDULE OF VALUES Before the first Application for Payment, the Prime Contractor shall submit to the Architect/Engineer a schedule of values allocated to various portions of the Work, prepared in such form and supported by such data to substantiate its accuracy as the Architect/Engineer may require. This schedule, when approved by the Architect/Engineer and the Owner, shall be used as a basis for the Prime Contractor's Application for Payment. The schedule of values shall follow the trade division of the Specifications. Prime Contractor's Application for Payment shall be filed on the current version of AIA Form G702 (Application and Certificate for Payment), as approved by the Owner. 9.3 APPLICATIONS FOR PAYMENT (a) At least ten (10) days before the date established for each progress payment, the Prime Contractor shall submit to the Architect/Engineer an itemized Application for Payment for Work completed in accordance with the schedule of values. The Application shall be notarized, if required, and supported by data substantiating the Prime Contractor's right to payment as the Owner or Architect/Engineer may require, including but not limited to copies of requisitions from Subcontractors and material suppliers, and reflecting the applicable retainage as required in the Contract Documents. Prime Contractor's Application for Payment shall also provide other supporting documentation as the Owner or the other applicable provisions of the Contract Documents may require. (b) Applications for Payment may not include requests for payment of amounts the Prime Contractor does not intend to pay to a Subcontractor because of a good faith dispute, unless the Prime Contractor complies with Clause 5.3(b) (2) of these General Conditions and the Prime Contractor's Payment Bond Surety consents in writing to payment to the Prime Contractor of the funds deemed to be in dispute. (c) Unless otherwise provided in the Contract Documents, progress payments shall include payment for materials and equipment delivered and suitably stored at the Project site for subsequent incorporation into the Work within thirty (30) days after delivery to the Project site. If approved in advance by the Owner, payment may similarly be made for 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: Contract 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F EXHIBIT 4 (1) the Owner has given prior approval of such off-site storage in writing; (2) the materials or equipment are stored in a bonded warehouse located in Denton County and identified with the Project for which they are stored, as evidenced by warehouse receipts and appropriate documents of title; and (3) the materials or equipment stored off-site will be incorporated into the Work within thirty (30) days after delivery. STORAGE IN FACILITIES OF THE MANUFACTURER OR THE PRIME CONTRACTOR WILL NOT BE PERMITTED OR PAID FOR, UNLESS THE OWNER HAS EXPRESSLY GIVEN PRIOR APPROVAL OF SUCH STORAGE IN WRITING. (d) The Prime Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Prime Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall be free and clear of liens, claims, security interests or encumbrances in favor of the Prime Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials, and equipment relating to the Work. (e) All materials or equipment delivered to the Project site earlier than thirty (30) days prior to an approved schedule for delivery to the Project site shall be classified as an "early delivery." All early delivery materials or equipment must have the express written permission of the Owner to be stored on the Project site. If any unauthorized early delivery occurs, Prime Contractor shall, at Prime Contractor's expense or at the expense of the responsible Subcontractor or Supplier, cause such early delivery to be removed from the Project site and stored off-site until required at the Project site. All costs of labor, transportation and storage will be included as part of the expense. If the Prime Contractor fails or refuses to remove unauthorized early delivery materials, the Owner may cause such materials to be removed at the Prime Contractor's sole expense, and amounts may be withheld from the Prime Contractor's Application for Payment to reimburse the Owner for any costs incurred in removing unauthorized early delivery materials. OWNER WILL NOT BE RESPONSIBLE FOR THE PROTECTION OF OR RISK OF LOSS ON ANY EARLY DELIVERY MATERIALS OR EQUIPMENT, NOR WILL OWNER BE LIABLE FOR ANY PAYMENT FOR THE EARLY DELIVERY MATERIALS OR EQUIPMENT. Any materials or equipment classified as early delivery will not be approved for payment as stored materials prior to thirty (30) days before the incorporation of the materials or equipment into the Work, unless storage and payment at an earlier date is expressly approved in writing by the Owner. (f) If the Contract Sum is equal to or less than $25,000, and if performance and payment bonds are not furnished by the Contractor, then no payment applied for will be payable under the Contract until the Work has been finally completed and accepted. 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 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD850D619F 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 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F 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 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F 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 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F 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 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F 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 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F 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 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F 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 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD850D619F 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 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F 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 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F 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 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F 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 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD850D619F 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 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD850D619F 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 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F 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 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F 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 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F EXHIBIT 4 (d) 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 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F 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 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F 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 bore 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 bore, 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 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F 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 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD850D619F EXHIBIT 4 (5) A reasonable belief that the Contractor has become insolvent, bankrupt, or otherwise financially unable to early 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 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD850D619F 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 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F 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 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F 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 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F 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 Goverment 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 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F 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 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F 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 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD850D619F EXHIBIT 4 EXHIBIT D PAYMENT AND PERFORMANCE BOND REQUIREMENTS Contractor will be required to furnish original performance and payment bonds for one hundred (100%) percent of the total submission price before work is to commence. The Contractor shall assume all costs in increasing the bond limits if change orders are formally approved. Bonds shall be in accordance with the V.T.C.A Goverment 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 9 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F EXHIBIT 4 EXHIBIT E INSURANCE REQUIREMENTS AND WORKERS' COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted. • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. • Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. • Liability policies shall be endorsed to provide the following: ■ Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. ■ That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. ■ Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. File 9 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F 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 9 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F 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 9 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD850D619F 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 9 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F 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 9 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F 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 9 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F 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 9 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD850D619F EXHIBIT 4 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 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 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 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F EXHIBIT 4 EXHIBIT G CONTRACTORS PROPOSAL RFP 6218 - Construction of Middle Entrance Road Respondent's Name: Jagoe Public Company Principal Place of Business (City and State) Denton, TX Respondent is a Corporation, Partnership, sole Proprietorship, or Corporation Individual? Total calendar days after Notice to Proceed is issued by City for 30 project start: Total calendar days after project start to substantial completion: 180 Project timeframe grand total: 210 Item No. Description Estimated Unit Cost Amount QuantityUnit 1 Allowance for mobilization and demobilization, $ 13,500.00 $ 13,500.00 50% for mobilization and 50% for demobilization (1% max of bid 1 LS proposal). 3 Site restoration and landscaping (including but $ 36,000.00 $ 36,000.00 not limited to seeding, hydromulch, fertilizer, temporary irrigation and finished grading). 1 LS 4 Furnish and install temporary sediment and $ 3,500.00 $ 3,500.00 erosion control devices and all related items, complete and in place as detailed and 1 LS specified. 5 Development and maintenance of Stormwater $ 1,500.00 $ 1,500.00 Pollution Prevention Plan. 1 LS 6 Demolition (including but not limited to $ 51,000.00 $ 51,000.00 concrete, asphalt, vegetation, fence, headwall, and reinforced concrete pipes 1 LS as shown on the drawings). 7 Install 10" reinforced concrete pavement with $ 60.00 $ 423,600.00 all appurtenances to be complete in place. 7,060 SY 8" modified subgrade with 27 pounds/SY of 6% $ 6.00 $ 42,360.00 by weight of hydrated lime. 7,060 SY Hydrated lime to be complete in place 95.5 TONS $ 180.00 $ 17,190.00 Install 4" HMACType'D' and 8" HMACType'A' $ 45.00 $ 134,730.00 with lime modification or 6" flex base with all appurtenances to be 8 complete in place. (Owner is electing to use a 2,994 SY 6" flex base and will supply materials for the flex base.) File 9 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD850D619F EXHIBIT 4 9 Install 8' chain-link fence with all $ 25.00 $ 18,750.00 appurtenances to be complete in place. 750 LF 10 Install 8' chain-link slide gate with all $ 385.00 $ 26,950.00 appurtenances to be complete in place. 70 LF 11 Install 12 x 6 precast box culvert with all $ 950.00 $ 42,750.00 appurtenances to be complete in place. 45 LF Install soil supported steel crash rail guard $ 145.00 $ 70,035.00 fence with all appurtenances to be complete in 12 place. Refer to Line Item 34 for cost 483 LF breakdown of the retaining wall supported steel crash rail. 14 12" rock riprap with bedding and filter fabric $ 170.00 $ 30,600.00 with all appurtenances complete in place. 180 CY 15 Install 18" RCP Class III with all appurtenances $ 70.00 $ 5,810.00 to be complete in place. 83 LF 17 Install Type'B' Headwall for 18" RCP with all $ 1,500.00 $ 4,500.00 appurtenances to be complete in place. 3 EA 19 Install trench drain similar to existing trench $ 400.00 $ 8,400.00 drain with all appurtenances to be complete in 21 LF place 20 Site grading 1200 CY $ 20.00 $ 24,000.00 22 Groundwater monitoring well modification $ 2,300.00 $ 2,300.00 with all appurtenances to be complete in 1 EA place. 23 Remove and replace electric meter disconnect $ 7,400.00 $ 7,400.00 and irrigation box with all appurtenances to be 1 EA complete in place. 24 Install metal beam guard fence with all $ 53.00 $ 6,890.00 appurtenances to be complete in place. 130 LF Relocate existing light poles with all $ 4,800.00 $ 43,200.00 appurtenances to be complete in place. Refer 25 to Line Item 35 for the cost of the light pole 9 EA base integral with retaining wall. 26 Install bollards with all appurtenances to be $ 130.00 $ 520.00 complete in place. 4 EA 27 Provide labor to install and build stone strong $ 40,000.00 $ 40,000.00 big block retaining wall components. Owner 1 LS will provide retaining wall components. 28 Provide labor to place backfill material for $ 20,000.00 $ 20,000.00 retaining wall to the grades shown on the plans. Owner will provide material for 1 LS retaining wall backfill. 29 Cl P Concrete Extenders without factor for $ 500.00 $ 39,500.00 waste and spillage (All required formwork is 79 CY considered to be included in this unit price.) 30 Cast -in Place Concrete Cap at top of wall, $ 575.00 $ 189,750.00 without factor for waste and spillage 330 CY File 9 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F EXHIBIT 4 31 32 Crushed rock/concrete base of wall, without factor for waste and spillage. Excavation at wall base. 200 1,615 CY CY $ $ 34.00 18.00 $ $ 6,800.00 29,070.00 33 Subgrade prep at wall base. 825 SY $ 8.00 $ 6,600.00 34 Steel crash rail supported by retaining wall 808 LF $ 128.00 $ 103,424.00 Cast into big block— including rails and posts (Any additional concrete filling at big blocks is considered to be included in the unit price.) 23 LF $ 162.00 $ 3,726.00 With 16" drilled piers in soil 16 LF $ 151.00 $ 2,416.00 16" diameter drilled piers at crash rail posts 22 CY $ 175.00 $ 3,850.00 35 Light pole base integral with big block wall 3 EA $ 150.00 $ 450.00 36 Payment and Performance Bonds 1 LS $ 16,500.00 $ 16,500.00 Grand Total: $1,477,571.00 File 9 6218 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F EM"IT16 City of Denton RFP FOR CONSTRUCTION OF MIDDLE ENTRANCE ROAD FOR SOLID WASTE xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxx BUSINESS OVERVIFW QUESTIONNAIRE AND FORMS I. Contract Information (for formal contracting purposes): 717efi)11014'il�q il?f67W7017017 141j1/ be uyeel to wrile a controct, shouh.1-yOurfirin beselecfetl,lbr award. 0 Firm's Legal Name: Jago Public Company 0 Address: 3020 Fort Worth Drive, Denton, TX 76202 0 Agent Authorized to sign contract (Name). Billy Cheek o Agent's email address- blllv.cb.ee ---,ja"o public.com 2. Subsidiary of Organization Class (circle), - Partnership ortaoration Individual Association 4. Tax Payer rD#: 75-0833657®i 5. Date Established: 11/15/1950 C. Historically underutilized Business: Yes oG Does your c any have an established physical presence in the State of Texas, or the City of Denton' your P r No, in which? Both the State of Texas and in the City of Denton. 8, Please provide a detailed listing of all products and/or services that your company provides, Jagoe-Public is a Heavy Highway Contractor that produces asphalt, the installation of asphalt, and performs the following services, including, but not limited to; earthwork, drainage utilities, water & sewer utilities, asphalt paving, concrete paving, curb & gutter, sidewalks, bridge construction, etc. 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. DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F EM"fft City of Denton RF,P FOR CONSTRUCTION OF'MJDDLE ENTRANCE ROAD FOR SOLID WASTE 10.Have you ever defaulted on or failed to complete a contract under your current company naiiie or any other company name? If so, where and why? Give name and telephone number of Owner. No. 1, Have you ever had a contract terminated by the Owner? If so, where and why? Give name and telephone flUmber (s) of ONNrtier (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 actMties? Yes. http://,Aww.osha.gov/pls/oshaweb/owasrch.search—form?pjoq�type= S'FANDARDS&p_toe—level =I&p_keyvalue=1926 13,Resident/Non-Resident Bidder Determination: Texas Government Code Section 2252.002: Non-resident bidders. Texas law prohibits cities and other governmental units from awarding contracts to a non-resident firm unless the amount of such a bid is lower than the lowest bid by a Texas resident by the amount the Texas resident would be required to underbid in the non-resident bidders' state. In order to make this determination, please provide the name, address and phone number of a. Responding firms principle place of business'. Jagoe-Public Company, 3020 Fort Worth Drive, Denton, TX76201:5, b. Company's majority owner principle place of business: J. Lee Milligan, 9200 Triangle Drive, Amarillo,TX 79120 c. Ultimate Parent Company's principle place of'business: J. LeeMilligan, 9200 Trianale Drive, Amarillo, TX 79120 t� L� RF13 621 SC DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F EM"IT16 City of Denton RFP FOR CONSTRUCTION OF MIDDLE ENTRANCE ROAD FOR SOLID WASTE 14. Provide, details to suplM]Lt,the evaluation criteriaincluding exp erience and deliverv. Jagoe-Public Company has been in road construction since 1923 and has built and reconstructed many different highway projects and numerous street rehabs for many municipalities, including the City of Denton. All of our projects have been successful and have been completed in a timely manner. 15.Provide details on how firm meets the minimum gualifications stated in this Main document Section 31 a. 'rhe details must be completed on this form, and shall not point to another document in the respondent's proposal, b. Sigm below and return form with final submission, Jagoe-Public does meet the minimum qualifications stated in this document. Our company performs all types of road construction, including asphalt and concrete paving, drainacfe, wet utilities and structures. I certify that our firm meets the minimum qualifications as stated in this Main document, Section 3. I ?-?Agnatui �---u Company Date \1/ ,RFP 621 8C DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD850D619F EM"IT16 City of Denton RFP FOR CONSTRUCTION OF MIDDLE ENTRANCE ROAD FOR SOLID WASTE xxxxxxxxxxxxxxxxxxxx SUBMISSION El XCE PTIONS/ CLARIFICA T IONS Any exceptions or clarI ifications taken to this solicitation (including terms and conditions in Exhibit 2, the Genei-al 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 LL j The above exceptions and clarifications (and any additional pages identified) are the ONLY exceptions to the specifications, General Provisions and Terms and Conditions in Exhibit 2, and sample contract to this solicitation. I understand that the City may not accept additional exceptions produced after final submission of this proposal. t /'�j R Company Date No Exceptions are taken to this solicitation or the General Provisions and Terms and Conditions in Exhibit 2. Signature Company Date RFP 6218C ('; i4 C2 ev 4^. 440 A /I Aj A The above exceptions and clarifications (and any additional pages identified) are the ONLY exceptions to the specifications, General Provisions and Terms and Conditions in Exhibit 2, and sample contract to this solicitation. I understand that the City may not accept additional exceptions produced after final submission of this proposal. t /'�j R Company Date No Exceptions are taken to this solicitation or the General Provisions and Terms and Conditions in Exhibit 2. Signature Company Date RFP 6218C DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F EMMM City of Denton RER h0Z E-OW11 A xxxxxxxxxxxxxxxxxxxxxxxxxx SAFETY RECORD QUESTIONNAIRE The City of Denton desires to avail itself of the benefits of Section 252.0435 of the Local Government Code, and consider the safety records of potential contractors prior to award of City contracts. Pursuant to Section 25 2.0435 of the Local Government Code, the City of Denton has adopted the following written definition and criteria for accurately determining the safety record of a respondent prior to awarding City contracts. The definition and criteria for determining the safety record of a respondent for this consideration shall be: The City of Denton shall consider the safety record of the respondent in determining the responsibility thereof, The City may consider any incidence 'involving worker safety or safety of the citizens of the City of Denton, be it related or caused by environmental, mechanical, operational, supervision or any other cause or factor. Specifically, the City may consider, among other things: T� a, COMPlaintS to, or final orders entered by, the Occupational Safety and Health Review Con-unission (OSHRC), against the respondent for violations of OSHA regulations within the past three (3) years. b. Citations (as defined below) from an Environmental Protection Agency (as defined below) for violations within the past five (5) years. Environmental Protection Agencies include, but are not necessarily liirr ted to, the U.S. Army Corps of Engineers (USACOE), the U.S. Fish and Wildlife Service (USFWS), the Environinental Protection Agency (EPA), the Texas Commission on Envii-orunental Quality (TCEQ), the Texas Natural Resource Conservation Commission (TNRCC) (predecessor to the TCEQ), the Texas Department of HMth (TDH), the Texas Parks and Wildlire Departinent (TPWD), the Structural Pest Control Board (SPCB), agencies of local governments responsible for enforcing environinental protection or worker safety related laws or regulations, and similar regulatory agencies of other states of the United States. Citations include notices of violation, notices of enforcement, suspension/revocations of state or federal licenses or registrations, fines assessed, pending criminal complaints, indictments, or convictions, administrative orders, draft orders, dural orders, and judicial (ural Judgments. Convictions of a criminal offense within the past ten (l0) years, which resulted in bodily harm or death. d. Any other safety related matter deemed by the City Council to be material In determining the responsibility of the respondent and his or her ability to perform the services or goods required by the solicitation documents in a safe environment, both for the workers and other employees of respondent and the citizens of the City of Denton. Tn order to obtain proper information from respo-ndents so that City of Denton may consider the safety records of potential contractors prior to a -warding bids on City contracts, City of Denton requires that respondents answer the following three (3) questions and submit them with their subIruissions: RFP 6218C)0M0dXZMx)(%coax RXM)0(96(WXXX DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F EM"IT16 City of Denton RFP FOR CONSTRUCTION Or, MIDDLE ENTRANCE ROAD FOR SOLID WASTE QUEMO N ONE 1 -las the respondent, or the finis, corporation, partnership, or institution represented by the respoildnet, or anyone acting for such firm, corporation, partnership or institution, received citations for violations of OSHA within the past three (3) years? YES---- - -- NO if the respondent has indicated YES for queShOn 11LUriber one above, the respondent nitist provide to City of Denton, with its submission, the following information with respect to each such citation: Date of offense, location of establishment inspected, category of offense, final disposition of offense, if any, and penalty assessed. QUESTION TWO Has the respondent, or the firm, corporation, partnership, or institution represented by the respondent, or anyone acting for such firm, corporation, partnership or institution, received citations for violations of environinental protection laws or regulations, of any kind or type, within the past five yew -s? Citations include notice of violation, notice of enforcernent, suspension/revocations of state or federal licenses, or regis-tr ations, fines assessed, pending criminal, complaints, indictments, or convictions, administrative orders, draft orders, final orders, and judicial final judgments. YES-- ---- NO If the respondent has indicated YES for question number two above, the respondent must provide to City of Denton, with its submission, the following information with respect to each such conviction: Date of offense or occurrence, location where offense occurTed, type of offense, final disposition of offense, if any, and penalty assessed. Has the respondent, or the firm, corporation, partnership, or institution represented by respondent, or anyone acting for such firin., corporation, partnership, or institution, ever been convicted, within the past ten f 0) years, of a criminal offense which resulted in serious bodily injury or death? YES NO If the respondent has indicated YES for question nurnber three above, the respondent must provide to City of Denton, with its submission, the following information with respect to each such conviction: Date of offense, location where offense occurred, type of offense, final disposition of offense, if any, and penalty assessed, DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F EM"IT16 City of Denton RFP FOR CONSTRUCTION OF MIDDLE ENTRANCE ROAD FOR SOLID WASTE -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, REFE RE, NCE ONE GOVERNMENT/COMPANY NAME TxDOT Denton County LOCATION: 2624 W. Prairie Road, Denton TX 76201 CONTACT PERSON AND TITLE. Barry Heard, Area Engineer, TELEPHONE NUNMER: 940-3 8 7-1414 SCOPE OF WORK: Highway Construction CONTRACT PERIOD: Multiple Projects still ongoing REFERENCE TWO GOVERNMENT/COMPAiNY NAME: TxDOT Denton County LOC ATIOM 2624 W. Prairie Road, Denton TX 76201 CONTACT PERSON AND TITLE.- Brandon Sparkman, Assistant Area Engineer. TELEPHONE NUMBER: 940-387-1414 SCOPE OF WORK: Highway Construction CONTRACT PERIOD: Multiple Projects still ongo v9salmo�11151 GOVERNMENT/COMPANY NAME:'rxDo,r Cooke County LOCATION: 2615 W. Hwy 82, Gainesville, TX 76240 CONTACT PERSON AND TITLE: Mike Hallum, Area Engineer TELEPHONE NUMBER: 940-665-507 SCOPE OF WORK, T-Tighway Construction— CONTRACT PERIOD: Multiple Projects still DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F EMMM City of Denton RFP FOR CONSTRUCTION OF MIDDLE ENTRANCE ROAD FOR SOLID WASTE 111111111irlilliq Project#1 Name of Project: Hickory Street Roadway Improvements Project Owner Name, Address and Phone Number: City of Denton Original Contract Amount: $2,497,297.00 Final Contract Amount: 2,750,39 Contract Time Allotted (Calendar Days)` 2 10 Start Date for Project: June 2014 Final Completion Date for Project: June 2015 Number of Days to complete (calendar days): 189 Please detail the project, including size, length, and materials used. Also describe any known contractual issues, successes, or potential problems and solutions encountered. This project was the complete reconstruction of I'lickory Street in downtown Denton, This work included the rehab of all storm drainage, wet utilities, paving, hardscape, etc. MMUMMM DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F EM"fft City of Denton RFP FOR CONSTRUCTION OF V-JUDLE �lg SALMIM-ASTE 11112 RAN �M[ Project #2 Name of Project: Denton County US 380 Project Owner Name, Address and Phone Number: Tx DOT, 2624 W, Prairie Road, Denton TX 76201, 940-387-1444 Original Contract Amount: $27,522,921.11 Final Contract Amount: $27,083,18156 Contract Time Allotted (Calendar Days). 594 Start Date for Project: March 2012 Final Completion Date for Project: August 2016 Number of Days to complete (calendar days): 594 Complete reconstruction of US 380 West coming out ofDenton. This included roadwork, utilities, paving, etc. 229RHM DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F EMMM City of Denton RFP FOR CONSTRUCTION OF MIDDLE ENTRANCE ROAD FOR SOLID WASTE Project H3 Name of Project: Collin County FM 543 Project Owner Name, Address and Phone Number. TxDOT, 2205 South SH 5 McKinney, TX 75069, 972-5,12-234-) Original Contract Amount: $5,641,783.63 Final Contract Amount: $5,887,894.16 Contract Time Allotted (Calendar Days): 252, 25 C.0- Days Granted ,Start Date for Project: 6/21/2011 Final Completion Date for Projea 11/07/12 Number of Days to complete (calendar days) ' 277 Please detail the project, including size, length, and materials used, Also describe any known contractual issues, successes, or potential problems and solutions encountered. This project included flexible pavement repair, asphalt overlay, drainage and concrete structures. RFP 62180 DocuSign Envelope ID: B1A580DO-7B2E-452F-AFC8-CBOD85OD619F P"MIV4 City of Denton RFP FOR CONSTRUCTION OF MIDDLE ENTRANCE ROAD FOR SOLID WASTE . . . . . . . . . . . ------------- CONFLICT OF INTEREST QUE STIRE - FORM CIQ For vendor or cithergerson 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. &,e Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violaviolatesSection 176.006, Local Government Code. An offense under this section is a misdemeanor. Name of vendor who has a business relationship with local governmental entity. 1:1 Check this box if y4nu are filing art update, to it previously filed questionnairc (Die law requires that you file an updated completed questionnaire with the appropriate filling authority not later than the 71 business day after the date oil which you became aware that the originally filed auestiormaire was uIC0111DICte or inaccurate.) Name of local government officer about whom the information in this section is being disclosed Nanie of Officer This section.. (item 3 including subparts & 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 C*vemment Code. Attach additional pages to this Form CICS as necessary. A- Isthe local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? El Yes 0 No 13. Is the vendor receiving err likely to receive taxable income, other than investment ulconie, from or art the direction of die local government officer named in this section AND the Mxable income is not received thorn the local governmental entity? = Yes = No C. Is the filer of this q Liest ionhia ire ej n p I ov ed by a corporation or other b us ij less earthy with respect to which the local goverhm lei it of cer serves is all offlecr or director, or holds in oi%norship or one perccn( or more? = yes = No D. Describe each employment or business and family relationship with the local government officer named in this section. I have no Conflict of Interest to disclose. doing b&iness with the joveramental entity 7 `7 Date UP 6218C )(JXXX)0X(X)(XjX ? EXHIBIT 4 Certificate Of Completion Envelope Id: BlA580D07B2E452FAFC8CBOD850D619F Subject: City Council Docusign Item - 6218 Construction of Middle Entrance Road for Solid Waste Source Envelope: Document Pages: 95 Signatures: 1 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 2/24/2017 11:55:32 AM 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: Billy Cheek billy.cheek@jagoepublic.com Executive Vice President Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 2/24/2017 1:27:40 PM ID:2879d508-a792-437f-8ae8-4f04b5cd02ca 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 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Todd Hileman todd.hileman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Holder: Rebecca Hunter rebecca.hunter@cityofdenton.com Signature Using IP Address: 129.120.6.150 0fYCleS3i11Y12d Fty tDAU.( .. Using IP Address: 75.139.243.122 Status: Sent Envelope Originator: Rebecca Hunter rebecca.hunter@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 2/24/2017 12:22:51 PM Viewed: 2/24/2017 12:23:02 PM Signed: 2/24/2017 12:24:42 PM Sent: 2/24/2017 12:24:44 PM Viewed: 2/24/2017 1:27:40 PM Signed: 2/24/2017 1:33:42 PM 6Yaifif�af�Zlf��iy�Li1K�C3CiI��LI S e C U R t D Signer Events 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 ❑erson Signer Events Editor ❑eliver❑ Events ❑gent ❑eliver❑ Events Crhtermediar❑ ❑eliver❑ Events Certified ❑eliver❑ Events Caron Cop[] Events Jason Roberts jroberts@jagoepublic.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: 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) EXHIBIT 4 Signature �I f �I f Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 2/24/2017 12:24:43 PM Sent: 2/24/2017 1:33:45 PM Sent: 2/24/2017 1:33:46 PM Viewed: 2/24/2017 1:40:50 PM EXHIBIT 4 Caron Cop[] Events Status Timestamp Electronic Record and Signature Disclosure: Accepted: 10/9/2015 11:39:51 AM ID:04463961-03db-4c4d-9228-d660d6146ed6 Jennifer Bridges jennifer.bridges@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: David Dugger 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-411 f-8489-750450aba331 Scott Lebsack scott.lebsack@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 2/24/2017 1:33:47 PM ❑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: Billy Cheek, Todd Hileman, Robin Fox, David DuggerXHIBIT 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. 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McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-294, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Engineering Services CM/ ACM: Jon Fortune Date: March 7, 2017 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home rule municipal corporation ("City"), approving the exchange of a 4.936 acre tract owned by the City located in the David Hough Survey, Abstract, No. 646, Denton, Denton County, Texas ("City Property"), to Kevin Nelms and Richard Greb and wife, Nancy Greb ("Nelms-Greb), for a 3.457 acre tract owned by Nelms-Greb, also located in the David Hough Survey (Nelms-Greb Property), both tracts having comparable values of $537,530 (City Property) and $527,054 (Nelms-Greb Property); authorizing the City Manager in accordance with Texas Local Government Code § 272.001(b)(3) to execute a real estate exchange agreement with Nelms-Greb together with any other documents necessary to exchange the City Property for Nelms-Greb Property; and, providing an effective date. [Mayhill Road Widening - Nelms/Greb Parcel M137_M138 disposition] BACKGROUND On March 27, 2014, the City closed a settlement transaction with Kevin Nelms, Richard Greb and wife, Nancy Greb regarding several fee tracts and easements necessary for the Mayhill Road Widening and Improvements project. After that date, it was determined that the planned design alignment of Mayhill Road was to be reworked to follow along the existing road corridor, to utilize the established Denton County Transportation Authority (DCTA) railroad grade crossing rather than construct a bridge over the DCTA railroad operations (being accommodated in the corridor owned by Dallas Rapid Transit Authority.) The expense of construction of a bridge would have been prohibitive in respect to the level of funding available to build the overall road project. As a result of that change in the planned road alignment, a portion of the land purchased from Nelms- Greb is no longer needed for the project, and now leaves the landowner with an ill configured remainder tract in respect to Mayhill Road frontage. At the time the policy decision was made to rework the road alignment in February, 2016, staff reached out to Nelms-Greb, to let them know of the City's intent in that regard. The remainder of the landowner's property tract was being actively marketed for sale and the alignment shift of the road to the east would be significant to any future sale of their property. An exchange of property tracts is an equitable remedy to mitigate the consequences to the Nelms-Greb property regarding the road alignment change. The City will use the contemplated 3.457 acre acquisition tract for contractor staging and material storage for the duration of the construction of the road project. Post project, the 3.457 acre tract can either be a candidate for a future municipal use or sold as excess property, having a marketable shape. OPTIONS City of Denton Page 1 of 2 Printed on 3/3/2017 povveied by I_egivt9i IN File M ID 17-294, Version: 1 1. Approve the proposed Ordinance. 2. Not approve the proposed Ordinance. 3. Table for future consideration. RECOMMENDATION Staff recommends approval of the ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) City Council 12-06-2016: Executive session briefing City Council 02-16-2016: Executive session briefing FISCAL INFORMATION The exchange tracts are comparable in value, based on the findings of an independent appraisal report commissioned on behalf of the City. 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: 2.1 Optimize resources to improve quality of City Roadways EXHIBITS 1. Location map 2. Site map 3. Ordinance Respectfully submitted: John Davis Director of Engineering Services Prepared by: Amy B. Parish Senior Real Estate Analyst City of Denton Page 2 of 2 Printed on 3/3/2017 povveied by I_egist9i I;, LOCATION MAP Nelms - Greb Property Exchange Exhibit 1 to the AIS 2,500 1,250 0 2,500 5,000 7,500 Feet "NELMS-GREB PROPERTY" "CITY PROPERTY" `� - o so' 100' zoo' SCALE IN FEET EXHIBIT 113" - ATTACHMENT TO AIS ORDINANCE NO. 2017 - AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME RULE MUNICIPAL CORPORATION ("CITY"), APPROVING THE EXCHANGE OF A 4.936 ACRE TRACT OWNED BY THE CITY LOCATED IN THE DAVID HOUGH SURVEY, ABSTRACT NO. 646, DENTON, DENTON COUNTY, TEXAS ("CITY PROPERTY"), TO KEVIN NELMS AND RICHARD GREB AND WIFE, NANCY GREG ("NELMS-GREB"), FOR A 3.457 ACRE TRACT, ALSO LOCATED IN THE DAVID HOUGH SURVEY (NELMS-GREB PROPERTY), BOTH TRACTS HAVING COMPARABLE VALUES OF $537,530.00 (CITY PROPERTY) AND $527,054.00 (NELMS-GREB PROPERTY); AUTHORIZING THE CITY MANAGER IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE 272. 001 (13)(3) TO EXECUTE A REAL ESTATE EXCHANGE AGREEMENT WITH NELMS- GREB, TOGETHER WITH ANY OTHER DOCUMENTS NECESSARY TO EXCHANGE THE CITY PROPERTY FOR NELMS-GREB PROPERTY; AND, PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton has acquired numerous property interests on Mayhill Road between US Highway 380 and Colorado Boulevard for the Mayhill Road Widening and Improvements project (the "Project"); and WHEREAS, in March of 2014 the City purchased a 7.628 acre tract and a 1.05 acre tract from Nelms-Greb, generally situated in the 2100 Block of South Mayhill Road, in the David Hough Survey, Abstract No. 646, Denton, Denton County, Texas for the Project; and WHEREAS, a redesign of the Project has now made a 4.936 acre portion of the combined 7.628 acre and 1.05 acre original tracts to become excess right-of-way (the "City Property"); and WHEREAS, the City no longer needs the City Property for its original intended purpose; Mors. WHEREAS, the City needs additional property on the west side of South Mayhill Road, north of the City Property, being a 3.457 acre tract owned by Nelms-Greb (the "Nelms-Greb Property") for public use regarding road contactor staging and storage purposes for the Project; and WHEREAS, the City and Nelms-Greb are amenable to an exchange of their respective property tracts; and WHEREAS, the respective property tracts are of comparable value; and WHEREAS, Texas Local Government Code § 272.001(b)(3) allows the exchange of land that was originally acquired for streets, right-of-way, or easements for other land to be used for streets or other public purposes without the notice provisions of §272.001(a); NOW, THEREFORE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. Pursuant to Texas Local Government Code § 272.001(b)(3), the City Manager, or his designee, is authorized to (i) execute on behalf of the City the Real Estate Exchange Agreement (the "Agreement"), between the City and Nelms-Greb, in the form attached as Exhibit "A", and any other documents required by the title company to close the transaction; and, (ii) make expenditures in accordance with the terms of the Agreement. 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 , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY 1.2 APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY By: . EXHIBIT "A" - Attachment to the ordinance REAL ESTATE EXCHANGE AGREEMENT THIS AGREEMENT is made by and between Kevin Nelms and Richard Greb and wife, Nancy Greb (hereinafter collectively referred to as "Nelms-Greb") and the City of Denton, a home rule municipal corporation located in Denton County, Texas, (hereinafter referred to as "City"), upon the terms and conditions set forth herein. Whereas, Nelms-Greb are the owners of that certain tract or parcel of land in the City of Denton, Texas which is more particularly described in Exhibit "A" attached hereto and made a part hereof by reference (the "Nelms-Greb Tract") which is needed for municipal street construction contractor staging area purposes; and Whereas, the City is the owner of that certain tract or parcel of land in the City of Denton, Texas which is more particularly described in Exhibit "B" attached hereto and made a part hereof by reference (the "City Tract") which was originally acquired by the City for street right-of-way purposes; and Whereas, the Parties desire to exchange the City Tract for the Nelms-Greb Tract upon the terms and conditions contained in this agreement; and Whereas, in compliance with Chapter 272 of the Texas Local Government Code, based on an appraisal obtained by the City, the fair market value of the Nelms-Greb Tract is equal to the fair market value of the City Tract; Now, therefore, for good and valuable consideration, including the covenants contained herein, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: A. EXCHANGE OF TRACTS. 1. At Closing, and subject to the terms and conditions contained herein, Nelms-Greb shall convey to the City the Nelms-Greb Tract with all rights and appurtenances pertaining to the Nelms-Greb Tract, including any right, title, and interest of Nelms-Greb in and to adjacent streets, alleys, or rights-of-way, and together with any improvements fixtures, and personal property situated on and attached to the Nelms-Greb Tract (hereinafter called the "Nelms-Greb Property"). The Nelms-Greb Property shall be conveyed by a "Special Warranty Deed" in substantially the same form as the Special Warranty Deed attached hereto and made a part hereof as Exhibit "C" (the "Nelms-Greb Deed"). Nelms-Greb's sole consideration for the conveyance of the Nelms-Greb Property to the City is the City's conveying of the City Tract to Nelms-Greb. 2. At Closing, and subject to the terms and conditions contained herein, the City shall convey all of its right, title and interest to Nelms-Greb in the City Tract with all rights and appurtenances pertaining to the City Tract, together with any improvements fixtures, and personal property situated on and attached to the City Tract (hereinafter called the "City Property"). The City Property shall be granted by a "Special Warranty Deed" in substantially the same form as the City Deed attached hereto and made a part hereof as Exhibit "D" (the "City Deed"). The City's sole consideration for the conveyance of the City Property to Nelms-Greb is the conveyance of the Nelms-Greb Property to the City. B. CONDITIONS PRECEDENT TO CLOSING 1. On or before fifteen days after the Effective Date of this agreement, Nelms-Greb at their expense shall obtain a current commitment for title insurance hereinafter called the ("Nelms- Greb Title Commitment") for the Nelms-Greb Property for the issuance of an Owner's Policy of Title Insurance from the Title Company, together with legible copies of all documents constituting exceptions to title as reflected in the Nelms-Greb Title Commitment. 2. City shall have a period of ten days following the receipt of the Nelms-Greb Title Commitment, and legible copies of title exception documents to review such items and to deliver to Nelms-Greb in writing such objections as the City may have to anything set forth in the Nelms-Greb Title Commitment. Any items to which the City does not object within the ten day period shall be deemed to be "Pennitted Exceptions." In the event the City timely objects to any matter in the Nelms-Greb Title Commitment, Nelms-Greb shall have the right, but not the obligation, for a period of thirty days to cure any such matters objected to by the City, to the City's satisfaction. Should Nelms-Greb fail to cure such matters to the satisfaction of the City, the City in its sole discretion, by a written notice to Nelms-Greb within fifteen days following the expiration of the thirty day period either (a) terminate this agreement and the parties hereto shall have no further obligation one to the other, or (b) City may waive any such defects and consummate this agreement with such uncured objections being deemed additional Permitted Exceptions. 3. On or before fifteen days after the Effective Date of this agreement, the City at its expense shall obtain a current commitment for title insurance hereinafter called the ("City Title Commitment") for the City Property for the issuance of an Owner's Policy of Title Insurance from the Title Company, together with legible copies of all documents constituting exceptions to title as reflected in the City Title Commitment. 4. Nelms-Greb shall have a period of ten days following the receipt of the City Title Commitment, and legible copies of title exception documents to review such items and to deliver to City in writing such objections as Nelms-Greb may have to anything set forth in the City Title Commitment. Any items to which Nelms-Greb does not object within the ten day period shall be deemed to be "Permitted Exceptions." In the event Nelms-Greb timely objects to any matter in the City Title Commitment, the City shall have the right, but not the obligation, for a period of thirty days to cure any such matters objected to by Nelms-Greb, to Nelms-Greb's satisfaction. Should the City fail to cure such matters to the satisfaction of Nelms-Greb, Nelms-Greb in its sole discretion, by a written notice to the City within fifteen days following the expiration of the thirty day period either (a) terminate this agreement and the parties hereto shall have no further obligation one to the other, or (b) Nelms-Greb may waive any such defects and consummate this agreement with such uncured objections being deemed additional Permitted Exceptions. 5. Should either Party choose to obtain a title insurance policy for the exchange tracts contemplated herein, it shall do so at its own expense. C. CLOSING 1. The closing shall be held at the office of Title Resources, 525 S. Loop 288, Suite 125, Denton, Texas 76205 on or before April 7th, 2017, or within ten days after the title cure period provided above, whichever occurs first, or at such time, date, and place as the Nelms-Greb and City may mutually agree upon (which is herein referred to as the "Closing"). 2. At Closing, Nelms-Greb shall deliver the Nelms-Greb Deed to the City and the City shall deliver the City Deed to Nelms-Greb. Nelms-Greb and the City agree to pay closing costs as outlined below: a. Nelms-Greb and the City will bear the cost of their respective expenses other than those outlined herein and directly incurred by each, including their own attorney's fees, if any. b. The Escrow Fees, Document Preparation Fees, and other typical related fees charged by the Title Company to complete this transaction will paid by the City of Denton. c. Ad valorem taxes relating to the Nelms-Greb Property for the calendar year in which the Closing shall occur shall be prorated and submitted by Nelms-Greb to the Denton County Tax Assessor as of the Closing Date. Ad valorem tax for the calendar year in which the Closing shall occur shall be tendered under Texas Property Tax Code Section 26.11. If the actual amount of taxes for the calendar year in which the Closing shall occur is not known as of the Closing Date, the proration at Closing shall be based on the amount of taxes due and payable with respect to the Property for the preceding calendar year. Nelms-Greb shall pay for those taxes attributable to the period of time prior to the Closing Date (including, but not limited to, subsequent assessments for prior years due to change of land usage or ownership occurring prior to the date of Closing) and the City shall pay for those taxes attributable to the period of time commencing with the Closing Date. D. REAL ESTATE COMMISSION Nelms-Greb and the City represent and warrant to each other that neither has retained a broker for this transaction and that there are no broker or real estate fees due as a result of the consummation of this contract. E. BREACH a. Nelms-Greb Defaults. Nelms-Greb is in default under this Contract on the occurrence of any one or more of the following events: (i) Any of Nelms-Greb's warranties or representations contained in this Contract are untrue on the Closing Date; or (ii) Nelms-Greb fails to meet, comply with, or perform any covenant, agreement, condition precedent or obligation on Nelms-Greb's part required within the time limits and in the manner required in this Contract; or (iii) Nelms-Greb fails to deliver at Closing the items specified above for any reason other than a default of the City or termination of this Contract by the City pursuant to the terms hereof prior to Closing. b. City's Remedies. If Nelms-Greb is in default under this Contract, the City as City's remedies for the default, may, at City's sole option, do any of the following: (i) Terminate this Contract by written notice delivered to Nelms-Greb in which the parties hereto shall have no further obligation one to the other; or (ii) Enforce specific performance of this Contract against Nelms-Greb, requiring Nelms-Greb to convey the Nelms-Greb Property to the City subject to no liens, encumbrances, exceptions, or conditions other than those shown on the Nelms- Greb Title Commitment, whereupon the City shall waive title objections, if any, and accept such title without reduction in purchase value on account of title defects and shall be entitled to assert any rights for damages based on Nelms- Greb's representations, warranties, and obligations that are not waived by the City by its acceptance of Nelms-Greb's title. C. City's Default. The City is in default under this Contract on the occurrence of any one or more of the following events: (i) Any of the City's warranties or representations contained in this Contract are untrue on the Closing Date; or (ii) the City fails to meet, comply with, or perform any covenant, agreement, condition precedent or obligation on the City's part required within the time limits and in the manner required in this Contract; or (iii) the City fails to deliver at Closing the items specified above for any reason other than a default of Nelms-Greb or termination of this Contract by Nelms-Greb pursuant to the terms hereof prior to Closing. d. Nelms-Greb's Remedy. If the City is in default under this Contract, Nelms-Greb as Nelms-Greb's remedies for the default, may, at Nelms-Greb's sole option, do any of the following: (i) Terminate this Contract by written notice delivered to the City in which the parties hereto shall have no further obligation one to the other; or (ii) Enforce specific performance of this Contract against the City, requiring the City to convey the City Property to Nelms-Greb subject to no liens, encumbrances, exceptions, or conditions other than those shown on the City Title Commitment, whereupon Nelms-Greb shall waive title objections, if any, and accept such title without reduction in purchase value on account of title defects and shall be entitled to assert any rights for damages based on the City's representations, 4 warranties, and obligations that are not waived by the City by its acceptance of the City's title. F. MISCELLANEOUS a. Assignment of Agreement. This agreement may not be assigned without the written consent of the other party. b. Survival of Covenants. Any of the representations, warranties, covenants, and agreements of the parties, as well as any rights and benefits of the parties, pertaining to a period of time following the closing of the transactions contemplated hereby shall survive the closing and shall not be merged therein. c. Sole Agreement. This agreement constitutes the sole and only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties respecting the within subject matter. d. Notice. Any notice required or permitted to be delivered hereunder shall be deemed received when sent by United States mail, postage prepaid, certified mail, return receipt requested, addressed to Nelms-Greb or City, as the case may be, at the address set forth below or when sent via fax to the fax number set forth below. To Nelms-Greb: Richard Greb & Nancy Greb 801 Cresthill Lane Davey, Nebraska 68336 To City: Paul Williamson, Real Estate Manager City of Denton 901-A Texas Street Denton, Texas 76209 Fax No. 940.349.8951 Kevin Nelms 2100 S. Mayhill Road Denton, Texas 76208 Trey Lansford, Deputy City Attorney City of Denton 215 E. McKinney Denton, Texas 76201 Fax No. 940.382.7923 e. Texas Law to Apply. This Agreement is being executed and delivered and is intended to be performed in the State of Texas. The laws of Texas governing the validity, construction, enforcement, and interpretation of this Contract shall apply. THIS CONTRACT IS PERFORMABLE IN, AND THE EXCLUSIVE VENUE FOR ANY ACTION BROUGHT WITH RESPECT HERETO SHALL LIE IN, DENTON COUNTY, TEXAS. f. Parties Bound. This agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns where permitted by this agreement. g. Legal Construction. In case any one or more of the provisions contained in this agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, said invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been contained herein. h. Time of Essence. Time is of the essence in this agreement. i. Gender. Words of any gender used in this agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. j. Compliance. In accordance with the requirements of the Texas Real Estate License Act, each party advises the other that it should obtain a policy of title insurance or have the abstract covering the property examined by an attorney of its own selection. k. Effective Date. The term "Effective Date" means the latter of the dates on which this agreement is signed by either Nelms-Greb or the City, as indicated by their signature below. If the last party to execute this agreement fails to complete the date of execution below that party's signature, the date the Title Company acknowledges receipt of a copy of this fully executed contract is the Effective Date. 1. Contract as Offer. The execution of this Contract by Nelms-Greb constitutes an offer to exchange the Properties contemplated above. Unless within sixty (60) days after the date of execution of this Agreement by Nelms-Greb, this Agreement is accepted by the City by signing the offer and delivering a fully executed copy to Nelms-Greb, the offer of this Agreement will be deemed automatically withdrawn. IN WIESS WHEREOF, the parties have executed this agreement as follows: Date: © Z, R/ Kevin Nelms Date: 0212, C d1Z Richard Greb Date: Nancy Grell i r. CITY OF DENTON, TEXAS BY: Date: Todd Hileman, City Manager ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY TITLE COMPANY ACCEPTANCE AND ACKNOWLEDGEMENT By its execution below, the Title Company acknowledges receipt of the fully executed Agreement on _ day of , 2017. 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: Name: Title Resources Address: 525 S. Loop 288, Suite 125 Denton, Texas 76205 Telephone: 940-381-1006 By: Printed Name: Title: VA EXHIBIT "A" ATTACHMENT TO THE EXCHANGE AGREEMENT (Nelms-Greb Tract) rthur Surveying Co. Inc. Y g �so.��sszonaY �azzd Sazz-rrayoxs P.O. Box 54 -- Lewisville_ TCNaS 75067 Office: (972) 221-9439 -- Pax: (972) 221-4675 EXHIBIT "A" 3.457 Acres City of Denton, Denton County, Texas BEING all that certain lot, tract or parcel of land situated in the David Hough Survey, Abstract Number 646, City of Denton, Denton County, Texas, and being part of Tract lI as described by deed to Kevin Nelms, Recorded in Volume 3432, Page 911, Deed Records, Denton County, Texas (D.R.D.C.T.), and being more particularly described as follows: BEGINNING at a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" (ASC) set for corner being in the north line of said Nelms tract and being the northwest corner of a tract of land described by deed to the City of Denton, recorded under Instrument Number 2014-26435, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), same point being in the south line of a tract of land described by deed to Mason A. Haggard and wife, Wilma Haggard, recorded in Volume 337, Page 430, D.R.D.C.T.; THENCE South 02 degrees 52 minutes 33 seconds West, with the west line of said City of Denton tract, a distance of 324.81 feet to a 1/2 inch iron rod with yellow cap stamped "ASC' set for comer being an ell comer of said City of Denton tract; THENCE South 87 degrees 51 minutes 47 seconds West, with the north line of a Tract 1, described by deed to Kevin Nelms, recorded in Volume 3432, Page 911, D.R.D.C.T., a distance of 455.41 feet to a 1/2 inch iron rod with yellow cap stamped "ASC' set for corner being in the south line of said Haggard tract and the north line of said Nelms Tract 1; THENCE North 01 degrees 32 minutes 41 seconds East, a distance of 333.01 feet to a 1/2 inch iron rod with yellow cap stamped "ASC' set for comer being the northwest comer of said Nelms Tract 11; THENCE North 88 degrees 56 minutes 53 seconds East, a distance of 462.49 feet to the POINT OF BEGINNING and containing 3.457 acres of land, more or less. C1107131-70- Nelms2 I3 I EXHIBIT "B" ATTACHMENT TO THE EXCHANGE AGREEMENT (City Tract) p rthur Surveying Co., Inc. �xcr�esszor� d .�.ar3c� Sxxa-�eyors P.O. Dox 54 -- Lewisville, Texas 75067 Off -tee: (972) 221-9439 -- Fax! (972) 221-4675 4.936 Acres City of Denton, Denton County, Texas BEING all that certain lot, tract or parcel of land situated in the David Hough Survey, Abstract Number 646, City of Denton, Denton County, Texas, and being part of that certain tract of land described by deed to the City of Denton, recorded under Instrument Number 2014-26435, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), and being part of that certain tract of land known as the Eastern Remainder Tract in deed to the City of Denton, recorded under Instrument Number 2014-26436, O.P.R.D.C.T., and being more particularly described as follows: COMMENCING at a "PK" nail set hi Mayhill Road for the most easterly southeast corner of said City of Denton tract (2014-26435) and the northeast corner of a right-of-way dedication as shown on Providence Place 11, an addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet X, Page 905, Plat Records, Denton County, Texas; THENCE South 88 degrees 01 minutes 21 seconds West, with the south line of said City of Denton tract (2014- 26435) and the north line of said right-of-way dedication, a distance of 28.98 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" (ASC) set for the beginning of a non -tangent curve to the left, having a radius of 355.00 feet; THENCE with said curve to the left, through a central angle of 27 degrees 05 minutes 13 seconds, whose chord bears North 16 degrees 37 minutes 15 seconds West at 166.27 feet, having an arc length of 167.83 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for the POINT OF BEGINNING; THENCE continuing with said curve to the left, through a central angle of 17 degrees 15 minutes 16 seconds, whose chord bears North 38 degrees 47 minutes 29 seconds West at 106.50 feet, having an arc length of 106.91 feet to a point for corner; THENCE North 57 degrees 27 minutes 27 seconds West, a distance of 197.21 feet to a point for corner; THENCE South 37 degrees 43 minutes 36 seconds West, a distance of 307.97 feet to the beginning of a curve to the left, having a radius of 905.00 feet; THENCE with said curve to the left, through a central angle of 09 degrees 21 minutes 40 seconds, whose chord bears South 33 degrees 02 minutes 46 seconds West at 147.70 feet, having an arc length of 147.86 feet to a southerly corner of said City of Denton Tract (2014-26435) being in the north line of said Providence Place II; THENCE South 88 degrees 01 minutes 21 seconds West, with the north line of said Providence Place II, a distance of 286.96 feet to a point for comer; THENCE North 01 degrees 58 minutes 58 seconds West, a distance of 8.87 feet to the beginning of a non -tangent curve to the left, having a radius of 125.00 feet; (continued) 01107131-70 helms REV EXHIBIT "B" ATTACHMENT TO THE EXCHANGE AGREEMENT (City Tract) rthur Surveying Co., Inc. .�c�f�ssioza�,� sz...a�ac3' S:sz-rrc�roxs P.O. Box 54 — Lewisville, Texas 75067 Office: (972) 221-9439 --- Fax: (972) 221-4675 THENCE with said curve to the left, through a central angle of 43 degrees 33 minutes 22 seconds, whose chord bears North 66 degrees 14 minutes 21 seconds East at 92.75 feet, having an are length of 95.02 feet to the beginning of a non -tangent curve to the right, having a radius of 1106.00 feet; THENCE with said curve to the right, through a central angle of 13 degrees 34 minutes 20 seconds, whose chord bears North 30 degrees 56 minutes 26 seconds East at 261.38 feet, having an are length of 261.99 feet to a point for corner; THENCE North 37 degrees 43 minutes 36 seconds East, a distance of 160.39 feet to the beginning of a non -tangent curve to the left, having- a radius of 109.42 feet; THENCE with said curve to the left, through a central angle of 38 degrees 56 minutes 51 seconds, whose chord bears North 18 degrees 15 minutes 10 seconds East at 72.96 feet, having an arc length of 74.38 feet to the beginning of a curve to the right, having a radius of 129.21 feet; THENCE with said curve to the right, through a central angle of 38 degrees 33 minutes 48 seconds, whose chord bears North 18 degrees 26 minutes 43 seconds East at 85.33 feet, having an arc length of 86.97 feet to the beginning of a curve to the left, having a radius of 10.00 feet; THENCE with said curve to the left, through a central angle of 90 degrees 05 min tes 58 seconds, whose chord bears North 07 degrees 19 minutes 26 seconds West at 14.15 feet, having an arc length of 15.73 feet to point for comer; THENCE North 52 degrees 22 minutes 26 seconds West, a distance of 20.00 feet to a point for comer; THENCE North 37 degrees 37 minutes 34 seconds East, a distance of 70.00 feet to a point for corner; THENCE South 52 degrees 22 minutes 26 seconds East, a distance of 20.00 feet to a the begumbig of a curve to the left, having a radius of 10.00 feet; THENCE with said curve to the left, drougln a central angle of 89 degrees 53 minutes 58 seconds, whose chord bears North 82 degrees 40 minutes 35 seconds East at 14.13 feet, having an are length of 15.69 feet to a point for comer; THENCE North 37 degrees 43 minutes 36 seconds East, a distance of 20.00 feet to a point for corner; THENCE South 52 degrees 16 minutes 24 seconds East, a distance of 77.91 feet to (lie beginning of a non -tangent curve to the left, having a radius of 920.00 feet; THENCE with said curve to the left, through a central angle of 32 degrees 32 minutes 30 seconds, whose chord bears North 19 degrees 08 minutes 48 seconds East at 515.53 feet, having an arc length of 522.52 feet to a point for comer: THENCE South 02 degrees 52 minutes 33 seconds West, a distance of 214.72 feet to a 1!2 inch iron rod with yellow cap stamped "ASC" set for the beginning of a curve to the left, having a radius of 800.00 feet; (continued) C1107131-70 Nelms REV EXHIBIT "B" ATTACHMENT TO THE EXCHANGE AGREEMENT (City Tract) rthur Surveying Co., Inc. �c���ssicrra�.s? .t.�rscP .Sux-�eyc�xs P.O. Bos 54 — Lewisville, Texas 75067 Oftice: (972) 221-9439 -- Fax: (972) 221-4675 THENCE with said curve to the left, through a central angle of 18 degrees 08 minutes 35 seconds, whose chord bears South 06 degrees 11 minutes 44 seconds East at 252.27 feet, having an arc length of 253.33 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for corner; THENCE South 15 degrees 16 minutes 02 seconds Gast, a distance of 411.47 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for comer; THENCE South 02 degrees 12 minutes 08 seconds West, a distance of 23.57 feet to the POINT OF {BEGINNING and containing 4.936 acres of land, more or less. F ,� �GIST�i�I •;�� � � ,..........................:. �. D0UGL�8 L. '9 h:il9 � ................................ . 09 357 � C1107131-70 Nelms REV EXHIBIT "C" ATTACHMENT TO THE EXCHANGE AGREEEMENT SPECIAL WARRANTY DEED STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON § THAT Kevin Nelms and Richard Greb and wife, Nancy Greb, hereinafter called "Grantors," for and in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration to Grantors in hand paid by the CITY OF DENTON, TEXAS, a Texas home rule municipal corporation, hereinafter called "Grantee," whose mailing address is 215 E. McKinney Street, Denton, Texas 76201, the receipt and sufficiency of which are hereby acknowledged and confessed, and for which no lien is retained, express or implied, do hereby GRANT, BARGAIN, SELL and CONVEY unto the Grantee all of that certain tract or parcel of land containing approximately 3.457 acres of land, situated in the City of Denton, Denton County, Texas, as more particularly described in Exhibit "A" and as illustrated in Exhibit "B", both of which are attached hereto and made a part hereof for all purposes, together with all improvements situated thereon and all singularly the rights and appurtenances thereto and any and all right, title and interest of Grantors in and to any adjacent streets, alleys or rights-of-way, less and except and expressly excludiniz, the mineral estate pertaining thereto (including all oil, gas, hydrocarbon substances and other minerals, and all rights privileges and appurtenances, pertaining to the mineral estate, and all proceeds and royalties payable from production thereof), which mineral estate was previously severed pursuant to a prior recorded instrument or instruments, hereinafter collectively called the "Property." Grantor, their devisees, heirs, successors, and assigns shall not have the right to use or access the surface of the Property, in any way, manner, or form, in connection with or related to the reserved mineral estate and/or related to exploration u1d/or production of the oil, gas, and other minerals reserved herein, including without limitation, use or access of the surface of the Property for the location of any wells or drill sites, well bores, whether vertical or horizontal, water wells, pit areas, seismic activities, tanks or tank batteries, pipelines, roads, electricity or other utility infrastructure, E and/or for subjacent or lateral support for any surface facilities or well bores, or any other infrastructure or improvement of any kind or type in connection with or related to the reserved mineral estate or the exploration or production of same. Nothing herein shall be construed to prohibit the production and/or pooling of the reserved mineral estate with other lands, so long as all surface operations are located entirely on lands other than the Property. TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in anywise belonging unto said Grantee, its successors and assigns, forever. Grantors do hereby bind Grantors and Grantor's heirs, successors, executors and assigns, to warrant and forever defend, all and singular the Property unto the Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through, or under Grantors, but not otherwise. SIGNED this Z �hday of f e 2017. Kevin Nelms Richard Gre t L , _--T Nanc Greb 10 ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF DENTON § This instrument was acknowledged before me this +h day of 2017, by Kevin Nelms. I _Yl c{ STATE OF +1N*S- Bianco cti COUNTY OFA Notary Public, State of � I xr,_ Print Name: t�r� KV C_ ' (-k My commission expires-3\� J air C ACKNOWLEDGMENT a� This instrument was acknowledged before me this day of Pbrue -, rr �i by Richard Greb. r 1, SANO`c'I. etSPRY P(je •'ps j i z =_ Not Public tate of �r Y zc:•r�c; q n 0 - � -IR •' • 1•If n0: � O l.1 Print Name: ' r PQM" My commission expires -aC.. ACKNOWLEDGMENT 11rfz6lnc� STATE OF TEMA COUNTY OF [ This instrument was acknowledged before me this day of 1_),['� , 2017, by Nancy Greb. Notar\/Public tate of fIr i-zewrC'i Print Name: ' d t- My commission expi s�9y -34 EXHIBIT "A" TO SPECIAL WARRANTY DEED J rthur Surveying Co., Inc. �so.�essiorsai' �,axsd Sz.pz-er�yc�z's P.O. BolN 54 — Lewisville. Texas 75067 Office: (972) 221-9439 -- Pax: (972) 231-4673 EXHIBIT "A" 3.457 Acres City of Denton, Denton County, Texas BEING all that certain lot, tract or parcel of land situated in the David Hough Survey, Abstract Number 646, City of Denton, Denton County, Texas, and being part of Tract II as described by deed to Kevin Nelms, Recorded in Volume 3432, Page 911, Deed Records, Denton County, Texas (D.R.D.C.T.), and being more particularly described as follows: BEGINNING at a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" (ASC) set for corner being in the north line of said Nelms tract and being the northwest corner of a tract of land described by deed to the City of Denton, recorded under Instrument Number 2014-26435, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), same point being in the south line of a tract of land described by deed to Mason A. Haggard and wife, Wilma Haggard, recorded in Volume 337, Page 430, D.R.D.C.T.; THENCE South 02 degrees 52 minutes 33 seconds West, with the west tine of said City of Denton tract, a distance of 324.81 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for corner being an ell corner of said City of Denton tract; THENCE South 87 degrees 51 minutes 47 seconds West, with the north line of a Tract I, described by deed to Kevin Nelms, recorded in Volume 3432, Page 911. D.R.D.C.T., a distance of 455.41 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for corner being in the south line of said Haggard tract and the north line of said Nelms Tract I. THENCE North 01 degrees 32 minutes 41 seconds East, a distance of 333.01 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for corner being the northwest corner of said Nelms Tract Il; THENCE North 88 degrees 56 minutes 53 seconds East, a distance of 462.49 feet to the POINT OF BEGINNING and containing 3.457 acres of land, more or less. 01107131-70- NeImS2 EXHIBIT "B" TO SPECIAL WARRANTY DEED I.R.F. (C.M.) 200 0 100 200 SCALE: I" = 200' Bearings shown hereon based on the City of Denton GIS Network. 3`1 _ _ Kevin Nelms N88°56'S3'B 462.49' 221.68 "PK" No!) "s'�....��.. S.I.R. Set NOTES: Tract II Vol. 3433, Pg. 911 S.I.R. - • I.R.F. = 112" Iron Rod Found - (wmaiader) a `y: � • LR.S. = 1/2" Iron Rod Set with yellow cap stamped "Arthur Richard A. Greh & °' 1 I Surveying Company" Nancy A. Greb 3.457 Acres { ^ . All improvements not shown hereon. I istr. No. 2006.100770 W (150,604 sq. ft.) Tract II O I { S87'51'52"W z S.1.R. 1143.06' S.1. R. ,v a,..•.�... { 7051, 7nW 455.41' I 5/8" I.R.F. (C.M.) \ o? Kevin Nelms \ I c l { Vol. 3432, Pg. 911 Tract I \ trcmaind K) \ / 15' Gas Easement \1 �lnstr. No. 2006-34815 Richard A. Greb & \ ` 1 Nancy A. Greb / Instr. No. 2006-100770 Tract I + AY7'� jremaindcr) �1 � 60' Brazos Electric Power Easement Volume 1636, Page 436 -' l 1 E-z%--7tT,---TLIBIT "B" 3.457 Acres David Hough Survey, Abstract Number 646 City of Denton Denton County, Texas --2016-- �fthur SUTVCY� Co. Professional Land Surveyors 220 Elm St., # 200 - Lewisville. TX 75057 Ph. 972.221.9439 - TFRN# 10063800 arthursurveying.eom Established 1986 .Mason A. Haggard & wife, Wilma Haggard, J Vol. 337, Pg. 4301 (rcmaind nj :o I Point of I w j a Beginning N88'S6'53"E 200 0 100 200 SCALE: I" = 200' Bearings shown hereon based on the City of Denton GIS Network. 3`1 _ _ Kevin Nelms N88°56'S3'B 462.49' 221.68 "PK" No!) "s'�....��.. S.I.R. Set NOTES: Tract II Vol. 3433, Pg. 911 S.I.R. - • I.R.F. = 112" Iron Rod Found - (wmaiader) a `y: � • LR.S. = 1/2" Iron Rod Set with yellow cap stamped "Arthur Richard A. Greh & °' 1 I Surveying Company" Nancy A. Greb 3.457 Acres { ^ . All improvements not shown hereon. I istr. No. 2006.100770 W (150,604 sq. ft.) Tract II O I { S87'51'52"W z S.1.R. 1143.06' S.1. R. ,v a,..•.�... { 7051, 7nW 455.41' I 5/8" I.R.F. (C.M.) \ o? Kevin Nelms \ I c l { Vol. 3432, Pg. 911 Tract I \ trcmaind K) \ / 15' Gas Easement \1 �lnstr. No. 2006-34815 Richard A. Greb & \ ` 1 Nancy A. Greb / Instr. No. 2006-100770 Tract I + AY7'� jremaindcr) �1 � 60' Brazos Electric Power Easement Volume 1636, Page 436 -' l 1 E-z%--7tT,---TLIBIT "B" 3.457 Acres David Hough Survey, Abstract Number 646 City of Denton Denton County, Texas --2016-- �fthur SUTVCY� Co. Professional Land Surveyors 220 Elm St., # 200 - Lewisville. TX 75057 Ph. 972.221.9439 - TFRN# 10063800 arthursurveying.eom Established 1986 EXHIBIT "D" ATTACHMENT TO THE EXCHANGE AGREEMENT THE CITY DEED 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: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. SPECIAL WARRANTY DEED STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON § That the City of Denton, Texas, a Texas home rule municipal corporation, in of the County of Denton, State of Texas (the "Grantor"), for and in consideration of the stun of TEN AND NO/100 DOLLARS ($10.00), and other good and valuable consideration to Grantor in hand paid by Kevin Nelms, whose mailing address is 2100 S. Mayhill Road, Denton, Texas 76208, and Richard Greb and wife, Nancy Greb, whose mailing address is 801 Cresthill Lane, Davey, Nebraska 68336 (herein collectively called "Grantee"), the receipt and sufficiency of which are hereby acknowledged and confessed, has GRANTED, SOLD and CONVEYED, and by these presents does GRANT, SELL and CONVEY, unto Grantee all the real property in Denton County, Texas being particularly described in Exhibit "A" and depicted in Exhibit "B", attached hereto and made a part hereof for all purposes, and being located in Denton County, Texas, together with any and all rights or interests of Grantor in and to adjacent streets, alleys and rights of way and together with all and singular the improvements and fixtures thereon and all other rights and appurtenances thereto, less and except and expressly excluding, however, the mineral estate pertaining thereto (including all oil, gas hydrocarbon substances and other minerals, and all rights, privileges, and appurtenances pertaining to the mineral estate, and all 12 proceeds and royalties payable from production thereof), which mineral estate was previously severed pursuant to a prior recorded instrument or instruments (collectively, the "Property"). Exceptions to conveyance and warranty: [PERMITTED EXEPTIONS, IF ANY, TO BE INSERTED HERE] Grantor hereby assigns, without recourse or representation, to Grantee, any and all claims and causes of action that Grantor may have for or related to any defects in, or injury to, the Property. TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in anywise belonging unto said Grantee, its successors and assigns, forever. Grantors do hereby bind Grantors and Grantor's heirs, successors, executors and assigns, to warrant and forever defend, all and singular the Property unto the Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through, or under Grantors, but not otherwise. EXECUTED the day of 32017. CITY OF DENTON, TEXAS Todd Hileman City Manager ACKNOWLEDGMENT THE STATE OF TEXAS § COUNTY OF DENTON § This instrument was acknowledged before me on 2017 by Todd Hileman, City Manager, City of Denton. Notary Public, in and for the State of Texas. My Commission Expires: _ 13 ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY Upon Filing Return To: Kevin Nelms 2100 S. Mayhill Road Denton, Texas 14 EXHIBIT "A" TO THE SPECIAL WARRANTY DEED rthur Surveying Co., Inc. P.O. Box 5.4 ,_ Lewisville, Texas 75067 Office: (972) 221-9439 -- Fax: (972) 221-4675 EXI. BIT «A» 4.936 Acres City of Denton, Denton County, Texas BEING all that certain lot, tract or parcel of land situated in the David Hough Survey, Abstract Number 646, City of Denton, Denton County, Texas, and being part of that certain tract of land described by deed to the City of Denton, recorded under Instrument Number 2014-26435, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), and being part of that certain tract of land known as the Eastern Remainder Tract in deed to the City of Denton, recorded under Instrument Number 2014-26436, O.P.R.D.C.T., and being more particularly described as follows: COMMENCING at a "PK" nail set in Mayhill Road for the most easterly southeast corner of said City of Denton tract (2014-26435) and the northeast comer of a right-of-way dedication as shown on Providence Place Il, an addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet X, Page 905, Plat Records, Denton County, Texas; THENCE South 88 degrees 01 minutes 21 seconds West, with the south line of said City of Denton tract (2014- 26435) and the north line of said right-of-way dedication, a distance of 28.98 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" (ASC) set for the beginning of a non -tangent curve to the left, having a radius of 355.00 feet; THENCE with said curve to the left, through a central angle of 27 degrees 05 minutes 13 seconds, whose chord bears North 16 degrees 37 minutes 15 seconds West at 166.27 feet, having an arc length of 167.83 feet to a 1/2 inch iron rod with yellow cap stamped "ASC' set for the POINT OF BEGINNING; THENCE continuing with said curve to the left, through a central angle of 17 degrees 15 minutes 16 seconds, whose chord bears North 38 degrees 47 minutes 29 seconds West at 106.50 feet, having an arc length of 106.91 feet to a point for corner; THENCE North 57 degrees 27 minutes 27 seconds West, a distance of 197.21 feet to a point for corner; THENCE South 37 degrees 43 minutes 36 seconds West, a distance of 307.97 feet to the beginning of a curve to the left, having a radius of 905.00 feet; THENCE with said curve to the left, through a central angle of 09 degrees 21 minutes 40 seconds, whose chord bears South 33 degrees 02 minutes 46 seconds West at 147.70 feet, having an arc length of 147.86 feet to a southerly corner of said City of Denton Tract (2014-26435) being in the north line of said Providence Place II; THENCE South 88 degrees 01 minutes 21 seconds West, with the north fine of said Providence Place 11, a distance of 286.96 feet to a point for corner; THENCE North 01 degrees 58 minutes 58 seconds West, a distance of 8.87 feet to the beginning of a non -tangent curve to the left, having a radius of 125.00 feet; (continued) C1107131-70 Nehns REV EXHIBIT "A" TO THE SPECIAL WARRANTY DEED s rthur Surveying Co., Inc. .t"�•cr��ssy©.ra2,� .2....a.�� �:.�z-�r�-g�•�s.z's P.O. T3o,x 54 -- Levvisville, Texas 75067 Office; (972) 221-9439 -- Fax: (972) 221-467.5 THENCE with said curve to the left, through a central angle of 43 degrees 33 minutes 22 seconds, whose chord bears North 66 degrees 14 minutes 21 seconds East at 92.75 feet, having an are length of 95.02 feet to the beginning of a non -tangent curve to the right, having a radius of 1106.00 feet: THENCE with said curve to the right, through a central angle of 13 degrees 34 minutes 20 seconds, whose chord bears North 30 degrees 56 minutes 26 seconds East at 261.38 feet, having an arc length of 261.99 feet to a point for corner; THENCE No1rth 37 degrees 43 minutes 36 seconds East, a distance of 160.39 feet to the beginning of non -tangent curve to the left, having a radius of 109.42 feet; THENCE with said curve to the left; through a central angle of 38 degrees 56 minutes 51 seconds, whose chord bears North 18 degrees 15 minutes 10 seconds East at 72.96 feet, having an arc length of 74.38 feet to the beginning of a curve to the right, having a radius of 129.21 feet; THENCE with said curve to the right, through a central angle of 38 degrees 33 minutes 48 seconds, whose chord bears North 18 degrees 26 minutes 43 seconds East at 85.33 feet, having an arc length of 86.97 feet to the beginning of a curve to the left, having a radius of 10.00 feet; THENCE with said curve to the left, through a central angle of 90 degrees 05 minutes 58 seconds, whose chord bears North 07 degrees 19 minutes 26 seconds West at 14.15 feet, having an arc length of 15.73 feet to point for comer; THENCE North 52 degrees 22 minutes 26 seconds West, a distance of 20.00 feet to a point for corner; THENCE North 37 degrees 37 minutes 34 seconds Fast, a distance of 70.00 feet to a point for corner; THENCE South 52 degrees 22 minutes 26 seconds East, a distance of 20.00 feet to a the beginning of curve to the left, having a radius of 10.00 feet; THENCE with said curve to tine left, through a central angle of 89 degrees 53 minutes 58 seconds, whose chord bears North 82 degrees 40 minutes 35 seconds East at 14.13 feet, having an arc length of 1.5.69 feet to a point for corner; THENCE North 37 degrees 43 minutes 36 seconds East, a distance of 20.00 feet to a point for corner; THENCE Soutin 52 degrees 16 minutes 24 seconds East, a distance of 77.91 feet to the beginning of a non -tangent curve to the leis, having a radius of 920.00 feet; THENCE with said curve to the left, through a central angle of 32 degrees 32 minutes 30 seconds, whose chord bears North 19 degrees 08 minutes 48 seconds East at 515.53 feet, having an arc length of 522.52 feet to a point for corner; THENCE South 02 degrees 52 minutes 33 seconds West, a distance of 214.72 feet to a 112 inch iron rod with yellow cap stamped "ASC*' set for the beginning of a curve to the left, having a radius of 800.00 feet; (continued) C1107131-70 Nelms REV EXHIBIT "A" TO THE SPECIAL WARRANTY DEED � rthr SurveyingCo.,Inc./fAt� .tea 'a .Szzr�y��rs P.O. Box 54 -- Lewisville_ Texas 75067 OftTce: (972) 221-9439 -- Fay: (972) 221-4675 THENCE with said curve to the left, through a central angle of 18 degrees 08 minutes 35 seconds, whose chord bears South 06 degrees I 1 minutes 44 seconds East at 252.27 feet, having an arc length of 253.33 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for corner; THENCE South 15 degrees 16 minutes 02 seconds East, a distance of 411.47 feet to a 1/2 inch iron rod with yellow cap stamped "ASG" set for corner; THENCE South 02 decrees 12 minutes 08 seconds West, a distance of 23.57 feet to the POINT OF (BEGINNING and containing 4.936 acres of land, more or less. C1107131.70 Nehns_REV EXHIBIT "B" TO THE SPECIAL WARRANTY DEED Mason A Haggard & wife, Wilma Haggard Volume 337, Page 430 (remainder) Kevin Nelms Vol. 3432, Pg. 911 ddj� Tract I (remainder) Op Richard A. Greb & �8<dti Nancy A Greb Instr. No. 2006-100770 Tract I (romainder) 1 I.R.F.py w Kevin Nelms I NO O VoL 3432, Pg. 911 aw Tract 11(remainder) O� Z ....1 .............. 2UGLAS L. Nail Richard A Greb & Set Nancy A Greb Instr. No. 2006-100770 Tract U (-=fader) C � O (D �� S87'S ]' I.R.F. 1585. 5 I' 1SCALE: V= 300' Kevin Nelms Vol. 3432, Pg. 911 ddj� Tract I (remainder) Op Richard A. Greb & �8<dti Nancy A Greb Instr. No. 2006-100770 Tract I (romainder) 1 I.R.F.py w I NO O c �YO t" LC'181 F aw O� Z ....1 .............. 2UGLAS L. Nail Set C � O (D �� 300 0 150 300 i 5 I' 1SCALE: V= 300' 5 Bearings shown hereon based on the City of j 3 Denton GIS Network. 12 i� NOTES: i1( l 0 p 0 I.R.F. = 1/2" Iron Rod Found / I , 0 I.R.S. = 1/2" Iron Rod Set with % l yellow cap stamped "Arthur IO 1 t Surveying Company" \ /-f All improvements not shown hereon. Gas Easement J�'--lnstr. No. 2006-34815 t 60' $rozos FJectric L7 ' � C7 �\ ! Power Easement C6 I Volume 1636, Page 436 4.936 AcresEastern City of Deentoone°< �•. X 13 i (21 5.029 sq. 1t.) lastr. No. 2014-28438 11 0 4v~ Gr•9 �o B C 1 i 141 C44 `�`$ ® I r Point of CI I i f Beg g S88'0]'21; W 1 I 955.83 L5 C3 (C. M.) 1 1 providence Place U ` ` Robert P. Donnelly Cabinet X Page 905 Volume 3384, Page 906 t t (remainder) Donnelly Addition ; t1 Cabinet 0, Page 77 fail Point of c �YO t" LC'181 F ....1 .............. 2UGLAS L. EXI11IB Irl' "B' p 4.936 Acres rthur Surveying Co., Inc. David Hough Survey, Abstract Number 646 (,fessionalzantas>�a� Ci 1, of Denton P.0.Box 54 - Lewisville, Texas 75067 Office: (972) 221-9439 Fax: (972) 221--4675 Denton County, Texas Established 1986 --2016-- Page 1 of 2 EXHIBIT "B" TO THE SPECIAL WARRANTY DEED LM TABLE LI I S88001'21 "W 28.98' L2 N57°2727"W 197.21' L3 S37°4336"W 307.97' 17015116" S88°01'21 "W 286.96' L5 NO 058'58"W 8.87' PL4 L6 N37°43`36"E 160.39' L7 N52°22'26"W 20.00' L8 N37037'34"E 70.00' L9 S5202226"E 20.00' LIQ N3704336"E 20.00' -__W52°16'24"E L11 C5 7.91' E12 S02°5233 "W 214.72' L13 S159692"8 411.47' L14 SO °12' 8"E 1 23.57'... r7/AVF TA AT.Jt # Radius Delta Chord Cl 355.00' -Length 106.91' 17015116" N3804729"W 106.50' C2 905.00' 147.86' 09°21'40" S33°02'46"W 147.70' C3 125.00' 95.02' 43°3322" N66°1421"E 92.75' C4 1106.00' 261.99' 13034'20" N30056126"E 261.38' C5 109.42' 74.38' 38°56'5I" NIS -15'10"E 72.96' C6 129.21' 86.97' 38°3348" N18°2643"E 85.33' C7 I0.00, 15.73' 90°05158" N07°19'26"W 14.15' C8 10.00' 15.69' 89053'58" N82°40'35'E 14.13' C9 I 920.00' I 522.52' 32032'30" N19008'48"E 515.' ' C10 800.00' 25.33' 180085" 506°11'44"E 252.27' EXHIBIT "B" B 4.936 Acres David Hough Survey, Abstract Number 646 City of Denton Denton County, Texas --2016-- Arthur -2016-- rthur Surveying Co., Inc. , m&ssionW Laud Surveyors P.O.Hox 54 - Lewisville, Texas 75067 Office: (972) 221-9439 Fax: (972) 221-4675 Established 1986 Page 2 of 2 City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-331, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Engineering Services CM/ ACM: Jon Fortune Date: March 7, 2017 SUBJECT Consider adoption of an ordinance releasing, abandoning and vacating 0.037 acre and 0.159 acre of drainage easement granted to the City of Denton, Texas by Kevin Nelms, Richard Greb and wife, Nancy Greb recorded as Instrument No. 2014-26437, Real Property Records, Denton County, Texas, situated in the David Hough Survey, Abstract No. 646, Denton County, Texas, and generally located within the 2100 Block of South Mayhill Road; and declaring an effective date. [Mayhill Road Widening - Nelms/Greb Parcel M137_M138 disposition] BACKGROUND On March 27, 2014, the City closed a settlement transaction with Kevin Nelms, Richard Greb and wife, Nancy Greb regarding several fee tracts and easements necessary for the Mayhill Road Widening and Improvements project. After that date, it was determined that the planned design alignment of Mayhill Road was to be reworked to follow along the existing road corridor, to utilize the established Denton County Transportation Authority (DCTA) railroad grade crossing rather than construct a bridge over the DCTA railroad operations (being accommodated in the corridor owned by Dallas Rapid Transit Authority.) The expense of construction of a bridge would have been prohibitive in respect to the level of funding available to build the overall road project. As a result of that change in the planned road alignment, the subject 0.037 acre and 0.159 acre drainage easement tracts are no longer needed for the road project and will be stranded in place should the City Council endorse the contemplated Real Estate Exchange Agreement with Nelms-Greb, being concurrently considered under Consent Agenda Item ID 17-294. The intent of the subject drainage easement abandonment initiative is considered a companion house -keeping matter to the Real Estate Exchange undertaking with Nelms-Greb, so as to remove the drainage easement tracts as a legacy encumbrance upon their remainder property tract. OPTIONS 1. Approve the proposed Ordinance. 2. Not approve the proposed Ordinance. 3. Table for future consideration. City of Denton Page 1 of 2 Printed on 3/3/2017 povveied by I_egivt9i IN File #: ID 17-331, Version: 1 RECOMMENDATION Staff recommends approval of the ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) City Council 12-06-2016: Executive session briefing City Council 02-16-2016: Executive session briefing FISCAL INFORMATION Abandonment of drainage easement within the described tracts will have no financial impact to the City of Denton, going forward. 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: 2.1 Optimize resources to improve quality of City Roadways EXHIBITS 1. Location map 2. Site map 3. Drainage easement 4. Ordinance Respectfully submitted: John Davis Director of Engineering Services Prepared by: Paul Williamson Real Estate Manager City of Denton Page 2 of 2 Printed on 3/3/2017 povveied by I_egist9i I;, LOCATION MAP Nelms - Greb 0.037 acre and 0.159 acre Drainage Easement abandonment tracts Exhibit 1 to the AIS 2,500 1,250 0 2,500 5,000 7,500 Feet 0.037 acre Drainage Easement Tract 0.159 acre Drainage Easement Tract `� — 0 50' 100' 200' SCALE IN FEET EXHIBIT 3 attachment to AIS Denton County Cynthia Mitchell County Clerk Denton, TX 76202 �o zot a 000zsas� Instrument Number: 2014-26437 As Recorded On: March 27, 2014 Easement Parties: NELMS KEVIN To Comment: ( Parties listed above are for Clerks reference only ) ** Examined and Charged as Follows: ** Easement 66.00 Total Recording: 66.00 Billable Pages: 11 Number of Pages: 11 ************ DO NOT REMOVE. THIS PAGE IS PART OF THE INSTRUMENT ************ Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law. File Information: Record and Return To: Document Number: 2014-26437 Receipt Number: 1146422 TITLE RESOURCES Recorded Date/Time: March 27, 2014 02:20:18P WILL CALL DENTON TX 76202 User/ Station: C Robinson -Cash Station 1 THE STATE OF TEXAS } COUNTY OF DENTON ) t I hereby certify that this Instrument was FILED In the File Number sequence on the dateltime printed heron, and was duly RECORDED in the Oficial Records of Denton County, Texas. �ttittL 1846 County Clerk Denton County, Texas 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: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. DRAINAGE EASEMENT THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON § THAT Kevin Nelms, a married man, with the Property (as defined below) comprising no part of the homestead of he and his wife, and Richard Greb and wife, Nancy Greb (collectively, "Grantor"), in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration in hand paid by the City of Denton, Texas, receipt of which is hereby acknowledged, has GRANTED, BARGAINED, SOLD and CONVEYED and does by these presents GRANT, BARGAIN, SELL and CONVEY unto the City of Denton, Texas ("Grantee"), 215 E. McKinney, Denton, Texas 76201, a perpetual drainage easement in, along, over, upon, under and across the following described property (the "Property"), owned by Grantor, and situated in Denton County, Texas, located in the David Hough Survey, Abstract No. 646, Denton County, Texas, to wit: PROPERTY DESCRIBED IN EXHIBITS "A-1" AND "A-299, RESPECTIVELY, AND DEPICTED IN EXHIBITS "B-1" AND "B-2", RESPECTIVELY, EACH ATTACHED HERETO AND MADE A PART HEREOF For the following purposes: Constructing, reconstructing, installing, repairing, relocating, operating, and perpetually maintaining drainage, and related drainage facilities and appurtenances, including without limitation, the right to overflow the Property, in, along, over, upon, under and across said Property. The rights granted herein shall further include, without limitation, the free and uninterrupted use, liberty, passage, ingress, egress and regress, at all times in, along, over, upon, under and across the Property to Grantee herein, its agents, employees, contractors, workmen 1 and representatives, for the purposes set forth herein, including without limitation, the making additions to, improvements on and repairs to said facilities and/or drainage features or grade, or any part thereof. This Easement is subject to the following: 1. Structures. No buildings, fences, structures, signs, facilities, improvements or obstructions of any kind, or portions thereof, shall be constructed, erected, reconstructed or placed in, along, over, upon, under or across the Property by Grantor. Further, Grantor stipulates and acknowledges that the Grantee, in consideration of the benefits above set out, may alter the grade of the Property and may remove from the Property, such buildings, fences, structures, signs, facilities, improvements and other obstructions as may now or hereafter be found upon said Property and dispose of any such buildings, fences, structures, signs, facilities, improvements or obstructions in any manner it deems appropriate without liability to Grantee. 2. Maintenance of Lateral Slope. No activity, of any kind, shall be conducted on the Property by Grantor that may impair, damage or destroy the lateral slope established for drainage, including without limitation, excavation or movement of soil or other material. 3. Access. For the purpose of exercising and enjoying the rights granted herein, the Grantee shall have access to the Property by way of existing public property or right-of-way. 4. Trees and Landscaping. No shrub or tree shall be planted upon the Property or that may encroach upon the Property. Grantee may cut, trim, or remove any shrubs or trees, or portions of shrubs or trees now or hereafter located within or that may overhang upon the Property without liability to Grantee, including without limitation, the obligation to make further payment to Grantor. 5. Grantor's Rights. Grantor shall have the right, subject to the restrictions contained herein, to make use of the Property for any purpose that does not interfere with the Grantee's rights granted to it herein for the purposes granted. 6. Successors and Assigns. This grant and the provisions contained herein shall constitute covenants running with the land and shall be binding upon the Grantor and Grantee, and their heirs, devisees, successors and assigns. TO HAVE AND TO HOLD unto the said City of Denton, Texas as aforesaid for the purposes aforesaid the premise above described. FA Witness my hand, this the day of , 2014. 0 KEV ELMS RICHARD GREB NANCY GREB ACKNOWLEDGMENT THE STATE OF TEXAS § COUNTY OF DENTON § This instrument was ackno db e me o , 2014 by Kevin Nelms. pUBUC V KUQ�AK "�Y P NOTWy :-TeXAS STATE of TEXA l^� : MY Comm Exp. 07.21.2017 'ro—tafylpufic, State of Texas My co ission expires: ACKNOWLEDGMENT THE STATE OF TEXAS COUNTY OF DENTON This instrument was acknowledged before me on , 2014 by Richard Greb. Notary Public, State of Texas My commission expires: 3 I&Witness my hand, this the day of (` �c� rC� $12014. ACKNOWLEDGMENT THE STATE OF TEXAS § COUNTY OF DENTON § This instrument was acknowledged before me on , 2014 by Kevin Nelms. Notary Public, State of Texas My commission expires: ACKNOWLEDGMENT This instrument was acknowledged before me on Meffrh ES , 2014 by Richard Greb. A NA �� �`'.••' ' v ,9`i�'I Notary Public, of Texav lkylZD ncx My commission expires: �1 �/����s_ woo '+ �'�pA0 �► fill 11 ItO IIS �'OA 7,•�•XP � �� �y�Q�V�►�,► �' ry yNN• C� �� 3 ACKNOWLEDGMU NT ki4VA01- TIHE STATE OF """ "N� § COUNTY OF Y1C 0 § This instnttnent was acknowledged before me an tb r , 2014 by Nancy (rreb. A IVA qq �i�♦ Y PVg�� ♦��i �c OUN`� ����• 1 sit AFTER RECORDING RETURN TO: City of Denton Engineering Department 901-A Texas Street Denton, Texas 76209 Attn: Paul Williamson 4 EXHIBIT "A-1" - to Drainage Easement 7-1 rthur Surveying Co., Inc. Prrr�fessso�eal JGama Szarveyarrs P.O. Box 54 -:- Lewisville, Texas 75067 OMce: (972) 221-9439 -- Fax: (972) 221-4675 20' DRAINAGE EASEMENT 0.037 Acre City of Denton, Denton County, Texas BEING all that certain lot, tract or parcel of land situated in the David Hough Survey, Abstract Number 646, City of Denton, Denton County, Texas, and being part of Tract I as described by deers to Kevin Nelms, Recorded in Volume 3432, Page 911, Deed Records, Denton County, Texas (D.R.D.C.T.), and being more particularly described as follows: COMMENCING at a "PK" nail set in Mayhill Road for the southeast corner of said Nelms tract and the northeast comer of a right-of-way dedication as shown on Providence Place II, an addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet X, Page 905, Plat Records, Denton County, Texas; THENCE South 88 degrees 01 minutes 21 seconds West, with the south line of said Nelms tract and the north line of said right-of-way dedication, a distance of 865.78 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" (ASC) set for comer; THENCE North 01 degrees 58 minutes 58 seconds West, over and across said Nelms tract, a distance of 8.87 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for the beginning of a non -tangent curve to the left, having a radius of 125.00 feet; THENCE over and across said Nelms tract, with said curve to the -let through a central angle of 43 degrees 33 minutes 22 seconds, whose chord bears North 66 degrees 14 minutes 21 seconds East at 92.75 feet, having an arc length of 95.02 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for the beginning of a curve to the right, having a radius of 1106.00 feet; THENCE over and across said Nelms tract, with said curve to the right, through a central angle of 10 degrees 41 minutes 20 seconds, whose'chord bears North 29 degrees 29 minutes 56 seconds East at 206.03 feet, having an arc length of 206.33 feet to the POINT OF BEGINNING; THENCE North 52 degrees 16 minutes 24 seconds West, over and across said Nelms tract, a distance of 20.02 feet to the beginning 'of a non -tangent curve to the right, having a radius of 1126.00 feet; THENCE over and across said Nelms tract, with said curve to the right, through a central angle of 02 degrees 49 minutes 56 seconds, whose chord bears North 36 degrees 18 minutes 38 seconds East at 55.65 feet, having an arc length of 55.66 feet to a point for comer; THENCE North 37 degrees 43 minutes 36 seconds East, over and across said Nelms tract, a distance of 24.37 feet to a point for comer; THENCE South 52 degrees 16 minutes 24 seconds East, over and across said Nelms tract, a distance of 20.00 feet to a point for corner; (continued) C110713141 Parcel M139 -DEI EXHIBIT "A-1" - to Drainage Easement rthur Surveying Co., I nc. Professional Lazed SYxrsrt3yars P.O. Box 54 -- Lewisville, Texas 75067 Office: (972) 221-9439 --- Fax: (972) 221-4675 THENCE South 37 degrees 43 minutes 36 seconds West, over and across said Nelms tract, a distance of 24.37 feet to the beginning of a non -tangent curve to the left, having a radius of 1106.00 feet; THENCE over and across said Nelms tract, with said curve to the left, through a central angle of 02 degrees 53 minutes 00 seconds, whose chord bears South 36 degrees 17 minutes 06 seconds West at 55.65 feet, having an arc length of 55.66 feet to the POINT OF BEGINNING and containing 0.037 acre of land. C110713141 Parcel M138 -DEI 0OF T t ... .JOFNi1 ......... R1JSM 5� t EXHIBIT "B-1" - to Drainage Easement /" tr(IRVB TABLE # I Radius L=L#h Delta Chord Cl 1 125.00' 9502' 4303372" N6661421 "E 92.75' C2 110600' 206.33' 10'4170" N2902956'E 206.03' C3 112600' 55.66' 0204956" N36.1898'B 55.65' C4 110600' 1 55.66' 02°53W0" 6.17'06"W 55.65' . 200 0 100 200 SCALE: 1"= 200' Bearings shown hereon based on the City of Denton GIS Network. I.R.F. (C.M.) Kevin Nehns Vol 3482. Pt. 911 Tract I %hard A Greb do SAVO Nancy A. Grab `mages Instr. No. 2006-100770 Tract I i 40 0.037 Acre 9# 20' Drainage N37°4336"B S5 Biu Easement 24.3T (1,600 sq. ft.) C3� o N52.1674"W C4 Z 20.02' C2 N018 70 I.R.F. Donnelly Addition Cabinet 0, Page 77 %Y 20' Drainage Easement 0.037 Acres David Hough Survey, Abstract Number 646 City of Denton Denton County, Texas — 2012 — 1 vt sr� 20.01Y 1� !°436"W 24.37' l . I I — 8G' grow vwtrk Vbwp=BJti, RZt430 Cos Easement No. 2006-34815 'Ply"e Nall sr— 4------------- ------- s� 1 plovidenoe Place II Cabinet X PW 906 Robert P. Donwlly ,Vohttne 9984. Pa� 905 I 1 \ (remainder I NOTES: • I.R.F. =1/2" Iron Rod Found • I.R.S. =1/2" Iron Rod Set with yellow cap stamped "Arthur Surveying Company" • All improvements not shown hereon. • Easements recorded in Vol. 190, Pgs. 620 & 622, Vol. 336, Pgs. 347, 367 & 583, & Vol. 391, Pg. 169 do not affect this tract to the best ofmy knowledge. • Blanket Easements recorded in Vol. 357, Pg. 45 & Vol. 357, Pg. 54 as assigend in Vol. 2736, Pg. 828 inchides this tract • Easement recorded in Vol. 341, Pg. 222 as assigned in Vol. 367, Pg. 242 is centered on a pipeline not specifically located. SURVSYOAW CZRrZOWAMKW. 756 dorhw4yoar/llyio776* RMMW (az! A -Q. IOWA it lam) mrd& ,r�ry w..Ihi. myauAe as tlaproaOe Qiw ProP�Y iib' draf6ed heeoa ad it omect, add to do txuo[mp+,o.aa,.Aea aYao ar no rMe impea�romrlr; erowesb are�b ofway datI byre ban advaed ofeaacgt r slaws h�iead rthur surveying Inc. PlrnetI,aad Srzrrileyanr P.O.Bor " — LewleviU6,. Tom* 75067 Ornee: (972) 221-9490 Ira= (972) 221-4675 Ea4bWhed 1966 EXHIBIT "A-2" - to Drainage Easement rthur Surveying Co., Inc. .Px+vfess�ioxrai rs. nd Suxveyozs P.O. Box 54 --- Lewisville, Texas 75067 Office: (972) 221-9439 --- Fax: (972) 221-4675 EXHIBIT "A" 50' DRAINAGE EASEMENT 0.159 Acre City of Denton, Denton County, Texas BEING all that certain lot, tract or parcel of land situated in the David. Hough Survey, Abstract Number 646, City of Denton, Denton County, Texas, and being part of Tract I as described by deed to Kevin Nelms, Recorded in Volume 3432, Page 911, Deed Records, Denton County, Texas (D.R.D.C.T.), and being more particularly described as follows: COMMENCING at a "PK" nail set in Mayhill Road for the southeast corner of said Nelms tract and the northeast corner of a right-of-way dedication as shown on Providence Place U, an addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet X, Page 905, Plat Records, Denton County, Texas; THENCE South 88 degrees 01 minutes 21 seconds West, with the south line of said Nelms tract and the north line of said Providence Place II, a distance of 382.61 feet to the POINT OF BEGINNING; THENCE South 88 degrees 01 minutes 21 seconds West, continuing with the south line of said Nelms tract and the north line of said Providence Place H. a distance of 66.52 feet to a point for corner, THENCE North 43 degrees 14 minutes 38 seconds West, over and across said Nelms tract, a distance of 112.01 feet to the beginning of a non -tangent curve to the right, having a radius of 905.00 feet; THENCE over and across said Nelms tract, with said curve to the right, through a central angle of 02 degrees 57 minutes 45 seconds, whose chord bears North 36 degrees 14 minutes 44 seconds at 46.79 feet, having an arc length of 46.79 feet to a point for corner; THENCE North 37 degrees 43 minutes 36 seconds East, over and across said Nelms tract, a distance of 4.05 feet to a point for corner; THENCE South 43 degrees 14 minutes 38 seconds East, over and across said Nelms tract, a distance of 165.06 feet to the POINT OF BEGINNING and containing 0.159 acres of land. C110713141 Parcel M138-DE2 " , . EXHIBIT 1113-2" - to Drainage Easement r \ li NR ---905.W17.=46 79' \ \ \ \ I I OF A -02 o " Ch&=N3614'44"B \ \ I 46.79' \\ �,� a a _u 200 0 100 200 \ • I I 3 V-2001 \ _ t✓ SCALE. 9 Bearings shown hereon based on the City of \ Denton GIS Network. I.R.F. ( deg' \ y s c ) �S- e 1 a d cat \ I Vohs&R—P.;14W e� i Kevin Nelms �pJ �a VOL 9492, Pg. 911 a X04°' io"� or � r an 2E00�8-34815 Tract I 0,,-•' Mchard A. Grob I Nancy A Grob •W, 1mtr. No. 2006-100770 ;a bN W�Ko Tract l 0.159 AcreIn I I N3rO 36"B 50' Drainage 4.05' Easement ( I C1 (6,939 sq. ft.) _ N43014'38"W 45P� . ©. B ' Q• "" 112.01'!—_— J — — — — -- — — — $ tat 21'wW 382.61 "PKS"eNOil I.R.F.S88'0121;w 1372.49 -- --'-"— (CA) ---- --- ------ Donnelly Addition --' �---------.-_._..-------- ; Cabinet 0. Page 77 \ Provldenoe Place 11 .�SOF r, 1'Cabinet X Pegs M VoRobe 9 P. 98 Donnelly . «� (r mainXrle 905 ' JOHN M. AUSSE L � � � ..«.:....................... `/� NOTES: a I.R.F. =1/2" Iron Rod Found • I.R.S. =1/2" Iron Rod Set with yellow cap stamped "Arthur Surveying Company" • e All improvements not shown hereon, �Lj • Easements recorded in Vol. 190, Pgs. 620 & 622, Vol. 336, Pgs. 347,367&583,& Vol. 391, Pg. 169 do not affect,this tract to the best of my knowledge. • Blanket Easements recorded in Vol. 357, Pg. 45 & Vol. 357, Pg. 54 as assigend in Vol. 2736, Pg. 828 includes this tract. • Easement recorded in Vol. 341, Pg. 222 as assigned in Vol. 367, Pg. 242 is centered on a pipeline not specifically located. SURMOMCMIDWATM.- 7La-dar bbd—h—by-r tymM Rai wm(O.P. Na 1MZ& 10=2)got ddi: wavey war Ab dtivma& as 9WSw mdatdw pnVarVkpQyde adWhwmcadk , tand ro me 6dtafrmpboowled�e; Vyeiie ane no vltidde 50' Drainage Easement 0.159 Acre a<r David Hough Survey, rthur Surwo Co., Inc.Abstract Number 646Y g .City of DentonA°'��'�" Denton County, Texas om a°' 972) x21-94s�.x: (97) E�4675 -2012-- Established 19" EXHIBIT 4 attachment to AIS S:A1,ega1\Our Documents\Ordinances\17\Nelms-Greb Drainage Easement Abandonment Ord inance.docx ORDINANCE NO. AN ORDINANCE RELEASING, ABANDONING AND VACATING 0.037 ACRE AND 0.159 ACRE OF DRAINAGE EASEMENT GRANTED TO THE CITY OF DENTON, TEXAS BY KEVIN NELMS, RICHARD GREB AND WIFE, NANCY GREB RECORDED AS INSTRUMENT NO. 2014-26437, REAL PROPERTY RECORDS, DENTON COUNTY, TEXAS, SITUATED IN THE DAVID HOUGH SURVEY, ABSTRACT NO. 646, DENTON COUNTY, TEXAS, AND GENERALLY LOCATED WITHIN THE 2100 BLOCK OF SOUTH MAYHILL ROAD; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the City of Denton is the holder of the Drainage Easement; and WHEREAS, the City of Denton has determined that the Drainage Easement is no longer necessary because of road alignment design changes in respect to the pending Mayhill Road Widening and Improvements project; and WHEREAS, the City of Denton finds it is in the mutual interests of the City and the Owners of the property tract encumbered by Drainage Easement to release, abandon and vacate the Drainage Easement; and WHEREAS, the City Council of the City of Denton, Texas, finds it is in the public interest to release, abandon, and vacate the Drainage Easement; 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 drainage easement held by the City of Denton, Texas and recorded as Instrument No. 2014-26437, Real Property Records, Denton County, Texas, is hereby released, abandoned, and vacated. SECTION 3. 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 Drainage Easement which were released, abandoned, vacated in Section 2 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 Drainage Easement may cover, encumber, include, cross or overlap. SECTION 4. The City Manager, or his designee, is authorized to execute a release document evidencing this abandonment of Drainage Easement, suitable for recordation in the Real Property Records, Denton County, Texas. SECTION 5. 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 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2017. ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY 4 BY: r Page 2 CHRIS WATTS, MAYOR City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-306, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: City Manager's Office CM/ ACM: Bryan Langley Date: March 7, 2017 SUBJECT Consider approval of a resolution creating an ad hoc City Council Committee and appointing Committee members to review policies related to employee sick leave and vacation benefits in the City of Denton, Texas and to advise the City Council with regard to these matters; and providing an effective date. BACKGROUND On February 14, 2017, the City Council received a presentation regarding employee sick leave and vacation benefits. Following the presentation, the Council gave direction to create an ad hoc committee to review City policies related to sick and vacation benefits. Council Members Bagheri, Briggs, and Wazny volunteered to serve on the Committee. This item is to consider approval of a resolution establishing the ad hoc committee and appointing its members. FXUTRTTC Exhibit 1 - Resolution Respectfully submitted: Bryan Langley Deputy City Manager City of Denton Page 1 of 1 Printed on 3/3/2017 povveied by I_egivt9i IN s:Alegal\our documents\resolutions\17\leave committee resolution.docx RESOLUTION NO. A RESOLUTION OF THE CITY OF DENTON, TEXAS, CREATING AN AD HOC CITY COUNCIL COMMITTEE TO REVIEW POLICIES RELATED TO EMPLOYEE SICK LEAVE AND VACATION BENEFITS AND TO ADVISE THE CITY COUNCIL WITH REGARD TO THESE MATTERS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council recognizes the need to review and analyze the sick leave and vacation policies for employees of the City of Denton; and WHEREAS, the City Council has determined that it would be advisable to create an ad hoc City Council Committee to provide recommendations to the City Council; and WHEREAS, the City Council recognizes that Councilmembers Sara Bagheri, Keely Briggs, and Kathleen Wazny have volunteered to serve on the Committee; and WHEREAS, the City Council has determined that it is advisable that the ad hoc City Council Committee shall be dissolved upon the completion of the work as outlined below; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The City Council hereby establishes an ad hoc committee to be called the City Council Employee Leave Committee. The Committee shall be composed of three (3) members of the City Council: Sara Bagheri, Keely Briggs, and Kathleen Wazny. The City Manager, or his designee, will provide guidance and assistance to the Committee and be responsible for insuring that records are maintained in accordance with the requirements of the City Secretary's Office. The Committee members shall serve at the pleasure of the City Council until successors are duly appointed by the Mayor and approved by the Denton City Council. The presiding officer of the Committee shall be chosen by the Committee. Members of the Committee must be current elected City Council members of the City of Denton, Texas. SECTION 2. The duties and purpose of the Committee shall be to review, consider, and make recommendations to the City Council regarding the City's policies for sick leave and vacation benefits. The Committee shall proceed with its assigned duties in collaboration with the Human Resources Department and City Manager's Office. SECTION 3. Upon completion of the aforementioned duties, or on January 1, 2018, the City Council Employee Leave Committee shall be dissolved without further action of the City Council. SECTION 4. This Resolution shall become effective immediately upon its passage and approval. s:Alegal\our documents\resolutions\17\leave committee resolution.docx 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 Page 2 City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-330, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Engineering Services CM/ ACM: Jon Fortune Date: March 7, 2017 SUBJECT Consider adoption of an ordinance of the City of Denton determining the public use, need, and necessity for the acquisition of a public water line easement encumbering a 0.148 acre tract of real property, as more particularly described in Exhibit "A", attached hereto and made a part hereof (the "Property Interests"), being generally located along the 3000 block of South Interstate Highway 35 East and situated in the D. Lombard Survey, Abstract No. 784, City and County of Denton, Texas; 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 his designee, to file eminent domain proceedings if necessary; authorizing the expenditure of funding; makings findings; providing a savings clause; and providing an effective date. (TxDOT I-35 E Grade Separation Project - water utility relocation component) BACKGROUND As a component of TxDOT's I-35 E Grade Separation Project, an existing City of Denton 14 -inch diameter water main is being relocated and upsized to a 20 -inch diameter water main, outside of TxDOT right-of-way, within easements. Approximately 2,400 lineal feet of 20 -inch water main is slated for construction, the limits of which being the Goodwill Store property in the 2500 block of South I-35 E, extending southeasterly along the highway, to the My Flooring America property tract, in the 3000 block. In August 2016, by recordation of the final plat of the Buc-ee's 439 Subdivision Addition, the bulk of the easement needed to accommodate the relocation of water line was dedicated by that platting activity. The 0.148 acre water line easement being sought for acquisition is necessary to complete water main transition work and valve works between the new 20 -inch water main and the segment of the 14 -inch water main slated to continue in service, along the Achiever's Gymnastics highway frontage. OPTIONS 1. Approve the proposed ordinance for easement acquisition. 2. Not approve the proposed ordinance for easement acquisition. 3. Table for future consideration. RECOMMENDATION Staff recommends approval of the ordinance. ESTIMATED SCHEDULE OF PROJECT City of Denton Page 1 of 2 Printed on 3/3/2017 povveied by I_egivt9i IN File #: ID 17-330, Version: 1 The TxDOT I-35 E Grade Separation Project is presently underway. The timing of the contemplated water line utility relocation work within the identified 0.148 acre tract is dependent on the acquisition of the subject water line easement rights by the City, either by negotiated settlement or eminent domain proceedings. FISCAL INFORMATION Water Utilities project account number 630363523 will be utilized for the water line relocation component of the TxDOT project, inclusive of easement acquisition procurement costs. 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: 2.1 Optimize resources to improve quality of City Roadways EXHIBITS 1. Location map 2. Site map 3. Recommended motion 4. Ordinance Respectfully submitted: John T. Davis, PE Director Engineering Services Prepared by: Paul Williamson Real Estate Manager City of Denton Page 2 of 2 Printed on 3/3/2017 povveied by I_egist9i I;, LOCATION MAP N 1-35 East Grade Separation Project W E water utility relocation component i,tr mom S, 3008 S. 1-35E Water Line Easement DENTON Exhibit 1 to the AIS 2,500 1,250 0 2,500 5,000 7,500 Feet SITE MAP N 1-35 East Grade Separation Project W 1 E water utility relocation component i,tr mom S 3008 S. 1-35E Water Line Easement DENTON Exhibit 2 to the AIS 90 45 0 90 Iso 270 Feet MOTION City Council Agenda Item ID 17-330 (TxDOT I -35E Grade Separation Project) " I move that the City of Denton, after having made the offers required by State Law, use the power of eminent domain, if needed, to acquire easement interests to a 0.148 acre tract of land, which is located in the D. Lombard Survey, Abstract No. 784, City of Denton, Denton County, Texas, and described 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 the installation and relocation of municipal water utilities, to serve the public and citizens of the City." EXHIBIT 4 attachment to AIS S:ALegal\Our Documents\Ordinances\17\3003 South 1 35 East Utility Relocation Water Line Fascment Ordinance -Authorization for Offers ED.doex ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON DETERMINING THE PUBLIC USE, NEED, AND NECESSITY FOR THE ACQUISI'T'ION OF A PUBLIC WATER LINE EASEMENT ENCUMBERING A 0.148 ACRE TRACT OF REAL PROPERTY, AS MORE PARTICULARLY DESCRIBED IN EXHIBIT "A" AND DEPICTED IN EXHIBIT "B", BOTH ATTACHED HERETO AND MADE A PART HEREOI+, (THE "PROPERTY INTERESTS"), BEING GENERALLY LOCATED ALONG THE 3000 BLOCK OF SOUTH INTERSTATE HIGHWAY 35 EAST AND SITUATED IN THE D. LOMBARD SURVEY, ABSTRACT NO. 784, CITY AND COUNTY OF DENTON, TEXAS; 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 PROPER'T'Y INTERESTS IF AN AGREEMENT CANNOT BE REACHED; AND AUTHORIZING THE CITY ATTORNEY, OR HIS DESIGNEE, TO FILE EMINENT DOMAIN PROCEEDINGS IF NECESSARY; AUTHORIZING THE EXPENDITURE OF FUNDING; MAKINGS FINDINGS; PROVIDING A SAVINGS CLAUSE; AND PROVIDING AN EFFECTIVE DATE. ('FxDOT I-35 E Grade Separation Project - water utility relocation component) WHEREAS, the City Council of the City of Denton ("City Council") after consideration of this matter, has determined that a public use and necessity exists for, and that the public welfare and convenience requires, the acquisition of the Property Interests by the City of Denton, Texas ("City"). The City Council finds that the acquisition of the Property Interests is a valid public use necessary to provide the installation and relocation of municipal water utilities relating to the Texas Department of Transportation's I-35 East Grade Separation Project - water utility relocation component project to serve the public and citizens of the City; and WHEREAS, the City is required to make an initial offer as defined by, and in compliance with, Texas Property Code §21.0111 ("Initial Offer"), and a bona fide offer, as defined by, and in compliance with, Texas Property Code §21.0113 ("Final Offer") to acquire the Property Interests for public use, voluntarily, from the subject landowner before beginning the acquisition of the Property Interests by eminent domain; and WHEREAS, an independent professional appraisal report of the Property Interests will be submitted to the City as required by Chapter 21 of the Texas Property Code, and the City Manager or his designee will establish a certain amount determined to be just compensation for the subject water line easement based on the appraisal and fair market value of the water line easement and any applicable fees necessary to acquire the subject water line easement which compose the Property Interests; and WHEREAS, the City Council deems it necessary to authorize the City Attorney to initiate condemnation proceedings in order to acquire the Property Interests if an agreement cannot be reached with the subject landowner for the purchase of the Property hnterests. NOW, THEREFORE, TIDE COUNCIL OF THE CTI'Y OF DENTON ORDAINS. Section 1. The City Council finds that the recitals made in the preamble of this Ordinance are true and correct, and incorporates such recitals into the body of this ordinance as if copied in their entirety. Section 2. The City Council authorizes acquisition of the Property Interests, as more particularly described Exhibit "A" and depicted in Exhibit "B", both of which are attached hereto and incorporated herein, for the reasons and purposes set forth above together with all necessary water line related appurtenances, additions and improvements on, over, under, and through the Property Interests. Section 3. The City Council authorizes the City Attorney, or his designee, to negotiate for and to acquire the required property rights in the Property Interests for the City, and to acquire these rights in compliance with State and any other applicable law. The City Attorney, or designee, is specifically authorized and directed to do each and every act necessary to acquire the needed property rights in the Property Interests including, but not limited to, the authority to negotiate, give notices, make written offers to purchase, prepare contracts and conveyance documents, to retain and designate a qualified appraiser of the Property Interests to be acquired and any other experts or consultants that he deems necessary for the acquisition process, to retain qualified outside litigation counsel as needed, and, if necessary, to institute and conduct all parts of the proceedings in eminent domain in accordance with the laws and procedures of the State. Section 4. The City Manager, or his designee, is appointed as negotiator for the acquisition of the needed Property Interests and, as such, the City Manager, or designee, is authorized and directed to do each and every act and deed specified or authorized by this Ordinance, subject to the availability of funds appropriated by the City Council for such purpose. The City Manager, or designee, is specifically authorized to establish and make offer(s) of just compensation for the acquisition of the Property Interests to the landowner(s) of the Property Interests in accordance with State and any other applicable law. If an agreement as to damages or compensation cannot be reached then the City Attorney, or designee, is authorized and directed to file or cause to be filed, against the subject landowner and interested parties of the Property Interests, proceedings in eminent domain to acquire the Property Interests. Section 5. It is the intent of the City Council that this Ordinance authorize the condemnation of all property required for the installation and relocation of the municipal water utilities relating to the Texas Department of Transportation's I-35 East Grade Separation Project - water utility relocation component project for public uses to serve the public and citizens of the City. This project is generally located along the 3000 block of South Interstate highway 35 East and situated in the D. Lombard Survey, Abstract No. 784, City and County of Denton, Texas. Section 6. If it is determined that there are scrivener errors in the descriptions contained herein or if later surveys contain more accurate revised descriptions, the City Attorney or his designee is authorized to have such errors corrected or revisions made without the necessity of obtaining a new City Council Ordinance authorizing condemnation of the corrected or revised property. Section 7. In the event that Special Commissioners appointed by the Court during condemnation proceedings return an award that is the same amount or less than the amount offered by the City for just compensation, the City Attorney is hereby authorized to settle the lawsuit for that amount. Section 8. Following an award by the Special Commissioners, the City Finance Director is hereby authorized to issue a check from the appropriate fund in an amount not to exceed the Special Commissioners' award payable to the County Clerk of Denton County to be deposited in the registry of the Court to enable the City to take possession of the subject easement without further action of the City Council. Section 9. 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 10. This Ordinance shall become effective immediately upon its passage. PASSED AND APPROVED this the _-- day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALT ERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY BY: - EXHIBIT A 20'WATERLINE EASEMENT 0.148 ACRES CITY OF.1 FUT4 iii; , I . T 'YV4 BEING all that certain lot, tract or parcel of land situated in the Daniel Lombard Survey, Abstract Number 784, City of Denton, Denton County, Texas, and being a part of Lot 1, Block A of Action Carpet Addition, an addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet N, Page 355 of the Plat Records of Denton County, Texas, and being more particularly described as follows - BEGINNING at a Texas Department of Transportation Monument (TXDOT Mon) found for comer in the northwest line of said Lot 1, Block A, and being in the southeast line of that certain tract of land described by deed to Buc-ee's, Ltd., recorded under Instrument Number 2016-16069 of the Real Property Records of Denton County, and being in the southwest line of Interstate Highway 35E (IH35E), a variable width right- of-way; THENCE South 50 degrees 52 minutes 51 seconds East, with the southwest line of said IH35E, a distance of 194.06 feet to a PK Nail found in asphalt; THENCE South 56 degrees 35 minutes 29 seconds East, continuing with the southwest line of said 11435E, a distance of 1.00.50 feet to a TXDOT Mon. found for comer; THENCE South 50 degrees 52 minutes 51 seconds East, continuing with the southwest line of said IH35E, a distance of 28.34 feet to a TXDOT Mon. found for comer in the southeast line of said Lot 1, Block A and being in the northwest line of Lot 1, Block 1, Achievers Gymnastic Addition, an addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet R, Page 116 of the Plat Records of Denton County, Texas; THENCE South 38 degrees 56 minutes 00 seconds West, with the common line of said Lot 1, Block A and said Lot 1, Block 1, a distance of 20.00 feet to a point; THENCE North 50 degrees 52 minutes 51 seconds West, within said Lot 1, Block A, a distance of 27.41 feet to a point; THENCE North 56 degrees 35 minutes 29 seconds West, continuing within said Lot 1, Block A, a distance of 100.50 feet to a point; THENCE North 50 degrees 52 minutes 51 seconds West, continuing within said Lot 1, Block A, a distance of 195.00 feet to a point in the common line of said Lot 1, Block A and said Buc-ee's tract; THENCE North 38 degrees 56 minutes 00 seconds East, with the common line of said Lot 1, Block A and said Buc-ee's tract, a distance of 20.00 feet to the POINT OF BEGINNING, and containing 0.148 acres of land, more or less, and being subject to any and easements that may affect. --- 6 T 6,7 . @Yy® F 5832 rthur Surveym'g Uo Inc. Professional Land Surveyors t#0 972-2121-9439 — Fax 972-221-4675 220 Elm Street, Suite 200 — P.O. Box 54 LO-isvilic, Texas 75067— TFRN No. 10063800 Established 1986 vlww.arzhursurveyinga.com Buc-ee's, Ltd. Inst. No. 2016-16069 R.P.R.D.C.T. MOT 'V Mo n.— x NORTH 6.0 0 60 SCALE: V=60" Bearings shown hereon based on Action Carpet Addition, recorded in Cabinet N, Page 355. NOTES: ® I.R.F. = 1/2" Iron Rod Found ® I.R.S. = 1/2" Iron Rod Set with yellow can stamped "Arthur IRF Surveying Company" 4V ® P.O.B. = Point of Beginning ip.O.A. 0 00 S% MOT Lot 1, Block A n.—CM I.R.F. Action Carpet Addition .Sol Cab. iN, .355 P.R.D.C.T. (remainder) Afthur Surveying Co., Inc. Professkwal Land Surveyms (972) 221-9439 Fax: (972) 221-4675 220 Elm Street, Suite 200 — P.O. Box 54 Lewisville, Texas 75067 — TRFN NO: 10063800 Established — 1986 www.aAhursurveying.com or Mom:�� Lot 1, Block I Achievers Gyn-mastic Addition Cab. R, Pg. 116 P.R.D.C.T. EXHIBIT B 20'WATERLINE EASEMENT 0.148 acres out of the Daniel Lombard Survey, Abstract No. 784 City of Denton, Denton County, Texas —2016— City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-278, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: March 7, 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 and installation of a Supervisory Control and Data Acquisition (SCADA) hardware and software system for Denton Municipal Electric (DME) Denton Energy Center (DEC) 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 4074 -awarded to Open Systems International, Inc. (OSI) in the not -to -exceed amount of $446,331.80). The Public Utilities Board recommends approval (7-0). FILE INFORMATION Denton Municipal Electric (DME) will use the Open Systems International, Inc. (OSI) Supervisory Control and Data Acquisition (SCADA) system to monitor and control 12 engines at the Denton Energy Center (DEC). The OSI SCADA system will provide real-time system information to DME Energy Management Organization's Qualified Scheduling Entity (QSE), Plant Operations and the Electric Reliability Council of Texas (ERCOT). DME currently uses the OSI Generation Short-term Load Forecast system and the OSI Market Operations system to participate in the ERCOT regional market. DME utilizes the OSI system to meet State and Federal regulatory requirements for electric generation system operation and reliability. This OSI SCADA proposal includes hardware and software for DME's Primary and Backup operations for Energy Management Organization's QSE function, Plant Operations, a Quality Assurance System (test environment), and a Program Development System. The Quality Assurance system will provide the ability to fully document and test software updates before applying the updates to any production systems removing the risk to redundancy in the production system. The Program Development System allows simulations of DME's Plant Operations. Plant Operations personnel can be exposed to simulated real-time system indications and responses to events that let the operators practice their actions without risking the operational integrity of the actual SCADA system. This type of preplanning and training will prepare Plant Operators to respond to actual events by improving their skill level and system response time. In addition, this proposal includes consolidation of the OSI Generation Short-term Load Forecast system, the OSI Market Operations system and the OSI SCADA system. The build -out and installation of this SCADA City of Denton Page 1 of 3 Printed on 3/3/2017 povveied by I_egivt9i IN File #: ID 17-278, Version: 1 system will require six to eight months of planning and effort. It is essential for the City of Denton to keep current subscription and maintenance with the software vendor in order to ensure availability of upgrades, software fixes, and access to knowledge and support resources. The Technology Services department could not identify any local vendors that could provide the system implementation and software maintenance for the OSI SCADA system. Therefore, procuring this system and its maintenance from the above vendor is the best value for the City of Denton. Open Systems International, Inc., Inc. is the sole -source vendor for continued upgrade, support and maintenance for the SCADA software suite. Section 252.022 of the Local Government Code provides that procurement of commodities and services that are exempt from competitive bidding, if over $50,000, shall be awarded by the governing body. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On February 27, 2017, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. RECOMMENDATION Staff recommends awarding a contract to implement OSI Supervisory Control and Data Acquisition (SCADA) hardware and software system to Open Systems International, Inc. (OSI) in the amount not to exceed $446,331.80. SCADA Build -out $393,938 Base quote plus Option 42 from quote, Exhibit 1. 10% Contingency $39,393.80 Estimated Travel Costs $10,000 Estimated Freight Costs $3,000 Total $446,331.80 PRINCIPAL PLACE OF BUSINESS Open Systems International, Inc. Minneapolis, MN ESTIMATED SCHEDULE OF PROJECT This project is anticipated to be complete and operational by May 2018. FISCAL INFORMATION The cost of equipment, professional services and testing is budgeted in DME capital accounts 603996501.1355.3820 and 603966501.1355.3830. Requisition 133271 has been entered in the Purchasing software system. City of Denton Page 2 of 3 Printed on 3/3/2017 povveied by I_egist9i I;, File #: ID 17-278, Version: 1 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: Vendor Sole Source Letter Exhibit 3: Staff Memo Exhibit 4: Public Utilities Board Draft Minutes Exhibit 5: Ordinance Exhibit 6: Presentation Respectfully submitted: Ethan Cox, 349-7421 Customer Service Manager For information concerning this acquisition, contact: Melissa Kraft at 349-7823. City of Denton Page 3 of 3 Printed on 3/3/2017 povveied by I_egist9i I;, EXHIBIT 1 0101!!1711111 PRICE FORM Denton Municipal Electric Generation Management System Quote D M E2016-Q06-Rev2 Base Quote No. Description Qty Unit Price Standalone Generation Management System 1 Hardware and 3rd Party Software for monarch 1 EA $ 14,260 2 NERC CIP Related Recommended Hardware and 3rd Party Software 1 EA CFE for Medium Impact SCADA Systems Associated Engineering Services 1 EA $ 24,000 3 OSI Platform License 1 EA $ 86,000 See LOD for Details 4 OSI System GMS Software Licensing 1 EA $ 165,000 ERCOT Generation Applications including, AGC, OpenMOS, OpenECA, OpenSTLF, OpenTMS v celnse 7ranOer Di>C„(;'r E.i Ene ,1 �t.w :'; 5 Engineering and Implementation 1 EA $ 210,920 Project Management, Design, Engineering, Testing, Site Installation, Commissioning and Documentation ustomer ia,t t11) n D ..>cctf;Ent 09 ', 6 Custom Onsite Training 1 EA $ 15,000 Up to 5 days for up to 5 people 7 monarch TM Support Adder 1 EA $ 37,650 Base Total i $ 366,738 Option #1: Formal FAT 1 Engineering and Implementation 1 EA $ 21,000 Factory Acceptance Testing FAT Planning and Preparation, 1 Week of Factory Acceptance Testing at OSI, FAT Cleanup Option #1 Total $ 21,000 ` Option #2: Formal SAT 1 Engineering and Implementation 1 EA $ 27,200 Site Acceptance Testing SAT Planning and Preparation, 1 Week of Site Acceptance Testing at DME, SAT Cleanup Option #2 Total $ 27,200 Confidential Open Systems International, Inc. Denton Municpal Electric 01/30/17 EXHIBIT 1 q adalliY ' ,_. n Terms and Conditions: 1. Prices are in US Dollars and do not include Sales or usage taxes. 2. Proposed Payment Milestones: 100% Licensing and Hardware Upon Quote Acceptance Remaining Project: 25% Engineering Services Upon Quote Acceptance 25% Upon Completion of FAT 25% Upon Completion of SAT 25% Upon Project Completion with No Critical Variances 3. The pricing quoted above is valid for 120 days. 4. Prices exclude shipping costs. Applicable shipping costs will be added to invoices. 5. Software support proposed is based on OSI's monarchTM Gold Support Program. 6. Travel will be bill as incurred. 7. User Training as quoted assumes Maintenance and Software training at 061 University TM (061U) in Minneapolis, Minnesota, and Operator Training on site at DME's facilities. 8. Project schedule is assumed to be a 6-8 month project schedule from project kickoff to cutover. 9. All database and display building and maintanance is the responsibility of DME. 10. Quote assumes DME is responsible for procurement, setup, and configration of firewalls and Corperate switches as seen on the System Configuration Diagram. 11. Quote assumes DME will have dedicated personnel assigned to assist in the installation and implementation effort. 12. DME shall provide all relevant system information required for the work as needed (i.e. databases, displays, networking information, etc.). 13. Quote assumes all interfaces to other 3rd party systems and all external communications to field devices are setup and configured by DME. 14. Quote assumes [CUSTOMER] will provide high-speed remote access to server and console hardware if needed (VPN, Remote Desktop Connection, etc.). Dial-up modem connections are insufficient. 15. SOE data and multiple change of state alarms will not be required of data received via ICCP. 16. Labor to build up to six (6) new displays is included within scope quoted. All remaining displays will consist of displays and databases that already exist on DME's existing monarch system. Labor to configure displays and databases in addition to this is excluded from quote. 17. Quote assumes the Wartsila SCADA system supports an OPC DA interface. Other versions of OPC such as UA are not supported. Open Systems International, Inc. Confidential Denton Municpal Electric 2/6/2017 EXHIBIT 1 q adalliY ' ,_. n OSI Standard Terms and Conditions: 1. Travel costs are not included in this quote. All travel and associated administrative costs will be billed as incurred. 2. All quoted prices are in US Dollars ($), unless otherwise noted. 3. OSI will schedule all work upon receipt of the purchase order subject to OSI's resource availability. 4. Unless otherwise stated, Customer shall pay all applicable shipping. 5. Training, if applicable, will be provided at OSI's facility, unless otherwise agreed. 6. Quoted price does not include applicable taxes. 7. Customer shall provide all relevant system information required for the work as needed (i.e. databases, displays, reports, IP addresses, networking information, RTU channel information, etc.) and shall be responsible for all delays caused by Customer's failure to do so in a timely manner. 8. Unless otherwise stated, Customer will have dedicated personnel available to assist OSI in the work. 9. OSI does not guarantee that third -party goods will be available at time of quote acceptance. If third party goods are not available, upon Customer's authorization, OSI will provide suitable replacements and bill any resulting cost differences to the Customer. Failure to timely authorize replacements may result in delays and/or need to re -quote. 10. When applicable, Customers subscribing to Gold or above Support Plans may be entitled to new software version updates without charge. With the exception of Diamond Plan subscribers, the Customer will be responsible to pay for any engineering services required to implement the software upgrades. 11. Unless otherwise agreed and quoted, Customer is responsible for all preparations for OSI's installation of software, hardware or services and any post -installation compatibility testing and compliance issues. 12. Customer will provide adequate environmental and power conditions onsite, unless otherwise stated. 13. Cutover is defined as the quoted functionality being operational with no outstanding critical incidents. 14. Any Quote(s) for system upgrade services require(s) that at the time of actual implementation Customer has a valid premium monarch TM Support plan which includes software upgrade privileges and that the system size or scope does not change dramatically between the issuance of the quote and implementation of the service. 15. Customer Furnished Hardware and Software: Customer shall provide all required third - party equipment and software ("CFE") for the Project except for the OSI -provided equipment identified in this quote. Customer shall be responsible to timely deliver all CFE to OSI in compliance with the mutually agreed upon Project Schedule for integration with the OSI software. Customer shall pay all shipping and insurance costs both to and from OSI and shall be responsible for all CFE warranties. 16. Export Controls: Open Systems International, Inc. Confidential Denton Municpal Electric 2/6/2017 EXHIBIT 1 q adalliY ' ,_. n 16.1. Customer represents: It is not a citizen, national, or resident of, and is not under control of, the government of Cuba, Iran, Sudan, Libya, North Korea, Syria, nor any country to which the United States has prohibited export and that it is not listed on the United States Department of Treasury lists of Specially Designated Nationals, Specially Designated Terrorists, and Specially Designated Narcotic Traffickers, nor are you listed on the United States Department of Commerce Table of Denial Orders. 16.2. Customer agrees that it will not export or re-export the Product(s), directly or indirectly, to the above mentioned countries nor to citizens, nationals or residents of those countries nor to any entity so listed on any of the above mentioned lists. 16.3. Customer agrees that it will not use the Product(s) for, and will not allow the Product(s) to be used for the development, design, manufacture or production of nuclear, chemical or biological weapons of mass destruction. 16.4. The requirements of (b) and (c) above apply to all Product(s) purchased or licensed to Customer from OSI whether included in this quote or purchased or licensed previous Notice: OSI's quote is based upon Customer's acceptance of all applicable Terms and Conditions. Requests for additions to, deletions of, or different Terms and Conditions, may require a revised quote and/or additional costs or schedule delays. Confidential Open Systems International, Inc. Denton Municpal Electric 2/6/2017 0S I October 6, 2016 EXHIBIT 2 mommwmuno 51=1 r Michael Aukerman Security Compliance Supervisor Denton Municipal Electric City of Denton Purchasing Department 1659 Spencer Road Denton, TX76205 RE: Certification of Unique Service Capabilities Dear Mr. Aukerman: I am the Contract Manager and Legal Counsel for Open Systems International, Inc. ("OSI") and as such your request for sole source information has been referred to me. OSI hereby certifies, represents and agrees as follows: 1) OSI is the sole producer and provider of all monarch TM products and related services and owns all rights, title and interests in the monarch products. 2) No other party is able or authorized by OSI to provide specific services in relation to our proprietary monarch software as this is only produced and maintained by OSI. 3) Denton Municipal Electric ("DME") is receiving a fair price comparable to that offered to our entire customer base with equivalent volume of software and support purchased. If you have any questions, please feel free to contact me at (763) 551-0559. Best regards, Ken Hall Contract Manager/Legal Counsel Open Systems International 4101 Arrowhead Drive, Medina, Minnesota 55340 Phone: (763) 551-0559 Fax: (763) 551-0750 Email: ContractManagement@osii.com httpalwww.osii.com EXHIBIT 3 k") 1,% IC03 :Z%'�,a J) DATE: March 7, 2017 TO: Elton Brock, Purchasing Manager CC: Bryan Langley, Assistant City Manager FROM: Melissa Kraft, Chief Technology Officer SUBJECT: Single -Sole Source Request — Open Systems International, Inc. (OSI) Denton Municipal Electric (DME) utilizes the Supervisory Control and Data Acquisition (SCADA) system to monitor and control electric substations with distribution and transmission equipment. DME operates the generation short-term load forecast and market operations system to efficiently participate in the ERCOT regional market. DME uses the SCADA system to meet State and Federal regulatory requirements for electric system operation and reliability, as well as making business decisions for buying and selling electricity. The SCADA system was originally purchased from Open Systems International, Inc. (OSI) in November of 2008 and the last upgrade was completed in 2013. This proposal includes hardware and additional software for the Primary and Backup operations for Energy Management Organization's Qualified Scheduling Entity (QSE) function, a Quality Assurance System (test environment) and a Program Development system. This includes a new SCADA system for the Denton Energy Center to control 12 engines. Additionally, this upgrade will provide added capabilities to Energy Management Organization's QSE function to support them in making Market decisions. It is essential for the City of Denton to keep current subscription and maintenance with the software vendor in order to ensure availability of upgrades, software fixes, and access to knowledge and support resources. The Technology Services department could not identify any local vendors that could provide software maintenance or upgrade for this application. OSI, Inc is the sole producer and provider of all monarch products and related services and owns all rights, title and interests in the monarch products. No other party is able or authorized by OSI to provide specific services in relation to their proprietary monarch software as this is only produced and maintained by OSI. "Dedicated to Quality Service" www.cityofdenton.com 2 3 4 5 6 7 8 9 10 EXHIBIT 4 DRAFT MINUTES PUBLIC UTILITIES BOARD Monday, February 27, 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 27, 2017 at 9:00a.m. in the Service Center Training Room at the City of Service Center, 901 A Texas Street, Denton, Texas. Present 11 12 13 Ex Officio 14 Members: Chair Randy Robinson, Vice Chair Susan Parker, Barbara Russell, Lilia Bynum, Charles Jackson, Brendan Carroll, and Allen Bishop Howard Martin, ACM Utilities 15 16 OPEN MEETING 17 18 INDIVIDUAL CONSIDERATION 19 20 C. PUB17-049 —Consider recommending adoption of an ordinance awarding a contract to install 21 Supervisory Control and Data Acquisition (SCADA) hardware and software system for 22 Denton Municipal Electric (DME) Denton Energy Center (DEC); providing for the 23 expenditure of funds therefor; and providing an effective date (File 4074 SCADA System 24 installation for Denton Municipal Electric awarded to Open Systems International (OSI)). 25 26 Melissa Kraft gave this presentation beginning with the definition of SCADA. SCADA is used 27 to monitor and control a plant or equipment in industries such as energy, water and waste control, 28 oil and gas refining, and transportation, has been used since 1960. It is a computer system that 29 gathers data in real-time from remote locations in order to control equipment and conditions. 30 31 It is required for the operation of the Denton Energy Center (DEC). The requested amount is 32 already included in the total DEC budget. It gathers and sends information and plant status to 33 ERCOT. It is necessary for the Energy Management Organization (EMO) to participate in the 34 ERCOT market. It will also help the EMO make fiscal decisions by using integrated forecasting 35 software and in-depth reporting. This is an add-on module to what is currently being used. 36 37 Kraft then went over the vendor information which is Open Systems International. DME has 38 used this vendor since 2008. There is a significant discount because it is the current vendor that 39 is used for transportation, distribution, and generation. 40 41 Next steps include consideration from Council on March 7. Upon Council approval, award 42 contract and begin build -out of Denton Energy Center SCADA system. This project will be 43 completed and operational by May 2018. 44 45 Staff is recommending approval of a contract to Open System International. 46 47 Parker asked what kind of integration issues would DME have if they did go with another 48 vendor. Kraft answered it would require quite a bit of funding. SCADA systems are proprietary 49 in nature. This vendor has been used for transportation and distribution as a result the current 50 vendor gave $169,000 credit to the project since some of the licensing is in place. It also gives 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 EXHIBIT 4 the opportunity to consolidate some of the equipment and hardware. If a completely different SCADA vendor was used completely separate hardware, equipment, integrations, and circuits would have to be used. Parker then asked about cyber security around it. Kraft answered the cyber security is built in as part of the project. There will also be a test environment so patches can be tested to minimize risks. SCADA requires no later than 30 day from when a patch is released, it has to be installed. Robinson asked if there are any open issues with both systems. Kraft answered they have been excellent to work with, very responsive and a leading manufacturer. Board Member Bynum motioned to approve item D. There was a second by Board Member Russell. Vote 7-0 approved. Adjournment 10:32 a.m. EXHIBIT 5 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A CONTRACT FOR THE ACQUISITION AND INSTALLATION OF A SUPERVISORY CONTROL AND DATA ACQUISITION (SCADA) HARDWARE AND SOFTWARE SYSTEM FOR DENTON MUNICIPAL ELECTRIC (DME) DENTON ENERGY CENTER (DEC) 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 4074 -AWARDED TO OPEN SYSTEMS INTERNATIONAL, INC. (OSI) IN THE NOT -TO -EXCEED AMOUNT OF $446,331.80). 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 MM TNT 4074 Open Systems International, Inc. $446,331.80 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 EXHIBIT 5 library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids. SECTION 3. The acceptance and approval of the above items shall not constitute a contract between the City and the person submitting the quotation for such items until such person shall comply with all requirements specified by the Purchasing Department. 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 4074 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 BY: `mr—_ a EMi ISI F; X I E V c ff i I IR V V w W •® ,� U4 .� •� o •� 14 U4 4.4 V 4.4 Cd 4.4 4.4 c2 • ~ 4� '�" MF I, ra c� O � U . Py � b.A � U U O � ® M W � U it U _O 0 A, 2 J City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-291, Version: 1 Legislation Text AGENDA INFORMATION SHEET AGENDA DATE: March 7, 2017 DEPARTMENT: Parks and Recreation DCM: Bryan Langley SUBJECT Consider a request for an exception to Section 17-20 (d) of the Noise Ordinance for the purpose of hosting the Ashes 420 Festival, a music festival hosted by Ashes Smoke Shop. The event will be held in the parking lot at 420 S. Carroll Blvd., on Thursday, April 20, 2017, from 11 a.m. to midnight. An exception is specifically requested to increase sound levels from 70 to 75 decibels, and for an extension of hours from 10 p.m. to midnight. BACKGROUND This is the third year Ashes Smoke Shop has hosted the festival in Denton. The 2017 event includes vendor booths and live music featuring several local performing artists. The festival supports Denton's artistic culture. Serve Denton and Playworks are being reached out to as the charities they would like to support. In 2016, the festival reported a total attendance of approximately 1,500, and anticipates increased attendance for the 2017 event. RECOMMENDATION During the 2016 festival, the Police Department received seven citizen complaints regarding the noise, and instructed the band to stop playing at l 1p.m. After consulting with the Police Department and reviewing the proximity of this festival to multi -family housing, Parks and Recreation does not recommend approval of the noise exception request for the 2017 Ashes 420 Festival. PRIOR ACTION/REVIEW (Council, Boards or Commissions) The past two years, the event organizers submitted the application for a special event but is the first time the event organizer have requested an exception to the noise ordinance. 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 EXHIBITS 1. Request Letter from Ashes Smoke Shop City of Denton Page 1 of 2 Printed on 3/3/2017 povveied by I_egivt9i IN File #: ID 17-291, Version: 1 2. Excerpt from Noise Ordinance 3. Map of area Respectfully submitted: Emerson Vorel, Director Parks and Recreation Prepared By: Janie McLeod Community Events Coordinator City of Denton Page 2 of 2 Printed on 3/3/2017 povveied by I_egist9i I;, Exhibit 1 Ashes Denton 420 5 Carroll Blvd. #105 Denton, Texas 76201 John Cross / Alissa Hitchings To: Denton City Council c/o Janie Mcleod Re: Noise Exception 4/20/17 To All: We are requesting an exception to the noise ordinance in support of an outdoor amplified music festival we have planned in Denton. The festival will be supporting our artistic culture and one or more local charities. Our plan is to sell event tee shirts to cover our cost of the shirts and verifiably fund one or more of the charities. The location of the event is at 420 5. Carroll Blvd in Denton. This will be our third year to host the event. Our headcount last year exceeded 1500 people. The musical bands will begin performances outdoors (in our private parking lot) on a raised performance stage at 1 1A on Apri120, 2017. The last musical band is scheduled to begin performing at 11 PM that same day, concluding before 12AM. We are supporting several local businesses in Denton County. They are setting up booths to provide both entertainment and education. While we do not plan to exceed the standard 65dBA, we would like to ask for a variance of 75dBA at 100 feet just in case. It's only one day a year, and we believe we can both fund one or more charities and increase sales tax revenue for the City of Denton. Based on previous year's numbers, we expect to generate 4X our typical daily sales tax obligation on this day. To date, our verifiable sales tax dollars since May 2014 exceed $150k. ` 'ner /Mechanical Engineer, ABET 9-684-9449 940-381-1010 ORDINANCE NO. 2010-132 ARTICLE II. NOISE AND ODORS Sec. 17-20. Noise. Exhibit 2 (a) Declaration of intent. It is hereby declared to be the policy of the City to minimize the exposure of citizens to the potential physiological and psychological harm of excessive noise and to protect, promote, and preserve the public health, comfort, convenience, safety, and welfare. It is the express intent of the City Council to control the level of noise in a manner that promotes commerce; protects the sleep and repose of citizens; promotes the use, value, and enjoyment of property; and preserves the quality of the environment. (c) General noise violations. (1) It shall be unlawful for a person to make or cause any unreasonably loud or disturbing noise, which causes material distress, discomfort or injury to persons of ordinary sensibilities in the immediate vicinity thereof. (2) I t shall be unlawful for any person to make or cause any noise of such character, intensity and continued duration as to substantially interfere with the comfortable enjoyment of private homes by persons of ordinary sensibilities. (3) The following acts, among others, are declared to be noise nuisances in violation of this Chapter, but such enumeration shall not be deemed to be exclusive: a. The playing of any phonograph, television, radio, or any musical instrument in such manner or with such volume, so as to be clearly audible to a person in a residence the person playing the instrument does not have the right to occupy, and 1. During the daytime, measure more than 65 dba on the A - weighting scale on an approved sound -level meter at more than 50 feet from the source; or 2. During the nighttime, measure more than 65 dba on the A - weighting scale on an approved sound -level meter at more than 50 feet from the source; or 3. During the daytime, in a multi -family dwelling, measure more than 50 dba on the A -weighting _ghting scale on an approved sound -level meter in any adjacent unit, or 4. During the nighttime, in a multi -family dwelling, be clearly audible within any unit that is not the source of the sound. b. The use of any stationary loudspeaker, amplifier, musical instrument, or sound amplifying equipment in such a manner or with such volume so as to be clearly audible to a person in a residence the person using the instrument does not have the right to occupy, and 1. During the daytime, be of such intensity and volume so as to measure more than 65 dba on the A -weighting scale on a sound - level measuring device at more than 50 feet from the source; or 2. During the nighttime, be of such intensity and volume so as to measure more than 65 dba on the A -weighting scale on a sound - level measuring device at more than 50 feet from the source; or 3. During the daytime, in a multi -family dwelling, measure more than 50 dba on the A -weighting scale on an approved sound -level meter in any adjacent unit; or 4. During the nighttime, in a multi -family dwelling, be clearly audible within any unit that is not the source of the sound; or 5. At any time on Sunday. Provided, however, that the City Council may make exceptions upon application for sound levels or hours of operation when the public interest will be served thereby. c. The creation of vibration or bass reverberations at any time that is perceptible inside a complaining person's residence, through the sense of touch, or through visual observation of moving objects, or through the sense of hearing. (d) Outdoor music festivals. At any outdoor music festival, it shall be unlawful for anypersonor group sponsoring the event to make, cause, allow, or permit any noise that: (1) Exceeds 70 dba on an approved sound -level meter when measured at the established perimeter of the event. (2) Provided, the City Council may make exceptions upon application for sound levels or hours of operation when the public interest will be served thereby. City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: Al 6-0004a, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services CM/ACM: Todd Hileman DATE: March 7, 2017 SUBJECT Hold the first of two public hearings for annexation of an approximately 4.7 acres of land, 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. 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, and the property 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 schedule for this annexation is as follows: • February 21, 2017 - City Council meeting setting the Pt and 2nd public hearing dates and authorizing the publication of notice of the public hearings - Complete • March 7, 2017 - Pt Public Hearing City of Denton Page 1 of 3 Printed on 3/3/2017 povveied by I_egivt9i IN File #: Al 6-0004a, Version: 1 • 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 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. February 21, 2017, the City Council adopted an ordinance setting the I" and 2nd public hearing dates and authorizing the publication of notice of the public hearings. 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: growth EXHIBITS 1. Location Map 2. Zoning Map 3. Draft Ordinance Economic Development 3.1 Develop targeted policies and incentives to achieve desired economic Respectfully submitted: Munal Mauladad City of Denton Page 2 of 3 Printed on 3/3/2017 povveied by I_egist9i I;, File #: Al 6-0004a, Version: 1 Director of Development Services Prepared by: Ron Menguita, AICP Long Range Planning Administrator City of Denton Page 3 of 3 Printed on 3/3/2017 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 ANNEXING APPROXIMATELY 4.7 ACRE OF LAND, GENERALLY LOCATED NORTH OF RYAN ROAD, WEST OF FM 2181 (TEASLEY LANE) AND LAKE FOREST GOOD SAMARITAN VILLAGE, AND EAST OF COUNTRY CLUB ROAD, MORE SPECIFICALLY DESCRIBED IN EXHIBIT "A" AND ILLUSTRATED IN EXHIBIT "B"; PROVIDING FOR A CORRECTION TO THE CITY MAP TO INCLUDE THE ANNEXED LANDS; PROVIDING FOR A SAVINGS CLAUSE AND AN EFFECTIVE DATE. 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, two public hearings were held with the City Council on March 7, 2017, and March 21, 2017, which were noticed in accordance with Section 43.063, of the Texas Local Government Code; and WHEREAS, the City has prepared a service plan for the area to be annexed in accordance with Tex. L,oc. Gov't Code section 43.056 providing full municipal services to such area; and WHEREAS, annexation proceedings were instituted for the property described herein and the first reading of the ordinance was conducted at the City Council meeting on April 11, 2017; and WHEREAS, this ordinance has been published in full one time in the official newspaper of the City of Denton after annexation proceedings were instituted and thirty days prior to City Council taking final action, as required by the City Charter; and WHEREAS, a second reading of the ordinance and final action on the annexation was taken at the City Council meeting on May 16, 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; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The land described and depicted in Exhibit A and Exhibit B, attached hereto and incorporated herein by reference, is annexed to the City of Denton, Texas. SECTION 2. A service plan prepared in accordance with applicable provisions of state law pertaining to annexation is attached hereto as Exhibit C and made a part hereof for all intents and purposes. SECTION 3. The newly annexed property shall be included within the corporate limits of the City of Denton, Texas, thereby extending the City's corporate limits and granting to all the inhabitants of the newly annexed property all of the rights and privileges of other citizens and binding the inhabitants to all of the ordinances, resolutions, acts, and regulations of the City. A copy of this Ordinance shall be filed in the real property records of the Denton County Clerk and with the Denton County Appraisal District. SECTION 4. The City Manager is hereby authorized and directed to immediately correct the map of the City of Denton by adding thereto the additional territory annexed by this Ordinance, indicating on the map the date of annexation and the number of this Ordinance, and the ETJ resulting from such boundary extensions. SECTION 5. Should any paragraph, section, sentence, phrase, clause, or word of this Ordinance be declared unconstitutional or invalid for any reason, the remainder of this Ordinance shall not be affected thereby. SECTION 6. This ordinance shall be effective immediately upon its passage. PASSED AND APPROVE -'D 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: XMIM01 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. Poultalier 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 comer 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 comer 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 comer of said Denton city limits established by Ordinance 2001090 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 comer 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 comer 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, 1973017 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. DRAFT CITY OF DENTON SERVICE PLAN A16-0004 Andrus Property I. AREA ANNEXED The area to be annexed includes approximately 4.7 acres of land contained within the City of Denton's Extraterritorial Jurisdiction (ETJ), Division 1. The proposed annexation contains one tract and one property owner. II. INTRODUCTION This service plan has been prepared in accordance with the Texas Local Government Code, Sections 43.021; 43.065; and 43.056(b) -(o) (Vernon 2008, as amended). Municipal facilities and services to the annexed area described above will be provided or made available on behalf of the City of Denton in accordance with the following plan. The City of Denton shall provide the annexed tract the levels of service, infrastructure, and infrastructure maintenance that are comparable to the levels of service, infrastructure, and infrastructure maintenance available in other parts of the City of Denton with similar topography, land use, and population density. III. AD VALOREM (PROPERTY OWNER) TAX SERVICES A. Police Protection Police protection from the City of Denton Police Department shall be provided to the annexed area at a level consistent with current methods and procedures presently provided to similar areas on the effective date of the ordinance. Some of these services include: 1. Normal patrols and responses; 2. Handling of complaints and incident reports; 3. Special units, such as traffic enforcement, investigations and special weapons; and 4. Coordination with other public safety support agencies. As development commences in this area, sufficient police protection, including personnel and equipment will be provided to furnish this area with the level of police services consistent with the characteristics of topography, land utilization and population density of the area. Upon ultimate development, police protection will be provided at a level consistent with other similarly situated areas within the city limits. B. Fire Protection The Denton Fire Department will provide emergency and fire prevention services to the annexed area. These services include: 1. Fire suppression and rescue; 2. Pre -hospital medical services including triage, treatment and transport by Advanced Life Support (ALS) fire engines, trucks and ambulances; 3. Hazardous materials response and mitigation; 4. Emergency prevention and public education efforts; 5. Technical rescue response; and 6. Construction plan review and required inspections. Fire protection from the City of Denton shall be provided to the annexed area at a level consistent with current methods and procedures presently provided to similar areas of the City of Denton on the effective date of the ordinance. As development commences in this area, sufficient fire protection, including personnel and equipment will be provided to furnish this area with the level of services consistent with the characteristics of topography, land utilization and population density of the area. It is anticipated that fire stations planned to serve areas within the City of Denton will be sufficient to serve the area now being considered for annexation. Upon ultimate development, fire protection will be provided at a level consistent with other similarly situated areas within the city limits. C. Emeraeney Medical Service The Denton Fire Department will provide the following emergency and safety services to the annexed area. These services include: 1. Emergency medical dispatch and pre -arrival First Aid instructions; 2. Pre -hospital emergency Advanced Life Support (ALS) response; and transport; 3. Medical rescue services. Emergency Medical Services (EMS) from the City of Denton shall be provided to the annexed area at a level consistent with current methods and procedures presently provided to similar areas of the City of Denton on the effective date of the ordinance. As development commences in this area, sufficient EMS, including personnel and equipment will be provided to furnish this area with the level of services consistent with the characteristics of topography, land utilization and population density of the area. Upon ultimate development, EMS will be provided at a level consistent with other similarly situated areas within the city limits. D. Solid Waste 2 Solid Waste and Recycling Collection Services will be provided to the newly annexed property immediately upon the effective date of the annexation at a level consistent with current methods and procedures presently provided to similar areas within the city. Private solid waste collection service providers operating in the affected area immediately prior to annexation and currently providing customers with service, may continue to provide their existing service for up to 2 years in accordance with Texas Local Government Code. E. Wastewater Facilities The proposed annexation area is within the City of Denton Sewer Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 20072 as issued by the Texas Commission on Environmental Quality (TCEQ). As development commences in this area, sanitary sewer mains will be extended in accordance with the provisions of the City's codes, ordinances and regulations. City participation in the costs of these extensions shall be in accordance with applicable City ordinances and regulations. Capacity shall be provided consistent with the characteristics of topography, land utilization, and population density of the area. Sanitary sewer mains and lift stations installed or improved to City standards within the annexed area which are located within dedicated easement, rights-of- way, or any other acceptable location approved by the City Engineer, shall be maintained by the City on the effective date of this ordinance. Operation and maintenance of wastewater facilities in the annexed area that are within the service area of another wastewater utility will be the responsibility of that utility. Operation and maintenance of private wastewater facilities in the annexed area will be the responsibility of the owner. F. Water Facilities The proposed annexation area is within the City of Denton Water Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 10195 as issued by the Texas Commission on Environmental Quality (TCEQ). Connections to existing City of Denton water distribution mains for water service will be provided in accordance with existing City ordinances and policies. Upon connection to existing distribution mains, water service will be provided at rates established by city ordinance. As new development occurs within this area, water distribution mains will be extended in accordance with Denton's Codes, ordinances and utility service policies. City participation in the costs of these extensions shall be in accordance with Denton's codes and ordinances. Water service capacity shall be provided consistent with the characteristics of topography, land use and population density of the area. 3 Operation and maintenance of water facilities in the annexed area that are within the service area of another water utility will be the responsibility of that utility. Existing developments, businesses or homes that are on individual water wells or private water systems will be allowed to continue to remain on these systems until a request for water service is made to the City. These requests for service will be handled in accordance with the applicable utility service line extension and connection policies currently in place at the time the request for service is received. G. Roads and Streets Emergency street maintenance shall be provided within the annexation area on the effective date of the applicable ordinance of acceptance. Routine maintenance will be provided within the annexation area and will be scheduled as part of the City's annual program and in accordance with the current policies and procedures defined by the ordinance and/or as established by the City Council. Any construction or reconstruction will be considered within the annexation area on a City wide basis and within the context of the City's CIP and/or yearly fiscal budgetary allotments by the City Council. Roadway signage and associated posts will be replaced in priority of importance starting with regulatory signs, then warning signs, then informational signs and in conformance with fiscal allotments by the City Council. All exiting signs will be reviewed for applicability and based upon an engineering study. New signs will be installed when necessary and based upon an engineering study. Routine maintenance of road/street markings will be placed on a priority listing and scheduled within the yearly budgetary allotments by the City Council. H. Parks, Playgrounds, Swirnrnin Pools Residents within the annexed area may utilize all existing park and recreation facilities, on the effective date of this ordinance. Fees for such usage shall be in accordance with current fees established by ordinance. As development commences in this area, additional park and recreation facilities shall be constructed based on park policies defined in the Park Master Plan and as specified in the Park Dedication and Development Ordinance. The general planned locations and classifications of parks will ultimately serve residents from the current City limits and residents from the area being considered for annexation. I. Publicly Owned Facilities Any publicly owned facility, building, or service located within the annexed area, and not otherwise owned or maintained by another governmental entity, shall be maintained by the City of Denton on the effective date of the annexation ordinance. J. Other Services Other services that may be provided by the City of Denton, such as municipal and general administration will be made available on the effective date of the annexation ordinance. The City of Denton shall provide level of services, infrastructure, and infrastructure maintenance that is comparable to the level of services, infrastructure, and infrastructure maintenance available in other parts of the City of Denton with topography, land use, and population density similar to those reasonably contemplated or projected in the area. III. UNIFORM LEVEL OF SERVICES IS NOT REQUIRED Nothing in this plan shall require the City of Denton to provide a uniform level of full municipal services to each area of the City, including the annexed area, if different characteristics of topography, land use, and population density are considered a sufficient basis for providing different levels of service. IV. TERM This service plan shall be valid for a term of ten (10) years. Renewal of the service plan shall be at the discretion of City Council. V. AMENDMENTS The service plan may be amended if the City Council determines at a public hearing that changed conditions or subsequent occurrences make this service plan unworkable or obsolete. The City Council may amend the service plan to conform to the changed conditions or subsequent occurrences pursuant to Texas Local Government Code, Section 43.056. I