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HomeMy WebLinkAbout2017-05-23 Agenda with BackupTuesday, May 23, 2017 City of Denton Meeting Agenda City Council City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com 2:00 PM Work Session Room & Council Chambers After determining that a quorum is present, the City Council of the City of Denton, Texas will convene in a Work Session on Tuesday, May 23, 2017 at 2:00 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 Mav 23, 2017. 3. Work Session Reports A. ID 17-567 Attachments: B. ID 17-491 Attachments: C. ID 17-607 Receive a funding recommendation report from the Community Development Advisory Committee (CDAC) and the Human Services Advisory Committee (HSAC). Hold a discussion and give staff direction regarding these activities as they are proposed in the 2017 Action Plan for Housing and Community Development. Exhibit 1 - CDAC 2017-18 Recommendations Exhibit 2 - HSAC 2017-18 Recommendations Exhibit 3 - Human Svcs Funding History Exhibit 4 - Draft 2017 18 Action Plan Receive a report, hold a discussion and give staff direction regarding the use of the Prescott property at US 380 and Virginia Street, which is currently owned by Denton Municipal Electric. Exhibit 1 -March 7 AIS Exhibit 2 -Response Map and Workload Measure Exhibit 3 -Tract and Trail Extension Exhibit 4-DCTA Presentation Exhibit 5 -Floodplain Study and Map Exhibit 6-Minao Road Level of Service Exhibit 7 -Current and Future Land Use Exhibit 8 -Presentation Receive a report, hold a discussion, and give staff direction regarding park turf maintenance and reforestation of parks. City ofDenton Page 1 Printed on 511912017 City Council Meeting Agenda May 23, 2017 Attachments: Exhibit 1 - Park Acreage by Maintenance Classification Exhibit 4.docx Exhibit 2 - Class A and B Exhibit 3 - Class C and D Exhibit 4 - PowerPoint 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: A. ID 17-649 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 Jeremiah Fisher Survey, Abstract No. 421 and the Stephen Hembrie Survey, Abstract No. 643, Denton County, Texas, and generally located in the 3400 and 3900 blocks of Teasley Lane, 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. (FM 2181 Utility Relocations Project - Meredith - Parcel 17 & VMY Properties, LLC - Parcel 37) 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. Special Called Meeting of the City of Denton City Council at 6:30 p.m. in the Council Chambers at City Hall, 215 E. McKinney Street, Denton, Texas 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 City ofDenton Page 2 Printed on 511912017 City Council Meeting Agenda May 23, 2017 indivisible." 2. PROCLAMATIONS/PRESENTATIONS A. ID 17-652 Mental Health Awareness Month 3. PRESENTATION FROM MEMBERS OF THE PUBLIC A. Review of procedures for addressing the City Council. B. Receive Scheduled Citizen Reports from Members of the Public. 1. ID 17-647 B.C. Groves regarding the Police Department's refusal to take her complaint. 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 — J). 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 — J 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 17-604 Consider approval of a resolution of the City Council of the City of Denton nominating Mayday Manufacturing Co. to the Office of the Governor, Economic Development and Tourism ("OOGEDT") through the Economic Development Bank ("the Bank") as an Enterprise Project ("Project"); and providing an effective date. Attachments: Exhibit 1 - Mayday Enterprise Zone Nominating Resolution B. ID 17-617 Consider adoption of an ordinance of the City of Denton Authorizing an agreement between the City of Denton, Texas and Denton Supportive Housing Pilot, at United Way of Denton County, Inc., for the purpose of care packages; authorizing the expenditure of funds; and providing for an effective date. ($200) Attachments: Exhibit 1- Ordinance and Agreement C. ID 17-627 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 Komatsu equipment repair services for the City of Denton Fleet Services department; and providing an effective date (File 6437 -awarded to Kirby -Smith Machinery in the three (3) year not -to -exceed amount of $380,000). City ofDenton Page 3 Printed on 511912017 City Council Meeting Agenda May 23, 2017 Attachments: Exhibit 1 -Kirby Smith Repair Rate Exhibit 2 -Buy Board Contract Exhibit 3 -Ordinance D. ID 17-629 Attachments: E. ID 17-630 Attachments: F. ID 17-631 Attachments: G. ID 17-638 Attachments: H. ID 17-645 Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the rental of vans for the City of Denton Parks programs; providing for the expenditure of funds therefor; and providing an effective date (RFP 6433 -awarded to CAPPS Rent A Car, Inc. in the three (3) year not -to -exceed amount of $165,000). Exhibit 1 -Evaluation and Ranking Sheet Exhibit 2 -Ordinance Exhibit 3 -Signed Contract Consider adoption of an ordinance accepting competitive proposals and awarding a contract for pavement markers installation for the City of Denton Traffic Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 6358 -awarded to Striping Technology, LP in the three (3) year not -to -exceed amount of $1,500,000). Exhibit 1 -Evaluation anf Rankina Sheet Exhibit 2 -Ordinance Exhibit 3 -Contract Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the purchase of electric utility transformer pads 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 6403 -awarded to Anixter, Inc. in the three (3) year not -to -exceed amount of $230,000). Exhibit 1 -Evaluation and Ranking Sheet Exhibit 2 -Ordinance Exhibit 3 -Contract Consider adoption of an ordinance of the City of Denton, Texas, authorizing the approval of a Sixth Amendment to a contract with Oriental Building Services, Inc., for the supply of janitorial services, along with Amendments 1-5, which was originally approved on November 19, 2013, in the amount of $1,743,714, in order to extend the term of the contract to September 30, 2017 and provide an additional expenditure of funds for that purpose, pursuant to the change order provisions of the Tex. Loc. Gov't Code Sec. 252.048; and providing an effective date. (RFP 5317 -providing for an additional expenditure amount of $250,000, for a total contract award of $1,993,714). Exhibit 1 -Original Contract Exhibit 2 -Ordinance Exhibit 3 -Sixth Amendment to Contract Consider approval of a resolution by the City of Denton, Texas ("City"), approving a change in the rates of Atmos Energy Corporation, Mid -Tex Division ("Atmos") as City ofDenton Page 4 Printed on 511912017 City Council Meeting Agenda May 23, 2017 a result of a settlement between Atmos and the Atmos Texas Municipalities ("ATM") under the rate review mechanism; finding the rates set by the attached tariffs to be just and reasonable; finding that the meeting complied with the Open Meetings Act; declaring an effective date; and requiring delivery of the resolution to the company and legal counsel; and providing an effective date. Attachments: Atmos -Approving a change in rates.pdf Atmos 2017 map L ID 17-648 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 hereto and made a part hereof as Exhibit "A," for the purchase price of One Hundred Sixty -Three Thousand Six Hundred Twenty -Four Dollars and No Cents ($163,624.00), and other consideration, as prescribed in the Agreement by and between the City and VMY Properties, LLC providing for the granting to the City of a water and sanitary sewer easement, encumbering a 0.1279 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, said easement tract being in the Stephen Hembrie Survey, Abstract No. 643, generally located in the 3900 block of Teasley Lane; authorizing the expenditure of funds, providing a savings clause; and providing an effective date. (FM 2181 Utility Relocations Project - Parcel 37) Attachments: Exhibit 1 - Location Map - Parcel 37 VMY Exhibit 2 - Site Map - Parcel 37 VMY Exhibit 3 - Ordinance - Parcel 37 - VMY Easement Purchase Agreement J. ID 17-662 Consider approval of the minutes of May 2, 9, and 16, 2017. Attachments: Exhibit 1 - May 2, 2017 Minutes Exhibit 2 - May 9. 2017 minutes Exhibit 3 - May 16, 2017 minutes 5. ITEMS FOR INDIVIDUAL CONSIDERATION — CONSIDERATION OF THE USE OF EMINENT DOMAIN TO CONDEMN REAL PROPERTY INTERESTS A. ID 17-635 Consider adoption of an ordinance of the City of Denton ("City") finding that a public use and necessity exists to acquire fee simple title to a 1.656 acre tract of land situated in the Alexander Hill Survey, Abstract No. 623, City of Denton, Denton County, Texas ("Property Interests"), for the expansion, construction, maintenance, operation, and improvement of electrical transmission lines, facilities and structures, including substations; authorizing the City to acquire the Property Interests by either agreement or through the use of the power of eminent domain; authorizing the use of power of eminent domain to condemn the Property Interests if an agreement cannot be reached; authorizing the expenditure of funds; making findings; providing a savings clause and an effective date. [Eagle Substation] City ofDenton Page 5 Printed on 511912017 City Council Meeting Agenda May 23, 2017 Attachments: Eagle Substation Ordinance.pdf Location Map.pdf Eagle Substation Motion.pdf Eagle Appraisal.pdf Eagle Substation 20170523.pdf 6. ITEMS FOR INDIVIDUAL CONSIDERATION A. A16 -0004d Attachments: B. A17-0001 Attachments: C. A17-0004 Attachments: Conduct the second of two readings and consider adoption of 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; providing for a correction to the city map to include the annexed lands; providing for a savings clause and an effective date. Exhibit 1 - Location Map Exhibit 2 -Zoning Map Exhibit 3 - Draft Ordinance Exhibit 4 - Staff Presentation Consider adoption of an ordinance of the City of Denton, Texas, setting a date, time, and place for two public hearings on the proposed annexation of certain properties generally located north of McKinney Street and west of Trinity Road by the City of Denton, Texas, authorizing and directing the City Secretary to publish notice of such public hearings. Exhibit 1 - Site Location Map Exhibit 2 -Zoning Map Exhibit 3 - Draft Ordinance Exhibit 4 - Staff Presentation Consider adoption of an ordinance of the City of Denton, Texas, setting a date, time, and place for two public hearings on the proposed annexation of certain properties generally located north of Brush Creek Road and east of Fort Worth Drive by the City of Denton, Texas, authorizing and directing the City Secretary to publish notice of such public hearings. Location Map Zoning Map Draft Ordinance Staff Presentation D. ID 17-636 Consider adoption of an ordinance accepting competitive proposals and awarding a three (3) year contract for the supply of hot mix asphalt concrete and the lay down of the asphalt for the City of Denton Street Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 6386 -awarded to Jagoe-Public Company, in the three (3) year not -to -exceed amount of $20,000,000 for Sections A and C and The Lane Construction Corporation in the three (3) year not -to -exceed amount of $9,000,000 for Sections B and D for a three City ofDenton Page 6 Printed on 511912017 City Council Meeting Agenda May 23, 2017 (3) year total not -to -exceed amount of $29,000,000). Attachments: Exhibit 1 -Project List and Maps Exhibit 2 -Evaluation and Ranking Sheet Exhibit 3 -District MAp Exhibit 4 -Ordinance Exhibit 5-Jagoe-Public Contract Exhibit 6 -The Lane Corporation Contract Exhibit 7 -Presentation 7. PUBLIC HEARINGS A. ID 17-532 Hold a public hearing and consider approval of a resolution regarding the proposed site for construction, expansion, and use of an electric power transmission line generally located in an area bounded by Bernard Street (western boundary), Eagle Drive (northern boundary), S Locust Street and W Collins St. (eastern boundary), and W Collins Street (southern boundary) lying within the City of Denton, Denton County, Texas; as part of Denton Municipal Electric's service territory. [Eagle to Locust Transmission Line] Attachments: Eagle to Locust TM Line Options Map.pdf DME Tranmission Line Map.pdf Resolution -Eagle to Locust TM Route.pdf Eagle to Locust public hearing 5-23-17.pdf B. ID 17-570 Hold a public hearing inviting citizens to comment on the City of Denton's 2017 Action Plan for Housing and Community Development. Attachments: Exhibit 1 - Draft 2017 18 Action Plan 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 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 ofDenton Page 7 Printed on 511912017 City Council Meeting Agenda May 23, 2017 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 8 Printed on 511912017 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEWON File #: ID 17-567, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services CM: Todd Hileman DATE: May 23, 2017 SUBJECT Receive a funding recommendation report from the Community Development Advisory Committee (CDAC) and the Human Services Advisory Committee (HSAC). Hold a discussion and give staff direction regarding these activities as they are proposed in the 2017 Action Plan for Housing and Community Development. BACKGROUND The City of Denton prepares an Action Plan for submission to the US Department of Housing and Urban Development (HUD) annually, which serves as the City's application for the Community Development Block Grant (CDBG) and Home Investment Partnerships (HOME) programs. Two years ago, using a process that included input from citizens and local non-profit organizations, staff developed Denton's 2015 - 2019 Consolidated Plan for Housing and Community Development. This Plan is a five-year strategy detailing proposed housing, social services and public works projects benefiting low and moderate -income households and neighborhoods. Annual action plans are developed based on the strategies outlined in the Consolidated Plan. The 2017 Action Plan represents the third year in the City's five-year strategy. A public hearing, meetings with neighborhood groups and an online survey requesting citizen input regarding the use of CDBG and HOME funds took place in November and December 2016. Spanish translation was available at the public hearing and as part of the online survey. Public hearing outreach methods included the following: 1. Newsletters and flyers sent out to the Community Development mailing list which includes service organizations, churches, City departments and individual households; 2. Emails to neighborhood association representatives requesting they forward public hearing information to their residents; 3. Emails to local social service agencies and members of the Denton County Homeless Coalition; 4. Information posted on the City's website; 5. Newspaper advertisements. Application availability was advertised in December 2016. Staff held application training workshops in December 2016 and January 2017. The CDAC and HSAC reviewed applications and held funding hearings in February and March 2017. Each committee developed a set of funding recommendations to present to City City of Denton Page 1 of 3 Printed on 5/19/2017 powered by I._eggl;>karI File #: ID 17-567, Version: 1 Council. The 2017 Action Plan, included as an exhibit in a separate action item to follow, is based on these recommendations. The CDAC and HSAC meeting minutes are attached to the Plan. ESTIMATED PROJECT SCHEDULE Public comment period Public Hearing CDAC and HSAC presentation to City Council Action Plan approval Submission of Action Plan to HUD HUD release of funds & program initiation OPTIONS May 1 -May 30, 2017 May 16, 2017 May 16, 2017 June 6, 2017 June 15, 2017 August 1, 2017 • Direct staff to proceed with the 2017 Action Plan as presented, including the proposed CDAC and HSAC recommendations for the use of HOME and CDBG funding. Direct staff to make specific revisions to the 2017 Action Plan. RECOMMENDATION The Community Development Advisory Committee and the Human Services Advisory Committee recommend approval of their proposed budgets as stated in the 2017 Action Plan for Housing and Community Development. PRIOR ACTION/REVIEW (Council, Boards, Commissions) The CDAC reviewed three funding requests from non-profit housing organizations for renovation to rental properties, construction of new housing and improvements to a senior housing complex. Applications were submitted by Community Development staff for the rehabilitation, reconstruction and minor repairs of owner - occupied units. Staff also requested funding for the City's homebuyer assistance program and the "Infill New Construction" program. The new infill program will support the construction of at least one unit that will be made available to a low to moderate -income household. CDAC recommended $995,582 in CDBG and, HOME funding be allocated to these housing programs. The HSAC reviewed requests for social services program funding. HSAC developed recommendations for use of both CDBG funds and City General Fund dollars. Though the list of general fund recommendations is included in the Action Plan, the approval of the Plan does not include approval of those recommendations. General fund recommendations will be considered during the normal budgeting cycle. HSAC recommended awards of $131,945 in CDBG funding to various social service programs. FISCAL INFORMATION All projects and programs to be approved by the U.S. Department of Housing and Urban Development under the 2017 Action Plan are funded through CDBG, HOME and program income from the use of these funds. The CDBG funding for public (social) services is capped at 15% of the allocation. General funds are used to support human services activities that are not funded through CDBG. Exhibit 3 provides an analysis of funding over time. More than a decade ago in 2003-04, funding from the general fund for human services was at its highest level at $280,295. Over the next two years, funding was reduced to $100,000 in 2005-2006. There has been City of Denton Page 2 of 3 Printed on 5/19/2017 powered by L.ag;gl;>karI File #: ID 17-567, Version: 1 an annual consensus among the HSAC members to recommend a path to restore funding for human services to meet the social service needs of our growing community. In 2016 the City approved the same level of funding as in 2003-04 with City Council approving $280,000 in general funds. The HSAC is recommending that general fund increases be in alignment with the overall community need. Support has been expressed for annual increases that adjust for population growth at a baseline of $2.50 as recommended by past HSAC committees. Twenty-four applications totaled $623,085 for 2017-18. The HSAC recommendation for $307,000 from the general fund represents an estimated $2.26 per capita based on an estimate of a 3% population growth annually since the last census. The current recommendation amount is a 9.77% increase over the previous years approved general fund grant allocation. Please note that the general fund recommendations are not included as proposed Action Plan activities. HSAC's general fund recommendations will be reviewed as part of the 2017-18 City of Denton budget. General funds are also budgeted for a portion of the program administration costs. Congress has recently passed the 2017-2018 budget which included funding for CDBG and HOME at last year's allocation levels. If CDBG and HOME funding received by the City increases or is reduced from last year's level by 10% or less, in order to submit the 2017 Action Plan by the June 15" deadline, staff will revise the funding amounts for each activity by an equal percentage. After submission of the Action Plan, the CDAC and HSAC will be asked if they would like to review the revised recommendations. Any recommended and approved budget revisions can be covered by an amendment to the Action 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: Safe, Liveable & Family -Friendly Community Related Goal: 4.3 Provide quality, diverse, and accessible neighborhood services for the community EXHIBITS Exhibit 1 - CDAC Funding Recommendations Chart Exhibit 2 - HSAC Funding Recommendations Chart Exhibit 3 - Human Services Funding Trend Report Exhibit 4 - Draft 2017-18 Action Plan Respectfully submitted: Munal Mauladad Director of Development Services Prepared by: Barbara Ross Community Development Manager City of Denton Page 3 of 3 Printed on 5/19/2017 powered by I._eggl;>karI Exhibit 1 COMMUNITY DEVELOPMENT ADVISORY COMMITTEE FUNDING RECOMMENDATIONS FOR CDBG AND HOME FUNDS 2017/18 PROGRAM YEAR 2017/18 APPLICATIONS 2017/18 FUNDING REQUEST RECOMMENDATIONS UN - UNFUNDED BALANCE CDBG FUNDS HOME FUNDS TOTAL FUNDS 1 Denton Affordable Housing Corp $56,950 $56,950 $56,950 $0 2 Fairoaks Senior Housing Complex $105,338 $105,338 $105,338 $0 3 Habitat for Humanity Housing Project $190,000 $56,726 $56,726 $133,274 4 Home (COD) Improvement Program $395,950 $277,568 $118,000 $395,568 $382 5 Homebuyer Assistance Program (COD $69,000 $69,000 $69,000 $0 6 Infill (COD) New Construction Housing $300,000 $150,000 $150,000 $150,000 7 Minor Repair Program (COD) $162,000 $162,000 $162,000 $0 TOTALS $1,279,238 $995,582 $283,656 TOTAL FUNDING RECOMMENDED $613,906 $381,676 $995,582 TOTAL FUNDING AVAILABLE $613,906 $381,676 $995,582 UNPROGRAMMED FUNDS $0 $0 $0 Shaded requests are HOME eligible activities. *CHDO setaside is 15% of HOME allocation. Notes: The CDAC Funding Recommendations may require revisions based on the final HUD grant allocations. Exhibit 2 2017-18 Human Services Advisory Committee Recommendations for Funding FUND 2017-18 FINAL by SOURCE 2016-17 ORGANIZATION 2014-15 2015-16 2016-17 Request Recommendation General CDBG $127,663 $131,945 Award Award Award $377,663 $411,945 Fund 1 Boys and Girls Clubs of North Texas ''f 6,800 $6,200 $7,560 $0 2 Court Appointed Special Advocates (CASA) 12,000 15,000 $20,000 $20,000 $20,000 20,000 3 City of Denton - Parks and Recreation 25,000 25,000 $27,000 $63,720 $27,500 27,500 4 Communities in Schools 11,000 16,350 $20,000 $24,000 $21,200 21,200 5 Denton Christian Preschool 26,000 26,000 $26,000 $30,000 $26,000 26,000 6 Denton City County Day School 34,000 34,000 $36,000 $40,000 $36,600 36,600 7 Denton Community Health Clinic (1) � $30,000 $5,000 5,000 Behavioral Health ��-� � -�-� "J 8 Denton Community Health Clinic (2) 12,000 17,000 $18,250 $30,000 $20,000 20,000 Case Management 9 Denton Community Health Clinic (3) -�,, �- - �' i t $7 000 $5,000 $5,000 5,000 Diabetic Eye Exam Services �.k�. �_��� 10 Denton County Friends of the Family 25,000 30,000 $30,000 $35,000 $35,000 35,000 11 Denton County MHMR Center 9,000 22,350 $22,000 $22,000 $15,000 15,000 12 Fred Moore Nursery School, Inc. 45,000 45,000 $48,000 $68,640 $48,000 48,000 13 Giving Hope (1) 18,000 17,500 $9,000 $18,000 $0 HMIS 14 Giving Hope (2) 25,500 27,300 $28,000 $35,000 $26,500 26,500 Transitional Housing 15 Health Services of North Texas 18,000 18,800 $25,000 $60,000 $45,000 45,000 16 Interfaith 3,800 5,000 $5,000 $20,000 $5,000 5,000 17 Monsignor King Homeless Center '' `' $5,000 $27,840 $20,000 20,000 18 RSVP: Serving Denton County (1) $6,500 $13,000 $12,500 12,500 VISTA �.k��. �_��� 19 RSVP: Serving Denton County (2) 11,000 11,800 $12,000 $12,300 $5,000 5,000 Volunteers 20 Salvation Army of Denton 20,000 20,000 $20,000 $20,000 $20,000 20,000 21 Special Programs for Aging Needs 20,019 20,263 $22,315 $25,000 $23,000 10,155 12,845 22 Woman to Woman' `' $6,025 $0 23 Youth and Family Counseling $10,000 $5,000 5,000 24 *Set Aside for Homeless Leadership Team - �.�,-�, 1 �it , $p $18,000 18,000 Coordinated Ent /HMIS k�� �_� �_J�� Total $347,319 $377,663 $411,945 $623,085 $439,300 307,355 131,945 FUND 2014-15 2015-16 2016-17 2017-18* General Fund $220,000 $250,000 $280,000 $307,355 C.D.B.G. $127,319 $127,663 $131,945 $131,945 Total 1 $347,319 $377,663 $411,945 $439,300 4%15/1( roe Exhibit 3 ETO N Human Services Funding History Proposed Growth to 2020 Fiscal Yr General Fund o Community Development Block Grant Fund o Total Funded 0 2000-2001 Per capita $229,790 7.70% $163,472 -3.80% $393,262 2.61% 2001-2002 $1.42 $268,550 16.87% $167,250 2.31% $435,800 10.82% 2002-2003 $2.12 $280,392 4.41% $169,283 1.22% $449,675 3.18% 2003-2004 $533,563 $280,395 0.00% $157,005 -725% $437,400 -2.73% 2004-2005 $198,667 -29.15% $153,963 -1.94% $352,630 -19.38% 2005-2006 $100,000 -49.66% $146,842 -4.63% $246,842 -30.00% 2006-2007 $101,234 1.23% $133,566 -9.04% $234,800 -4.88% 2007-2008 $106,434 5.14% $134,656 0.82% $241,090 2.68% 2008-2009 $119,602 12.37% $131,398 -2.42% $251,000 4.11% 2009-2010 $119,796 0.16% $134,463 2.33% $254,259 1.30% 2010-2011 $115,345 -3.72% $146,317 8.82% $261,662 2.91% 2011-2012 $112,797 -2.21% $128,725 -12.02% $241,522 -7.70% 2012-2013 $170,000 50.71% $127,119 -1.25% $297,120 23.02% 2013-2014 $189,881 11.69% $127,119 0.00% $317,000 6.69% 2014-2015 $220,000 15.86% $127,319 0.16% $347,319 9.56% 2015-2016 $250,000 13.64% $127,663 0.27% $377,663 8.74% 2016-2017 $280,000 12.00% $131,945 3.35% $411,945 9.08% 2017-2018 $307,355 9.77% $131,945 0.00% $439,300 6.64% 2018-2019 $322,723 5.00% $124,147 -5.91% $446,870 8.48% 2019-2020 $338,858 5.00% $120,423 -3.00% $459,281 2.78% OVERALL $3,729,032 $2,941,231 $6,670,264 'pop, I tb, (American Communities Survey & http://denronedp.com/pop.[ati.,) Forest 2018/2019 prof—c — —. 3% rate of growth 08-09 #of Requests Stimulus 32 Funds Total $22,000 $263,090 Per capita Population $757,643 Forecast* $0,99 116,207 $0.96 116,922 $1.42 120,045 $1.54 123,527 $1.76 125,117 $1.95 128,205 $2.12 132,051 $2.26 136,013 $2.30 140,093 $2.35 144,296 $2.50 HSAC Goal Community Development ANNUAL FUNDING REQUESTS #of Requests $571,627 32 $648,985 31 $701,749 36 $795,728 37 $757,643 40 $632,418 35 $419,987 23 $532,820 24 $457,100 20 $486,133 19 $454,214 17 $473,820 17 $411,599 17 $511,829 18 $544,767 20 $533,563 20 $579,755 24 $623,085 24 updated 03/15/2017 I City of DentonExhibit 4 `��' '� Community Development Division DENTON DRAFT 2017/18 Action Plan 3rd year of the 2015/19 Consolidated Plan (August 1, 2017 through July 31, 2018) ... for housing and community development 1 OMB Control No: 2506-0117 (exp. 07/31/2015) 2017/18 ACTION PLAN PREPARED BY: City of Denton Community Development Division 601 E. Hickory, Suite B Denton, Texas 76205 Main Phone Number: (940) 349-7726 Email: community.development@citvofdenton.com Website: www.citVofdenton.com CITY COUNCIL APPROVAL: ➢ Presented on May 23, 2017 ➢ Considered for Approval on June 6, 2017 HUD APPROVAL ➢ To be Submitted on June 15, 2017 ➢ Approval on TBD 2 OMB Control No: 2506-0117 (exp. 07/31/2015) Executive Summary AP -05 Executive Summary - 24 CFR 91.200(c), 91.220(b) 1. Introduction This document serves as the City of Denton's 2017 Action Plan for the Community Development Block Grant (CDBG) and HOME Investment Partnership (HOME) Programs. In accordance with 24 CFR Part 91.220 of Title I of the Housing and Community Development Act of 1974, as amended, the City of Denton is required to submit a One -Year Action Plan to the U.S. Department of Housing and Urban Development. The plan outlines the specific projects and services that will be funded during the 2017 program year to address Denton's strategies stated in the 2015-2019 Consolidated Plan for Housing and Community Development. The City of Denton is currently an entitlement city for the Community Development Block Grant (CDBG) and a participating jurisdiction for the HOME Investment Partnership (HOME) Programs. SF -424 applications for CDBG and HOME are available as in the appendix section. The City of Denton's estimated total federal and program income funding for 2017 is $1,347,462 (includes $35,740 of Reprogrammed Funds). Please note that the table below shows the federal funding available from the U.S. Department of HUD for the 2017/18 program year and the proposed amount from the City of Denton General Funds. Though the list of general fund recommendations is included in the Action Plan, the approval of the Plan does not include approval of those recommendations. General fund recommendations will be considered during the normal budgeting cycle and consider for approval in September 2017. A total of 83.68% of all CDBG and HOME funds has been allocated to low and moderate income activities. This is due to funds allocated to administration. Funding Available CDBG Funds HOME Funds General Funds Total Funds Annual HUD Grant Allocation $879,638 $348,084 $631,707 $1,859,429 Annual Estimated Program Income $8,000 $76,000 $0 $84,000 Prior -Year Reallocated Funds $35,740 $ $0 $35,740 Total $923,378 $424,084 $631,707 $1,979,169 Table 1— 2017/18 Funding Summary 2. Summarize the objectives and outcomes identified in the Plan This could be a restatement of items or a table listed elsewhere in the plan or a reference to another location. It may also contain any essential items from the housing and homeless needs assessment, the housing market analysis or the strategic plan. OMB Control No: 2506-0117 (exp. 07/31/2015) Below are the objectives and outcomes identified in the City of Denton's 2015-2019 Consolidated Plan for Housing and Community Development: 1. Decent Housing • Encourage homeownership by providing down payment and closing assistance to 30 low and moderate income households. • Maintain 235 existing affordable housing units for low and moderate income households including reconstruction, substantial rehabilitation and minor repairs for single-family housing units. • Encourage and maintain 32 affordable rental units including rehabilitation of substandard units and rehabilitation of multi -family units. 2. Suitable Living Environment • Provision of public facility and infrastructure improvements to benefit 10,000 people. • Provision of public services such as health and mental care, affordable day care, after school programs, senior services, transitional housing, programs for victims of domestic violence, disabled services, and advocacy services to benefit 2800 people. • Provision of homeless assistance activities for 6500 homeless persons especially extremely low income or those with no income, persons with physical and mental disabilities including temporary shelter, food and clothing to chronically homeless and those that have recently become homeless. 3. Evaluation of past performance This is an evaluation of past performance that helped lead the grantee to choose its goals or projects. The City's activities to meet the goals in the 2015-2019 Consolidated Plan are reported annually in the Consolidated Annual Performance and Evaluation Report (CAPER). Over the past several years, the City of Denton has focused on housing, public services and various public and non-profit facility improvements. Below is information on the number of households or persons served through the Community Development Block Grant and the Home Investment Partnerships Program from the 2015- 16 CAPER. The public services assistance numbers reflect the total number of persons served by the agencies receiving CDBG and General Fund support. The 2015/16 program year was the first year of Denton's 2015-19 Consolidated Plan for Housing and Community Development. Staff efforts throughout the year focused on housing, public services activities with an emphasis on homeless assistance and public facility improvements. Below is a 4 OMB Control No: 2506-0117 (exp. 07/31/2015) discussion of program year accomplishments: ➢ Affordable Rental Units: The Denton Affordable Housing Corporation completed the rehabilitation of one rental project. The agency is in the process of rehabilitating a six-plex rental project on Bolivar Street. Also, improvements to Fairoaks Senior Housing Project were completed during the 2016/17 program year. The Fairoaks Senior Housing Complex is a 41 -unit senior complex. ➢ Homeless Assistance: Funding was provided to Denton County Friends of the Family to meet the Homeless Assistance annual goal of 400. The agency provided assistance to a total of 303 people during the program year. ➢ Homeownership Assistance/Education: 2013 CDBG funding and HOME funds were available during the 2015 program year to assist a total of 8 households with homeownership assistance and minor repairs to their homes. Homeownership assistance numbers are lower than projected. Although interest rates have remained low, many buyers are having difficulty qualifying for mortgage loans due to increased lending standards and changes in loan guidelines (e.g. increased upfront and monthly MIP fee). Also, the availability of housing is at a historical low and prices making the situation a serious seller's market. This situation has made it extremely difficult for first-time homebuyer. Homes costing approximately $150,000 are extremely difficult to find. ➢ Housing Rehabilitation: CDBG and HOME funding was available to meet the Housing Rehabilitation goal of 47. The Minor Repair Program and Home Improvement Program assisted 34 households - 3 with home improvements and 31 with minor repairs. Increases in construction costs and the building permit process affected the number of accomplishments. ➢ Public Facilities and Infrastructure Improvements: Funding was available to meet the Public Facilities annual goal of 2,000 people. Projects will be completed during the 2016 program year. 2014 funding was available during the program year to complete the Fred Moore Day School Project and assist a total of 281 children. ➢ Public Services: Funding was available to meet the public services annual goal of 1173 people. The Denton City County Day School, Health Services of North Texas, Summer Camp and SPAN, Inc. provided assistance to 695 people. Most of the agencies were able to meet their 2015 goal. During the 2015/16 program year, the City of Denton also received General Funds and Emergency Solutions Grant through the State of Texas. Below are additional accomplishments during the 2015-16 program year by goals: • Public Services Accomplishments with General Fund dollars - An additional 2341 people were assisted • Homeless Assistance with General Fund and ESG funds - An additional 1844 people were assisted. • Homeless Prevention with General Fund and ESG funds - An additional 364 were assisted. 5 OMB Control No: 2506-0117 (exp. 07/31/2015) 4. Summary of Citizen Participation Process and consultation process Summary from citizen participation section of plan. To ensure citizen participation in the 2017/18 Action Plan process including the substantial amendment to the 2015 and 2016 Action Plans, the city followed its Citizen Participation Plan at all stages of the plan and amendments. A public hearing was held November 3, 2016. Spanish translations were provided at the public hearing. The public hearing updated citizens on the status of current programs and activities and asked the citizens how they felt the 2017 funds should be spent. The public hearing was held within a low and moderate -income neighborhood. Information on the public hearing was included in the Community Development Quarterly Newsletter. The Community Development Quarterly Newsletter was mailed or e-mailed to neighborhood associations; recreation centers and libraries; service agencies and beneficiaries; city council, Human Services Advisory Committee (HSAC) and Community Development Advisory Committee (CDAC) members; churches; applicants; contractors; participating lenders and realtors; employees; citizens who attended previous public hearings; and interested citizens. The newsletter which is in Spanish and English is available for pickup or viewing at all recreation centers, libraries, and the City of Denton's website. A notice was also placed in the Denton Record -Chronicle. Community Development staff also attended the Denia Neighborhood meeting on October 24, 2016. At the neighborhood meeting, staff updated residents on the status of current programs and activities, reviewed eligible activities, funding available for 2017 program year and requested comments from residents on how the federal funds should be spent. After the Action Plan was drafted, advertisements were placed in the Denton Record -Chronicle summarizing the plan and announcing to the public where the Action Plan would be available for review, and the process for submitting comments to the City of Denton. The draft Action Plan was available at the Community Development Department and on the City of Denton's web page. The advertisements also included information on the upcoming public hearing. All comments received from the public were addressed before submitting the plan to the U.S. Department of Housing and Urban Development. To ensure citizen participation at all stages of the 2016 Action Plan process, a public hearing was scheduled on May 23, 2017 during a City Council Meeting to give citizens the opportunity to comment on the 2017/18 proposed projects and activities. 5. Summary of public comments This could be a brief narrative summary or reference an attached document from the Citizen Participation section of the Con Plan. Below is a list of comments received at the public hearings on November 3, 2016 and May 23, 2017 and the Neighborhood Meeting on October 23, 2016: OMB Control No: 2506-0117 (exp. 07/31/2015) • Repair the dilapidated sidewalks on McCormick Streets from Willowwood to Parvin. Sidewalks are located on both sides of McCormick. They also indicated that the sidewalks are not ADA accessible and are not safe for the kids that use the sidewalks to access Borman Elementary. • Shelter for the homeless. Street repair on Bradshaw St. Maintenance of the creek in Fred Moore Park. • Afterschool and mentoring programs. • 701 Elm St, the building of a bar garden should not be allowed next to a fitness center and should not be allowed to pass inspection and be granted a building permit. • Fred Moore Park Creek Improvements, bricks pile up; • Repave and re -level Bradshaw Street; • Housing programs; • Sidewalks on Bradshaw; • Repave Hinkle; • Repave Maple. Below is a list of comments received during the 30 -day comment period for the 2017 Action Plan: • This section will include the list of comments received during the 30 -day comment period. 6. Summary of comments or views not accepted and the reasons for not accepting them Public comments were reviewed with the Community Development Advisory Committee and considered in the development of the 2017 Action Plan. Public comments were also forwarded to City departments. 7. Summary The Action Plan was developed by requesting public input regarding the use of federal funds. Funding applications were available in November and December 2016. Application training was provided by Community Development Staff on both community development and human services applications. The Community Development Advisory Committee and the Human Services Advisory Committee reviewed applications and held funding hearings in February and March 2016. Each committee developed a set of funding recommendations. The 2017 Action Plan was developed based on the CDAC and HSAC recommendations. 7 OMB Control No: 2506-0117 (exp. 07/31/2015) O O N r -I Ql H G1 �U G1 dA Q Qi .N 0 C H co W G1 J N O a V-1 V c c � 0 0 co > '> a o 0 4a � C C Gl N N Q Q O O CL N N N N E E O O U U a� E Z Z Z O O Z Z LU w Gl O v L QO co CO L L E a a (7 w pO U 2 .� 0 U 2 w O i AP -10 Consultation — 91.100, 91.200(b), 91.215(1) Introduction The City of Denton utilizes a variety of methods to encourage on-going participation from residents, social service providers, and community development organizations. The participation process for the Consolidated Plan included public hearings, public comment period; a community survey for citizens and non-profit agencies, participating in coalitions and committees, consultation with various city departments; and consultation with housing providers. Provide a concise summary of the jurisdiction's activities to enhance coordination between public and assisted housing providers and private and governmental health, mental health and service agencies (91.215(1)) The City of Denton's Community Development Division coordinates the citizen consultation process for the five-year Consolidated Plan and each annual Action Plan. The Citizen Participation Plan (CPP), as approved by City Council, sets forth the City's policies and procedures for citizen input and participation in the grant process. After approval, copies of the Consolidated Plan and the Action Plan are published and made available at three to four city locations and the City's website. At least two of these locations are located in low to moderate -income neighborhoods. The CPP also describes the process affording citizens and organizations the opportunity to provide the City with information on housing and community development needs, as part of the preparation of the Consolidated Plan and Action Plans. Additionally, the City conducts at least two public hearings during the development process before the Consolidated Plan and the Action Plan are published. An additional public hearing takes place during the 30 -day comment period in order to obtain citizen's views and to respond to comments and questions. This final public hearing is held in conjunction with a scheduled City Council meeting. The City also sends notifications to various State agencies, local neighborhood groups, city departments, and service organizations as part of the consultation process. The City of Denton has a very strong network of service providers including those providing housing, education, health care and other needed services. Over the past four years, the United Way of Denton County, the City of Denton, the Denton Independent School District and other organizations have joined together to review and discuss the provision of services in the Denton area in an attempt to maximize the benefits derived from available resources. Below is a list of the committees that have been developed to assist in improving the coordination of services: • Denton County Homeless Coalition • Homeless Leadership Team, collective impact project • Behavioral Health Leadership Team, a collective impact project • Community Health Council • Denton Hunger Coalition • Early Childhood Coalition serving the North Texas Region • United Way's Community Needs Assessment Committee OMB Control No: 2506-0117 (exp. 07/31/2015) Describe coordination with the Continuum of Care and efforts to address the needs of homeless persons (particularly chronically homeless individuals and families, families with children, veterans, and unaccompanied youth) and persons at risk of homelessness. The City of Denton in Denton County is a part of the Texas Balance State Continuum of Care (CoC) operated by the Texas Homeless Network (THN). In collaboration with our local homeless coalition, the Denton County Homeless Coalition (DCHC), the CoC sets priorities for housing and supportive services to address the needs of homeless persons (particularly chronically homeless individuals and families, families with children, veterans, and unaccompanied youth) and persons at risk of homelessness. As an active participant in the DCHC and CoC, the City of Denton is working in collaboration and in support of these priorities. Coordination with the CoC offers expanded access to funding, quality collaborative tools, and greater knowledge resources. Collaboration includes improved data collection and better management of available resources by improving the Homeless Management Information System (HMIS) collections and increasing the number of contributors to HMIS locally. CoC collaboration improves the relevance of data collected through the annual Point -in -Time (PIT) homeless count. Lastly, CoC collaboration has led to the implementation of a Coordinated Entry System (CE) as a part of a larger, developing community housing crisis response system. In addition to local federal CoC funds, Emergency Solutions Grant (ESG) are used locally to provide persons experiencing homelessness with housing and supportive services for housing stability. The City of Denton, as lead agency in the Denton County ESG partnership collaborative, works to ensure funds for supportive housing programs are in alignment with CoC priorities and that the programs address the needs so persons experiencing homelessness can transition out of homelessness into housing and those at -risk of homelessness are prevented from becoming homeless. CoC and local data are vital to the effort to identify and address those housing needs. Based on our community data from HMIS analysis, CE, and the annual PIT Count, those experiencing homelessness in Denton County include sheltered and unsheltered homeless; chronically homeless both in shelter and those living in places not fit for human habitation who are in need of housing services; families and individuals who are fleeing domestic violence or at risk of homelessness due to imminent danger; and low-income, at - risk Individuals and families at imminent risk of eviction who otherwise would be homeless without assistance. Our prioritized populations are veterans, chronically homeless, victims of domestic violence, and persons experiencing mental health crisis who are homeless. Describe consultation with the Continuum(s) of Care that serves the jurisdiction's area in determining how to allocate ESG funds, develop performance standards for and evaluate outcomes of projects and activities assisted by ESG funds, and develop funding, policies and procedures for the operation and administration of HMIS This section is not applicable since Denton does not receive ESG funds from HUD as an annual entitlement. 10 OMB Control No: 2506-0117 (exp. 07/31/2015) q k s 0 k / / § 2 ¥ \ § ) E ( G / \ - / \ / / / / \ § .\ / E E § / ƒ / / [ \ // / � G \ E ƒ @ S[ E /§ / (U\U / 2 CL / / ) S C 3 %k ° 4-5 's @ % E e # ') 7 7 ° _ / ± -r- ± / / '0 ƒ [ (U e 2 2 % 0 & % 'E 2 ± $ # [ % t E / E \ / • & _ R = E \ & I ( / / S / t E /$ e\ w§ u/ e ƒ e / & / ƒ S 7 : — R $ ƒ 2 > E .e ' ° u / = e \ w / f ° / \ § C � § § j @ = m ' e / 2 / — ƒ � 3 ƒ 0 e 2 41 ._ 5 \ ± 3 ) ƒ ƒ \ o U ƒ C \ '( � ( \ / / / ƒ � / 0 / \ E § ± $ m ƒ ./ e e $ o e o%/ o ƒ $ E m: e = t ¥> z t $ \ » e % E § e z E ._ \ \ / m/ 3 0\ 2\¥$ E 3 /§ E U 2 § U — e e• _ •- E 2 E / e e& E / t u I / ƒ / \ o d / 2 ƒ / / S / ± 0 0 % % c 0 � c 0 � 0 $ - � $ / E % E m c o cc o c � � 0 0 0 � � 0 0 / O CL � 0 O 0 � 4 0 k 0 k / k 9 / )C C 91 CL CL 2 E % % tok � % % tok % % « \ « \ \ % 2 % 2 2 o o 0 0 41 R§ R§ � � 2 2 O O 2 2 O O . 0. 9 9 c. 0 0 c 2' 2 2 g g b- 2 2 0%-4� 2 2 G G'41$\ G G41 '$\ G G £ £ 5 S o 5 S o E/£% w E E ¢¢ R u m 3� ¢¢ R v m 3� ¢¢ e � m q CO O C v E L= N > w O � •C � � Q L L 0 S N CA V� Q C E L U� E 41C Q C OL 'p O C L U -0 ._ C N '� ++ � O 3 C �; f° O E >N 41 v O Q v fB N C CSA E v s p > 4- to U s x 'L v v v O C O v H C f° = c s o (u ami v u v 30 v 3 w m E p > v O m. w> U 4; +� +� � L n v N L v Q •� v Z C p O N S O E s m +' p Q O Ln O N C U QLn i 41 N O +� S S E O N _� N bn 41 > +' O �U Q U O (0 0 (U 41 O U L (U0 U - 41 { -r- � O i 2 N CO p C L N z N O L -0 � L +� 4- C a) {n0 Q0 -0 }' ' +� U ii CO0 N O N C -C U (0 O N U z 'O 00 z � = U Vf Vf Z Z S CA - f0 O O N 41 E V CLn N N N N n n n n +� O L p O C p n v (0 V +� N Z 4 +C' v E� 41 = p 41 C N Z Z O N f0 Q S a � 70 L >` C O U OL U N Ln LnC C C w 'O > O C +� C > O n N n N n N n N -p L C 41 — S O N N C O O C C C N N � p p U NC NC NNC 0 U +� Ln N U U C O CN C C C C U •U ,u f0 CEC C ,� C V O O O O L U p su L N U H V O 2 2 2 2 L d U Q U d 4O O 0 O 0 O N � 4� N � 4� N � 4� O i O i O i 4� 4� +�+ O0 C O C O O O \ 0 \ 0 \ 0 ami 3 � 'a ami 3 4� 'a Q of O m Q. 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L Li- N C N O O L n N O L 4p C S f0 L S N O S 41 L U 'O C C U in ' n co C +� C N -+ co co N N N ,� Q N O > 0 co > > ; O C C O0 C p C > s C O N O O co O N o O 'a O O O +� O a a Q .� X v a a Q = co G L Q S C w v S o Q C w s S d 3 s Ln E O O E O E O O O m m m C m m m O O Gl O O Gl O O w O O w O O w O O w C7 C7 O C7 C7 O C7 C7 O C7 C7 O C7 C7 O C7 C7 O ri N M Ln l0 N N AP -35 Projects — 91.220(d) Introduction The City of Denton is currently a Community Development Block Grant (CDBG) entitlement and a participating jurisdiction for the HOME Investment Partnership (HOME) Programs. SF -424 applications for CDBG and HOME are available in the appendix section. The City of Denton's estimated total federal funds and program income funding for 2017/18 is $1,347,462 and includes $35,740 in reprogrammed funds from prior year funds. Besides the federal funds, the City of Denton is also leveraging an additional $730,463 in local funds from the City of Denton General Funds. Please note that the table below shows the federal funding available from the U.S. Department of HUD for the 2017/18 program year. Below is the list of projects that are recommended to be funded with General Funds for the 2017/18 fiscal year: Agency Description Amount Goal Outcomes CASA of Denton Co. Court Advocacy $20,000 Public Services 181 persons Communities in Schools Dropout Prevention $21,200 Public Services 540 persons Denton Christian Preschool Childhood education $26,000 Public Services 90 persons Denton Community Health Clinic Behavioral Health $20,000 Public Services 50 persons Denton Community Health Clinic Care Coordination $5,000 Public Services 200 persons Denton Community Health Clinic Diabetes Eye Exam $5,000 Public Services 159 persons Denton County MHMR Ctr. HCS -Residential Care $15,000 Public Services 32 persons Fred Moore Nursery School Childhood Education $48,000 Public Services 328 persons Giving HOPE, Inc. Transitional Housing $26,500 Homeless Assistance 58 persons Health Services of North Texas Indigent Primary Care $45,000 Public Services 4733 persons Interfaith Ministries Rent/Shelter Assistance $5,000 Homeless Prevention 150 persons Monsignor King Homeless Ctr, Outreach Center $20,000 Homeless Assistance 275 persons RSVP: Serving Denton Co. VISTA Program $12,500 Public Services 29 persons RSVP: Serving Denton Co. Volunteers $5,000 Public Services 300 persons Special Programs for Aging Needs Congregate/delivered meals $10,155 Public Services 370 persons Youth and Family Counseling Counseling $5,000 Public Services 245 persons Homeless Leadership Team Coordinated Entry/HMIS $18,000 N/A N/A 23 OMB Control No: 2506-0117 (exp. 07/31/2015) General fund recommendations will be considered during the normal budgeting cycle and consider for approval in September 2017. A total of 83.68% of all CDBG and HOME funds have been allocated to low and moderate income activities not including administration. # Project Name 1 City of Denton - Parks and Recreation 2 Community Development Administration 3 DAHC Affordable Housing Opportunity Program 4 Denton City County Day School 5 Denton County Friends of the Family 6 Fairoaks Senior Housing Complex Improvements 7 Habitat for Humanity Housing Project 8 Home Improvement Program 9 Homebuyer Assistance Program 10 Infill New Construction Program 11 Minor Repair Program 12 Salvation Army of Denton 13 Special Programs for Aging Needs Table 9 — Project Information Describe the reasons for allocation priorities and any obstacles to addressing underserved needs The City of Denton's CDBG and HOME allocations have not been sufficient to allow for the funding of large or extensive housing, economic development or public works projects. Geographic standards do not apply to city-wide programs such as Minor Repair, Homebuyer Assistance, Home Improvement Program, Infill New Construction Program, Habitat for Humanity and public services programs. The small amount of funds available, and continued reductions for the past several years has limited the use of funds. Public facility and public improvement projects have been completed in residential areas meeting HUD's low to moderate -income standards, generally near the city's core. Housing assistance investments, including the Minor Repair, Home Improvement, Infill New Construction Program and Homebuyers Assistance programs are based on a first-come, first-served basis and there are no specific geographic areas. However, the Home Improvement program does set forth some specific guidelines regarding the age of the housing. Regardless of the area income, housing units that were built 20 years ago or less, are not eligible for Home Improvement Program assistance and units that were built 15 years ago or less are not eligible for the Minor Repair Program. These 24 OMB Control No: 2506-0117 (exp. 07/31/2015) requirements support the use of funds in older neighborhoods. All investments in public facilities and/or public improvements are based on requests received from residents of the low to moderate -income block groups and other areas of the city. After a request has been made, City staff will assess the need for the improvement and the project cost. The City staff evaluation will determine which requests are in a "high" needs category, are an appropriate use of CDBG funds, and are projects with costs that can be covered under the CDBG allocation. Denton Affordable Housing Corporation (DAHC), the only certified Community Housing Development Organization (CHDO) currently serving Denton, generally purchases rental units and homebuyer units in low to moderate income areas due to the cost of units in higher income areas. However, in some instances, housing units that have been foreclosed upon in higher income areas may also be purchased. DAHC units are renovated and sold or rented to eligible households. The primary obstacle to addressing underserved needs remains a lack of adequate federal funding. The following are actions planned to address obstacles to meeting underserved needs: • Seek out additional funding sources to support housing and public services activities; • Assist local non-profit organizations in obtaining grants or other funding to support their efforts; • If necessary, act as a "pass through" organization to continue use of State and other funding to support homeless prevention and services for the homeless; • Continue to support existing public (social) services programs through the allocation and administration of City of Denton general fund dollars. • Work with the City's Development Services Department to implement recommendations included in the Denton Plan 2030. 25 OMB Control No: 2506-0117 (exp. 07/31/2015) IA u @ 'O CL � � E E m Ln v @ .0 a 00 � a El § E 0 k � E E m u a q / % ] 0 0 ° 0 u / 2 t 2 U § / 0 \ \ / $ � � / ƒ •� / E 2 C \ k 2 ° 0 •E ° e § u / \ } k _r_ & j / / E E \ « ° u = so " Q _0 .g / _ E \ @ ./ 'E M U E / ƒ = / $ ƒ E , \ \ ƒ E y $ 1 y § ± E z 5 0 q 2 / $ / '0 / E ± \ t c 0 / L) 2 G ° } \ � '� $ \ E® 6= c /\ o\ e e e / u / / \ - / / = e / % G 2 $ 0 / ƒ r14 % \ ° 8 ƒ» 7 t U @ E m \ .g s 0 = t. 2 2 o E u .� = E \ 0 O o 2 a_/ u o\ E 2 %ƒ O 2/ z z 2 / � § k� � k § 2 kCL/ E § § § §CL k / § m— Z 9 7to 2 c z 9 2 E k o °$ 2 M 2 § R : m c . to @ @ a $ 2 o 3 � a $ _ (14 % ] 0 \ ] 0 / t E \ E 0 ( 0 d E E 0 E ƒ / \ 0 & 2 \ } E ƒ \ u $ 0 $ 'j Ee / e % 20 Lno •/ 2 E / E f •� m / 2 0 do \ ƒ / 0 I •\ 0 § e 2 t ca \ / U U u m 0 e G e 0 R ° \ / 0 0 0 = u m / \ \ a « § 41 ƒ / � k / \ k m e LU � e e m \ \ / j / / 41 ) / / U / / k � / / e \ u » » • o i ° 2 I t e e ƒ .g # I e e # » 2 _ e z » ± '� [# e J•= k e s s� t — e g& � E -i E E LU3 e ® 3 < 8 g ƒ r o G U \ 2 2 « R 0 \ ƒ _ 0 o �\ iz d0/ U a- u O z =} 2/ 2 / 4 § 4 § k 7 §k / 7 § / c : $ c ± 2 7 . 2 > . � / 2 q � 0 � / 2 k / � k 7 m w 2 c « 9 7 m 2 c E m § @ E � m § @ k k % 2 / 0 k o \ % 2 § / / E o k k Z 2 E a G z o e 3 2 E m \ ] 0 ] 0 .$ .g \ E e $ { % 2 » E } � 5 / \ E ƒ \ / / \ / @ ® ® \ / \ $ / 9 $ x g § / •g 0 ƒ s 0 2 / u' 2� 2 u •- 3 / / / 2 u / / E ƒ f ( / k 0 .§ $ & § U / m » U 0 0/ 2 G 0 \/ = u t u 2 ° 2 I u % 0 u ± 2 § e o e Ln o e 0\ o 0Ln ƒ e / \ « 7 / ) 7 / ) / ƒ § \ 0 o \ 0 = o U 2 a_ 0 0 2% ,E U e y 2 a_ o 4 u 0 z � = /\ % 2 4 0 u 0 o ± Lr� O e = m 2co[ % \ / 0 _ f •- k \ $ o t g > 2 0\ \ 0 o t @ 0 i 2 > 2 2 = U• f m = s 0 2 p / o/\ % \ 0 2 0 2 p= 3 a_/ 0 / § k� � k § kCL 7 § ) 7 $ § § m § ¢ 0 $ � 2 m 2 - � « E CLE g k$ c 70 cn E § 2 E / 0- / k k % o / ) % / E o / % a G z 0 e 3 2 0. � E a G z LL ] 0 v - 4 L +: LU c L1 U NC 7 O C 4 > L L 0 O bA 0 4 O a0 c ° 'a U Q c ' v '� 0 3 vi ° L C: ao 0 c s 6 v N 'O N O +, O L v -O U 0O 'c > a + s E '� p N > N L L s a_+ V) � a; to c o +•I ° ° +, L N — C f0 N E U r -O (0 0 O O O (0 0 76 O � f6 c f0 L Q = 4-0 -O O L n n 4. v v (0 Y c O -0 f0 L L M O i -O LO O 0 4- '> U 0 O E U > QCL > O .L C C' +� C N O U L N L �-•I C L � (DV7 �n -a +4-j0 c �n s O N c L � �_ n s O w O > +, 0 0 Q) Y f0 O O x Q f6 .Q 4. v o Y 0 Z � O � - O i �' Ll s u v ° n 00 Q ° U c �^ + bn c m bA +N >i N N s N m O N L U nLn r_ N 7 x -- O O 4 c O 2 _ E 00 v v >' Q s -0 02 O 0 LA S L c N 2 f0 f0 N N ~ N N L Ql L {n L + + + c > O m O O 7 c c N •N �n LU +•I W I U N •C D � Q r- c 'a E v � --I 'a U O L E (n v v N ri c 4 °; ° c 3 m v vC° coo coo m O r' +, U O c N � v o 'O co ° (D C: N C \ Q C O O p 0 N L N O N 'O O O M N 7 m cI L O 3 c m > � 00 o LL LL O � w a� o 4 o Q. 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Geographic standards do not apply to city-wide programs such as Minor Repair, Homebuyer Assistance and public services programs. The small amount of funds available, and continued reductions for the past several years has limited the use of funds. Public facility and public improvement projects have been completed in residential areas meeting HUD's low to moderate -income standards, generally near the city's core. Geographic Distribution Target Area Percentage of Funds Table 11- Geographic Distribution Rationale for the priorities for allocating investments geographically The City of Denton does not currently direct its investments in specific geographic areas. Discussion Housing assistance investments, including the Minor Repair, Home Improvement, Infill New Construction Program, and Homebuyers Assistance programs are based on a first-come, first-served basis and there are no specific geographic areas. However, the Home Improvement program does set forth some specific guidelines regarding the age of the housing. Regardless of the area income, housing units that were built 20 years ago or less, are not eligible for Home Improvement Program assistance and units that were built 15 years ago or less are not eligible for the Minor Repair Program. These requirements support the use of funds in older neighborhoods. All investments in public facilities and/or public improvements are based on requests received from residents of the low to moderate -income block groups and other areas of the city. After a request has been made, City staff will assess the need for the improvement and the project cost. The City staff evaluation will determine which requests are in a "high" needs category, are an appropriate use of CDBG funds, and are projects with costs that can be covered under the CDBG allocation. 35 OMB Control No: 2506-0117 (exp. 07/31/2015) Affordable Housing AP -55 Affordable Housing — 91.220(g) Introduction The City's housing priorities are encouraging homeownership opportunities, maintaining existing affordable housing units and encouraging and maintaining standard affordable rental units for low and moderate income persons. For the 2017-18 program year, these priorities will be addressed through the following activities: rehabilitation of rental properties by the Denton Affordable Housing Corporation, new construction of a single-family units by Habitat for Humanity and City of Denton, rehabilitation or reconstruction of housing units through the Home Improvement Program, minor rehabilitation of housing through the Minor Repair Program, rehabilitation of rental units for Fairoaks Senior Complex, and down payment assistance for homebuyers through the Homebuyer Assistance Program. One Year Goals for the Number of Households to be Supported Homeless 0 Non -Homeless 56 Special -Needs 41 Total 97 Table 12 - One Year Goals for Affordable Housing by Support Requirement One Year Goals for the Number of Households Supported Through Rental Assistance 46 The Production of New Units 2 Rehab of Existing Units 39 Acquisition of Existing Units 10 Total 97 Table 13 - One Year Goals for Affordable Housing by Support Type Discussion Not applicable. 36 OMB Control No: 2506-0117 (exp. 07/31/2015) AP -60 Public Housing — 91.220(h) Introduction Not applicable. The City of Denton has no public housing units. Actions planned during the next year to address the needs to public housing Not applicable. The City of Denton has no public housing units. Actions to encourage public housing residents to become more involved in management and participate in homeownership Not applicable. The City of Denton has no public housing units. If the PHA is designated as troubled, describe the manner in which financial assistance will be provided or other assistance Not applicable. The City of Denton has no public housing units. Discussion Not applicable. The City of Denton has no public housing units. 37 OMB Control No: 2506-0117 (exp. 07/31/2015) AP -65 Homeless and Other Special Needs Activities — 91.220(i) Introduction This section describes the activities planned during the 2017/18 program year to address the needs of persons who are homeless and other non -homeless needs. Describe the jurisdictions one-year goals and actions for reducing and ending homelessness including Reaching out to homeless persons (especially unsheltered persons) and assessing their individual needs Understanding that the community must identify and continually engage all sheltered and unsheltered persons who are currently experiencing homelessness including those who are in jeopardy of experiencing chronic homelessness. City of Denton funding partners participate in coordinated efforts to outreach to persons experiencing homelessness. The City of Denton facilitates collaboration among nonprofit partners and Coordinated Entry (CE). Our local CE system is a process through which persons experiencing homelessness are assessed for their housing needs and referred to the most appropriate housing intervention available with the goal to shorten the length of time a person is homeless. Through community CE planning efforts, we have a communication plan being implemented for outreach to the public and engaging all stakeholders to help them better understand the process for outreach and referral into our CE system. To directly reach out to sheltered and unsheltered homeless persons, ESG partner, Giving Hope, Inc's (GH) Outreach Coordinator/Housing Navigator completes weekly street outreach in collaboration with the Denton Police Department, Denton County Veterans Coalition volunteers and other local service providers. The street outreach team provides collaborative case management delivered directly to the unsheltered homeless on the street. All street outreach clients are assessed for needs and intakes are entered into HM IS. When possible, they are also assessed for housing need (CE) through our shared housing assessment, the VI-SPDAT (or F-VI-SPDAT for families). Most often the Street Outreach Coordinator/Housing Navigator is referring to one of the local shelters for emergency housing, to housing assistance providers and to other supportive services based on the clients identified need. Annually, the street outreach lead, GH, produces a Street Outreach Barriers Report that helps identify best practices for reaching out to persons experiencing homelessness on the street and it provides an assessment of their needs. Case Managers at Denton County Friends of the Family (DCFOF) and The Salvation Army Denton, a Georgia Corporation (TSA) are reaching out to clients receiving shelter services. DCFOF's Crisis Line staff and Community Educators reach out daily to persons experiencing homelessness and those at -risk. DCFOF Community Educators and TSA Coordinators lead outreach efforts at community events to educate the community about available services. Through DCFOF's 24 housing crisis hotline and a dedicated Outreach location, family violence and sexual assault survivors experiencing homelessness 38 OMB Control No: 2506-0117 (exp. 07/31/2015) can be referred to emergency shelter, legal advocacy, individual and group professional counseling, education/employment assistance, life skills, childcare, transportation, financial empowerment, food pantry, and support. The primary goal of this program is victim safety and restoration. As a part of the housing crisis response system, shelters utilize CE for all clients in need of housing assistance. Case managers complete the VI-SPDAT (or F-VI-SPDAT for families) and the assessments are entered into HMIS. HMIS assessment places the client on our Housing Priority List (HPL) for a referral to the appropriate provider for a housing solution based on the clients assessed housing needs. We have a workaround that allows our DV provider to complete the same assessment and then provide de - identified information for inclusion on the HPL. To round out the housing crisis response system, housing assistance provider, Giving Hope, Inc.'s (GH) Case Manager completes scheduled visits to both shelters as outreach to help reduce barriers to clients in need of housing assistance. Case managers perform outreach to clients on the HPL when Rapid Re- housing housing assistance is identified. The system is aligned with other non-ESG programs such as GH's PSH and Denton County MHMR's PSH programs that are also pulling people off of the HPL as housing units and funding for housing assistance is available. Housing stability is an important part of the process so Christian Community Action (CCA) and GH's case managers are reaching out to persons at -risk of homelessness. Case Managers are working with persons at -risk of homelessness to provide short-term housing assistance and housing stability supportive programs and services. Addressing the emergency shelter and transitional housing needs of homeless persons The City of Denton addresses the emergency and transitional housing needs of persons experiencing homelessness by directly supporting both types of service delivery through the City's Human Services Grant; Community Development Block Grant (CDBG) funds; acting as lead agency for a collaborative using Emergency Solutions Grant (ESG) Funds awarded through the Texas Department of Housing and Community Affairs (TDHCA) and dedicated human resources. These are examples of how the City coordinates local resources and leverages local tax revenues, state of Texas distributed HUD funds, and federal CDBG funds ensure the emergency shelter and transitional housing needs of homeless persons are assessed. Through the implementation of Coordinated Entry (CE) and data sharing through HMIS reporting, the community completes data analysis of HMIS reporting for all homeless programs including emergency shelter and supportive housing programs. The community also assesses the emergency shelter and transitional housing needs through: performance reporting by direct service providers; the community's annual Point -In -Time Count; and the CE 's assessment tool and the Housing Priority List (HPL). The CE assessment tool and HPL provide key data for the community to complete a comprehensive analysis of the homeless system to identify gaps in housing and use data to inform housing, programming and funding decisions. Through direct services provided by Client Intake Coordinator, Case Manager, Program Coordinator, Outreach Coordinator/Housing Navigator, and Crisis Intervention Specialist at partner agencies Christian Community Action (CCA), Denton County Friends of the Family (DCFOF), Giving Hope, Inc (GH), and The 39 OMB Control No: 2506-0117 (exp. 07/31/2015) Salvation Army Denton, A Georgia Corporation (TSA) client housing needs are assessed during each intake and referral. Specifically in each program, under the direction of the Outreach Coordinator/Housing Navigator, all street outreach clients are assessed for needs and intake data are entered into HMIS. Client Intake Coordinators at DCFOF and Case Managers TSA are assessing needs of the shelter clients during intake, CE assessments, and through on-going case management. DCFOF DV victims are assessed through its 24 hour crisis hotline or during an intake at its Outreach Office for immediate safety and housing needs. If a victim is deemed as homeless or at risk of imminent homelessness due to a safety concern as a direct result of family violence or sexual assault, the victim may be screened in to emergency shelter. If a victim is deemed as homeless or at risk of homelessness for reasons other than safety concerns, the victim is given access to a case manager that assists with applying for rapid rehousing and transitional housing programs based on individualized needs of the person and/or family. Supportive housing is specifically designed to transition sheltered and unsheltered homeless to permanent housing. It is another housing strategy where the process includes assessment of needs through case management services. The CCA case manager provides housing stability case management services where assessment is necessary to determine which stability programs are needed. The case manager for GH assesses needs and combines case management, supportive services, referrals, and housing assistance to help individuals and families referred by shelters and those referred by Street Outreach Coordinator/Housing Navigator. The use of emergency shelter and transitional housing is a stop -gap measure until a permeant housing options is available to the client or to provide more intensive housing stability case management to ensure a stable transition to independent living. Helping homeless persons (especially chronically homeless individuals and families, families with children, veterans and their families, and unaccompanied youth) make the transition to permanent housing and independent living, including shortening the period of time that individuals and families experience homelessness, facilitating access for homeless individuals and families to affordable housing units, and preventing individuals and families who were recently homeless from becoming homeless again Evidenced based practice supports providing housing assistance programs that combine the financial housing assistance, case management, and supportive services to help persons experiencing chronic homelessness, families and children, unaccompanied youth, and/or veterans and their families' transition to permanent housing and independent living. As described in previous sections, the City of Denton and partners like the ESG partnership collaborative are a part of a larger developing community housing crisis response system. Partners coordinate efforts to help persons or households make the transition to permanent housing and independent living. Through the implementation of Coordinated Entry (CE) there is a process through which persons experiencing or at -risk of homelessness are assessed for their housing needs and referred to the most appropriate housing intervention available. The CE assessment tool provides key data for the community to complete a comprehensive analysis of the homeless system to identify gaps and use data to inform housing, programming and funding decisions. 40 OMB Control No: 2506-0117 (exp. 07/31/2015) Through direct services provided by Client Intake Coordinator, Case Manager, Program Coordinator, Outreach Coordinator/Housing Navigator, and Crisis Intervention Specialist at partner agencies Christian Community Action (CCA), Denton County Friends of the Family (DCFOF), Giving Hope, Inc (GH), and The Salvation Army Denton, A Georgia Corporation (TSA) client housing needs are coordinated among partners. The Street Outreach Coordinator/Housing Navigator provides collaborative case management delivered directly to the unsheltered homeless on the street. All street outreach clients are assessed for needs and entered into HMIS. When possible, the unsheltered are also assessed for housing need through our shared housing assessment, the VI-SPDAT (or F-VI-SPDAT for families). Most often Street Outreach Coordinator/Housing Navigator is referring to one of the local shelters, DCFOF and TSA for emergency housing; to housing assistance programs, GH Rapid Re -housing; to PSH programs with GH and Denton County MHMR; and the Denton Housing Authority for voucher assistance; and to other supportive services in the community that ensure housing stability and a swift transition to independent living. Case Mangers at DCFOF and TSA are implementing the CE process which is the assessment of housing vulnerability and housing assistance needed. Case mangers complete the VI-SPDAT (or F-VI-SPDAT for families) and it is entered into HMIS or comparable database. HMIS assessment places the client on our Housing Priority List (HPL) for referral to the appropriate provider for a housing solution based on the clients assessed housing needs. We have a workaround that allows our DV provider to complete the same assessment and then provide de -identified information for the HPL. Because clients have other needs that support housing stability, DCFOF and TSA assists clients with education/employment assistance, life skills, transportation, financial empowerment, and applying for government benefits and support. DCFOF's group programming and individual case management is provided to victims to empower them to make fiscally responsible choices and set achievable goals in creating and maintaining independence. Advocates and counselors are available to assist victims with any barriers they may face including pressing legal and safety needs as well as emotional stability and restoration. Shelters utilize CE for clients in need of housing assistance. To round out the housing crisis response system, housing assistance provider, Giving Hope, Inc.'s (GH) Case Manager utilizes CE to pull people off the Housing Priority List (HPL) in HMIS when Rapid Re- housing housing assistance is identified. The system is aligned with other non-ESG programs such as GH's PSH and Denton County MHMR's PSH programs that are also pulling people off of the HPL as housing units and funding for housing assistance is available. Housing stability is an important part of the process so Christian Community Action (CCA) and GH's case managers are assisting persons at -risk of homelessness. Case Managers are working with persons at -risk of homelessness to provide short-term housing assistance and housing stability supportive programs and services that assist with permanent and independent housing stability. As a compliment to the housing crisis response system, one of the ESG collaborative partners hosts an annual summit as a part of a broader community Landlord Engagement Initiative to increase the 41 OMB Control No: 2506-0117 (exp. 07/31/2015) awareness of landlords about homeless prevention programs and increase the number of landlords willing to lower barriers to housing and accept previously homeless households. As a part of the housing crisis response system, the system itself is designed with specific strategies to shorten the length of time a person or family experiences homeless to move the homeless to housing and to prevent individuals and/or families who were recently homeless from becoming homeless again. The strategy requires targeted coordination of services; quality data collection and analysis; and a process through which persons experiencing or at -risk of homelessness are assessed for their housing needs and referred to the most appropriate housing intervention available as soon as possible. Through City of Denton general funds, Community Development Block Grant (CDBG), and ESG funding, partner agencies receive support to participate in Coordinated Entry (CE) and HMIS reporting (or HMIS comparable database). The data collected provides analysis of the period of time that individuals and families experience homelessness. The CE system is specifically designed to reduce the time that it takes for a person who is homeless to have housing needs identified and referred to the right housing option. Client Intake Coordinator, Case Manager, Program Coordinator, Outreach Coordinator/Housing Navigator, and Crisis Intervention Specialist at partner agencies Christian Community Action (CCA), Denton County Friends of the Family (DCFOF), Giving Hope, Inc. (GH), and The Salvation Army Denton, A Georgia Corporation (TSA) coordinate client housing services to help shorten the time it takes to make the transition to permanent housing and independent living. Through direct services provided by Client Intake Coordinator, Case Manager, Program Coordinator, Outreach Coordinator/Housing Navigator, and Crisis Intervention Specialist at partner agencies Christian Community Action (CCA), Denton County Friends of the Family (DCFOF), Giving Hope, Inc (GH), and The Salvation Army Denton, A Georgia Corporation (TSA) client housing needs are coordinated among partners with the specific outcome that effective coordination reduces the time an individual and/or family experiences homelessness. For example, DCFOF aims to shorten periods of homelessness and prevent future homelessness for domestic violence and sexual assault victims by taking a 'safety first' approach. Many DV clients become homeless because homelessness is their only option in order to leave an abusive or dangerous situation. By focusing on safety, legal, and financial needs through our advocacy team as well as emotional stability and education from our counseling team, victims are provided with comprehensive services that help them better understand how to safely start over and rebuild their lives. With safe and healthy choices at the forefront of their decision making, victims are more likely to develop independent successful homes and less likely to return to an abusive situation or enter a new relationship based on power and control. To help prevent individuals and/or families who were recently homeless from becoming homeless again, the Rapid Re -housing (RRH) partner, GH, case manager provides housing stability case management and supportive services combined with the housing assistance. Generally, homeless prevention assistance is three to six -months but RRH can provide extended support for clients who were assessed to need longer support necessary to ensure housing stability. 42 OMB Control No: 2506-0117 (exp. 07/31/2015) Helping low-income individuals and families avoid becoming homeless, especially extremely low-income individuals and families and those who are: being discharged from publicly funded institutions and systems of care (such as health care facilities, mental health facilities, foster care and other youth facilities, and corrections programs and institutions); or, receiving assistance from public or private agencies that address housing, health, social services, employment, education, or youth needs. The most effective tool for assisting low-income individuals and families to avoid becoming homeless is to ensure there are resources to prevent individuals and families at risk from becoming homeless in the first place. Leveraging all funding that supports homelessness prevention provides a framework for a collaboration among all the systems of care ensuring low-income families avoid becoming homeless. These coordinated strategies also work to improve community capacity by seeking to increase funding for homelessness prevention programs including housing stabilization resources; case management; and supportive services needed to help maintain housing. Specifically ESG homeless prevention funds are targeted towards two main populations and groups that include Families and individuals that currently have housing but who are facing eviction or who may be at risk of becoming homeless. Christian Community Action (CCA) and Giving Hope, Inc. (GH) have case managers working with individuals and families identified at -risk in homeless prevention programs. Case managers assess qualification and provide them with temporary rent or utility bill assistance to prevent the individual or family from becoming homeless. The programs also provide a variety of case management and self-sufficiency programs to ensure housing stability. Case management support is maintained through a minimum of monthly counseling in one or more housing stability programs like budget planning, financial management, employment counseling, etc. Case managers are working to ensure the household has stability and can be self-sufficient once assistance ends. Shelters work to avoid discharging clients back into homelessness. Denton County Friends of the Family (DCFOF) and The Salvation Army Denton, a Georgia Corporation (TSA) help low income individuals and families receiving assistance from public and private agencies by coordinating with ESG partners and other government and private programs to extend shelter stays for shelter residents at their maximum stay time while clients work with the aforementioned programs to secure housing, employment, education, and other needs. Often sheltered individuals must wait extra time when requesting rapid rehousing funds or pending property readiness for housing. DCFOF Residential Advocates assist sheltered individuals by helping them prepare extension requests, granted weekly, which are approved by the Shelter Director so that individuals and families avoid returning to homelessness while they work in coordination with Housing Case Managers at partnering agencies. Housing case managers work directly with DCFOF Residential Advocates to understand barriers these families and individuals face by remaining in weekly contact and collaborating on expedited entry into housing assistance. For those who are likely to become homeless after being discharged from a publicly funded institution or system of care, Coordinated Entry (CE) is also recommended. Through community CE planning efforts we have a communication plan for educating the public and engaging all stakeholders to help them better understand the process for engagement and referral into our CE system. Current strategies 43 OMB Control No: 2506-0117 (exp. 07/31/2015) include building working relationships with institutions and systems of care to ensure timely referrals to avoid becoming homeless upon discharge. Discussion In addition to the efforts discussed in previous sections, the City continues to support activities that ensure there are resources to prevent those who are not homeless, but have other special needs, from becoming homeless. Here are a few examples: • CDBG funds support SPAN's congregate and meal delivery programs that help the elderly and frail with food security and self-sufficiency that contribute to housing stability. • City's general fund support of CASA that ensure children aging out of the foster care system have resources and will not exit to homelessness. • ESG funds for street outreach programs for Giving Hope, Inc. provide outreach to the chronically homeless on the street. This program includes HIV testing to help identify those who are at risk and prioritize them for other permanent housing assistance programs. • City's general funds support of Denton County MHMR helps provide support to residential housing programs for persons with disabilities. • City's general funds support of Retired Senior Volunteer Program helps provide support to seniors. 44 OMB Control No: 2506-0117 (exp. 07/31/2015) AP -75 Barriers to affordable housing — 91.220(j) Introduction This section describes the City's plan to address barriers in affordable housing identified in the 2015 Analysis of Impediments to Fair Housing Choice (AI). Actions it planned to remove or ameliorate the negative effects of public policies that serve as barriers to affordable housing such as land use controls, tax policies affecting land, zoning ordinances, building codes, fees and charges, growth limitations, and policies affecting the return on residential investment The City of Denton's Analysis of Impediment to Fair Housing does not indicate that the current public policies create barriers to affordable housing. The following is an explanation of Denton's policies: 1. In February 2002, the City of Denton adopted the Denton Development Code, a document that unifies elements of zoning, subdivision regulation, environmental protection, site design standards, and other development regulation 2. The zoning regulations contain 10 districts that allow single-family dwellings. Mixed-use structures are encouraged in some districts allowing the development of retail or office on lower floors with multi -family residential above. Denton's comprehensive plan, Denton Plan 2030, and formerly The Denton Plan, will continue to guide the regulatory framework to encourage a diversity of population and income levels, accessibility to employment, recreation, school and community uses, and connection to public transit. 3. Construction codes allow for the renovation of existing, usually older and more affordable units. Under these codes, units would not have to bear the increased costs of new construction codes unless a health or safety issue is present. 4. Lots of record which may not meet current area requirements are "grandfathered" in some circumstances. 5. The City of Denton building code requirements are reviewed by the Health and Building Standards Commission. This commission is a council -appointed citizen committee. Members are generally from the development community and are careful to ensure that adopted codes do not discourage development activities. 6. The number of affordable housing units in the City of Denton as compared to other communities in Denton County indicates that current development policies do not hinder the development of a variety of housing units, including affordable units. Discussion The City of Denton Community Development staff is currently participating in a DFW Regional Assessment of Fair Housing. Denton and several other communities, including Dallas, Plano, McKinney, Garland, Frisco, and others are working to determine areas of need and activities that can assist communities in promoting fair housing throughout the DFW metroplex. 45 OMB Control No: 2506-0117 (exp. 07/31/2015) AP -85 Other Actions — 91.220(k) Introduction This section reports additional effects the City will undertake during the 2017-18 program year to address residents' housing and community development needs. Actions planned to address obstacles to meeting underserved needs • Seek out additional funding sources to support housing and public services activities; • Assist local non-profit organizations in obtaining grants or other funding to support their efforts; • If necessary, act as a "pass through" organization to continue use of State and other funding to support homeless prevention and services for the homeless; • Continue to support existing public (social) services programs through the allocation and administration of City of Denton general fund dollars. • Work with the City's Development Services Department to implement recommendations included in the Denton Plan 2030. Actions planned to foster and maintain affordable housing • Continue to provide down payment, closing cost, and principal reduction assistance to low and moderate -income homebuyers through the Homebuyer Assistance Program; • Fund new affordable housing development through Habitat for Humanity of Denton County; • Continue to fund the City's Home Improvement and Minor Repair programs to assist low and moderate income homeowners with repairs to their homes to meet their needs for safe and decent housing; • Continue to support the Denton Affordable Housing Corporation's (DAHC) efforts to increase the number of affordable housing units including their Affordable Housing Opportunity and Rental Rehabilitation programs; • Work with the Denton Housing Authority to support the development of additional affordable housing and obtain additional housing vouchers if available. • Work with the City's Development Services Department to implement recommendations included in the Denton Plan 2030. Actions planned to reduce lead-based paint hazards During the 2017-2018 program year, Denton plans to reduce lead-based hazards in Denton by ensuring that all lead-based regulations are met throughout any housing rehabilitation construction activity performed on homes built prior to 1978 including the Minor Repair Program, Home Improvement Program, Homebuyer Assistance Program, and DAHC's Rental Rehabilitation. Denton will also seek opportunities to educate the public, housing services customers, and contractors regarding the hazards 46 OMB Control No: 2506-0117 (exp. 07/31/2015) of lead-based paint. Actions planned to reduce the number of poverty -level families The City of Denton will continue to work with local non-profit organizations to administer programs designed to support lower income individuals and families. These programs will assist households in improving their financial status. Programs include: 1) free and/or low cost health care; 2) affordable child care; 3) mental health care services; 4) support for elderly households and others; develop housing initiatives to support veterans. The following are Denton's current efforts supporting the Consolidated Plan goal of low and moderate income persons having the opportunity to earn higher wages. • The City of Denton Economic Development staff participates with regional municipalities and the local Texas Workforce Commission Board in the North Central Texas Regional Economic Development Steering Committee for the purpose of addressing existing and future workforce skills needs of our respective and regional employers. The Committee is a participant in Texas Workforce Commission's High Demand Job Training Program that identifies and develops the skill sets of individuals for jobs in high -demand occupations in our respective region and cities. • Denton's Economic Development Partnership Board adopted a Strategic Plan that provides a means to address Denton's key workforce needs. • Denton ISD's Career and Technology Advisory Board industry partners provide curriculum expertise and internship opportunities to students enrolled in the district's 31 career skills and certification training programs covering 11 career fields. Dual high-school/college credit classes are offered to high school juniors and seniors. • North Central Texas College (NCTC) has developed certifications and associate degree programs for specific industry partners, such as the Petroleum Technology Certification and Associate Degree options. NCTC is a partner to businesses utilizing Skills Training grant funds. Actions planned to develop institutional structure The two institutional gaps stated in the 2015-2019 Consolidated Plan included the provision of homebuyer education classes for low and moderate -income new homebuyers and supportive housing. To meet the provision homebuyer education during the 2017-18 program year, Denton is investigating partnerships with HUD -approved Housing Counseling Agencies and Denton Affordable Housing Corporation to develop a more comprehensive educational program. Currently HUD -approved Housing Counseling Agencies are in the process of complying with the new Housing Counseling Certification Requirements. Agencies will have 36 months from the new rule to comply with the new regulations. As discussed in SP -40 the City will support a community organized collective Impact initiative with its funding partner the United Way of Denton County. In addition, the City will support collaborative 47 OMB Control No: 2506-0117 (exp. 07/31/2015) efforts of the Denton County Homeless Coalition (DCHC) and other service sector programs to ensure the community is organized to advocate; coordinate service delivery; improve effective use of available resources and provide leadership for long-term planning efforts among various homeless providers, homeless advocates and across multiple sectors. Strategies to move the homeless to housing and to shorten the length of time a person or family experiences homeless involve: • Supporting a coordinated access network to significantly reduce the time it takes for a person who is homeless to identify and access the right services needed. • Improving community capacity by seeking to increase local resources for housing programs including housing location and stabilization resources; case management; and supportive services. • Facilitating coordination of case management and supportive services to help the homeless have access to the services necessary to secure housing and maintain housing stability. • Increasing supportive housing options for those with prioritized special needs Actions planned to enhance coordination between public and private housing and social service agencies The City of Denton has a very strong network of service providers including those providing housing, education, health care and other needed services. Over the past four years, the United Way of Denton County, the City of Denton, the Denton Independent School District and other organizations have joined together to review and discuss the provision of services in the Denton area in an attempt to maximize the benefits derived from available resources. Below is a list of the committees that have been developed to assist in improving the coordination of services: • Denton County Homeless Coalition • Homeless Leadership Tea, collective impact project • Behavioral Health Leadership Team, a collective impact project • Community Health Council • Denton Hunger Coalition • Early Childhood Coalition serving the North Texas Region • United Way's Community Needs Assessment Committee City of Denton Community Development (CD) staff members will continue to participate in the above committees during the 2017-18 program year. The City is part of a strong team of service providers who are working to improve services for the low income community. In addition, the Mayor of Denton convened a Task Force in 2015 supported by Community development 48 OMB Control No: 2506-0117 (exp. 07/31/2015) (CD) staff to look at the issue of homelessness. Three priorities were identified by the task force. 1. Funding — Increase in Available Resources 2. Housing — Coordinated, Accessible, and Affordable 3. System Design — to establish a network of Community Collaboration Nested in the ideas for program and housing interventions for the homeless was stronger community collaboration around shared community goals to end homelessness; better data collection and sharing; involvement of a wider audience of stakeholders; and more intentional effort to help educate and inform the community about solutions to homelessness and community impact efforts. Ultimately, the priorities that the task force recommended to City Council for their support and consideration were to seek funding to seed new collaborative projects. The task force recommends have resulted in a public private partnership between the City of Denton and the United Way of Denton County to fund a coordinator position to oversee a collective impact project that will develop and implement community -wide coordinated strategies toward the shared goal of ending homelessness. Discussion Not Applicable 49 OMB Control No: 2506-0117 (exp. 07/31/2015) Program Specific Requirements AP -90 Program Specific Requirements — 91.220(1)(1,2,4) Introduction This section will describe activities planned with respect to all CDBG funds expected to be available during the program year (including program income that will have been received before the start of the next program year). Community Development Block Grant Program (CDBG) Reference 24 CFR 91.220(1)(1) Projects planned with all CDBG funds expected to be available during the year are identified in the Projects Table. The following identifies program income that is available for use that is included in projects to be carried out. 1. The total amount of program income that will have been received before the start of the next program year and that has not yet been reprogrammed; 0 2. The amount of proceeds from section 108 loan guarantees that will be used during the year to address the priority needs and specific objectives identified in the grantee's strategic plan; 0 3. The amount of surplus funds from urban renewal settlements; 0 4. The amount of any grant funds returned to the line of credit for which the planned use has not been included in a prior statement or plan; 0 5. The amount of income from float -funded activities. 0 Total Program Income: 0 Other CDBG Requirements 1. The amount of urgent need activities 0 2. The estimated percentage of CDBG funds that will be used for activities that benefit persons of low and moderate income. Overall Benefit - A consecutive period of one, two or three years may be used to determine that a minimum overall benefit of 70% of CDBG funds is used to benefit persons of low and moderate income. Specify the years covered that include this Annual Action Plan. — 2017 program year 80.77% 50 OMB Control No: 2506-0117 (exp. 07/31/2015) HOME Investment Partnership Program (HOME) Reference 24 CFR 91.220(1)(2) 1. A description of other forms of investment being used beyond those identified in Section 92.205 is as follows: The City of Denton does not utilize other forms of investment beyond those identified in 92.205(b). The City will not permit other forms of investment without the prior approval of HUD. 2. A description of the guidelines that will be used for resale or recapture of HOME funds when used for homebuyer activities as required in 92.254, is as follows: Recapture Policy The City of Denton utilizes HOME funds to provide assistance to first-time homebuyers with closing costs, down payment, prepaids and principal reduction through the City's Homebuyer Assistance Program. The maximum HOME subsidy for both programs will be $14,900. The HOME subsidy sets up a 5 -year recapture period and provided as a deferred forgivable loan at a 0% interest rate. Denton utilizes recapture as required by 24 CFR 92.254(a). Recapture occurs when the homebuyer sells the property during the affordability period, or when the recipient of HOME funds defaults by leasing the property, fails to maintain the property as a primary residence, the property is foreclosed on by any lender, or when the recipient violates the covenants contained in the Written Agreement between the homebuyer and the City of Denton or DAHC. The terms of recapture are contained in the Written Agreement. Homebuyers that receive direct down payment, closing cost, principal buydown assistance and/or a reduction of the sales price to below the market value to make the unit(s) affordable, will meet the affordability period if they remain in the home for the full required period of affordability as determined by the amount of the assistance received (five to fifteen years). The actual required period of affordability will be based on the total amount of the direct HOME assistance provided as noted below. The effective date of the beginning of the required period of affordability is the date all completion data is entered into IDIS and as documented by a fully executed Closing Disclosure, a copy of which has been placed in each individual homebuyer's file. Under "Recapture", if the home is sold prior to the end of the required affordability period a portion of the net sales proceeds from the sale, if any, will be returned to be used for other HOME -eligible activities. The portion of the net sales proceeds that is returned is equal to the amount of HOME funds invested in the property less the amount for each full month that the residence was occupied by the homebuyer or property owner as his/her/their principal residence. Any funds remaining after the distribution of the net sales proceeds to all lien holders, including the City of Denton, will be returned to the homeowner. In the event of a sale, short sale or foreclosure, the amount recaptured will be limited to the amount of 'net sales proceeds' available at the time of such occurrence. If there are insufficient funds remaining from the sale of the property and the City recaptures less than or none of the recapture amount due, and maintain data in each individual file that provides the amount of the sale and the distribution of the funds. This will document that there were no net sales proceeds; or the amount of the net sales proceeds was insufficient to cover the full amount due; and that no proceeds were distributed to the homeowner. 51 OMB Control No: 2506-0117 (exp. 07/31/2015) Other than the actual sale of the property, if the homebuyer breaches the terms and conditions for any other reason, e.g. no longer occupies the property as his/her/their principal residence, the full amount of the subsidy is immediately due and payable. Denton must immediately repay its HOME Treasury Account, from non-federal funds, for the full amount of the assistance provided whether or not it can recoup any or all of the funds from the homebuyer. 3. A description of the guidelines for resale or recapture that ensures the affordability of units acquired with HOME funds? See 24 CFR 92.254(a)(4) are as follows: Homebuyer Assistance Program: Federal assistance will be provided in the form of a 0% interest, deferred payment loan and will be secured by a HOME Written Agreement, Promissory Note and a Deed of Trust, fully executed and dated by all applicable parties. The Deed of Trust is recorded in the Real Property Records of Denton County. 4. Plans for using HOME funds to refinance existing debt secured by multifamily housing that is rehabilitated with HOME funds along with a description of the refinancing guidelines required that will be used under 24 CFR 92.206(b), are as follows: The City of Denton does not currently use of HOME funds to refinance existing debt secured by multi -family housing that is being rehabilitated with HOME funds. Discussion Under the HOME program, eligible applicants must have household income at or below 80% of the AMI and meet program guidelines to be eligible. Funding is available on a first-come first -serve basis and funding is available. Applications for program assistance are available at the Community Development (CD) Office. Under the Home Improvement Program, interested applicants complete a preliminary waiting list application and as funds are available, CD Staff will submit a letter requesting that if still interested an appointment can be made to assist with the application. Under the Homebuyer Assistance Program, interested applicants apply for a mortgage company and if eligible for a mortgage loan, the mortgage company submits application to the Community Development Division. CD staff schedule an appointment with applicant to review application and guidelines. Information on the programs is available on the City of Denton's website. The budget process for Denton's community development programs begins almost one year in advance of the fiscal year. HUD notifies the City as to the level of funding expected, the public participating process begins, applications are solicited locally and received by the Community Development Staff, the Community Development Advisory (CDAC) and the Human Services Advisory (HSAC) Committees. Recommendations are then formulated and presented to the Mayor and the City Council. The final step is the submittal of the City's formal applications to HUD for the funds allocated to Denton. The City's application is called the Action Plan. The City of Denton's fiscal year runs from August 1 to July 31. For example, Fiscal Year 2010 will begin August 1, 2010 and will run through July 31, 2011. 52 OMB Control No: 2506-0117 (exp. 07/31/2015) Any nonprofit or for-profit groups, especially those serving the community development needs of low and moderate income people, the disabled, minorities or the elderly are encouraged to participate in the implementation of Denton's Community Development programs. Interested groups are encouraged to attend public hearings. (vi) The participating jurisdiction may limit the beneficiaries or give preferences to a particular segment of the low-income population only if described in the action plan. 53 OMB Control No: 2506-0117 (exp. 07/31/2015) City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com IlEN' `IN File #: ID 17-491, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Community Affairs CM: Todd Hileman DATE: May 23, 2017 SUBJECT Receive a report, hold a discussion and give staff direction regarding the use of the Prescott property at US 380 and Virginia Street, 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 located at US 380 and Virginia St. 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. DME purchased the two tracts for $1.7 million. 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 information on alternative uses for that tract of land to include land banking the property for a future infill fire station, acquisition of approximately five acres by DCTA for future public transportation services (park/ride lot and future commuter rail station) and a smaller tract to be used for a trailhead for a proposed Parks and Recreation Department facility. On March 7, 2017, staff briefed Council on the various proposed uses for this property. The Agenda Information Sheet from that meeting has been attached for reference as (Exhibit 1). Staff was directed to further research the value of this land, data to support an infill fire station at this location, identify the timeline for trails connecting to this site by the Parks Department and provide additional data from DCTA on ridership, vision and how this parcel may fit within DCTA's strategic plan. The Fire Department has indicated a need for approximately 2.5 acres of this property for locating an in -fill station. Due to uncertainties in demand and the complexity of the overall response network there is no single optimum positioning plan for fire stations. There are nationally recognized models for establishing future station locations which are prevalent in the industry and analyze gaps in service coverage areas based on unit response time. Currently the area at Loop 288 and University Drive is experiencing a 5-6 minute response time from the nearest fire station. Lakeview Ranch located further east on University Drive is primarily serviced by Fire Station 42 at Mockingbird and McKinney and is averaging an 8-9 minute response time. Two different modeling systems recommend a maximum of a 3-4 minute unit travel response time and one minute for notification. Although response times to the immediate area of the Prescott property are within acceptable limits, future development will have an impact to the overall response network increasing time for out of City of Denton Page 1 of 4 Printed on 5/19/2017 powered by I._eggl;>karI File #: ID 17-491, Version: 1 district responses. These out of district responses will be outside of established limits. Accessibility from this location to the eastern portion of Denton will be critical in the future as growth continues to expand from the core of the City. As part of the fire station development, a Police Department satellite office is also contemplated. The office would be equipped with computer connectivity, phones, and body camera docking stations. This satellite facility would allow officers to remain in the field rather than require officers to travel back and forth to the main police station to complete these routine tasks The Parks Department is interested in using this location as a trailhead. The 2009 Parks, Recreation & Trail System Master Plan indicates connectivity to this area through extension of existing trails is a high priority. Funding is not currently available, thus a project timeline has not been established. This site could serve as a trailhead connecting to the Windsor Bike Lane, Cooper Creek Trail and the UNT Discovery Center as well as North Lakes Park. Cyclists and pedestrians could use the trails to access public transportation or park at this location to access the trail system. As the site develops, the Parks Department would seek partnerships with DCTA and the Fire Department to construct public restrooms that would be accessed from outside the proposed station that would not require users to enter the main fire station. DCTA staff has prepared a power point presentation (exhibit 4) and will be available to provide an overview of agency activities including community outreach, transit ridership, upcoming service enhancements and future planning initiatives. Agency staff can also share information regarding the partnership synergy for joint land use with the City for the expansion of DCTA services including commuter bus and future A -train commuter rail extension not the site. Staff was asked to research the value of this land and look at various scenarios for dividing and possibly selling parcels of this property. Staff contracted to have a real estate sale and listing activity research done around the site so that the City could model future development scenarios and options for the site. Dan Wright, MAI will be attending the meeting and will be available to review real estate sale and listing activity in the area as well as provide professional insight on the market variables related to the subject tract. Based on the March 7, 2017 Council Work Session, staff understands Council may wish to consider four different scenarios on the subject tract: OPTIONS Scenario 1 Sell the property for future commercial/retail development, subject to existing utility and drainage easements. Based on the sales activity we reviewed, we estimate the blended value of the 10.9 acre tract, upland and flood plain, between $3 and $4 per square foot ($1.4 M to $1.9 M). Additionally, by selling the property for private development, the City could realize between $9,500 and $13,000 in annual city property tax revenue for the unimproved tract. Scenario 2: Maintain ownership of the Prescott Tract and reserve the property for future public use. This use would include but not be limited to development of an in -fill fire station and satellite police facility, a Park and Recreation trail head and sell approximately five acres to DCTA for long-term strategic needs for public transportation; park and ride and/or commuter rail station. Further exploration of this option may require future follow up with Council on Fire Department response City of Denton Page 2 of 4 Printed on 5/19/2017 powered by I._ag;gl;>karI File #: ID 17-491, Version: 1 needs and strategic plan in relation to proposed residential and commercial development in the area, Parks and Recreation Strategic Trail Plan as well as identifying development costs for the proposed extension of the A - train and review of the DCTA Service Plan. Scenario 3: Move forward with Scenario 2 outlined above, however, sell the frontage on US 380/University Drive for development opportunities and locate the proposed fire station further north on the tract. Due to limited developable acreage, this scenario would not include DCTA's proposed use of approximately five acres on the north end of the tract. If the frontage property were to be sold, staff anticipates the value of an approximate 2.5 acre tract to be in a range of $5 to $8 per square foot or $550,000 to $900,000. Based on similar developments in the area the undeveloped 2.5 acre tract could save between $3,758 to $6,150 in annual City property tax revenue per year. Scenario 4: Council may wish to consider delaying further discussion and/or action on the Prescott Tract for the next 18 to 24 months and reassess the market and community needs at that time. PRIOR ACTION/REVIEW (Council, Boards, Commissions) July 19, 2016 - City Council Closed Session discussion. March 7, 2017 - City Council Work Session discussion April 11, 2017 - DCTA presentation to Mobility Committee FISCAL INFORMATION DME purchased the approximately 10.94 acres for $1,700,000 under its CIP Budget. 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: 4.1 Enhance public safety in the community EXHIBITS 1. March 7, 2017 Council AIS 2. Fire Station Response Map and Workload Measure 3. Prescott Tract and Cooper Creek Trail Extension 4. DCTA PowerPoint Presentation 5. Teague Nall and Perkins March 29, 2017, Floodplain Study and Map 6. Mingo Road Level of Service 7. Current and Future Land Use 8. Presentation City of Denton Page 3 of 4 Printed on 5/19/2017 powered by I._ag;gl;>karI File #: ID 17-491, Version: 1 Respectfully submitted: Mark Nelson Transportation Director City of Denton Page 4 of 4 Printed on 5/19/2017 powered by I._ag;gl;>karI Agenda Information Sheet DEPARTMENT: Community Affairs CMIACM: Todd Hileman Date: March 7, 2017 SUBJECT ...Title 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. ... Body 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 -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 1 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. 2 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. 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 H -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 Parks and Recreation DCTA 2 acres $311,018 0.2 acres $31,102 5 acres $777,546 EXHIBITS 1. Denton County Transportation Authority Letter of Interest 2. Teague Nall and Perkins Floodplain Study 3. Community Mixed Use Centers Allowable Uses 4. Employment Centers Allowable Uses 5. Neighborhood Residential Allowable Uses Respectfully submitted: John Cabrales Jr. Department of Community Affairs 3 s I I c"D I c 11 u u v i _ / /✓Q l i r. ✓ / Oman i WIA r: �l 00 ilii i ��Gi /f fr i //✓ 9bNN��N�rra�a�u�����,U/ rd/irnnraaiaui�tauiia��ia v� r �r 1. uww� nus "''%/� IIII IIII IIII II IIII VIII IIII IIII IIII /' l r i / r ii ter, Nr✓�// /r Ua o ro✓G'wG 1t ✓ r � Al^qui j//' `flifl9i r ,r �'✓O Jaw. �j, %///NrJ 1lri'"%� I "� 41su �YIb r j s h -A i ?fur i II j aG N !rw 0 j ��gp . ny r i o ✓ � � )Jk i � r � � (moi Q� P 0 �1 i r iii v rpwp 1 /lIV +1 V I ✓1 iM,� �, cu r 0� f u Ullr 5 l%' irfx uujllllrr�j � �� �%��Oi� � �� ✓i��ii � � (fUl '� „,�, '� n � iw Nr�ltldrq„�g�� iiii� %/U/ � r 'r � � �� e✓avl+'m''1, R oz), J v ,✓' ..fii�}u ov �G sr ✓ f ✓/ 1 i/ rtai IVVY�� ti r � � F.. ��i�p,�rp6�ur-gyp I �� �c� til Gild //i i ` 7 G 4 a l Iw / ✓ s r -6' 'A IF, TR a' � "Al %r �/ �� i, ° Wrl ✓. 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N L Q E E U cz L N N N N cd CL E 0 V cd Q i Li V _4 4k O Q) 3 O U > � J Ll. •� — O06 i > LL d1 O O N O � d1 O O i L 0) ++ U N UA -0�> d O = i C O Q 3 C,6 Q Q = UA 'ca+ C ' } i LL + =3 Vf cn ate+ E m v.� Ev= O O -, O U O O 0 Z : 0 0 4k O Q) > Ll. •� — O06 i N N LL d1 � O � d1 XN i L v = Q d O = J C O Q H 0 H r0 zzs v3: D D in - L ct LL (1) ct .o cn o .o N N c`1 bj N O L L N D L cA E 2 tv � O ct c- V cd C) cn 0 cG d E f L.c .0 >, cVG L F 40 - O Cn a 3 a� ,-J o-v -o 4-J v) In CU bo �4-JN V of LuLn - LQ N N N 0 Q -gyp N ul �I 4-J tv M U Q Z CL F O ti tn,p March 29, 2017 Mr. John J. Cabrales Director of Community Affairs City of Denton 215 E. McKinney Denton, TX 76201 RE: Prescott Tract John: The City of Denton acquired the so-called Prescott tract at US 380 and Virginia Street in 2015 in order to acquire a transmission line easement, as part of the DME Transmission CIP. The property owner was unwilling to sell the easement without selling the entire tract. The City is now interested in reclaiming a portion of the floodplain to allow for development of the site. Possible uses include a fire station and a DCTA Park and Ride site. A Pre -Development meeting has been held with City Planning staff to identify procedures needed for development of the site. www.tnpinc.com engineers surveyors landscape architects The property is currently not platted, and is zoned EC -C. There are no required buffers to adjacent properties, and no detention would be required since the site drains directly to the floodplain. No public improvements would Ilk ly.,,Ele qq r,y t fg iNf r te,s v j, r a rat,pf,trh sl ..,,.....I, i ,dot„lik l,y.that.d gwp ay;,dGr jy froml ............................. US 380 would be permitted by TxDOT because of the existing turn lane and proximity to Loop 288, though no application for a driveway has been made at this time. Access would be from Virginia Street, where there is already a median opening for two -directional access to US 380. The focus of this narrative is the effect of the floodplain on the site and measures that can be taken to reclaim some portion of the site to render it developable, or more developable. The attached exhibit shows the current effective floodplain (100 -year storm) in pink and the 500 -year flood limits in green. Some preliminary analysis has been done using FEMA flows and existing topography. That analysis shows that the actual floodplain could likely be "reclaimed” to the yellow line by submitting either a Letter of Map Revision based on Fill (LOMR-F) or a Letter of Map Amendment (LOAM) to FEMA. It appears that the large finger of floodplain in the middle of the site was filled in approximately 2005. Some additional analysis shows that with some excavation and corresponding fill, the floodplain line could be moved further east to approximately the white line shown on the exhibit. This does not increase the buildable area of the site, but does capture more of the railroad frontage, which would be advantageous if the site were developed as a DCTA station for the A -Train system. The question of reclaiming even more of the site has also been raised, including for example the finger of floodplain that extends south along the west side of Loop 288 to nearly US 380. A cursory review suggests that such additional reclamation could be possible, but only if a place to compensate for lost valley storage can be found. Typically, that compensatory storage must be found on the same site as the proposed fill. In this case there is no obvious place on this site to accomplish the necessary excavation to compensate for the storage loss that would result in increased developable area. Reclaiming any of the site from the floodplain, other than the LOMR-F or LOMA "reclamation" (which is actually just a recognition of existing conditions) may be possible with the following constraints and processes. The constraints that any reclamation of this property must meet are both FEMA and City of Denton environmental (DDC, subchapter 17) and floodplain (DDC Subchapter 19) criteria. Primarily, the excavation and fill that comprise the reclamation must meet the following criteria: • It must not increase water surface elevations on adjacent properties; • It must not reduce valley storage; and • It must consider environmental constraints, including US Army Corps of Engineers jurisdictional waters and City of Denton Environmentally Sensitive Areas (ESA's) and riparian buffers. Fort Worth a 5237 N. Riverside Drive, Suite 100 a Fort Worth, Texas 76137 e 817.336.5773 Dallas a 17304 Preston Road, Suite 1340 a Dallas, Texas 75252 a 214.461.9867Al Denton a 1517 Centre Place Drive, Suite 320 a Denton, Texas 76205 a 940.383.4177 Registered by the Texas Board of Professional Engineers, Firm No. F-230 a Registered by the Texas Board of Professional Surveyors, Firm No. 100116.00 Mr. John Cabrales Prescott Tract March 29, 2017 Page 2 of 2 Meeting these constraints and complying with applicable codes will require the following: • A variance from P&Z allowing the modification of the floodplain of a major stream; • An Alternate ESA approval from City Council; • A Conditional Letter of Map Revision (CLOMR) to be approved by the City of Denton and FEMA; • Construction to carry out the necessary excavation and fill; • A Letter of Map Revision (LOMR) approved by the City of Denton and FEMA after construction is complete. Construction costs cannot be readily estimated without some determination of the extent of reclamation to be attempted. Some of the major engineering costs can be estimated, since the process for modifying the floodplain is not entirely dependent on the amount of reclamation. Estimates of the cost of preparation of construction plans and environmental mitigation are quite dependent on the extent of the project, and cannot be readily identified at this early stage. The following estimated costs are only general estimates and are certainly not intended to be a proposal or a cap. Estimated Design Costs: Hydraulic Modeling and Analysis $12,000 CLOMR Preparation and Submittal $15,000 LOMR Preparation and Submittal $15,000 Review Fees City of Denton $ 3,700 FEMA CLOMR Review $ 6,500 FEMA LOMR Review $ 8,000 These estimated fees are not intended to include all development design costs, and do not include site planning, platting, site design, construction or other costs. We stand ready to provide whatever assistance you may need in moving forward with development of this property. Please don't hesitate to give me a call if you have any questions. Sincerely, tnp League nail & perkins Gary L. Vickery, P.E., CFM Principal i itl,,1 'neem; y .... sr s A p 14 �wq,lf"""'°"`q � � », •'"iw1��`AYIk m � o u � � �i �i �i n s ul9R N ,tier 459 N 10 is m 'i m o vY ui, wO wncl u d c_ i itl,,1 'neem; y .... sr s A p 14 �wq,lf"""'°"`q � � », •'"iw1��`AYIk m � o u � � �i �i �i n s ul9R N ,tier 459 N 10 is m 'i m o vY ui, wO wncl u —U Roselawn Intersection Improvement Locations e ,Kimley> orn Deawbere2016 M DENT® oro nada �r. �m ..."�..... n.� ... Wi'ndriver� Legend Intersection Improvements Modeling Evaluation Intersections V Existing Observation Intersections LOS (Based on V/C) Acceptable - Committed (LOS A,B) Tolerable - Committed (LOS C,D) i,Unacceptable - Committed (LOS E,F) Acceptable (LOS A,B) Tolerable (LOS C,D),� .............. Unacceptable (LOS E,F) ................... Local Roads City Limits ETJ Railroad *The Level of Service (LOS) identified on this map is estimated based on daily volumes and generalized capacities. More detailed corridor analysis would be required to calculate actual LOS. Possible Fire Station Location Current Projects SITE Current Projects J N �COD wE 0 ozs os oMP Parcels All Current Projects ...................� ETJ S0, i �, Roads Approved Projects NAA 8/1/20 DENTON DevOgpnienf Services GIS Railroads k, Date: 4/3/2017 The City of Denton has prepared maps for departmental use. These are not official maps of the City of Denton and should not be used for legal, engineering or surveying purposes but rather for reference purposes. These maps are the property of the City of Denton and have been made available to the public based on the Public Information Act. The City of Denton makes every effort to produce and publish the most current and accurate information possible. No warranties, expressed or implied, are provided for the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement. Possible Fire Station Location Future Land Use i i / / � l / / / o r / / / / � I j /sr / �/ I / IIIj / / / / / / / / / r / // //.• /jai .,: ������/�� � .. /�/ ��� /;,�/ jjj R" LowRestdentlal @X'ImDgmolll �h • _ � /rrl ���i/ �� //Of�Oi; � r e / /�/ / e rrrr ,// . ✓ � �. / / % ,. , , a, e >,, � � ter,. �//,%//,i.,krrr✓/� �, / � ����i/,, /�� ,01 Y f `✓ - ... r.......r r / ,,..,... to/... /... ... / / �Q�v❑oj �`r� lir � �: � ��I���1��1111�����/ „ �� ��/� r, �i� ��% . SITE Rural Areas Neighborhood/ University Compatibility Area N 0 ozs os , wt, rr / Parcels Low Residential Business Innovation Roads / � Moderate Residential Commercial J ' d 41""l ,. Community Mixed Use Government/ Institutional Railroads Neighborhood Mixed Use Parks / Open Space ' -..,, DENTON Deva,uojpnie wervices GIGS �• Date: 3/30/2017 J. The City of Denton has prepared maps for departmental use. These are not official maps of the City of Denton and should not be used for legal, engineering or surveying purposes but rather for reference purposes. These maps are the property of the City of Denton and have been made available to the public based on the Public Information Act. The City of Denton makes every effort to produce and publish the most current and accurate information possible. No warranties, expressed or implied, are provided for the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement. ri7 a i 00 06 00 0 4-J QL QL LU CO I U 76CO UciCo I I 0 r� W, R� I All ¥ ON iLn4-J Ln LU I I ®� IU U 4-J 0 Ln 0 u CL U 4-1 4-J 4-J 4-J 4-J ro a) 4— ro CL ro V) 4- w Ln E ro ro C) ro 4-J U- ww � � Ln ro i CL | i I City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEWON Legislation Text File #: ID 17-607, Version: 1 AGENDA DATE: DEPARTMENT: DCM: AGENDA INFORMATION SHEET May 23, 2017 Parks and Recreation Bryan Langley SUBJECT Receive a report, hold a discussion, and give staff direction regarding park turf maintenance and reforestation of parks. BACKGROUND On April 4, 2017, Parks and Recreation received direction from City Council to provide details regarding mowing policies at the parks and how the mowing impacted tree regrowth in the parks. The resulting content is compiled and provided for that purpose. The City of Denton hosts 32 parks, many with a mix of passive areas such as open spaces and walking trails; some with active areas such as trails and athletic fields. Denton parks are separated into five maintenance classifications, each defined as follows: Class A: Public buildings, fire stations, parks. These areas have irrigated turf that is mowed a minimum of 32 cycles a year, weekly during the growing season. Sports Class A: Athletic field turf is irrigated and mowed twice weekly during the growing season and weekly during off-season when it's over -seeded. Class B: Most neighborhood parks and medians. The turf in these in these areas is usually non- irrigated and mowed a minimum of 20 cycles per year, every other week during the growing season. Class C: Large open spaces and rights of way. Turf is mowed once monthly using large tractors with flail mower attachments. Class D: Maintenance of natural, undeveloped areas. The perimeter of each area is mowed consistent with Code compliance, and a narrow path adjacent to trails is often mowed to prevent encroachment. Most Class D areas are never mowed and one-half of the park inventory is comprised of acreage classified as Class D. This acreage remains in its natural state to promote natural reforestation, afford habitat for resident wildlife, and provide safe harbor for migrating birds. EXHIBITS Exhibit I and 1 B - Park Acreage by Maintenance Classification 2. Exhibit 2 - Class A and B 3. Exhibit 3 - Class C and D 4. Exhibit 4 - PowerPoint City of Denton Page 1 of 2 Printed on 5/19/2017 powered by I._eggl;>karI File M ID 17-607, Version: 1 Respectfully submitted: Emerson Vorel, Director Parks and Recreation For information concerning this matter, please contact: Emerson Vorel at 349-7460. City of Denton Page 2 of 2 Printed on 5/19/2017 powered by I._ag;gl;>karI Park Acreage by Maintenance Classification Location Class A Class B Class C Class D Total Developed PARKS Avondale 17.85 17.85 Bowling Green 13.00 2.00 3.00 18.00 Briercliff 9.62 9.62 Carl Young 9.80 9.80 Carter 0.10 0.10 Cross Timbers 23.14 47.90 71.04 Denia 14.00 9.00 23.00 Ernest Dallas Memorial Park 5.36 5.36 Evers 24.00 5.41 29.41 Fred Moore 10.00 10.00 Joe Skiles 5.50 5.50 Lake Forest 3.00 13.00 53.32 69.32 Loon Lake 3.00 3.00 Mack 23.39 9.63 15.93 48.95 McKenna 18.00 18.00 Milam 1.74 1.74 MLK 5.00 5.00 Nette Shultz 10.00 10.00 North Lakes 82.00 108.00 111.00 96.00 397.00 North Point 10.39 10.39 Owsley 0.52 0.52 Preserve at Pecan Creek 15.38 15.38 Quakertown 32.00 32.00 Sequoia 5.50 5.50 South Lakes 21.00 57.00 3.00 106.33 187.33 Water Works Park 17.36 17.36 Wheeler Ridge 6.00 6.00 Woodrow 8.80 8.80 UNDEVELOPED Parks (purchased or deeded property) Airport Road (open space) 41.63 41.63 Bent Creek 21.47 21.47 Vintage 40.36 40.36 Pebble Brook 24.21 24.21 Robson Ranch 16.88 16.88 Southwest Park 196.50 196.50 108 Industrial 0.11 0.11 TRAILS AND LINKAGES Cooper Creek/Monterey Trail 16.61 15.00 31.61 Rail Trail 17.26 59.70 76.96 TOTAL Park Acreage 237.13 1 382.32'1 143.84 1 722.40 1 1,485.68 Location Class A Class B Class C Class D Total Non -park public bldgs 2.10 II 2.10 City Hall West 0.10 City Hall East 0.50 Service Center 0.50 Linda McNatt Animal Adoption Center 1.00 Libraries 1.00 ' 1.00 North Branch 0.50 South Branch 0.50 Fire Stations 3.60 3.600 Station #1 0.45 Station #2 - McKinney/Mockingbird 0.45 Station #3 0.45 Station # 4 0.45 Station #5 - Windsor 0.45 Station #6 0.45 Station #7 - Vintage 0.45 Old Fire Central 0.45 Cemeteries 38.00 38.00 IOOF 25.00 Oakwood 13.00 Street medians 15.35 44.85 ' 60.20 ROW 716.70 716.70 Non -Park Acreage subtotal' 22.05 82.85 716.70 U�j j 821.60 /, J,, Exhibit 2 Class A Exhibit 3 Class C Class D �u c L ry cn (T 0 0 4— OL L � Q D cN N �� 0 N � CO � U Q N O n n n m CD0-4 U 0 E L6 L N i N 3 -T� Qac 5, 0 0 0 U 0 Z IL Q!� 0 I O nNn` I W � N L � U O � O O V) U AN Oo N cn O U O N O � � N N QU Oo 014 N N 0 O � � N cry o � o Q i i _ OO -7 --7 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEWON Legislation Text File #: ID 17-649, Version: 1 Agenda Information Sheet SUBJECT 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 Jeremiah Fisher Survey, Abstract No. 421 and the Stephen Hembrie Survey, Abstract No. 643, Denton County, Texas, and generally located in the 3400 and 3900 blocks of Teasley Lane, 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. (FM 2181 Utility Relocations Project - Meredith - Parcel 17 & VMY Properties, LLC - Parcel 37) City of Denton Page 1 of 1 Printed on 5/19/2017 powered by I-eg;gl;>karI City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com IEN' `IN Legislation Text File #: ID 17-652, Version: 1 Agenda Information Sheet DEPARTMENT: CM/ ACM: Date: SUBJECT Mental Health Awareness Month BACKGROUND OPTIONS RECOMMENDATION ESTIMATED SCHEDULE OF PROJECT PRIOR ACTION/REVIEW (Council, Boards, Commissions) FISCAL INFORMATION BID INFORMATION 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: Choose an item. City of Denton Page 1 of 2 Printed on 5/19/2017 powered by I._eggl;>karI File M ID 17-652, Version: 1 Related Goal: Choose an item. EXHIBITS Respectfully submitted: (Name of Director) (Title) Prepared by: (Name) (Title) City of Denton Page 2 of 2 Printed on 5/19/2017 powered by L.ag;gl;>karI City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com I..NTO File #: ID 17-647, Version: 1 Legislation Text Agenda Information Sheet SUBJECT B.C. Groves regarding the Police Department's refusal to take her complaint. City of Denton Page 1 of 1 Printed on 5/19/2017 powered by I-eg;gl;>karI City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEWON File #: ID 17-604, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Economic Development CM/ ACM: Bryan Langley Date: May 23, 2017 SUBJECT Consider approval of a resolution of the City Council of the City of Denton nominating Mayday Manufacturing Co. to the Office of the Governor, Economic Development and Tourism ("OOGEDT") through the Economic Development Bank ("the Bank") as an Enterprise Project ("Project"); and providing an effective date. BACKGROUND Texas Enterprise Zone Program The Texas Enterprise Zone Program is a State of Texas economic development tool to promote job creation and capital investment in economically distressed areas of the state. Successful applicants are eligible to apply for state sales and use tax refunds on qualified expenditures. The program provides state reimbursement category levels related to the level of capital investment and number of jobs created and/or retained for economically disadvantaged individuals during the designation period. Key aspects of the Texas Enterprise Zone (TEZ) Program are: • The local city or county must nominate the qualified company as an Enterprise Project and must offer one or more forms of local tax incentive to the company. • Projects may be physically located in or outside of an Enterprise Zone. The location determines the percent of new employees that must meet economically disadvantaged or Enterprise Zone residence requirements. • The Enterprise Project must be nominated for a designation period of not less than one year and up to five years, non-inclusive of a 90 -day window prior to the application deadline. Employment and capital investment commitments must be incurred and met within this timeframe. • Denton is eligible for up to four Enterprise Projects plus two additional bonus Enterprise Projects per State biennium. Denton has nominated three Enterprise Projects (WinCo Foods and two concurrent nominations for Peterbilt Motors) during this state biennium. • The State accepts applications on a quarterly basis. June 1, 2017, is the next application deadline date. • Applications are scored on criteria that reflect the distress of the area, state priority, and local and private effort. The State may designate up to 105 Enterprise Projects each biennium. Mayday Manufacturing Co. Mayday Manufacturing Co. is an aircraft parts manufacturer for the aerospace, defense and homeland security industries. Mayday is a market -leading maker of mission -critical bushings, pins, sleeves, and precise -tolerance City of Denton Page 1 of 2 Printed on 5/19/2017 powered by I._eggl;>karI File #: ID 17-604, Version: 1 machined components for landing gear, rotor heads, engine mounts, flight controls, and actuation systems. Mayday operates a 130,000 -square -foot facility located at 3100 Jim Christal Road, where the company employs more than 200 full-time workers. Mayday has a sister company, Hi -Tech Metals, Inc., which also operates out of the facility. Hi -Tech is a full-service metal processor offering a vast portfolio of unique and challenging processing services to aerospace original equipment manufacturers and tier -1 suppliers. Hi-Tech's capabilities include anodizing, cadmium and zinc -nickel plating, organic coatings, non-destructive testing, and heat treatment. Both companies are wholly-owned subsidiaries of ESCO Technologies, Inc. In 2012, City Council approved a Chapter 380 grant to Mayday Manufacturing equal to 75% of the increased tax revenues on the building and business personal property for a 10 -year term. Mayday has received three annual incentive payments to date, totaling $75,339. Mayday plans to invest approximately $10 million over the next five years at its Denton manufacturing facility. Included in the investment is a 15,000 -square -foot building expansion for additional production capacity and consolidation of shipping and inspection departments, as well as additional machinery and equipment spread over the five years, primarily driven by production capacity associated with the expanded building footprint. Mayday is not planning to add new jobs at this time. PRIOR ACTION/REVIEW (Council, Boards, Commissions) July 19, 2016 - The City Council held a public hearing and adopted Ordinance No. 2016-213 authorizing the City's participation in the Texas Enterprise Zone Program. This action enabled the Council to nominate companies as Enterprise Projects via approval of a resolution. Feb. 21, 2012 - The City Council approved a Ch. 380 grant to Mayday Manufacturing Co. (2012-045) FISCAL INFORMATION Nominating Mayday Manufacturing Co. as an Enterprise Project has no fiscal impact to the City. RECOMMENDATION Staff recommends approval of the resolution. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Economic Development Related Goal: 3.3 Promote a business -friendly environment EXHIBITS Exhibit 1 - Mayday Enterprise Zone Nominating Resolution Respectfully submitted: Caroline Booth Director of Economic Development City of Denton Page 2 of 2 Printed on 5/19/2017 powered by I._ag;gl;>karI S:ALePROur Documents\ReSO1utiOnS\17\Mayday.docx RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DENTON NOMINATING MAYDAY MANUFACTURING CO., TO THE OFFICE OF THE GOVERNOR, ECONOMIC DEVELOPMENT AND TOURISM ("OOGEDT"), THROUGH THE ECONOMIC DEVELOPMENT BANK ("THF, BANK"), AS AN ENTERPRISE PROJECT ("PROJECT"); AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton City Council (City) has previously passed Ordinance No. 2016-213 electing to participate in the Texas Enterprise Zone Program (Program) authorized by Chapter 2303, Subchapter F of the Texas Enterprise Zone Act, Texas Government Code (Act), and the local economic development incentives available in the City are the same on this date as those outlined in Ordinance 2016-213; and WHEREAS, the Governor's Office of Economic Development and Tourism through the Economic Development Bank will consider the project proposed by Mayday Manufacturing Co. (Mayday, as an enterprise project pursuant to a nomination and an application made by the City; and WHEREAS, the project is located in an area designated as an enterprise zone; and the City desires to create the proper economic, and social environment to induce the investment of private resources in productive business enterprises located in severely distressed areas of the city, and to provide employment to residents in such areas; and WHEREAS, pursuant to the Act, Mayday has applied to the City for designation as an enterprise project, and the City finds that Mayday meets the criteria for designation as an enterprise project as required by the Act based on the following factors: 1. Mayday is a qualified business under the Act, because it will be engaged in the active conduct of a trade or business at a qualified business site within the governing body's jurisdiction located outside of an enterprise zone and at least thirty-five percent (35%) of the business' new employees will be residents of an enterprise zone or economically disadvantaged individuals, or veterans; and 2. There has been and will continue to be a high level of cooperation between the public, private, and neighborhood entities in the area; and 3. The designation of Mayday as an enterprise project will contribute significantly to the achievement of the plans of the City for development and revitalization of the area. WFIEREAS, the City Council finds that it is in the best interest of the City to nominate Mayday as an enterprise project pursuant to the Act; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The above recitals are adopted as findings of the City Council. S:ALegal\Our Docu111ents\Resolutions\17\Mayday.doex SECTION 2. The City Council nominates Mayday Manufacturing Co., to the Governor's Office of Economic Development and Tourism Division, through the Economic Development Bank, as an enterprise project that shall take effect on the date of designation of the enterprise project by the Governor's Office of Economic Development and Tourism Division and terminate five (5) years after the date of designation. SECTION 3. This resolution 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: AARON LEAL, INTERIM CITY ATTORNEY BY: City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com IlEYlf `IN File #: ID 17-617, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: City Manager's Office CM: Todd Hileman DATE: May 23, 2017 SUBJECT Consider adoption of an ordinance of the City of Denton Authorizing an agreement between the City of Denton, Texas and Denton Supportive Housing Pilot, at United Way of Denton County, Inc., for the purpose of care packages; authorizing the expenditure of funds; and providing for an effective date. ($200) BACKGROUND This Agreement allows for the total expenditure of $200 from Council Contingency Funds. (Council Member Keely Briggs) Key provisions of the Agreement include: ➢ Funds shall be used for expenses for the 2017 Denton Supportive Housing Pilot's, Move -In Basket. ➢ In addition to other reporting requirements, documentation in the form of cancelled checks and/or corresponding receipts specifically detailing expenditure of funds for the purpose provided is required for reimbursement from these designated funds. FISCAL INFORMATION Funding for the Agreement will come from Council Contingency Funds. 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: Safe, Liveable & Family -Friendly Community 4.4 Provide and support outstanding leisure, cultural, and educational City of Denton Page 1 of 2 Printed on 5/19/2017 powered by I._eggl;>karI File #: ID 17-617, Version: 1 opportunities EXHIBITS 1. Ordinance and Agreement Respectfully submitted: Todd Hileman City Manager Prepared by: Sarah Lollar Executive Assistant City of Denton Page 2 of 2 Printed on 5/19/2017 powered by I._ag;gl;>karI S1Lega1\0ur Documents\0rdinances\1 7\sery agr-Denton Supportive Housing Pilot Ord.doc ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS, AND DENTON SUPPORTIVE HOUSING PILOT AT UNITED WAY OF DENTON COUNTY, INC.; PROVIDING FOR THE EXPENDITURE OF FUNDS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton hereby finds that the agreement between the City and Denton Supportive Housing Pilot at United Way of Denton County, Inc., which is attached hereto and made a part hereof by reference (the "Agreement"), serves a municipal and public purpose and is in the public interest; NOW, THEREFORE, THE COUNCIL Ol"THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings set forth in the preamble of this Ordinance are incorporated by reference into the body of this Ordinance as if fully set forth herein. SECTION 2. The City Manager, or his designee, is hereby authorized to execute the Agreement and to carry out the duties and responsibilities of the City under the Public Service Agreement, including the expenditure of funds as provided in the Agreement. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the - day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY BY: Olegakoitr docuinen(s\contracts'd 7\sery agr-Benton supportive housing pilot doc SERVICE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND DENTON SUPPORTIVE HOUSING PILOT This Agreement is hereby entered into by and between the City of Denton, Texas, a Home Rule Municipal Corporation, hereinafter referred to as "City", and Denton Supportive Housing Pilot, at United Way of Denton County, Inc., a Texas Non -Profit Corporation, hereinafter referred to as "Pilot." WHEREAS, City has determined that the proposal for services merits assistance and can provide needed services to citizens of City and has provided flinds in its budget for the purpose of paying for contractual services; and WHEREAS, this Agreement sciNes a valid municipal and public purpose and is in the public interest; NOW, THERE FORE, the parties hereto mutually agree as follows: I. SCOPE OF SERVICES Pilot shall, in a satisfactory and proper manner, perform the following tasks, for which the monies provided by City may be used: The funds being provided shall be used by Pilot for the put -pose of care packages (trash bags, paper towels, toilet paper, cleaning supplies, grooming products) for veterans that obtain housing after experiencing street homelessness. 11, OBLIGATIONS OI' PILOT In consideration of the receipt of funds from City, Pilot agrees to the following terms and conditions: A. Two Hundred Dollars and no/I 00 ($200,00) shall be paid to Pilot by City to be utilized for the purposes set forth in Article 1. B, Pilot will maintain adequate records to establish that the City funds are used for the purposes authorized by this Agreement. C. Pilot will permit authorized officials of City to review its books at any time. D, Upon request, Pilot will provide to City its By Laws and any of its rules atid regulations that may be relevant to this Agreement. E. Pilot will not enter into any contracts that would encumber City Funds for a period that would extend beyond the term ofthis Agreement. sAcpMurdocumentAcon tracts\ 17servagr,denlon supportive housing pilot doc F. Pilot will appoint a representative who will be available to meet with City officials when requested. G. Pilot will submit to City copies of year-end audited financial statements. 111, TIME OF PERFORMANCE The services funded by City shall be undertaken and completed by Pilot within the following time frame: The term of this Agreement shall commence on the effective date and terminate September 30, 2017 unless the contract is sooner terminated under Section VII "Suspension or Termination". IV. PAYMENTS A. PAYMrNTST0 PILOT, City shall pay to Pilot the sum specified in Article 11 after the effective date of this Agreement. 13, 1:XCESS PAYMENT. Pilot shall refund to City within ten (10) working days of City's request, any sum of money which has been paid by City and which City at any time thereafter determines: 1) has resulted in overpayment to Pilot; or 2) has not been spent strictly in accordance with the terms of this Agreement; or 3) is not supported by adequate documentation to fully justify the expenditure. V. FWALUATION Pilot agrees to participate in an implementation and maintenance system whereby the services can be continuously monitored. Pilot agrees to make available its financial records for review by City at City's discretion, In addition, Pilot agrees to provide City the following data and reports, or copies thereof. A. All external or internal audits. Pilot shall submit a copy ofthe annual independent audit to City within ten (10) days of receipt. B. All external or internal evaluation reports. C. An explanation of any major changes in program services, D. To comply with this section, Pilot agrees to maintain records that will provide accurate, current, separate, and complete disclosure of the status of funds received and the services performed Page 2 of 7 Olegakour documenMeontracts\1 I\sery agr-demon supportive housing pilot doe under this Agreement. The record system of Pilot shall contain sufficient documentation to provide in detail full support and justification for each expenditure. Pilot agrees to retain all books, records, documents, reports, and written accounting procedures pertaining to the services provided and expenditure of funds under this Agreement For five years. I". Nothing in the above subsections shall be construed to relieve Pilot of responsibility for retaining accurate and current records that clearly reflect the level and benefit ofservices provided tinder this Agreement. Vt. DIRECTORS' MEFPINGS During the term of this Agreement, Pilot shall deliver to City copies of all notices of meetings of its Board of Directors, setting forth the time and place thereof wherein this program is a part ofthe subject matter of the meeting. Such notice shall be delivered to City in a timely manner to give adequate notice, and shall include an agenda and a brief description of the matters to be discussed. Pilot understands and agrees that City's representatives shall be afforded access to all meetings of its Board of Directors. Minutes of all meetings of Pilot' governing body shall be available to City within ten (10) working days of*approval. VII. TERMINATION The City may terminate this Agreement for cause if Pilot violates any covenants, agreements, or guarantees of this Agreement, the Pilot' insolvency or filing of bankruptcy, dissolution, or receivership, or the Pilot' violation of any law or regulation to which it is bound under the terms of this Agreement. The City may terminate this Agreement for other reasons not specifically enumerated in this paragraph, VIII. ¢ tl�-QPPORTI INITY AND COMPHANCF WITI I [,A WS A. Pilot shall comply with all applicable equal employment opportunity and affirmative action laws or regulations. B. Pilot will furnish all information and reports requested by City, and will permit access to its books, records, and accounts for purposes of investigation to ascertain compliance with local, State and Federal rules and regulations. C. In the event of noncompliance by Pilot with the nondiscrimination requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and Pilot may be barred f'rorn further contracts with City, IX. WARRANTIES Pilot represents and warrants that: Page 3 of 7 SAlegANUM docunncn(sVonmta,;\1 7\sary agr-damn supportive how%iiig pilot doe A. All information, reports and data heretofore or hereafter requested by City and furnished to City, are complete and accurate as of the date shown on the information, data, or report, and, since that date, have not undergone any significant change without written notice to City. B. Any supporting financial statements heretofore requested by City and furnished to City, are complete, accurate and fairly reflect the financial conditions of Pilot on the date shown on said report, and the results of the operation for the period covered by the report, and that since said data, there has been no material change, adverse or otherwise, in the financial condition of' Pilot. C. No litigation or legal proceedings are presently pending or threatened against Pilot. D. None of the provisions herein contravenes or is in conflict with the authority under which Pilot is doing business or with the provisions of any existing indenture or agreement of Pilot, E. Pilot has the power to enter into this Agreement and accept payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions of this Agreement. F. None of the assets of Pilot are subject to any lien or encumbrance of any character, except for current taxes not delinquent, except as shown in the financial statements furnished by Pilot to City. Each of these representations and warranties shall be continuing and shall be deemed to have been repeated by the submission of each request for payment. X. CHANUS AND AMI-1,M)MENTS A, Any alterations, additions, or deletions to the terms of this Agreement shall be by written amendment executed by both parties, except when the terms of this Agreement expressly provide that another method shall be used. B. It is understood and agreed by the parties hereto that changes in the State, Federal or local laws ur regulations pursuant hereto may occur during the term of this Agreement. Any Such modifications are to be automatically incorporated into this Agreement without written amendment hereto, and shall become a part of the Agreement on the effective date specified by the law or regulation, C. Pilot shall notify City of any changes in personnel or governing board composition. Page 4 of 7 sAlegallour downrien I s\oonlrads\ I 7\sery Apr -den I on supportive housing pikii doe XI, INDEMNIFICATION To the extent authorized by law, the Pilot agrees to indemnify, hold harmless, and defend the City, its officers, agents, and employees from and against any and all claims or suits for injuries, damage, loss, or liability or whatever kind or character, arising out of or in connection with the performance by the Pilot or those services contemplated by this Agreement, including all such claims or causes of action based upon common, constitutional or statutory law, or based, in whole or in part, upon allegations of negligent or intentional acts of Pilot, its officers, employees, agents, subcontractors, licensees and invitees. XII. CONFLICTOF INTF'RI­",ST A. Pilot covenants that neither it nor any member of its governing body presently has any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. Pi ' lot further covenants that in the performance ofthis Agreement, no person having such interest shall be employed or appointed as a member of its governing body. B. Pilot further covenants that no member of its governing body or its staff, subcontractors or employees shall possess any interest in or use his/her position for a purpose that is or gives the appearance of being motivated by desire for private gain for himself/herself, or others; particularly those with which he/she has family, business, or other ties, C, No officer, member, or employee of City and no member of its governing body who exercises any function or responsibilities in the review or approval of the undertaking or carrying out of this Agreement shall participate in any decision relating to ithe Agreement which affects his personal interest or the interest in any corporation, partnership, or association in which he has direct or indirect interest. XIII. NOTICE Any notice or other written instrument required or permitted to be delivicred under the terms of this Agreement 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, or via hand -delivery or facsimile, addressed to Pilot or City, as the case may be, at the following addresses: CITY IJEN,rON SUPPORTIVE HOUSING Pii,ur City of Denton, Texas Courtney Cross Attn: City Manager Community Impact Coordinator 215 E. McKinney Homeless Initiatives Denton, TX 76201 United Way of Denton County, Inc, Fax No, 940.349.8591 1314'1'easley Lane Denton, TX 76205 Page 5 of 7 ,gAlegalkour documentskontraos11 7lsery a gr-donton supportive housing pbt.doc Either party may change its mailing address by sending notice ofehange of address to the other at the above address by certified mail, return receipt requested, XIV, MISCELLANE00S A. Pilot shall not transfer, pledge or otherwise assign this Agreement or any interest therein, or any claim arising thereunder to any party or parties, bank... trust company or other financial institution without the prior written approval of City. B. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect and continue to conform to the original intent, ol'both parties hereto. C. In no event shall any payment to Pilot hereunder, or any other act or failure of City to insist in any one or more instances upon the terms and conditions of this Agreement constitute or be construed in any way to be a waiver by City of any breach of covenant or default which may then or subsequently be committed by Pilot. Neither shall such payment,- act, or omission in any manner impair or prejudice any right, power, privilege, or remedy available to City to enforce its rights hereunder, which rights, powers, privileges, or remedies are always specifically preserved. No representative or agent of City may waive the effect of this provision. 1). This Agreement, together with referenced exhibits and attachments, constitutes the entire agreement between the parties hereto, and any prior agreement, assertion, state rrient,understanding, or other commitment occurring during the term of this Agreement, or subsequent thereto, have any legal force or effect whatsoever, unless properly executed in writing, and i f'appropriate, recorded as an amendment of' this Agreement. E, This Agreement shall be interpreted in accordance with the laws ofthe State ofTexas and venue of any litigation concerning this Agreement shall be in acourt of competentjurisdiction sitting in Denton County, Texas. IN WITNESS WHEREOF, the parties do hereby affix their signatures and enter into this Agreement as of the dGuy t>t 2017. CITY OF DENTON, TEXAS I , ODD HILEMAN, CITY MANAGER Page 6 of7 sAlepAour documentsWnnots\l 7\sery agr-deuton supportive housing pilot.doc ATTEST: JENNIFER WALTERS, CITY SECRFrARY BY: APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY BY: ATTEST: BOARD SI: CkF-'rARY [),I'-'NT0N SUPPORTIVEHOUSING PILOT ... . ...... RTNI" "ROSS Page 7 of 7 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com IlEN' `IN File #: ID 17-627, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: May 23, 2017 SUBJECT 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 Komatsu equipment repair services for the City of Denton Fleet Services department; and providing an effective date (File 6437 -awarded to Kirby -Smith Machinery in the three (3) year not -to -exceed amount of $380,000). FILE INFORMATION This item is for outside contracted repair work for City of Denton Komatsu fleet equipment. The City of Denton has purchased Komatsu model construction equipment for extensive use by the Water, Solid Waste, and Electric departments since 2010. There are currently 17 Komatsus in the City of Denton fleet. The Fleet Services department has fifteen (15) mechanics that work on the smaller Komatsu machinery and one (1) full time heavy equipment technician for the larger pieces but some maintenance and repairs require specialized services that can only be performed by an authorized Komatsu repair facility. These services include all warranty work in which travel time is not covered, internal engine repairs, and repairs that are not suitable to be done in the field. Due to the steady growth of the City, Fleet Services staff estimates that outside repairs will increase as more services are required and much of the equipment is reaching the end of the warranty period. Therefore, staff is recommending approval of a funding amount not -to -exceed $380,000 for a three (3) year period. Kirby -Smith Machinery is the authorized Komatsu repair vendor for this area and provides repair services through Buy Board Purchasing Network Contract# 515-16 (Exhibit 2). Pricing obtained through the Buy Board Cooperative Purchasing Network has been competitively bid and meets the statutory requirements of Texas Local Government Code 271.102. RECOMMENDATION Award the purchase of Komatsu repair services to Kirby -Smith Machinery in the amount not to exceed $380,000. PRINCIPAL PLACE OF BUSINESS Kirby -Smith Machinery City of Denton Page 1 of 2 Printed on 5/19/2017 powered by I._eggl;>karI File #: ID 17-627, Version: 1 Dallas, TX ESTIMATED SCHEDULE OF PROJECT Work orders are issued and repairs made as needed. The Buy Board contract for this service initially expires on November 30, 2017 but has two options to renew through November 30, 2019. FISCAL INFORMATION The repairs will be funded from Fleet Services contract services account and then be billed back to departments through the Faster software work order 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 EXHIBITS Exhibit 1: Pricing Sheet for Services Exhibit 2: Buy Board Contract Exhibit 3: Ordinance Respectfully submitted: Ethan Cox, 349-7421 Customer Service Manager For information concerning this acquisition, contact: Terry Kader at 349-8729. City of Denton Page 2 of 2 Printed on 5/19/2017 powered by I._ag;gl;>karI EXHIBIT 1 Respondent's Business Name Kirby -Smith Machinery Principal Place of Business (City and State) Dallas, TX File 6437 - Pricing Sheet for REPAIR WORK Per Buy Board Contract # 521-16. Submitted Pricing includes FOB Destination to City of Denton Fleet Department. SECTION A - Labor Line DESCRIPTION Price Item $ 120.00 1 Hourly Labor Rate- Shop $ 140.00 2 Hourly Labor Rate- Mobile 3 After Hours Rate (normal hourly rate) 150% SECTION B - Miscellaneous Charges $ 140.00 4 Trip Fee (per hour) $ 90.00 5 Shop Supplies (max) $ 30.00 6 Environmental Fee (maximum) $ 2.95 7 Mileage Fee (per mile) Page 1 of 1 R0. Bax 400 Austin, TX 78767-9400 800.695.2919 / 512.467.0222 / Fax: 800.21 1.5454 buybcrard. coin October 19, 2016 Sent Via E-mail: sgeiser@kirby-smith.com Sol Geiser Kirby -Smith Machinery 8505 S.Central Expswy Dallas, TX 75241 Re: Notice of The Local Govemment Purchasing Cooperative Award Proposal Name and Number: Construction Equipment, Road and Bridge Equipment, Ditching, Trenching, Utility and Other Equipment No. 515-16 Congratulations, The Local Government Purchasing Cooperative (Cooperative) has awarded your company a BuyBoard@ contract based on the above -referenced Proposal. The contract is effective 12/1/2016 through 11/30/2017, with two possible one-year renewals. The contract documents are those identified in Section 3 of the General Terms and Conditions of the specifications. To view the items your company has been awarded, please review the proposal tabulation No. 515-16 on the following web -site: www.buyboard.com/vendor. Only items marked as awarded to your company can be sold through the BuyBoard contract. In addition, on this website you will find the membership list which will provide you with the names of all entities with membership in our purchasing cooperative. Enclosed with this letter you will find the following documents: • Vendor Quick Reference Sheet • Electronic Catalog Format Instructions • Vendor Billing Procedures You are advised that receipt of a purchase order directly from a Cooperative member is not within the guidelines of the Cooperative. Accepting purchase orders directly from Cooperative members may result in a violation of the State of Texas competitive bid statute and termination of this Cooperative BuyBoard contract. Therefore, all purchase orders must be processed through the BuyBoard in order to comply. Please forward by fax (1-800- 211-5454) any order received directly from a Cooperative member. If you inadvertently process a purchase order sent directly to you by a Cooperative member, please fax the order to the above number and note it as RECORD ONLY to prevent duplication. Per proposal specifications, awarded vendors will have 30 days or sooner to submit their electronic catalog including pricing. If the electronic data is not provided within 30 days or sooner of notice of award, we reserve the right to inactivate any company's award information from the BuyBoard until such time the electronic data is received. On behalf of the Texas Association of School Boards, we appreciate your interest in the Cooperative and we are looking forward to your participation in the program. If you have any questions, please contact BuyBoard Procurement Staff at 800-695-2919. Sincerely, Arturo Salinas BuyBoard Procurement Director v.12. is The Lorcai Covernlnant Pwchasing CoopenWive is endorsed hY the Texas Association of SchoolBoards, a U TV "es " Texas li�'onictpa! League Texas Assoc°iafion of Counties and Me Texas Assoo atfora of School Adrrrr lstradars. EXHIBIT 2 October 19, 2016 Sent Via E-mail: sgeiser@kirby-smith.com Sol Geiser Kirby -Smith Machinery 8505 S.Central Expswy Dallas, TX 75241 Re: Notice ofNational Purchasing Cooperative Piggy -Back Award Proposal Name and Number: Construction Equipment, Road and Bridge Equipment, Ditching, Trenching, Utility and Other Equipment, Proposal No. 515-16 Congratulations, The National Purchasing Cooperative (National Cooperative) has awarded your company a BuyBoard® contract based on the above -referenced Proposal. As provided for in the Proposal and your National Purchasing Cooperative Vendor Award Agreement, you are authorized to sell the goods and services awarded under the Proposal to National Cooperative members in states other than Texas through the BuyBoard. The contract is effective 12/1/2016 through 11/30/2017, with two possible one-year renewals. The National Cooperative membership list is available at our website www.buyboard.com/vendor. The list identifies the current members that may purchase awarded goods and services under your National Cooperative BuyBoard contract. You are advised that receipt of a purchase order directly from a National Cooperative member is not within BuyBoard guidelines. Accepting purchase orders directly from Cooperative members may result in a violation of applicable competitive procurement law and termination of this National Cooperative BuyBoard contract. Therefore, all purchase orders from National Cooperative members must be processed through the BuyBoard. Please forward by fax (1-800-211-5454) any order received directly from a National Cooperative member. If you inadvertently process a purchase order sent directly to you by a National Cooperative member, please fax the order to the above number and note it as RECORD ONLY to prevent duplication. Per proposal specifications, awarded vendors will have 30 days or sooner to submit their electronic catalog including pricing. If the electronic data is not provided within 30 days or sooner of notice of award, we reserve the right to inactivate any company's award information from the BuyBoard until such time the electronic data is received. On behalf of the National Cooperative, we are looking forward to your participation in the program. If you have any questions, please contact BuyBoard Procurement Staff at 800-695-2919. Sincerely, BuyBoard Procurement Director v.12. is 4J CL Cr ui cu Q) V) c cn 0 u 4- 0 C: cn c 0 LL 2 8 0" Im 0 :2 OL ,. 2 Cc a m ibi0 0 Ln 4J 4� ;nUl r :3 0 E u U .r Ln 0 ISN m th 0 CYrL 0 r, 0i CT 411 E .0 B 0 "o, X, 0 o z 0 z z qtr 0 0 0 0 7- Z T-1 I ''0 4A- 40+ iA- r_ 0 C! 0) 0 CL E 0 c � 14- 44 0 x uj 2- ro z - (Ip 0 0 c UJ a) 41 " I- 0 0 LO iM�1 cn z c a o -C 4� ro M Ln CL CL (D 0 Mcg -r- WY wv -0 CL C U) 'Fa cr -r-E Lo .2 dL .0 w 0 E CCS 6 X m LU w (D M cr 2 Z cl. M m 0 M -W M r urr 0 4,J W 0 0 CL M o cn,2 4-4 �z r cD (v CL 0 cr V) 44 s C M %A 2 41 u-, w 40 - m 0 a- M = -0 0 'o -C m 0 0 4� 0) -C CL >- -0 0 0 CR .0 4j ro 0 -Z C: :3 (D u 46 0 E .2 C W E -z 0 ch m 2 Cn LU CL 0 A E ' 06 = 4T U) CL -0 LS 0 g, r 0 0 c o :L, o in ZI -5 0 w x S67.0m ui c X69 z 0 >1 o CL 0 Ln ro (IJ v) CL0 CL 41 CL F- cL E M- -F D M OL CIL as 0 ca. U) U 2 0) ay a70 c .2 C, < (1) -0 4, (U 6) C: 'fu Q) c 4W 4� LLJ Q) x 0 Q o t :3 C: o C: m 0) Lij cl� o C7) r- m :�, Lu 0 C: X 41 .0 E ro w E CL 0 E U a 4.1 =) 4� E .0 z 0� ui 0 No J, a -0 LO Of CL 0) U j C U) 0 U.J _0 M 2 07 0 3 r z F- LU 0 2 z V) CL M C) 0)U) 0 r, 0i CT 411 E .0 B 0 EXHIBIT 3 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A CONTRACT "THROUGH THE BUY BOARD COOPERATIVE PURCHASING NETWORK FOR KOMATSU EQUIPMENT REPAIR SERVICES FOR THE CITY OF DENTON FLEET SERVICES DEPARTMENT; AND PROVIDING AN EFFECTIVE DATE (FILE 6437 -AWARDED TO KIRBY-SMITH MACHINERY IN THE THREE (3) YEAR NOT -TO -EXCEED AMOUNT OF $380,000.) WHEREAS, pursuant to Ordinance 2005-034, the Buy Board Cooperative Purchasing Network has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of state law on behalf of the City of Denton; and WHEREAS, the City Manager or a designated employee has received, reviewed and recommended that the herein described materials, equipment, supplies, or services can be purchased by the City through the Buy Board Cooperative Purchasing Network programs at less cost than the City would expend if bidding these items individually; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items shown in the "File Number," referenced herein and on file in office of the Purchasing Agent, are hereby accepted and approved as being the lowest responsible bids for such items: FILE NUMBER VENDOR AMOUNT 6437 Kirby -Smith Machinery, Inc. $380,000 (the "Proposal") SECTION 2. By the acceptance and approval of the items set forth in the referenced file number, the City accepts the offer of the persons submitting the bids to the Buy Board Cooperative Purchasing Network for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, conditions, specifications, standards, quantities, and for the specified sums contained in the bid documents, and related documents filed with the Buy Board Cooperative Purchasing Network, and the purchase orders issued by the City. SECTION 3. Should the City and persons submitting approved and accepted items set forth in the referenced file number wish to enter into a formal written agreement as a result of the City's ratification of bids awarded by the Buy Board Cooperative Purchasing Network, the City Manager or his designated representative is hereby authorized to execute the written contract EXHIBIT 3 which shall be attached hereto; provided that the written contract is in accordance with the terms, conditions, specifications, and standards contained in the Proposal submitted to the Buy Board Cooperative Purchasing Network, and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under FILE No. 6437 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. By the acceptance and approval of the items set forth in the referenced file number, the City Council hereby authorizes the expenditure of funds therefor in the amount, and in accordance with the approval purchase orders, or pursuant to a written contract made pursuant thereto as authorized herein SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY �' t City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com IlEN' `IN File #: ID 17-629, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: May 23, 2017 SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the rental of vans for the City of Denton Parks programs; providing for the expenditure of funds therefor; and providing an effective date (RFP 6433 -awarded to CAPPS Rent A Car, Inc. in the three (3) year not -to -exceed amount of $165,000). BACKGROUND The Parks and Recreation Department operates six different full time Summer Camp Programs that provide care for ten weeks of the summer and offer approximately 4,100 camp spots for ages 31/2 to 15 years old. The Parks and Recreation Department also operates camps during Spring Break and other school holidays. These camps are located at various recreation centers and schools in Denton. The children/teens engage in a variety of activities that include field trips to locations throughout the DFW Metroplex and within the City of Denton on a daily basis. Additional vans are needed to supplement the existing Parks and Recreation fleet in order to accommodate the vast number of field trips and activities provided. RFP 6433 was issued to obtain pricing for the cargo and passenger vans to be rented on an as needed basis. Requests for Proposals were sent to 27 suppliers. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. It is estimated that 90-95% of the City summer camp seasonal staff are under the age of 25. Therefore, the City of Denton needs to be able to use a van rental company that allows drivers under the age of 25. In order to meet this need, RFP 6433 specifications require an exemption to the standard rental company policy requiring drivers to be 25 years of age or older. A major rental company provider, who has supplied to the City in the past, will no longer rent to drivers under 25 years of age. As a result of the underage driver need, only one (1) proposal was received by CAPPS Rent A Car, Inc. They were evaluated based upon the published criteria and determined to be the best value for the City. CAPPS has satisfactorily provided this rental service in the past. RECOMMENDATION Award a contract to CAPPS Rent A Car, Inc. in the three (3) year not -to -exceed amount of $165,000. City of Denton Page 1 of 2 Printed on 5/19/2017 powered by I-eg;gl;>karI File #: ID 17-629, Version: 1 PRINCIPAL PLACE OF BUSINESS CAPPS Rent A Car, Inc. Dallas, TX ESTIMATED SCHEDULE OF PROJECT This is an initial one (1) year contract with options to extend the contract for two (2) additional one (1) year periods, with all terms and conditions remaining the same. FISCAL INFORMATION The summer camp van rentals are paid out of Recreation Fund operating accounts for the various summer camp programs. The cost of the vans is offset by the summer camp revenues. 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: 4.4 Provide and support outstanding leisure, cultural, and educational opportunities EXHIBITS Exhibit l: Evaluation and Scoring Sheet Exhibit 2: Ordinance Exhibit 3: Contract Respectfully submitted: Ethan Cox, 349-7421 Customer Service Manager For information concerning this acquisition, contact: Emerson Vorel at 349-7460. City of Denton Page 2 of 2 Printed on 5/19/2017 powered by I._ag;gl;>karI H U a F- z O U a W } LU NW I.L x H 0 O O VT O O m VT O O N N VT O O O lD VT z a Q 0 0 0 =3 0 m U � 0 IL UN a N C a Q t m N 3 O U v W Ln Ln U e U w N Q U LU N _ a 0 d U d v O in in O W Ln N LU ri rl W � a Y W N V � m � Lu m v 0 H d a v W v z d T C c c •5 � a: a: d v > } `I v o 0 U N J � C C v Y m v O = > > a � r +� O > v W v W O y O N N W U a U a 7 w w w ti N LU N W F 0 O O VT O O m VT O O N N VT O O O lD VT z u v O U � IL UN N C IL_ Q t m N 3 O U v v U U a U N Q U LU _ 0 d U d O in in O W Ln N r ri rl F- LU J a J v H oolv H v W v z C C > } `I > J } m v Y m v J > W W > r o v w o v W U a U a W F ti N N 0 u v U � U UN N C t Q t m N 3 O U v v v d U a N Q U CLM CC C, _ d U d O in in O O Ln N r ri rl EXHIBIT 2 ORDINANCE NO. 2017 - AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR THE RENTAL OF VANS FOR THE CITY OF DENTON PARKS PROGRAMS; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 6433 -AWARDED TO CAPPS RENT A CAR, INC. IN THE "THREE (3) YEAR NOT -TO -EXCEED AMOUNT OF $165,000.) WHEREAS, the City has solicited, received, and evaluated competitive sealed proposals for the rental of vans for the City of Denton Parks programs in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received, 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 6433 Capps Rent A Car, Inc. $165,000 (the "Proposal') SECTION 2. By the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items, and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. Should the City and person submitting approved, and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with EXHIBIT 2 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 teens and conditions remaining the same. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required, or permitted to be performed by the City of Denton under RFP No. 6433 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 mentioned, and in accordance with the approved Proposal. 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 EXHIBIT 3 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AN CAPPS RENT A CAR INC. (RFP 6433) THIS CONTRACT is made and entered into this date , by and between Caps Rent A Car, Inc. a corporation, whose address is 8555 John Carpenter Fwy., Dallas, TX 75247, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products and/or services in accordance with the City's document RFP 4 6433 -Rental of Vans for the Parks Programs, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit "A"); (b) Request for Proposal (Exhibit `B" on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit "C"); (d) Insurance Requirements (Exhibit "D"); (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) Form CIQ — Conflict of Interest Questionnaire (Exhibit "F") (g) Contractor's Proposal. (Exhibit "G"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." RFP 4 6433 DocuSign Envelope ID: 4366BCE8-EB20-41 1 D-BD9D-0045C9C58872 EXHIBIT 3 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR BY: EDOCUSigned. by: vot' 71A1 88411... AUTHORIZED SIGNATURE 5/16/2017 Date: Name: DAVID COX Title: VICE PRESIDENT 214630655 PHONE NUMBER hughes@gocapps.com EMAIL ADDRESS N/A 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 RFP 4 6433 DocuSign Envelope ID: 4366BCE8-EB20-41 1 D-BD9D-0045C9C58872 EXHIBIT 3 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $165,000. Pricing shall be per Exhibit G attached. 2. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) months. 3. Price Escalation and De-escalation The City will implement an escalation/de-escalation price adjustment annually. The escalation/de- escalation will be based upon manufacturer published pricing sheets to the vendor. The price will be increased or decreased based upon the annually percentage change in the manufacturer's price list. The price adjustment will be determined annually from the award date. Should the change exceed or decrease a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the published price change. It is the supplier or the Cities responsibility to request a price adjustment annually in writing. If no request is made, then it will be assumed that the bid price will be in effect. The supplier must submit or make available the manufacturers pricing sheet used to calculate the bid proposal, to participate in the escalation/de-escalation clause. RFP 4 6433 DocuSign Envelope ID: 4366BCE8-EB20-41 1 D-BD9D-0045C9C58872 EXHIBIT 3 Exhibit C Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of 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 fiully 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, riles, 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. RFP 4 6433 DocuSign Envelope ID: 4366BCE8-EB20-41 1 D-BD9D-0045C9C58872 EXHIBIT 3 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery sinless 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 fiully 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, riles, 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. RFP 4 6433 DocuSign Envelope ID: 4366BCE8-EB20-41 1 D-BD9D-0045C9C58872 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 tinder 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 tinder 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 fiilly with all applicable federal, state, and local health, safety, and environmental laws, ordinances, riles 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 fiurnish a tax exemption certificate upon request. RFP 4 6433 DocuSign Envelope ID: 4366BCE8-EB20-41 1 D-BD9D-0045C9C58872 EXHIBIT 3 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non -conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City's agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor's obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or 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 fiinds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic fiinds 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 fiinds 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 fiinds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. RFP 4 6433 DocuSign Envelope ID: 4366BCE8-EB20-41 1 D-BD9D-0045C9C58872 EXHIBIT 3 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close -Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor's continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City's right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of I% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City's sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor's Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. RFP 4 6433 DocuSign Envelope ID: 4366BCE8-EB20-41 1 D-BD9D-0045C9C58872 EXHIBIT 3 B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY -PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY — TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY — DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples fiurnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. RFP 4 6433 DocuSign Envelope ID: 4366BCE8-EB20-41 1 D-BD9D-0045C9C58872 EXHIBIT 3 A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non -conforming deliverables, or replace the non -conforming deliverables with fiully conforming deliverables, at the City's option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City's rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non -conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer's warranty, the Contractor shall transfer and assign such manufacturer's warranty to the City. If for any reason the manufacturer's warranty cannot be fiully transferred to the City, the Contractor shall assist and cooperate with the City to the fiullest extent to enforce such manufacturer's warranty for the benefit of the City. 22. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City's rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. RFP 4 6433 DocuSign Envelope ID: 4366BCE8-EB20-41 1 D-BD9D-0045C9C58872 EXHIBIT 3 23. ACCEPTANCE OF INCOMPLETE OR NON -CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay 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 refiinded 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 faith illy 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 lawfiil rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City's vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days' prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all fiirther work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. RFP 4 6433 DocuSign Envelope ID: 4366BCE8-EB20-41 1 D-BD9D-0045C9C58872 EXHIBIT 3 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor's subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. RFP 4 6433 DocuSign Envelope ID: 4366BCE8-EB20-41 1 D-BD9D-0045C9C58872 EXHIBIT 3 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage's and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor's and all subcontractors' insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers' compensation coverage written by the Texas Workers' Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The "other" insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. RFP 4 6433 DocuSign Envelope ID: 4366BCE8-EB20-41 1 D-BD9D-0045C9C58872 EXHIBIT 3 x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. 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 effect on the Contractor's ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof, and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. RFP 4 6433 DocuSign Envelope ID: 4366BCE8-EB20-41 1 D-BD9D-0045C9C58872 EXHIBIT 3 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor's breach of any of Contractor's representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co -counsel on the City's behalf. Further, Contractor agrees that the City's specifications regarding the deliverables shall in no way diminish Contractor's warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City's and/or its licensors' confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, "Confidential Information"). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, 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. RFP 4 6433 DocuSign Envelope ID: 4366BCE8-EB20-41 1 D-BD9D-0045C9C58872 EXHIBIT 3 B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made -for -hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City's sole or joint ownership of any such deliverables arising by virtue of the City's sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made -for -hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made - for -hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work - made -for -hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor's obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City's prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 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. RFP 4 6433 DocuSign Envelope ID: 4366BCE8-EB20-41 1 D-BD9D-0045C9C58872 EXHIBIT 3 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT -DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or fiutLure 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. RFP 4 6433 DocuSign Envelope ID: 4366BCE8-EB20-41 1 D-BD9D-0045C9C58872 EXHIBIT 3 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subj ect matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rile or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. RFP 4 6433 DocuSign Envelope ID: 4366BCE8-EB20-41 1 D-BD9D-0045C9C58872 EXHIBIT 3 52. HOLIDAYS: The following holidays are observed by the City: New Year's Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year's Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON -SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub -awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non -Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, age, disability, creed, color, genetic testing, or national origin, be refiused 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 RFP 4 6433 DocuSign Envelope ID: 4366BCE8-EB20-41 1 D-BD9D-0045C9C58872 EXHIBIT 3 (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, phis 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 unmanufactLured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis -Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD -2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. RFP 4 6433 DocuSign Envelope ID: 4366BCE8-EB20-41 1 D-BD9D-0045C9C58872 EXHIBIT 3 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W -2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers' Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug -Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government -wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug -Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-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 fiitLure. 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. RFP 4 6433 DocuSign Envelope ID: 4366BCE8-EB20-41 1 D-BD9D-0045C9C58872 EXHIBIT 3 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 RFP 4 6433 DocuSign Envelope ID: 4366BCE8-EB20-41 1 D-BD9D-0045C9C58872 EXHIBIT 3 Exhibit D INSURANCE REQUIREMENTS AND WORKERS' COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at 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. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. RFP 4 6433 DocuSign Envelope ID: 4366BCE8-EB20-41 1 D-BD9D-0045C9C58872 EXHIBIT 3 • Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. RFP 4 6433 DocuSign Envelope ID: 4366BCE8-EB20-41 1 D-BD9D-0045C9C58872 EXHIBIT 3 [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned hired and non -owned autos. [X] Workers' Compensation Insurance Contractor shall purchase and maintain Workers' Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers' Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not respect to negligent acts, errors or omissions required under this Agreement. RFP 4 6433 less than $1,000,000.00 per claim with in connection with professional services is DocuSign Envelope ID: 4366BCE8-EB20-41 1 D-BD9D-0045C9C58872 EXHIBIT 3 [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All -Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. [ ] Riggers Insurance The Contractor shall provide coverage for Rigger's Liability. Said coverage may be provided by a Rigger's Liability endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger's Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a "blanket" basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. RFP 4 6433 DocuSign Envelope ID: 4366BCE8-EB20-41 1 D-BD9D-0045C9C58872 EXHIBIT 3 ATTACHMENT 1 [X] Workers' Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate") -A copy of a certificate of insurance, a certificate of authority to self -insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner - operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. RFP 4 6433 DocuSign Envelope ID: 4366BCE8-EB20-41 1 D-BD9D-0045C9C58872 EXHIBIT 3 E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: RFP 4 6433 DocuSign Envelope ID: 4366BCE8-EB20-41 1 D-BD9D-0045C9C58872 EXHIBIT 3 a. a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. 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. RFP 4 6433 DocuSign Envelope ID: 4366BCE8-EB20-41 1 D-BD9D-0045C9C58872 EXHIBIT 3 dl, iiiiiiiiiiiiiiiiipppiiiiiiiiiiiiiii�i}iiiiiiiiiiiiiiiiiiiiiiiiiiipiiii January 1, 2017 To Whom It May Concern: 601 E. Hickory, Suite Denton, TX 76201 Telephone (940) 349-7836 * FAX (940) 349-7870 Risk Management Scott Payne / Risk Manager The City of Denton is a self-insured public entity as allowed by the State of Texas for General Liability, Auto/Mobile Equipment Liability, and Workers' Compensation. Liability limits are established by the Texas Tort Claims Act as listed below: Property Damage: $100,000 Bodily Injury: $250,000 per person $500,000 per occurrence The Risk Retention Fund is funded by the City in accordance with generally accepted accounting practices through actuarially calculated annual contributions. Information regarding filing a claim with the City can be obtained from the City Attorney's Office at City Hall, 215 East McKinney, or by phone at (940) 349- 8333. Sincerely, s ;V"" Scott Payne Risk Manager SP:sp DocuSign Envelope ID: 4366BCE8-EB20-41 1 D-BD9D-0045C9C58872 EXHIBIT 3 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish an original notarized Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : l'itlps://www.ethics.state.tx.us/whatsnew/elf info f6rm1295.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 (c 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. RFP 4 6433 DocuSign Envelope ID: 4366BCE8-EB20-41 1 D-BD9D-0045C9C58872 EXHUWWF3 CONFLICTOF IN"I'El�ES'I'Q[,,�,[,)S-TIONNAIRL,,-, For %-Vuch 0 thcr t $I I - btmincss� -TT, b i's q uestj , (Intlaire rdIUC6 chnrlycs ln.,Ide to 1hV la" bY 11,R - 2 tjt ll-x�., licgula r St,,strlm I Viw i% bcln- r.ficj in 'x1flj Chirmcf 1,16, 1 (x�iI6mculr�'Ical 1-odc, by �t N'I: rj(10.11 xy 60 tUU`. 2 bU,',ct b.N S'x,oflitr; 1 JI jtjd,�,ul wJy and ff, VCJ'Idoi Hkw,- fl -as qucmionwwiw G3 asst': be ktzd with the tCW-,k1s of th, go"'ernulcm rjaw ht%r lfi�in the Ah businc�,-.; day afie3 lhtkilc tht vc-ndor �"voarz of fkls 16'aal requ%m Ow swk-Tricm lo S,Scok-m 176,006�-I), Local Govcrr�'mcclt Cvde ojmn{ls in oflfcrp¢c i1, 1k, xcnejorkmo%vimlk vkr:,Id�res scclion I d„. it I c � rtl-1 N a Ine of N vodw whu 1141 z 'i I i 6'p 16111 lowu I gls trio"T14-o s At -ril lity. Chti Ill!), 14if Voe Axt rifing 4mo osfd3tc tu u prt-vi,€a-d�s flle4 An (�"ft—nw ondcz- shk %cdjor-i,,� a Ydtr k I x kqu�ac I Ulm ,I, isle' w.1 ursdju'i.i C'm I �-Ac I c'd 0 IV a rqIropflac f -P I irqwxhod I,tag. 4ra1c, Lb ;I I T. al""wr -, I te dl at vuL [3j Nmmr Ortmal }t:QV<r"mcT11 offikrE �1'xlt*t vOom Ific infoTnuo6i'M 4'D Ilokt",tro h brim,; di4cbwod, A &h'Cown. -1 �wb�%Irt; A, K D), Trust t.<, lclo 4.&h oflfica i,u ith -o h,+m *rWm,,Juw lul:I% 411 euylo% I mont U, vdwwa hhipal cl--flnod [ y Sixwof", 'Ws1' ('P;dCL ED Ycs uld*s Ttcc, % r q,oi It t lo r-,:, vv, cla'wzb�c hcane - I cdw hv':�x wtif. tnLomt". I -T �11 skv dinx (A'1r lurA I0 r,6 uuN ""P it t", w i pwuv-;��; k rxal rt."e V. tO fi NCM 0U rOCsai E—.,--, N't., El t I " 011"ti 81 w,Xnpor--fiojl ar bw;irlt.. vridt"., v-11, h lc�qwo !�'r, 'A Foch Ille �„cn OMC,." Ncl,� C.w 4Mn v op diructror, iw fig -116, W` OAUH-,,Iip *1 un c pxtuml P", Trli)rc"" E] Y C -a E--] Na� vmmk a ,�jj ptwl, 1110 _,,rj$nrrj�1,,,,,Vwjj(, DocuSign Envelope ID: 4366BCE8-EB20-41 1 D-BD9D-0045C9C58872 EXQ RFP 6433 Pricing Sheet for Rental of Vans for the Parks Programs Respondent's Business Name CAPPS VAN & TRUCK RENTAL Principal Place of Business (City and State) DALLAS TX SECTION A. UNIT PRICE FOR THREE YEAR CONTRACT ITEM UOM Type of Product/Service Requested Estimated Qty Per Unit Price 1 Cargo Van (If needed) $60.00 per Week 1 EA Cargo Van (If needed) - Daily Rental Rate - SUMMER CAMPS WEEKLY RENTAL RATE 1 Cargo Van (If needed) $250.00 6 $200.00 2 EA Passenger Van - Daily Rental - SUMMER CAMPS 15 $290.00 3 EA Passenger Van -Daily Rental - SPRING BREAK 5 $600.00 SECTION B. Cost of Additional Services: ITEM DESCRIPTION DAILY RENTAL RATE 1 Cargo Van (If needed) $60.00 z Passenger Van $90.00 WEEKLY RENTAL RATE 1 Cargo Van (If needed) $250.00 z Passenger Van $600.00 EXHIBIT 3 Certificate Of Completion Envelope Id: 4366BCE8EB20411 DBD9D0045C9C58872 Subject: City Council Docusign Item - 6433 Rental of Vans for the Parks Program Source Envelope: Document Pages: 34 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 5/16/2017 6:15:34 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: David Cox hughes@gocapps.com VICE PRESIDENT DAVID COX Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 5/16/2017 8:39:05 AM ID: c4599ff3-3606-4046-856c-37fb4b17f251 Jennifer DeCurtis jennifer.decurtis@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: Jody Word jody.word@cityofdenton.com Signature = Using IP Address: 129.120.6.150 uaC„sYwa�i��r stir:. 64 B q 228ri7 11A 128411... Using IP Address: 208.47.48.226 Status: Sent Envelope Originator: Jody Word jody.word@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 5/16/2017 6:19:03 AM Viewed: 5/16/2017 6:19:11 AM Signed: 5/16/2017 6:21:01 AM Sent: 5/16/2017 6:21:04 AM Viewed: 5/16/2017 8:39:05 AM Signed: 5/16/2017 8:43:48 AM Sent: 5/16/2017 8:43:52 AM Viewed: 5/16/2017 8:44:28 AM 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 Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy 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 11:39:51 AM ID:04463961-03db-4c4d-9228-d660d6146ed6 Jennifer Bridges jennifer.bridges@cityofdenton.com Security Level: Email, Account Authentication (Optional) EXHIBIT 3 Signature Signature Status Status Status Status Status Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 5/16/2017 8:43:51 AM Viewed: 5/16/2017 9:00:33 AM Sent: 5/16/2017 8:43:51 AM EXHIBIT 3 Carbon Copy 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: Kathy Schaeffer Kathy.schaeffer@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Christine Taylor christine.taylor@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 5/16/2017 8:43:52 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 4/20/2015 7:25:38 AM Parties agreed to: David Cox, 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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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 IlEN' `IN File #: ID 17-630, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: May 23, 2017 SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a contract for pavement markers installation for the City of Denton Traffic Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 6358 -awarded to Striping Technology, LP in the three (3) year not -to - exceed amount of $1,500,000). RFP INFORMATION This service is used to provide pavement markers for the motoring public and increase public safety on our streets and school zones. RFP 46358 consists of the labor, material, and supervision necessary to complete installations of pavement markers under the direction of the City of Denton Traffic Operations Department. The RFP also covers all administrative and insurance costs incurred by the contractor. This agreement will not guarantee any minimum amounts of pavement markings and will be used on an as needed basis. Requests for Proposals were sent to 147 suppliers. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Four (4) proposals were received, evaluated and ranked based upon the published criteria shown on Exhibit 1. Based on the evaluation criteria, Striping Technology, LP received the highest evaluated score and was determined to be the best value for the City. A Best and Final Offer was conducted which resulted in a $14,750 savings annually for a three (3) year estimated savings of $44,250. RECOMMENDATION Award to Striping Technology, LP in the three (3) year not -to -exceed amount of $1,500,000. Although this service is primarily used by the Traffic and Streets Departments, this amount includes a contingency for other City departments that may require this service. PRINCIPAL PLACE OF BUSINESS Striping Technology, LP Tyler, TX ESTIMATED SCHEDULE OF PROJECT City of Denton Page 1 of 2 Printed on 5/19/2017 powered by I-eg;gl;>karI File #: ID 17-630, Version: 1 This is an initial one (1) year contract with options to extend the contract for two (2) additional one (1) year periods, with all terms and conditions remaining the same. FISCAL INFORMATION The pavement markers will be funded from the appropriate department account at the time the installation occurs. 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: Evaluation and Ranking Sheet Exhibit 2: Ordinance Exhibit 3: Contract Respectfully submitted: Ethan Cox, 349-7421 Customer Service Manager For information concerning this acquisition, contact: Galen Gillum at 349-7656. City of Denton Page 2 of 2 Printed on 5/19/2017 powered by I._ag;gl;>karI O O O O O O O O O O O O O O O O O O O O O O O O O O O O N 6 O O O O O O ut O OO O to O O O W O m O � m O O O O O. . O m O � m O O O O . O O. 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O O o O W O o N O O O O N O O O lD W m O Oq C 2 w N d N a/T LT LT LT LT LT LT LT C O _ Y N t/T Oo t/T n a/T LT m LT LT m LT c L � � s -p d YI YI M OMD+ v Oq a � - o 0 o m a yl Y V O 000000O O O O O O ON N O o voi N Oo N O o voi N o O C L d � Oq F + d s Ix w LT LT LT o LT LT LT LT E'0 z � Q u � 0 ° o wE o O : Q LL W _ W Er W cn LL a V m - U U U ro d � - u) Q u) Q o- Q O w > w > F-- w V a O a O O >> F F U w U w 6 v W S W S W S LLLL � � a F ro F ro F ro U U Z Z � - � O O Y Y IF- F F W W � � W W % % 0] 0] W ww W W w z Z z Z z Z z Z 0] 0] 0] y LL. y LL. y LL. y LL. S S S � � � � Z Z Z } } } } K K K F F F F Q W Q W Q W LL LL LL LL H O F 0 0 0 0 n Z w Z Q 06M v o N 0 N ik d O O m m O EXHIBIT 2 ORDINANCE NO. 2017 - AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR PAVEMENT MARKERS INSTALLATION FOR THE CITY OF DENTON TRAFFIC DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 6358 -AWARDED TO STRIPING TECHNOLOGY, LP. IN THE THREE (3) YEAR NOT -TO -EXCEED AMOUNT OF $1,500,000.) WHEREAS, the City has solicited, received, and evaluated competitive sealed proposals for the pavement markers installation in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received, 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 6358 Striping Technology, LP $1,500,000 (the "Proposal") SECTION 2. By the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items, and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, specifications, standards, quantities, and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. Should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities, and specified sums contained in the EXHIBIT 2 Proposal, and related documents herein approved and accepted. This will be an initial one (1) year contract with options to extend the contract for two (2) additional one (1) year periods with all terms and conditions remaining the same. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required, or permitted to be performed by the City of Denton under RFP No. 6358 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 Proposal. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 12017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY EXHIBIT 3 Docusign City Council Transmittal Coversheet RFP 6358 File Name Pavement Markers Installation Purchasing Contact Jody word City Council Target Date May 23, 2017 Contract Value $1,500,000.00 Piggy Back Option yes Contract Expiration DocuSign Envelope ID: 4680B8C9-OF86-4613-BB9B-97AC7796AB46 EXHIBIT 3 C'ONTRAcr BY AND BETWEEN C1 I"' OF DENTON,, 'TEXAS AN STRI PIN ('%TJ`K(`I-I NO LOGY, LP (RFP 6358) I I'I,IIS,CON'I'RA(,,.'I'isiiia(icaiidei,iterediiitodais date by and between Stri,)� _I i whose address is PO Box 4279'r �r,' y�U a corporatiori. . .. ..................... I,--- -y- _ 15.ZL2, hereinafter referred to as, and the ('ITY OF DENTON, TEXAS. a honic rule municipal corporation, hereinafter ref'erred to as "City," to be el"fective 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 agreenients, contained herein, and 1or the rnUtUal benefits to be obtained hereby, the parties agree as, follows: SCOY'E OF SERVICES Supplier shall provide products and/or services in accordance with the City's document RFP 4 6358-Pavenient Markers Installation, as copy cafe" hich is on file at the office ol"Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the fifflowing items which are attached hereto and incorporated herein by reficrence: (a) Special "I'erms and Conditions (Exhibit "A" )1; (b) ReClUeSt for Proposal (Exhibit "B" on File at the Office of the Purchasing Agent),; (c.) City of Denton Standard'Terins and Conditions (Exhibit "C"); (d) Insurance Requirenients (Exhibit "W); (e) Certif"icate of Interested Parties Electronic 1"iling (Exhibit "E"); (f) 1`01-1,1,1 CIt Conflict, of Interest Questionnaire (FAhibit "pt (g) Contractor's Proposal. (ENhibit "G"); These documents make up the Contract documents and what is called f'or by one shall be as bindingas 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 rel -erred to collectively as "Contract 1)ocuments." RF11 4 6358 Page 1 of 35 DocuSign Envelope ID: 4680B8C9-OF86-4613-BB9B-97AC7796AB46 EXHIBIT 3 IN WITNESS WIIFREOF ', the parties ofthese presents have executed this agreement jw, 1he year and day firsil above written. CONTRACTOR BY: EIDOCUSIgned by: V" thVI ) 881 AEDI B6881428... At JTIJORIZ1,11) SIGNA"FURI" Date: 5/12/2017 Name: Danny Long JJ t I e: vice President 903-595-6800 M ]ONE N UN413 F"'R Danny@st-1p.com F'MAIL ADDRESS 2017-207002 TF'.XAS L"THICS COMMISSION (1-R111"ICATE NUMBER (."rry 0F DEN'T()N,'1'EXAS ATTEST: JENNITTRWALT11'. , IRS, CITY SECRETARY BY: TODD 1-11LE1` AN ("ITY MANAGL'R BY: Date: Al"'PROVED ASTO LEGAL FORM: AARON LE'AL, INTERIM CFFY ATTORNFlY hof ocuSigned by: tuip K2AM439... RFT f/ 6358 Page 2 of 35 DocuSign Envelope ID: 4680B8C9-OF86-4613-BB9B-97AC7796AB46 EXHIBIT 3 Exhibit A SpecialTelt-nis and Conditions 1. Total Contract Amount The contract total liar services shall not exceed $1.500,000. Pricing shall be per F-'xhibit G auached. 2. ContractTet-tus 'File contract term, will be one (Il year, effective From date ofaward, 'Floc City and the SUpplier shall have the option to renew this Contract Ibr an additional two (2) one-year periods. The contract shall cornmence uI)on the issuance ofa Notice of Award by tile City of Denton and shall automatically renew each year, froni the date of award by City Couticil, unless either party notifies the other prior to, tile SChCdUled renc\,val (late. At the scale, option of the City of Deriton, tile contract may be furtherextended aS Deeded, no'[ to exceed as total of six (6) Months. 3. Price Escalation and De-escalation The (Jty will implement an escalation/de-escalation price ad.justment annually. '-Fhe escalation/de- escalation will be based upon manufacturer published pricing shects to tine vendor. The price will be increased or decreased based upon the annually percentage change in the manufacturer's price list. 'file price adjUStinent, will be deterniined zinnually from the award date. Should the change exceed or decrease as mininiurn threshold value of' +-/-I%, then the stated eligible bid prices shall be adjusted in accordance with the Published price change, It is the supplier or the Cities responsibility to request a price ad�justrnerrt annually in writingo , 11'nrequest is made, then it will be assurned that the bid price will be in, effect. The supplier mitst submit err- make imailable the manufacturers pricing, sheet used to calculate the bid proposal, to pafticipate in the escalittimi/de-escalation clause. RFP U 6358 Page 3 of 35 DocuSign Envelope ID: 4680B8C9-OF86-4613-BB9B-97AC7796AB46 EXHIBIT 3 ExIiJibit C Standard Purchase Terms and Conditions 'J"hese standard Terms and Clonditions and the Ternis and Conditions, Specifications, Drawings and other requirernents Included In the C ityr of Denton's contract are applicable to contracts/purchase orders issued 1.)y the City of Denton hereinallex- refierred to as the City or Buyer and the Seller or respondent herein aller referred to as Contractor 01' SUpplier. Any deviations nicest be in writing and signed by a i-cpi-esentative of' the City's Proctirement Department and the Supplier. No Ternis and Conditions contained in the seller's proposal response, invoice or slatenient shall serve to niodit' y the terns set forth herein. If there i,s a conflict between the provisions on the face ofthe contract/purchase order these written pr ovisimis will take precedence. The Contractor agrees that the Contract shall be governed by the following ternis �,.md conditions, Unless exceptions are duly noted and Fully ricgollated. Unless otherwise specilled in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to as 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 prernises 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 ("ontractor's Offer in strict accordance with the ternis, covenants, and conditions of the CIontract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE:DA TErrEllim. t-,lnless otherwise specified in the Solicitation, this Contract shall be eff'ective as of the date the contract is signed by the City, and shall continue in el"fect until all obligations are performed in accordance with the Contract. CONTRAC'FOR TO PACKAG'E DELIVIUZABL.ES: The C'ontractoir will package deliverables in accordance with good conimercial practice and shall include a packing list showing the description of each itern, the qUantity and unit price unless, otherwise per in the Specifications or Suppleiiiental Terms and Conditioris, each shipping container shall be clearly ,and pernianently marked as hallows: (a) 'Fhe Contractor's name and address, (b) the City's riame, address and purchase order or pUrchase release I'lUmber and the price agreement number if' applicable, (c) Container number and total nUmber of containers, e.g. box I of 4. boxes, and (d) the number oC the container bearing the packing list. 'Fhe Contractor shall bear cost ofpackaging, Deliverables sivill be suitably packed to seCUIV lowest transportation costs and to conf"orm to all the requirements ofcorrinion carriers and any applicable specification. "Flie City's count or weight shall be final and conclusive on ship mcnts riot accompanied by packing lists. 4. S1111)MENI" UNDER RESERVATION PROMBITED: 'Fhe Contractor is 1101 aUthorized to ship the deliverables Under reservation and no tender of hill of lading Nvill operate as a tender of deliveratfles. 5. "HTLF,' & RISK OF LOSS: Title to and risk oil loss of (lie: deliverables slvdi pass to the City only when the: City actually receives and, accepts the deliverables. RFP YY 6358 Page 4 of 35 DocuSign Envelope ID: 4680B8C9-OF86-4613-BB9B-97AC7796AB46 EXHIBIT 3 6, DELIVERY TERNIS AND TRANSPORTATION ('11ARCES: Deliverables shall be shipped I -.0-B. polity of'delivery unless otherwise specified in the Supplemental Terms, and Conditions. Unless otherwise stated in tile Offer, the Contra tors price shall be deemed to include all delivery and transportation charges. 1"he City shall have the right lo designate what method of transportation shall be used to ship the deliverables. The place of defivery shall be that set forth the. JlUrchase order, T RIGHT OF INSPECTION AN D REJECTIlON: "I'l�ie City expressly reserves all rights under law, including, but not limited to the Unil"orin Comincrcial Code, to inspect the deliverables at delivery before accepting them, and to rqject defective or -non -cc nformin del I verables. 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 tile Contractor's Subcontractor's, premises, the Contractor shrill 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 1-1111Y comply With all provisions of the Contract as to time of delivery, quality, and quantity. Any non -complying tender shall COTIStiftite 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 rilay then make a conforming tender within the time allotted in the contract, 9. PLACT AND CONwTiON OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perforni the services as required in order, for the Contractor to perforni the services in a timely and of il-ianner, 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 reqUil-CATIClItS and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to peilbrni the services, and any other condition or state of fact which could in any way affect perfili-niance of the Contractor's obligations under the contract. The Contractor hereby releases and holds tile City harmless from and against any liability or claim lor damages of any kind or 11MILUe iftlic actual site or service conditions differ From expected conditions. The contractor shall, at all tinier, exercise reasonable precautions for tll(-- 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 per f'orrila lice of the services which they will perform under the Cplltract. .1 B. The Contractor, its employees, subcontractors, and subcontractor's, employees may not while engaged in particil-,wing or responding to a solicitation or while in the course and scope of delivering goods or services Linder a City of" Denton contract or on the (,.'iL 's property L use 01- 110SSeSS ','I firearili, including a concealed handgun that is lionised under state law, except as required by tire terns 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, Oil thejob. RT'l) 4 6358 Page 5 of 35 DocuSign Envelope ID: 4680B8C9-OF86-4613-BB9B-97AC7796AB46 EXHIBIT 3 C� If the City or the City's representative notifies the Contractor that any worker is Incoillpetent., disorderly or disobedient,, has knowingly or repeatc(fly violated safety regulations, has possessed any firearrns, or has possessed or was under the. influence of' alcohol or drugs oil the job, the Contractor shall iminediately reniove such worker from (`o ntract services, and may not eniploy such worker again on Contract services without the Cily"s prior written consent. Immigration: The Contractor represents and warrants that it shall conilfly with tile requirements of the Immigraflon Ref"briii and Control Act of 1986 and 1990 regarding employment verification and retention ol'verification fiorins for any IndividUals hired on or after November 6, 1986, who will perfirill any labor or services under tile Contract and the Illeg a] Inimigration Reborn and Immigrant Responsibility Act of 1996 ('11R]RA) enacted oil September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractear ", it'$ SUbcontractors, and their respective employces, shall co rnply fully with all applicable fiederal, state, and local health, safiety, and environniental laws, ordinances, rules and regulatioils in the perforniance of the services, including but not limited to those proniulgated by the City and by the.. Occupational S,afelyatidllealthAdininistral,ion(OI-1 ). In case of conflict, o the m,st stringent sal'ety requirenient shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits,, actions, judgments , ofm every kind arising frothe breach fContractor's ontractor's , ;Ernes, penalties and liability obligations Under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders,, or regulations issued pursuant to the manclates oaf the Clean Air Act (42 §7401 el seq.) and the F"ederal Water Pollution Control ,ct, as amended, (33, U.S.C. §1251 el seq), 12, INVOICES: A. 'File Contractor shall submit separate invoices in duplicate on each pu rchase order or purchase release after each delivery, ff partial shipments, or deliveries are aut'llorized by the City, a selmrate invoice Must he SOnt f'or each shipilient or delivery made. B. 1roper Invoices must include as unique invoice number, the purchase order or delivery order numberand the inaster agreernent number if applicable, the Department's Name, and the narne of the point of contact for the Department. Invoices shall be itemized and transportation charges, it"any, shall be listed separately. A copy ofthe bill oflading and the height waybill, when applicable, shall be attached to the invoice. The Contractor's name, remittance address and, ifapplicable, the tax identification number on the it must exactly rnatch the inforniation in the Vendors registration with the City. Unless otherwise inSIRICted ill WI -icing, tile City rilay rely oil the remittance address specified oil the Contractors invoice, (", h1voices hoar labor Shall inClUde as copy ofail tinge 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 riumber. Time billed for labor shall be limited to hours actually worked at the work site, 1). Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost \viihout markup. 1". Federal excise taxes, State taxes, or City sales taxes niust not be included in the invoiced amoun t. 'I'lle City will furnish as tax exemption certificate upon request. RI'll fi 6358 Page 6 of 35 DocuSign Envelope ID: 4680B8C9-OF86-4613-BB9B-97AC7796AB46 EXHIBIT 3 13. PAYMENT: A. All proper invoices need to be sent to Accounts payable. Approved inv(,)ices will be paid within thirty Q 30) calendar days ofthe City's receipt of the deliverables or of the invoice being received in Accounts, 1'a,iyable, whichever is later. K Upayment is not timely madc, (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 maximuin 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 (lays, 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. 11), The City may withhold or set raft` the entire payment or part ofany pay.nient otherwise due tile Contractor to such extent as inay be necessary on account of. i. delivery of defective or non -conforming deliverables by the Contractor; ii. third party clairns, which are not covered by time iDS'LlranCe which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of stich claims; iii. fifflUre of the. Contractor to pay SUbcontractors, or For labor, materials or equipment; iv. darnage to the property ofthe City or time Cjty,r'S agents, employees or contractors, Which is not covered by insurance required to lie provided by the ("ontractor; v. reasonable evidence that the Contractor's obligations Nvill not be completed within the finle specified in the Contract, and that, the unpaid balance would not be adequate to cover actual or darnages for the anticipated delay; vi. failure of the Contractor to subunit proper invoices with purchase order number, with all requirt.,-A attachments and supportirlg documentation; or VIL failure of the Contractor to comply with any material provision col" tile (,,ontract Documents. E. Notice is hereby given that any awarded firrn who is in arrears to the City of Denton for delinClUent taxes,., the City inay offset indebtedness owed the City through payment withholding, F'. Payment will be made by check unless the parties mutually agree to payinent by credit card or electronic transt'er of funds. 'file Contractor agrees that there shall be tie additional charges, surcharges, or penalties to the City for payrnents made by credit card or electronic i1inds transfer. Cr, The awarding or continuation ofthis contract is dependent upon the availability of funding. 'l Citys payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriate(] or other lawfully available funds shall render time: 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 adequateAppropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to all unount insull-icient to perrint the City to pay its obligations under the Contract, In the event ol florae 01' inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14, TRAVEL EXPENSES: All travel, lodging and per dieni expenses in connection with the Contract shall 'be paid by the Contrador, armless, otherwise stated in the contract terins. During the terin of this contract, the contractor shall bill] and the City shall reimbill-SC, COVIti-adOr 1`01- aII reasonable awl approved mit oft)ocket expenses vvhichare incurred in the connection witli time. performance of duties heretinder. Not withst,,,mchng the foregoing, expenses for the time spent by tile contractor in traveling to amid from City Facilities shall iiot be reirribursed, unless otherwise negotiatecl. RFP:4 6358 Page 7 of 35 DocuSign Envelope ID: 4680B8C9-OF86-4613-BB9B-97AC7796AB46 EXHIBIT 3 15. FINAL, PAYMEM I AND C1,0SE-OUT- A. If' a DJ3F,,/MI'3F,/WBE Program Plan is agreed to and the Contr�,ictor has identified Subcontractors, the Contractoris required to submit Contract CIOSC-OW MBE/WTIE Compliance Report to the Purchasing Manager no later than the I 5th calendar day after coniplelion ofall 'work under the corim-ict. Final payment, retainage, or both may be withheld ifthe (.7ontractor is not in compliance the requirenierils as accepted by the City B, The making and acceptance of final payment will constitute: i. a waiver of all clainis by the City against the Contractor, except clainis (1) \'.4rich have been previously asserted in writing and not yet settled, (2) arising from defective' ork, appearing after final insI)ection, (3) arising frOl"ll J'aflUre of the Contractor to cornply with the Contract or the tem,is of any \varranty specified herein, (4) arising from the (',,oritractor'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 Nvaiver of all clairns by the Contractor against the City other than those, prCViOUSly asserted in writing and not, yet settled. 16. SPECIAL 'root,,s & rEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment Iabricated or required by the Contractor for file purpose of filling this order, such special tooling eqiiipment, and any process sheets related thereto shall, become the property of the City and shall be identified by the Contractor as such. 17. RIGIFFF0 AUDIT: A ']'lie City shall have the right to audit and make copies of the books, records and computations pertaining to the C,ontract. The Contractor shall retain such books, records, documents and, other evidence pertai�iiing to the Contract period and five years thereafter, except ifamaudit is in progress or audit findings are yet unresol�,ed, in which case records shall be kept until all audit tasks are corripleted and resolved. 'I'hese hooks, records, documents and other evidence shall be available, u%�ithin ten (10) business (lays of written request. Further, the Contractor shall also require all Subcontractors, iriaterial suppliers, and other payees to retair) all books, records, docurnents aild other evidence pertaining to the Contract, and to allow the City similar access to those docunients. All books and records will be made available within a 50 mile radius OfthC City OH)Cilton. J'he cost of the auditwill be borne by the ity UllleSS the audit reveals an overpayment of % or- greater. If ail overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payabl,e within five. (5) business days of receipt of an Invoice. fl. Failure to comply with tile provisions of this section shall be a niaterial breach ofthe Contract and shall constitute, in the City's sole discretion, grounds For termination thereof. Each of the Icn-ris "books", "records", "documents" and "other evidence", as Used above, shall be construed to include dralls and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed docuri'ient. 18, SUBCON711AG]"'ORS: A. If Contractor identified Subcontractors in a D131`1/MI3E/\VI3E agreed to Plan, the ('.ontractor shall comply with all requircrilents, approved by the City® "I"he (.'ontractor shall not initially employ any Subcontractor except as provided in the ("ontractor's, Plan. The Contractor shall not substitute; any Subcontractor identified in the Plan, awnless the sat statute. has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to detective defiverables provided by a Subcontractor. If a plan Inas been approved, the Contractor is additionally required to SUbmit a monthly Subcontract Awards and 1`1`xpencliftlres Report to the Procurement Manager, no later than the tenth calendar day of each month, RFP #167358 Page 8 of 35 DocuSign Envelope ID: 4680B8C9-OF86-4613-BB9B-97AC7796AB46 EXHIBIT 3 13. Work pctTormed for the Contractor by a Subcontractor shall be pursuant to as written contract between the Contractor and Subcontractor. The terms ()fthe subcontract rnay not coilflict with the ter nis 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 oFthe 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 as payInClIt bond in ft.,)rm, substance and amount acceptable to the City; id, requir-e Subcontractors to Submit all invoices and applications for payments, including any claims for additional payments, darnages or otherwise, tds the Contractor in sufficient time to enable the Contractor to iriclude same with its invoice oi- application R -m- 1-myrricilt to (Ile City in accordance with the terms of the Contract; iv, require that all Subcontractors obtain and maintain, throughout the term of their contract, hisurance in the type and amounts specified for the Contractor, with the (,',try being a married insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the (.1 , ontractor is required to indemnify the Clity, C. "flee Contractor shall be fully responsible to the City for all acts and omissions of . the Subcontractors Just as the Contractor is responsible for the C "ontractor'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, radar. shall it create any obligation on the part of the City to pay or to see to the payment of all), nioneys due any Stich Subcontractor except as may otherwise be required by law. 1). The Contractor shall pay each Subcontractor- its appropriate share of payments made to tile Contractor riot later than ten ( 10) calendar days after recelpt ol'pay= ment from the City. 19, WARRANTV-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. R 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 fair or with any con'llietitor. C. In addition to any other remedy available, the ()ty may deduct from any amounts owed to tile Contractor, or otherwise recover, any arnOLllltS paid For items in excess of the Contractor's current prices on orders by others for like deliverables under similar` terms of ptirchase. 20. WARRAN'TV —TITLE: '-File 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 ellCUmbrances. '['lie (_"ontractor shall indernnify amid hold the City harmless fiorn and against all adverse title claims to the deliverables, 21. WARRANTY — DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City Under the Contract shall be free from defects in design, workmanship or man Liffic I Lire, and conform in all niaterial respects to the specifications, drawings, and descriptions, ill the Solicitation, to any samples furnished by the Contractor, to the terms, coveriants and conditions ofthe (.,,ontract, 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 imx or recycled merchandise, and not used or reconditioned. R FT 1163:511. Page 9 of 35 DocuSign Envelope ID: 4680B8C9-OF86-4613-BB9B-97AC7796AB46 EXHIBIT 3 A. Recycled deliverables shall Inc clearly identified as such. 11. The Contractor rnay not Ifillit., eXClUde or disclaim the foregoing .varranty or any warranty implied by law; .and any attempt to do so shall be without force oi- effect. C_ Unless other\vise specified in the Contract, the wear ratity period shall be at least One year from the date of acceptance of the deliverables or froin the date of acceptance of arry replacement deliverables. If dUriDg the warranty period, one or more (ifthe above warranties are breached, the Contractor shall promptly upon receipt of demand cither repair the non-conforining deliverables, or replace the noll-conforining 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 lo, any packaging and shipping costs shall be borile, exclusively by the Contractor. The City shall endeavor to give the Contractor Written 11011CC of the breach of warranty within thirty (30) calendar days of discovery ofthe breach of warranty, but failure to give timely notice shall not inillair the City's rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non-conf'orriling deliverables as required by the City, then in addifion to any other available remedy, the City may reduce the quantity of dcliverables it may be required to purchase under the Conlract from the Contractor, arid purchase conforming deliverables froom other sources. In SUCh event, the C,ontractor shall pay to the City upon demand the Increased cost, ifany, incurred by the City to IN-OCUIV such deliverables, from allOther sera ice. F'. 11' the Contractor is not the manufacturer, and the deliverables are covered by as separate 111,1111.11'aCtUrer's, warranty, the Contractor shall transfer arid assign such manufacturer's warranty to the City. Iffor any reason the manufacturer's warranty cannot be fully transfierred to the City, the C ontractor shall assist and cooperate with the City to the fullest extent to criforce such manufacturer's warranty for the benefit of the City, 22. WARRANTY — SERVICES: The (:'ontractor warrants and represents that all sci-vices to be provided the City under the Contract will be ftilly arid timely performed in a good and workniarilike manner in accordance with gencrally accepted industry standards and practices, the terms, conditions,, arid covenants of the Contract, and all applicable Federal, State and local laws, rUles or regulat i oils. A. The Contractor may not limit. exclude or disclaim the foregoing warranty or any \,varranty implied by law, arid any attempt to do so shall be withota, force or effect, B. Unless otherwise speci lied in the C,onlract, the warranty period shall be at least one year from the Acceptance Date. It' during the warranty period, one or more of' the above warranties are breached,, the Contractor shall prolilptly 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 perforniance shall be borne by the Contractor. The City shall endeavor to give the Contractor writtell notice ol" the breach of warranty within thirty (30) calendar days cif' discovery of,the breach warranty, but failUre, to give timely notice shall not impair the City's rights under this section. C. Ifthe Contractor is unable or unwilling to perform Its services in accordance with the above standard as reqiiii-ed by the City, then in addition to any other ay.,iflable retnedy, the City may reduce the amount of' services it may be required to purchase under the Contract froni the Conti -actor-, and ptirchase conforming services froin other sources. In such event, (he Contractor shall pay to the ( I it), upon demand the increased cost, ifany. inCUrred by the City to procure such services fi-oril another source, RI'll # 6358 Page 10 of 35 DocuSign Envelope ID: 4680B8C9-OF86-4613-BB9B-97AC7796AB46 EXHIBIT 3 23. ACC'I,'..PTAN('_'E OF IN(,'OMPBETE OR NON -CONIZORMNG DELIVERABLIFS: If, instead of requiring immediate correction 01, 1,0110val and replacenient of defective Or 111011- confornling,, deliverables, [lie City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and daniages attributable to the City's evaluation of and dderrilination to acicept such defective or non -conforming deliverables. Ifally Such acceptance occurs prior to final payment, the City rnay deduct such amounts as are nccessary to coin pen sate the City for the diminished value ofthe defective or non-confortning deliverables. If the acceptance occurs after final payment, stich aniount will be rel'unded to the City by the Contractor, 24. RIGHT TO ASSURANCE: Whenever one party to flic (7ontract in gcrod faith has reason to question the other partys intent to perl'orni, demand may be made to, the other party for written assurance of the intent to perl"ortil. In the event that no assurance is given within the tirne specified after dernand is made, the demanding party may treat this fifllurc.,is ail anticipatory repudiation of the Contraa 25. STOP WORK NOTICE: 'I"he City may issue ail immediate Stop Work Notice in the event the (,,"antraclor is observed performing in a matincr that is in violation ofFederal, State, or local, guidelines, or in a manner that is determined by the City to be unsafe to either lifie or property, 'Upon notification, the Contractor wi If 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 file issuance ol'such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default tinder the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its niaterial obligations, Under the Contract, (b) fails to provide adeqUatc assurance of perfornialICC Linder Flaragraph 24, (c) becomes insolvent or seeks rellefunder the bankruptcy laws ofthe United States or (d) makes as rriaterial misrepresentation in Contractor's Offer, or in any report or deliverable required to be submitted by the (,,ontractor to the city. 27. TERMINATION FOR CAOSE: In the event of a defilUlt by the Contractor, the 0ty shall have the right to terminate the Contract for cause, by m(fitten notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, vothirr such tell (10) day period, cures such default, or provides evidence sufficient tea prove to the City's reasonable satisfaction that Such default does not, In fact, exist. In addition to any other remedy available under la\v or in equity, the City shall be entitled to recover all actual darnages, costs, losses and exi-,mises, inctin-ed by the City as a result offl-te ContractoCs defiltilt, including, without limitation, Cost of cover, reasonable attorneys' fees, court costs, and pr(judgment and post - ,judgment interest at the maxillILITT) lawful rate. Additionally, in the event of as default by the Contractor, the City may remove the Contractor front the City's vendor list for three (3) years and any Offer Alt)rnitted by the Contractor may be disqualified f'()r Up to, three (3) years. All rights all(] remedies under the Contnict arC CLI Ill It hitIVC ganefare riot escIUSiVC of ally other right or remedy provided by I'm. 28. TERMINATION WIT11OUT CAUSE: The City shall have the rightto terminate the Contract, in whole or in part, without cause ally tinic, upon thirty (30) calendar days' prior written notice. Upoll reccipt ofa notice oftermination, the ("'ontractor shall proml,,)tly cease all furtherwork pursuant to the Contract, Willi such exceptions,, if ally, specified in the notice of termination. The City shall pay the Contractor, to the extent. of 1"unds Appropriated or otherwise legally available 1`61- Such purposes, for all goods delivered and set -vices performed and obligations incurred prior to the date of'termination in accordance with the terms, hereof. Rl,,'I--' # 6358 Page 11 of 35 DocuSign Envelope ID: 4680B8C9-OF86-4613-BB9B-97AC7796AB46 EXHIBIT 3 29, FRAUD: Fraudulent statements by the ("ontractor onany OfTer or In any report or deliverable required to be submitted by the Contractor to the Pity shall be grounds for the termination of the Contract for cause by the City and may result in legal action, 30. DE1,AW A. The City rasa y delay schedUlcd delivery orotherdace dates, by written notice to theContractor il1 the City deenis it is III its best interest. 117SLICh delay causes all increase in the cost of the work under the Contract, the (."ity and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and CXCCLItC an aniendment 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. f`ailure to agree on any acljIusted price shall be handled under the Dispute Resolution process specified in paragraph 49. HoNvever, nothing in this provision shall excuse the Contractor Farrar delaying the delivery as notilled, B. Neither part)/ shall be liable fear any default or delay in the performance ol'its obligations under this Contract if', while and to the extent such def'ault or delay is caused by acts ol"Glod, fire, I -lots, civil coniniotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of'such Party. In the event ot'default or delay in contract performance dLIC to any of' the f'oregoing causes, then the time f'or completion of the services Nvill be extended; provided, however, in SUCh an event, a conference will be held within three, (3) business, days to establish as muttu,'Illy agreeable period of tinge reasonably necessary to overcome the effect orsuch failure to perform. 31. INDEMNITY: A. Definitions: i. ""Indemnified (lairris" shall include any and all claims, demands, Suits, causes of action, judgnients and liability of every character, type or description, including all reasonable costs and expenses oflitigation, mediation or other alternate dispute resolution mechanism, inClUding attorney and other professional fees liar: (1) daniage to oi- loss of the property of any person (including, but not limited to the City, the ontractor, their respective agents, officers, eiriployees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's conipensation, loss of'services, or loss of income or wages to any person (including but not limited to the agents, oflIcers and employees of` the ("'Ity, the Contractor, the Contractors subcontractors, and third parties), ii. "Fault" Shall include the sale of defective or non- coriforming deliverables, negligence, willfid rniscondUCt or as breach ofarly legally imposed strict liability standard. s 13. THE CONTRACTOR SHALI. DEFEND (AT TIIE OPTION OF THE (11'Y), INDEMNIFY, AND HOLD THE CITY, ITS SUC(''ESSORS, ASSIC'NS, OFFICERS, EMPI..,0YEES AND ELECTED OFFICIALS HARMLESS FROM AND ACY'AINST ALI.., INDEMNIFIED CLAIMS DIRECATY ARISING.; Ot"IT OF, INCIDENT TO CONCERNING 0`R RI":SULTIN(".1 FROM THE FAULT OF THE CONTRACTOR, OR THE, ONTRAC,'TOR'S AGENTS, E1'I PI..,0YEES (Al S1.13CO1"V11 RACTORS, IN THE PERFORMANCE OF THE CONTRACTOR'S 013LIG'ATIONS UNDER THE' CON"I"RACT. NOTHING HE'REIN SHALI., BE 1)EEMED 'TO LIMIT 111E RIGHTS OF 'nIE cury OR THE CONTRACTOR (INC'LUDING, BIT NOT LIMITED TO, ]"HE RIC3,11' TO SEEK CONTRIBUTION) AC'rAINST ANN' THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. RFP 4 6358 Page 12 of 35 DocuSign Envelope ID: 4680B8C9-OF86-4613-BB9B-97AC7796AB46 EXHIBIT 3 32. insurance reqflrcmenr s tire applicable, in addition to the specific hISLIT'ance requirements detailed in Appendix A I "or services only.'Flie successful firm shall procure and ii'mintain insurance ofthe tykes and in the rn Inimurn amounts acceptable to the City of Denton. The insurance shall be written by as company licensed to do business in the State of Teras and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at as IllillinIL1111 Carry insurance in (lie types and amounts indicated and agreed to, as Submitted to, the City and approved by the City within tile ]NOCUrenient process, flor tile dUrati011 of (he Contract, including extension options and hold over periods, and during ally warranty period. ii. The Contractor shall provide CertifiCatCS 01' 111SUrance with the coverage's and endorsements required to the City as verification of coverage prior to contract execution and within fourtcen (14) calendar days after wrilten request from tile City. Failure to provide the required Certificate offilsurance may sut1ject the OffC-1- IrO disqualification from sideration Foraward The (`,ont� �st also forward a Certificate of insurance to the consi f, -actor m,u City whenever a Previously identified policy period has expired, or an extension option or hold over period is exercised, as verification ofcontinuing coverage. iii. ]'lie 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 shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be: a limitation of liability oil the part 017111C Contractor. i,v. Fhe Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the pro.ject. 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 tinic the policies are issued and shall be written by conipanics with AN. Best ratings of V11 or better. "I"he City will accept workers' compensation coverage written by the Texas Workers' Cornpensation Insurance Fund. vi, All cridorseinents narning the City as additional insured, waivers, and notices of cancellation endorseirients as well as the Certificate of insurance shall contain the solicitation number and the followIng infiorniation: City of Denton Materials Management DePartment 901I Texas Street Denton,'"I'exas 76209 vii, The "other" insurance clause shall not apply to the City where the City is an additional insured shown oil any policy. It is intended that policies required in the Contract, covering both the City and the ontractor, shall be considered primary coverage as al'.)plicable. Viii. 11 -insurance policies are not written ft.:)ramounts agreed to with the City, the Contractor shall carry Umbrella or F'` cess Liability 111SUrancefor any differences in aniounts specified. - ) -n offfic prirnary coverage. Il'Excess I.Jability Insurance is is provided, it shall follow tile fi ii ix. T lie City shall be entitled, upon request, at all agreed upon location, and WithOLlt expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or ri-iodification cal' particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding Upoll either of the parties hereto or the underwriter on any SUCII policies. JZFT -# 6s 58 Page 13 of 35 DocuSign Envelope ID: 4680B8C9-OF86-4613-BB9B-97AC7796AB46 EXHIBIT 3 x. I'lle City reserves the right to review the insurance re(plirements set forth dtirin., the g effective period of the Contract and to make reasonable adjustri-lents to instirance coverage, limits, and exclusions when deemed necessary and prudcrit by the City based Lipon changes in stattitorylaw,, court decisions, the clainis history of the industry or financial conditiol'i ofille insurance company ,is well as the Contractor. XL The Contractor shall not caLlSe any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. :iii. The Contractor shall be responsible For preniii,ims, deductibles and self-InSUred retentions, if any, stated in policies. All deductibles or sell' insured retentions shall be disclosed on the Certificate of Insurance, x iii the Contractor shall endeavor to provide the City thirty (30) calendar days' written In. p I notice of erosion of the aggregate limits below occurrence firnits lor all applicable coverage's indicated within the Contract. Xiv. The inMlrance coverage's specified in within the solicitation and requirements are required minitnurns 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: Wany claim, demand, suit, or other action is asserted against the Contractor which arses under or concerns the Contract, Or Which Could have a material adverse effect on the Contractor's ability to perform thereunder, the Contractor shall give written notice thereof to the City I ity within ten (1 Cl) calendar days after receipt of notice by the ("I ontractor, Such notice to the ("ity shall state the date ot'notification ofany such claim, demand, suit, or other actior); the names and addresses of" the clainiant(s); the basis thereof, and the narne of each person against whom such Su claim is being asserted. ch notice shall be delivered personally or by mail and shall be sent to the City and to the Dentori (,Ity Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 E'asl McKinney Street, Denton, Texas 7620 1, 34, NOTICES: tJnless otherwise specified, all notices, t'e(lLiests,ot*otliercoiiiiilt,,iiiicatioi-is,reClLlirecI or- appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) biisiness days after 1)ostiriarked it' seat by 1J,S. Ilostal Service Certified or Registered Mail, ROUrn Receipt Requested, Notices delivered by other means shall be deer ed delivered upon recelpt by the addressee. R01.11tine coinniunications may be made by first class rnail, telefax, or other- C01111,11el-Cially accepted mains. if to the Contractor shall be sent to the address specified in the Contractor's Offer, or at such other address as a party may nobly the other in writing, Notices to the C"ity shall be addressed to the ("ity at 901 B Texas Street, Benton, "J"exas 76209 and marked to the attcnti(,.)n of the Purchasing, Manager. 1 35, RIGJJJ`�S 1-0 1311), PROPOSAL AND CONTRACTUAL 1" ATE,1Z1AI,: All material stibinitted by the Contractor to the City shall becorne property of the City Lipon receipt, Any POFtiOTIS Of"SUch material claimed by the Contractor to be proprietary awst be clearly marked as such. Determination of the public nature of the inaterial is SUbicci, to the Texas public I ilR) nria ti oil Act, 552, and "Fexas (Jovernmetit Code. RFT �,/ 6358 Page 14 of 35 DocuSign Envelope ID: 4680B8C9-OF86-4613-BB9B-97AC7796AB46 EXHIBIT 3 36. NO WARRANTY BY CUFY AGAINST INFRINGEMENTS- 1"he (ontractor represents, and xvarrants- to the Cily that: (i) the Contractor shall provide the (",ity good an(] indefeasible title to the deliverables and (ii) the deliverables, supplied by the (."ontractor in accordance will) the specifications 41 the Contract will not infringe. directly or contributorily, any patent, trademark, copyright, trade secret, or any other intClICCtUal property right of any kind ofany third party; that no claims have been made by any person or entity with respect to tile ownership or operation of the delivcrables and the Conti-ciclor does not know of any valid basis for any such claims. The Contractor shall, Lit its sole expense, deferid, indemnify, an(] hold the City harmless from and against all liability, darnages, and costs (including Court costs and reasonable fees elf attorneys and Other professionals) arising out of orresulting from: (i) any claini that the City's exercise anywhere in file world of the rights associated with the City's' ownership, and ifapplicable, license rights, and its use of" the deliverables, infringes the intellectual property rights of any third party; or (ii) the Clontractor's breach of any of Contractor's representations or warranties stated in this Contract. Ira the event ofany Such clairn, the City shall have the right to monitor such claim or at its option engage its own separate counscl to act as co -counsel on the Citys 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 file City makes no warranty that the production, developillent, or delivery of such deliverables will not impact such warranties of Contractor. 3,7, CONFIDENTIAIATV: In order to provide the deliverables to the City, Contractor may require access to certain of the (,.,,ity's and/or its licensors' confidential infiormation (including inventions, ernployee inforrilati oil, trade secrets, confidential know-how, confidential business infibrillatioii, and other information which the City or its licensors consider confidential) (collectively, "Confidential Inf6rination"). 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 in ' jure the City and/or its licensors,, "T'he 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 0thC1-WiSC Use the (.',onfidlential Information without the prior written consent of the ( "ity or in as manner not expressly permitted under this Agreement, unless the (,'onfidential Information is required to be disclosed by law or an order ofany court or other governmental authority with proper j urisdiction, provided the Contractor promptly notifies the City, before disclosing Such inforniation so as to permit the City reasonable time to seek an appropriate protective order, The Contractor agrees to USC protective measures no less stringent than the C,ontractor uses within : its own business to protect its o,rvn most valuable inforinatioii, which protective ineaSUI-CS, Shall Under all circumstances be at least reasonable measures to ensure the continued confidentiality ofthe Confidential Information. 38. OWNERSHIP AND USE at DELIVERABLE'S: '11 -le City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable SUb.iccl matter contained in the deliverables, the ("'ontractor agrees to, disclose such patentable subJect niatter tea the City. FL11-ther, it' requested by the City, the Contractor agrees to assign and, i f'necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions, Under such patentable sulaject matter to the City and to execute, acktiowledge, and deliver and, if necessary, cause each of its employees to execute, - ackliovAdedge, and deliver an assignment ofletters patent, in a forti-i to lac approved by i the City, to the City upon request by the City, R171' # 6358 Page 15 of 35 DocuSign Envelope ID: 4680B8C9-OF86-4613-BB9B-97AC7796AB46 EXHIBIT 3 1-1. Copyrights. Asto an- y deliverables containing copyrightable sub ect inaller, the Contractor ,igrees that upon their creation, such deliverables shall be considered as ,vork made -for -hire by the Contractor for the City and (lie City shall Own a] I copyrights in and to such deliverables, provided however, that nothing in this Paragraph 3 ' shall llegate the (.1ty's sole or` joint ownership of any such deliverables arising by virtue Of' the C,it)"S Sole Or j()int aUthOl-Ship Of Such deliveratfles. 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 cach ofits employees providing services to the City hereunder to execute, acknow1colge, and deliver an assignment to the City of all worldwide right, title, and interest in and to such deliverables. 'With respect to Such work inade- for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause, each of its employees providing services to the ity hercurider to execute, acknowledge, and deliver a work- made-for-hirc lgreerrient, in a form to be reasonably approved by the City, to the ity upon delivery of such deliverables to the City or at such other time as the City inay request. C. Additional Assignments. The (",ontractor further agrees to, and il'applicable, cause each Of its employees to, execute, acknowledge, and deliver all applications, specificat[ons, oaths, assigrinients, and all other insirurrients which the City rnight reasonably deein necessary in order to apply for and obtain copyright protection, mask work, registration, tracleinark 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 nonunces, the sole and exclusive right, title, and interest in and to the deliverables. The Gontractor'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., I.)., 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 prolection, mask work registrallon or patent protection for any of' the deliverables, but should desire to keep the sarne secret, the Contractor agrees to treat the saine, as Confidential Information under the terms ol'Paragraph 37 above, 39, PUBLICA,riONS: All published material and written, reports submitted under the Contract 11111st be originally developed niaterial Unless otherwise specifically provided in the Contract. When inaterial not originally developed is included in a report in any form, the source shall be ident ie& 40�, ADVERTISING- The Contractor shall not advertise Or publish, without the (11ys prior consent, the fact that the City has entered into, the Contract, except to the extent required by law. 41. NO CONTING'ENT FEES�: 'Fhe Contractor warrants th�,rt no person or selling agency h"is, been erriployed or retained 'to solicit or secure the Contract upon any agreement or understanding l'or conitnission, percentage.'brokerage, or contingent fee, excepting bona fide employees of'bona fide established commercial or selling agencies maintained by the (-',ontractor for the purpose of securing business. For breach or violation ofthis warranty, the City shall have the right, in addition to any other remedy avallable, to cancel file C I ontract \vithout liability and to deduct from any amounts owed to the C.ontrcactor, or otherwise recover, file full aniount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City niay, by written riolice to the Contractor, cancel the Contract without liability ifit is deterinined by the Citry that gratUitiCS were offered or given by the Contractor or any agent or representative ofthe Contractor to any officer or eniployce o.11the City ol"Denton with a view toNvard securing the Contract or securing Favorable treatnient with respect to the awarding or aniending or the making of any deterniinations with respect to the performing of'such contract, In the event the Contract is canceled by the City pursuant to this provision, file City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount OftlIC COSt incurred by the Contnactor in,providing such gratuities. RF'P 46358 Page 16 of 35 DocuSign Envelope ID: 4680B8C9-OF86-4613-BB9B-97AC7796AB46 EXHIBIT 3 43: PROMBITION AGAINST PERSONAL IN'TER1,',ST IN C'ONTRAC'TS: No officer, employee, independent consultant, or elected ollicial of tile City Mlo is involved in the development, evaluation, or decision-inakin g process of, the performance ofany scfliciultion shall have a financial interest, direct or indirect, in the Contract restilling from that solicitation, Ally willfid violation ofthis section shall constitute impropriety in Cwffice, and any officer or employee guilty thereol'shall be sub'ecl to disci linary action tip to and including dismissal. Any violation 'I p of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. ']'he Conti -actor shall complete and subirift the City's Conflict of ,Interest Quest ionnai re. 44. INDEPENDENT C"ONTRACTOR: The Contract shall not be construed as creating an employer/employce relationship, as partnership; or ajoint venturc-. The (__',ontractor'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 crill")loyees of tile (:'ity of' J.Dentoll, 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 einployce of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached. specifications at the general direction ()f the City Manager of the City of Denton,Texas, or his designee under this agremnant. "I'lle contractor is expressly 1'ree to advertise and perl"orm set -vices for other parties while performing services for the City. 45. ASSIGNMENT -DELEGATION: me Contract shall. be binding upon and ensure to the benefit of the City and tile Contractor and their respective successors and assigns, Im-ovided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by tile Contractor without the prior writteri consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity Nvith this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not as party hereto; it being the intention of the parties thatthere are no third party beneficiaries to the (.7ontract. 46, WAIVER. No clairn or right arising out ofa breach of the can be discharged in whole or in part by a waiver or renunciation cat" the clairn or right unless tile waiver or renunciation is supported by consideraliori arld is in writing signed by the aggrieved party. No waiverby either the Contractor or the City ofarly one or rilore events of'default by the other party shall operate as, or be construed to be, a perniancrit waiver ofi,ny rights or obligations Under tile Contract, or an cxpress or implied acceptance ofany other existing or fUtUre default or deflaults. whether of' a similar or different character. 47, MODIFK.'ATIONS: The Contract can be modified or arriended only by at writing signed by both parties. No pre-printed or sinular terms oil any the Contractor invoice, order or other document shall have any force or cffect to change tile terms, covenants, and conditions cif the Clontract, 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreenient. No course of prior dealing between the parties or course ()f perforrilance or usage of the trade shall be relevant to Supplement or explain any teal' Used in the Contract. Although the Contract may have been substantittily drafted by one party, it is the intent of the parties that all provisions be construed in as manner to be fair to both parties, reading no provisions niorc strictly against one party or the other. Whenever as term defined by the Uniform Commercial C. as enacted by the State of '1 is used, Ili the Contract, the 1JC(,' definition shall C011trOl., unless OthCrWiSC defined in the Contract. R F P11,6358 Page 17 of 35 DocuSign Envelope ID: 4680B8C9-OF86-4613-BB9B-97AC7796AB46 EXHIBIT 3 Oct. DISPUTE RES01,1711ON: A. if dispute arises out ofor relates to the Contract, or the breach thereof- the parties agree to negotiate prior to prosecuting as suit for damages. However, this section does not prohibit tile filing of a lawsuit to toll the running of a SlaftltC of limitations or to seek in.junclive relief. Fither party may make a written request For a meeting between representatives ofeach party within l'ourteen (14) calendar days after receipt ofthe request or such later period as agreed by tile, parties, 113'ach party shall include, at a nlininiLlIll, one (1) senior level individual 'with decision-making authority regarding (lie dispute. The Purpose off this and any Subsequent rneeting is to attempt in good faith to negotiate a resolution ofthe dispute. If, within thirty (30) calendar days after such rilecting, 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 as written agreement signed by both parties, ill which event the parties may proceed directly to mediation as described below. 13. If the efforts to resolve the dist-.)ute through negotiation fall, or the parties waive the negotiation process, the parties n-uly select, within thirty (30) calendar days, a mediator trained in mediation skills tcs assist with resolution of the dispute. Should they choose this option; the City and tile 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 firom, relying on the skills of"a person who is trained in the subject matter ofthe dispute or as contract interpretation expert. If the parties f1lil, to agree oil a mediator within thirty (30) calendar day's of initiation ofthe rnediatioti process, the mediator shall be selected by the Denton County Altei'llative Dispute Resolution Prograin (DCAP). .l"lie parties agree to participate in inediation, ill good faith for up to thirty (30) calendar days firom the date ofthe first mediation session. The City and the (7ontractor will share the jnediator'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 there 01' otherwise assist therl'i ill the mediation. 50. JURISDICTION AND VENUE: The Contract is niade under and shall be governed by the laws ofthe State ofTexas, including, when applicable, the Uniforin Coannercial Code as adopted in Texas, V.T.C.A., Bus. & Corrim. Code, Chapter 1, excluding any rule or principle that would refer to and apply the Substantive law ofanother state 01-JUrisdiction. All issues arising from this Contract shall be resolved in the courts of"Denton County, Texas and tile parties agree to subrillt to) the eXCILISiVe personal jurisdiction of such: courts. The foregoing. however, shall [lot be construed or interpreted to limit or restrict the right or ability of the C ity to seek, and secure injunctive relleffi-orn all),, con'lpelent authority as contertiplated herein. 51. INVALIDITY: The invalidity, illegality, Or unenforceability of any provision ofthe Contract shall ill 110 way affect [lie validity or enfiorccability of' any Other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and tile balance of. tile Contract shall be construed and ens geed as if the Contract did not contain tile particular portion 01' provision held to be void,The parties fur-flierraq _rce to reform the Contract to replace any stricken provision with a valid provision that cornes as close as possible to the intent of the stricken provision. The provisions of' this sectiol'i shall not prevent this entire Contract frons being void should a provision which is tile essence ofthe Contract be determined tar be void. RFP # 6358 Page 18 of 35 DocuSign Envelope ID: 4680B8C9-OF86-4613-BB9B-97AC7796AB46 EXHIBIT 3 52. 1101A DAYS: The f6llowing holidays are observed by the City: New Year's Day (observed) MLK Day Memorial Day 4th ofJuly Labor Day Thanksgiving Day Day After Thanks Hiving; Christmas Eve (observed) Christmas Day (observed) New Year's Day (observed,) ....... ... . . . lira Legal Flo I i day fal Is on, Saturday, it Nvi I I be observed oil theprc,ceding ]-,'ri day. If a Legal I lot i day I'allS Oil Sunday, it will be observed on the Following Monday. Nornial hours ofoperation shall be between 8:00 ani and 4:00 pill, Monday through Friday, excluding; ity of Denton I-Iolidays. Any scheduled deliveries or Nvork performance not within the nornial hours of operation must be appi-oved by the City Manager of Denton,Texas or his authorized designee. 53, SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations oil the pat -ties, including but rot litnited to the warranty, indemnity, and confidentiality ol-.fligations ofthe parties, shcill SUrViVe the expiration or termination of the Contract. 1 54, NON-S�USPENStO�N ORI EBARMENT CERTIFICATION: The City of Denton is prohibited frorn 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 ("ity, the Vendor certifies that its firm and its principals are not currently SLISI)ended or debarred fi-orn doing business with the Federal Government, as indicated by the General Services Administration List offlarties Excluded fi-orn Fcderal Procurement and Non -Procurement Prograrns, the State ofTexas, or the City of Dentom 55. EQUAL OPI1ORTLJNITV A. Equal Employment OpIwi-tunity: No Offeror, or Off'eror's agent, shall engage in any discriminatory employment practice. No person shall, oil the grounds ofrace, sex, age, disability, creed, color, genetic testing, or national origin, be refused the benefits ol', or be other-wke SUbjected to discrimination under any activities resulting From this R.FQ. B. Amcricans vvitb Disabilities Act (ADA) Compliance: No, Offeror, or Offeror's agent, shall engage in any discriminatory criti-floymcnt practice against individuals with disabilities as, defined in the ADA. 5& 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. "Coniponent" means all article, material, Or Supply incorporated directly into all end product. ii. "Cost of components" rneans - (1) 1�`Or COMPOIlelltS PLIrchased by the Contractor', the acquisition cost. including transportation costs to tile place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or rot a duty-free entry certificate is issued); or R FP 8, 6 34 5 81 Page 19 of 35 DocuSign Envelope ID: 4680B8C9-OF86-4613-BB9B-97AC7796AB46 EXHIBIT 3 (2) lor cornponents manufactured by the Contractor, all crests associated with the nianufacture of ffic cornponent, including transportation costs as described in paragraph (1) of this det-Milion., plus allocable overhead costs, lout excluding Profit, Cost of' components does mt include any costs associated with the nuanufacture, of" the end product, Iii. "Domestic end Product" means- ( I ) An unmanufactured end prodUCt inined or produced in the United States; or. (2) An end prodUd manuftactured in the I Inited States, if the cost of its components mined, ProdUced, or mantif'actured in the United States excet.,.ds 50! percent of the cost of all its components. Components of foreign origin of flic same class or kind as those that the agency detern-iines are not mined, produced, or manufactured in sufficient and reasonably available conano iercial quantities of satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered donlcshc. iv. "End product" mcans those articles, aiaterials, and supplies to be acquired under the contract for public use. v. "Foreign end prodUCt" Means an end product other than a domestic end ProdLICL vi. "Utifted Slates" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. I Oa - 10d) provides a preference for domestic end prodUCtS I'm supplies acquired for rise in the I-Jnited States. C. The City does not rnaintain a list of foreign articles that will be treated as dornestic for this Clontract; bUt Will consider for approval foreign articles as domestic for this product iftlie articles are on a list approved by another Governniental Agency. 'I .'lie Offeror shall subrnit dOCUmentatioll with their Offer demonstrating that the article is on an approved Governmental list. 1). The Contractor shall deliver only domestic end products except to the extent that it specified delivery offoreign end products in the provision of the Solicitation entitled "Buy American Act Certificatc", 5T RIGMT TO INFORMATION: The City of Denton reserves the right to Use any and all information presented in any response to this contract, whether ainended or not, except as prc)hibited by law. Selection of'rejection of the SUbmittal does not aff'ect this right. 5& LK I ENSE FEES OR "I'AXE,S: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of—Tcxas, any and all flees and taxes are the responsibility of" tine respondent. 59. PREVAILING WAGE RATES: The contractor shall coniply Nvith pre'vailing ravage rates as defined by the United States Departnient, of Labor Davis -Bacon Wage Determination at ljttr.-L/fi r-.-chid..-L,qv/wiid/c,()n'tiacts/cibr,i.htTI„ and at the Wage Determinations website \A(w\V.,,wdql,.gcry f'or Denton CO U Illy, Texas (WD -2509). 60. COMPIAANCE WITH ALI, STA"I'E, FEDERAL, AND I,OCAL LAWS: The contractor or supplier shall con,iply with all State, 1"ederal, and Local laws and requirenients. The Respondent niust comply with all applicable laws at all ti.nies, including, wil,110L)t liMitatiOn, file f`0l1()NN1ir1g: (1) §36M2 of the Texas, Penal (",ode, Which prohibits bribery; (ii) §36,09 of tine Texas Penal Code, which prohibits [lie offering or conferring ofbenelits, to Public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. Rl'1) 1/ 6358 Page 20 of 35 DocuSign Envelope ID: 4680B8C9-OF86-4613-BB9B-97AC7796AB46 EXHIBIT 3 6L FEDERAL, STNTE, AND LOCAL REQUIRIKMEN"I'S: Respondent shall denionstrate ori - site compliance with the 1'ederal Tax Reform Act of 1986, Section 1706,, aulending Section 530 of the Revenue Act, of, 1978, dealing with issuance off'orni W -2's to common la\v ernployces. Responderit is responsible for both f"ederal and State uneniployment insurance coverage and standard Workers' (."loinperisatiOn iFISUrance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requircillents.'I'lle City of Demon shall not be liable to Respondent, or its employees for any t3nernployment or Workers' Compensation coverage, or federal or Slate withholding reqUirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting f'r(.A-n Respondcnt's otnasion or breach ofthis Section. 61 DRUG FREE, WORKPLACE: The contractor shall con ply with the applicable provisions of the Drug; -Free Work Place Act of" l 988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C; 701 1..-1Sl�`Q.) and maintain a drug-free work environment; and the final rule, government -wide requirements for drug-free work place (grants), issued by the Of ofManagernent, and Budget and the Dcpartinent of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-f`rce Work I'lace 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 LIABILITYFOR DAMAGETO' GOVERNMENT: "III OPERT` :'"I'lle Respondent shall be liable for all darnages 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 conipany, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of` Denton Procurement Manager in writing ofaily such damage within one (1) calendar day. 64, FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for perf'orniance under the Contract should it be prevented from performance by an act of war, order oflegal authority, act of God, or other unavoidable cause not attributable to the ftault or negligence of (lie City of Denton, In the event of all occurrence under this Section, tile Respondent will be excused from any further performance or observance of requirements so atTected for as long as such circumstances prevail and (lie Respondent COnfiDUCS to Use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately riotifv the City of Denton Procurement Mamtgcr 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-perfoln-nance or delay in perforniance. 65, NON -WAIVER OF RIGI-ITS: Failtire of as Party to require performance by another Party Under the Contract will not affect the right ol'much Party to require perforinance in the future. No delay, failurie, or waiver of either Party"s exercise or partial exercise ofany 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 C,ontracl will not be construed as a waiver of any continuing or succeeding, breach. 66� NO WAIVER Of" SOVEREIC,N IMML,�NFI`Y: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 fi-oni suit or froiri liability that the City of'Denton may Nave by operation oflaw. RFP # 6358 Page 21 of 35 DocuSign Envelope ID: 4680B8C9-OF86-4613-BB9B-97AC7796AB46 EXHIBIT 3 67. RECORDS RETENTION. '11"ie Respondent shall retain aH financial records, supporting docunlents, statistical records, and any other records or books relating to the licrf-61-1111ances called l'or in the Conti -act. The Respondent, shall retain all SUch records 1or a period offour (4) years after the expiration ofthe Contract, oruntil the ('11A or State Audifor's Office is satisfied that all audit and litigation niallers are resolved, whichever period is longer. The Respondent shall grant access to all books, records and docunients pertinent to tile (,'ontracl to the CPA, the State Auditor of Texas, and any federal govunniental entity that has authority to reNiew, 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 ol'preectlence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents, to the extent of such conflict. I . Final, negotiated contract, 2. RFP/Bid documents 3. City's standard ternis and conditions 4. Purchase order 5. Supplier terms and conditions UP 6358 Page 22 of 35 DocuSign Envelope ID: 4680B8C9-OF86-4613-BB9B-97AC7796AB46 EXHIBIT 3 Exhibit Di INSURANCE REQUIREMENTS AND Upon contract execution, all insurance requirements shall become contractual obligations, which, the successful contractor shall havie a duty to maintain thl"OUghOUt the course of this contract. AN RIM V 11112=141TI 61 IONF3 -lift 1 0 1 10-1 mm it. ri!'"11111 1111115 1! - 1, 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 requir- w ar: omplwith 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 Tex with an A.M. Best Company rating of at least A or better. I Any deductibles or self-insured retentions shall be declared in the proposal. If requested with respect to the City, its officials, agents, employees and volunteers; oir, the contractor shall procure a bond guaranteeing payment of losses and related investigations, clairn administration and defense expenses. Liability policles 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 firnit of liability. Provide a Waiver of Subrogation in favor of the City of Denit�on, its officials, agents, emiployees, and volunteers, Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before, the expiration date. RFP fl, 6358 Page 23 of 35 DocuSign Envelope ID: 4680B8C9-OF86-4613-BB9B-97AC7796AB46 EXHIBIT 3 • ShOUIcl 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 duiring the contract term which give rise to claims made after expiration of the contract shall be covered. M - MV -10141 11191421 M4111 11111 - 01 - N - �-Ml �M*0140111 MIA li!Zipli, 111111111 N! I 10i loffi-111, W01,11 1111111' 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. 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 additionalspecifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: = ff r M M T ff rerl FS -0 — I w -,4717,171AIWITY 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 urnbrella or excess poilicies, I I I I I I I ME I Coverage A shall include premises, operations, products, and' coimpileted operations, independent contractors, contractual liability covering this contract and broad'form property damage coverage. F !!I I ill 311-1 1 1 i #MRFJL41r-Ij1M I 1,01RAIN1011 1111M RFJI # 6358 Page 24 of 35 DocuSign Envelope ID: 4680B8C9-OF86-4613-BB9B-97AC7796AB46 EXHIBIT 3 9=3= Limits (CSL)i of not less than $500,00 either in a single policy or in a combination of w and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, mainteriance and Use of all autwbillies and moibi�le equipment used in conjunction with this contract. any auto, or all owned hired and noin-owned autos, [X] Woirkersi' Compensation Insurance Contractor shall purchase andmaintain Workers' Compensation insurance whichi, in ;;iddition to meeting the minimum statutory requirements for issuance of such, insurance, has Employer's Liability limits of at least $1 00i,,000 for each accident, $100,000 per each amployee, and a $5010,OiOO 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 gubrogatioin against the City, its officials, agents, employees and volunteers for any work performed for thi,e City by the Narned Insured, For budding or construction projects, the Contractor sihall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and ruile 2�8TAC 110, 110 of the Texas Workers' Compensation Commission Owner's and Contractor"s Protective Liability Insurance 1 WIN 1 1111 Tom uncier in�is conili an VIT11171 bi a[MI UUf ILI dULUI Z5 r-?'11iMUUTC UdVIR]i 1111 151J-61JUC-ov 24 R naming the City as insured for property damage and bodily injury which may arise in! the prosecution of the work or Contractor's operaitioniis under this, contract. Coverage shall be Nn 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 lea00,000.00 combined bodily injury and property damage per occurrence with a $11000,000.00 aggregate. Coverage is required if Broad forrn General Liability is not provided or is unavailabile to i contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. SMMUEM= Professional, liability insurance with limits not respect to negligent acts, errors or omissions i required under this Agreement. Rl"I'l # 6358 Page 25 of 35 UMMIR 0- MalJ 10 il Kole] 11 sm"'I Lei sairej Its Eli DocuSign Envelope ID: 4680B8C9-0F86-4613-BB9B-97AC7796AB46 EXHIBIT 3 Page 26 of 35 DocuSign Envelope ID: 4680B8C9-OF86-4613-BB9B-97AC7796AB46 EXHIBIT 3 ATTACHMENT 1 'X) Workers,' Compensation Coverage for Building or Construction Projects f07 Governmental Entities I M Certificate of coverage ("cerfificate")-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 projeict. Duration of the project - includes the time from the beginning of the work oir the project until the contractor's/persoiin's work on the project hias beer completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §40i6.09i6) - I 0 persons or entities perf•rming all or part of the services the includes all' 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- operatorsemployees of any such entityor employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, pirovidingi, hiaulin,g, 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/bieverage venidors, office supply deliveries, and delivery of portable toijets. B. The contractor shall provide coverage, based on proper reporting classification codes and payroll amounts and filing of any overa agreements, which meets the statutory requirements, of Texas Laboiiir 0Cold] Section 401 1 1(44) for all ernployees of the Contractor prodg es viinservic the project, for the duration of the project. The Contractor must provide a certificate of coverage to the government entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage einds 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 1. RFP 4 6358 Page 27 of 35 DocuSign Envelope ID: 4680B8C9-OF86-4613-BB9B-97AC7796AB46 EXHIBIT 3 E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after recelpt by the contractor, a new certificate ,of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends d'uring the duration of the project. The contractor shall retain all req�uired certificates of coverage for the duratior of the project and for one year thiereafter. G. The contractor shall notify the governimenital entity in writing by cerfified miail or personal del'ivery, 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, the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are requiireid to be covered, and stating how a person may verify coverage and report lack of coverage. 1. The contractor shall contractually require each person with whom it contracts to provide services on a project, toi: provide coverage, based on proper reporting of classification codes AM 1 payroll amounts and filing! of any coverage agreernents, which meets th statutM ry requiremenits of Texas Labor Code, Section 401 01 1(4 4) for aill its employees providing services on the project, for the duration of th project; 1 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 aH employees of the person providin�N services on the project, for the duration of the project; I provide the contractor, prior to the e!nd of the coverage period, a new certificate of coveirage showing extension of coveragei, if the coverage penod 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: RF,P 4 6358 Page 28 of 35 DocuSign Envelope ID: 4680B8C9-OF86-4613-BB9B-97AC7796AB46 EXHIBIT 3 a, a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on: the current certificate of coverage ends during the duration of the project, - 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; ii, notify the governmental entity in writing by certified rnail, or personal delivery, within 10 days afterthe person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to bd provided to the person for whom they are providing servi i ces. J By signing this contract or providing or causing to be provided a cetfi,cate of coveragiie, the contractor is representiing to the glovernmentall 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- i nsu red, with the commissions Diviisiion of Self-Insurancei Regulation. Providing false or misleading information may subject the contractoir to administ�rati�ve 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. RF P 4, 63`r 8 Page 29 of 35 DocuSign Envelope ID: 4680B8C9-OF86-4613-BB9B-97AC7796AB46 EXHIBIT 3 Exhibit E C,ct-tificate ol'Interested Parties Electronic Filing In 2015, the Texas Legislature adopted I louse 11ill 1295, which as section 2252,908 of` the Grovernment ("ode. The law states that the City may not enter into this, contract unless the Contractor submits a disclosure, of interested pat -tics (Forni 1295) to the City at the tinge (lie Contractor submits the signed contract. 1"he Texas Ethics Coninilisslon has adopted rules requiring the business entity to file 1`oril�l l 295 electronically with the (.,ornmission, Contractor will be required to furnish an original potarized Cerlificate of In ' teresi Parties before the contract is awarded , in accordance with Government Code 2252.908. The contractor shall: 1. L'og Onto tilt' State Ethics Conimission Website at : jq,ps. W\V",.Ctll,ics,.s,tate.tx.tis/Nvhatsiiem,/cll' info form1295.lilrn 1 Register utilizing the tutorial provided by the State 3, Print to copy of the conil.fleted f'orni 1295 4, 11;Inter the Certificate Number can page 2 ofthis contract. 5. Sign and notarize the Form 1,295 6. Email the notarized form to 1-nircly asin _&'&ci!yoldcnnon ,corn with the contract FlUmber In the Subject line. (EX: Contract 1234.... Form 1295) I The City must acknowledge the receipt ofthe filed florm 1291 5 not later than the 30th day after Council award, Once a f`orni 1295 is acknowledged, it will be posted to the Texas Ethics Commission's website within seven business clays,. Rl"? 4 6358 Page 30 of 35 DocuSign Envelope ID: 4680B8C9-OF86-4613-BB9B-97AC7796AB46 HUWW F3 w "O N �a L I `4 ����.... ,p Ar ERE A 1. �k� € ,d J h �yyr ��,{,.gqiry"@'��r� A R 1.J.. .. ... _...._... ..,,.�,.._ .. ....._..._ FORM4If Q �.�rYr� "k a.odor �At art.11u�Fcr JH^K ...� _ son doar,a lruxwrtuess rvrtlu ]arc al errt al craft This e rrestionriaairC rcllects; cl7arn*as mad tar t:1ue m,b 11.61'`.. ..l � - _ ... ._. � � �« �..�, fs4t6a 6.,u.g., Rt:trkrar- Session, `l`his elese,snonraaairo is; being, filed in eac co i duance with (Tiaalster 1.76, 1,mml Government 4° odc, by as veridor w1no has ar business relationship as defined by Section, '176.001(1 -aa) Nvitla a local goverxrr iontal e ndly and the vendor mects requ rergaems under Section 176.006(a). By law this elt.uc stiacntrttaire must be filed w61la the records taclrraaraistraaBor of the local goverrurarerat en ity not later than the 7th b u;srrrests day afict, the date the voridor beeora ec aware of" facts that require: the sttatc,rn eat to be filed, Mee Section 176,006(a -1), l..,ocaal Government Code. l A vendor cortaruaits all Offense if the vendor knowingly violates Section 1.76.0106, 1-ocaal Governrurr;rul Code. An offense: under dais section is aa. as aisdearrea nor. rrmrr cif ye'rrdawr who has as business ra.ar�tauoslra r vdt,ta local Q t _..... ..__ ___ 1 warunacra[rl asrotaty. Cheek t:lrlm lrarrx if you are Crling, an update to a previously filed questionnaire. (flew° law rerluceres fast You falx• air updated completed questionnaire with the aptsrrrropriate frhngf authority not latc^,r than the 711business day after tlae. } .t., t the orag anal filed arestu€arrraarat wwro� arrearna w1ttc or ara ut a ur ur�.) — ..._ —_ ...darn otgovernment that of or ficer about whom the information in this section 1.s being disclosed. awlanne: of Officer 1'has Section, (ilea'ar :3 including sulapaarw A, 13, C &, Ell„ rarest be completed fbr caclw officer with whom the vendor has an employmcnt m other business relation,ship as definod by Scction '1.76.001(1-a), Local Government Code. Attach additional pages to this Form t. IQ as necessary. A. laa the faecal { overtrrraerrl: offices named inthis action receiving or likely to receive taxable income, other than investment income, from the vendor? . is the vend'or rinse civtugg, oT hkc, ,y to a c c-reive taxable, income, other than investment arrcome^.,, crorn err at tlae direction of'thc local g overriment rroff3cer namcd in Llai, secrion ANT) the taxable income is riot received from tate local governmental eautkY? ...1 Yes I' � m.y'tie's C, as OW filer of this a luestionraai,rc employed by a corl'soration or anther busincsst entity wit r resg"ticcat to which the local government officer sencs as an oftacer or dircc:tor, orhola°is acro ownership of" one percentor more? es 121 -Nes 1�X Describe cacti employment or business and funaily relationship +,oath the local government of'ticer named in this smfl tn. m._ W .. ........... ... .._._ . _ _ ..� cwc aur C;onnict of Interest ta'r disclose. ..f _..._.._ _._.._. . _ m. .m._._m..... _...v _.._,. m.... � _ µ . w ......., ._.. .. S,nrruic�twan�.teaati6trtw voGro 0ra erotty Date _,. _ ........ Page 31 of 35 DocuSign Envelope ID: 4680B8C9-OF86-4613-BB9B-97AC7796AB46 EXHIBIT 3 ANNURKel RFP6358- Pricing Sheet for Pavement Mark ngs InstallaUon SAM kespondert's Business Name: suiping TedlWocy, ( 1P pn,'vpa� plan. ' 0 a.--" Pq..Ay :'tui Suu,) Tyler, I X Page 32 of 35 DocuSign Envelope ID: 4680B8C9-OF86-4613-BB9B-97AC7796AB46 EXHIBIT 3 A 9 Is NO "- Renporident " Wiping Technology, LP Prir6p,(I, d sf fCuky ind Stmt) Tyler, TK Page 33 of 35 DocuSign Envelope ID: 4680B8C9-OF86-4613-BB9B-97AC7796AB46 EXHIBIT 3 ARWO 9O. -IM nusmf'5 N a ,,e Stflphip TedindopW, tP Pr,vw. P11 Nae of Buv,,om,, (0y altd smw) Tyle, r, 1'%. Page 34 of 35 DocuSign Envelope ID: 4680B8C9-OF86-4613-BB9B-97AC7796AB46 EXHIBIT 3 Page 35 of 35 EXHIBIT 3 Certificate Of Completion Envelope Id: 4680B8C9OF864613BB9B97AC7796AB46 Subject: City Council Docusign Item - 6358 Pavement Marking Installation Source Envelope: Document Pages: 36 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 5/10/2017 1:18:49 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: Danny Long Danny@st-Ip.com Vice President Danny Long Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 5/10/2017 2:08:41 PM ID:3d3689fc-6eb2-4dc7-a6f1-e4c79d2014e0 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 EfiocwSbBnad^r'G�Y:; "OMAMa8u428" Using IP Address: 66.76.53.81 EOmuftnad by, G Cho 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: 5/10/2017 1:24:48 PM Viewed: 5/10/2017 1:25:00 PM Signed: 5/10/2017 1:43:16 PM Sent: 5/10/2017 1:43:18 PM Viewed: 5/10/2017 2:08:41 PM Signed: 5/12/2017 1:25:55 PM Sent: 5/12/2017 1:25:58 PM Viewed: 5/15/2017 7:08:27 AM Signed: 5/15/2017 7:08:43 AM Sent: 5/15/2017 7:08:45 AM EXHIBIT 3 Signer Events Signature Todd Hileman todd.hileman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 2/8/2017 4:52:51 PM ID:8154723a-9757-4d53-a4b5-794656233671 Jennifer Walters jennifer.walters@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: In Person Signer Events Signature Editor Delivery Events Status Agent Delivery Events Status Intermediary Delivery Events Status Certified Delivery Events Status Carbon Copy Events Status Julia Winkley julia.winkley@cityofdenton.com COPIED 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 COPIED 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: 5/12/2017 1:25:57 PM Viewed: 5/15/2017 8:05:09 AM Sent: 5/12/2017 1:25:57 PM EXHIBIT 3 Carbon Copy Events Status Timestamp Jennifer Bridges jennifer.bridges@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Terry Patterson Terry. Patterson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Carol Roberts carol.roberts@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Scott Wilson scott.wilson@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 5/15/2017 7:08:45 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: Danny Long, 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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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 IlEN' `IN File #: ID 17-631, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: May 23, 2017 SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the purchase of electric utility transformer pads 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 6403 -awarded to Anixter, Inc. in the three (3) year not -to -exceed amount of $230,000). RFP INFORMATION This RFP is for the annual contract to supply polymer concrete transformer pads used by Denton Municipal Electric. The pads are placed under pad -mounted transformers when installed in the field. There are two sizes of pads- a 48" x 48" fibercrete pad that is used extensively, and a larger 83" x 83" x 8", that is estimated at a quantity of ten (10) per year. The items are stocked by the Distribution Center and used as needed. Requests for Proposals were sent to 315 prospective suppliers of this item. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Two (2) proposals were received. The proposal submitted by Oldcastle Precast did not include a price for the 48" x 48" transformer pads, therefore the price submitted by Anixter, Inc. was used for evaluation purposes only. Both proposals were evaluated based upon published criteria including performance, delivery, acceptance of standard terms and conditions, and price. Based upon this evaluation, Anixter, Inc. was ranked the highest and determined to be the best value for the City (Exhibit 1). RECOMMENDATION Approve a contract with Anixter, Inc. for polymer concrete transformer pads in a three (3) not -to -exceed amount of $230,000. PRINCIPAL PLACE OF BUSINESS Anixter, Inc. Corinth, TX ESTIMATED SCHEDULE OF PROJECT City of Denton Page 1 of 2 Printed on 5/19/2017 powered by I._eggl;>karI File #: ID 17-631, Version: 1 This is an initial one (1) year contract with options to extend the contract for two (2) additional one (1) year periods, with all terms and conditions remaining the same. FISCAL INFORMATION The items in this RFP will be funded out of the Distribution Center's working capital account and charged back to the using department. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Organizational Excellence Related Goal: 2.3 Promote superior utility services and facilities EXHIBITS Exhibit 1: Evaluation and Ranking Sheet Exhibit 2: Ordinance Exhibit 3: Contract Respectfully submitted: Ethan Cox, 349-7421 Customer Service Manager For information concerning this acquisition, contact: Karen Smith at 349-8436. City of Denton Page 2 of 2 Printed on 5/19/2017 powered by I._ag;gl;>karI Im, MlJ I 0 5. O O p a p O o 0 Y E w a Ha E O o m z Y v 0 3 n m Lu v^ p m Ln LU O C7 O O p V O O p d O OLn 0 Ln LU a N N Ln0 O O k pp pp k C n w W to V/ 'V� O C7 3 LU y LU -3 O O k pp pp k p O M C Q O ` n W a :1 o u 0 J a 0 O ~ Z O O O a-+ J Q ° 3 U } H H M y a o � N N C 0 w w IL 0 G. O a � � } F O Ln O CL W ZEr N r a v 0 IL *' a>I pN 0INIw olololol� O O O O � ci N ci l0 � 0) c CmC U C � a o t N U N U O .� o o C) Ula— d 1010101,04 EXHIBIT 2 ORDINANCE, NO. 2017 - AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR THE PURCHASE OF ELECTRIC UTILITY TRANSFORMER PADS 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 6403 -AWARDED TO ANIXTER, INC. IN THE THREE (3) YEAR NOT -TO -EXCEED AMOUNT OF $230,000.) WHEREAS, the City has solicited, received, and evaluated competitive sealed proposals for the supply of electric utility transformer pads in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received, 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 6403 Anixter, Inc. $230,000 (the "Proposal") 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 slues contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. Should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby EXHIBIT 2 authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities, and specified sums contained in the Proposal and related documents herein approved and accepted. This will be an initial one (1) year contract with options to extend the contract for two (2) additional one (1) year periods with all terms and conditions remaining the same. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under RFP No. 6403 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 mentioned, and in accordance with the approved Proposal. 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 BY: CHRIS WATTS, MAYOR EXHIBIT 3 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND ANIXTER, INC (CONTRACT 6403) THIS CONTRACT is made and entered into this date , by and between Anixter, Inc., a corporation, whose address is 2800 Quail Rain 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 4 6403- Sully of Electric Utility Transformer Pads, 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 6403 (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 6403 DocuSign Envelope ID: 2B3661CD-D945-4281-BC78-72D5B8B5F687 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: 5�v Na AU ,-.-,EBFBQ74'9a3°74� kTURE Date: 4/24/2017 Scott Price Name: Title: Sales Manager 940-597-3198 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, CITY ATTORNEY pacuSigned. by: BY: 16 rn. 64.O C&2199K2AM439... Contract 6403 TODD HILEMAN CITY MANAGER Date: DocuSign Envelope ID: 2B3661CD-D945-4281-BC78-72D5B8B5F687 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 dentongurchasingLcityofdenton.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 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 precast concrete product manufacturing (PCU3273903273901) or PPI for plastics material and resins mfg (PCU325211325211). 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. Contract 6403 DocuSign Envelope ID: 2B3661CD-D945-4281-BC78-72D5B8B5F687 EXHIBIT 3 Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Supplier must also provide supporting documentation as justification for the request. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of 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: purchasingLcityofdenton.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 $230,000. Pricing shall be per Exhibit E attached. 7. Delivery Lead Time Product or services shall be delivered to the City per the days/weeks noted in Exhibit E after receipt of the order. Contract 6403 DocuSign Envelope ID: 2B3661CD-D945-4281-BC78-72D5B8B5F687 EXHIBIT 3 Exhibit C City of Denton Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of 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 fiully 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, riles, 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 6403 DocuSign Envelope ID: 2B3661CD-D945-4281-BC78-72D5B8B5F687 EXHIBIT 3 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery sinless 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 fiurnished, 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 fiully 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, riles, 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 6403 DocuSign Envelope ID: 2B3661CD-D945-4281-BC78-72D5B8B5F687 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 tinder 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 tinder 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 fiilly with all applicable federal, state, and local health, safety, and environmental laws, ordinances, riles 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 fiurnish a tax exemption certificate upon request. 13. PAYMENT: Contract 6403 DocuSign Envelope ID: 2B3661CD-D945-4281-BC78-72D5B8B5F687 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 fiinds. 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 fiinds 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 fiinds 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 6403 DocuSign Envelope ID: 2B3661CD-D945-4281-BC78-72D5B8B5F687 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 borne by the City unless the audit reveals an overpayment of I% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City's sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor's Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or Contract 6403 DocuSign Envelope ID: 2B3661CD-D945-4281-BC78-72D5B8B5F687 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 fiirther 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 6403 DocuSign Envelope ID: 2B3661CD-D945-4281-BC78-72D5B8B5F687 EXHIBIT 3 deliverables sold the City tinder 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 fiirnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, riles, 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 fiully conforming deliverables, at the City's option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City's rights tinder 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 fiully 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, riles or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City's rights under this section. C. If the Contractor is unable or unwilling to 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 6403 DocuSign Envelope ID: 2B3661CD-D945-4281-BC78-72D5B8B5F687 EXHIBIT 3 reduce the amount of services it may be required to purchase tinder 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 refiinded 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 faith illy 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 lawfiul 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 tip to three (3) years. All rights and remedies tinder the Contract are cumulative and are not exclusive of any other right or remedy provided by law. Contract 6403 DocuSign Envelope ID: 2B3661CD-D945-4281-BC78-72D5B8B5F687 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 fiirther 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 6403 DocuSign Envelope ID: 2B3661CD-D945-4281-BC78-72D5B8B5F687 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 6403 DocuSign Envelope ID: 2B3661CD-D945-4281-BC78-72D5B8B5F687 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 6403 DocuSign Envelope ID: 2B3661CD-D945-4281-BC78-72D5B8B5F687 EXHIBIT 3 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and 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 6403 DocuSign Envelope ID: 2B3661CD-D945-4281-BC78-72D5B8B5F687 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 6403 DocuSign Envelope ID: 2B3661CD-D945-4281-BC78-72D5B8B5F687 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 6403 DocuSign Envelope ID: 2B3661CD-D945-4281-BC78-72D5B8B5F687 EXHIBIT 3 express or implied acceptance of any other existing or fiutLure 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 subj ect matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rile 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 6403 DocuSign Envelope ID: 2B3661CD-D945-4281-BC78-72D5B8B5F687 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 6403 DocuSign Envelope ID: 2B3661CD-D945-4281-BC78-72D5B8B5F687 EXHIBIT 3 creed, color, genetic testing, or national origin, be refiised 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 fiinded 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, phis 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 unmanufactLured 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 6403 DocuSign Envelope ID: 2B3661CD-D945-4281-BC78-72D5B8B5F687 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 fiirther 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 6403 DocuSign Envelope ID: 2B3661CD-D945-4281-BC78-72D5B8B5F687 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 fiitLure. 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 6403 DocuSign Envelope ID: 2B3661CD-D945-4281-BC78-72D5B8B5F687 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 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 : l'itlps://www.ethics.state.tx.us/whatsnew/elf info f6rm1295.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 (c 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 6403 DocuSign Envelope ID: 2B3661CD-D945-4281-BC78-72D5B8B5F687 EXHIBIT 3 Contract 6403 - Exhibit E DocuSign Envelope ID: 2B3661CD-D945-4281-BC78-72D5B8B5F687 ConFAUW1J'xN%it E ANIX, , MOVIE M.1; wwwanixter.com Inside Sales Preston Ray (940) 2701-7254 ELeston .)g-Liixter,corn Inside Sales Manager — rt' and SOLIth Texas Scott Price (940) 270-7243 aLq!!,p y2�e@an4xt,Ltcorn X W co CD CDU C 0 U m M M 4* m N o a _ U - (D O w 2) U) U O 0 EXHIBIT 3 0 ii 0 9 Q — Y p U a O Y U c' y c V) U 0 +• 3 m Z £ +' O N X "0 w d U Q Q z v U o 0 H a � o (n N lD LU �= C D v O ° LL O in �O O z w = 0 0 LL .s V U LU a L Y Q,) a c y U cu � � v a O C: 2- O U 3 Q d LU a) > 3 Lu 3 O o0 H 0 0 U) F- Q Y OO U) L N O 0 � LU > J U � � � z � � J 0 u u z CL 0 °O°° `f) `f) V � N N .m a ? W WLU J O C j o 0 L- CL Z N a V � 3 io E N 0 CL *' EXHIBIT 3 DocuSign Envelope ID: 2B3661CD-D945-4281-BC78-72D5B8B5F687 ConFAMBIXN%it E CiLy of Denton RFP fOr SUPPly of Electric Utility Trans Former Pads ATTACHMENT A -,BUSINESS OVERVIEW QUESTIONNAIRE AND; FORMS l.. Contract Information (for formal contractin6l purposes): Thefillowing, iqlbrMation will be used to write a contract, shoultlyour, rm,beselecledfi,)r aivarel * Firm's Legal Naine: Anixter Inc. * Address,, 2800 Quail Run Dr., Corinth, TX 76208 0 Agent Authorized to sign contract (Narne): David "Scott" Price Agent's eniail address:�g,,Q!qrjc�c 2. Subsidiary of. N/A 3. Organization Class (circle): Partnership (�­&rporad on Individual Association IM11 5. Date Established; locally in 1,953 as Temple, Inc.; Nnixter established in 1957 HistoricallyUnderutili7ed Business:, Yes o(No) 7. Does your orrxa com , pan), have an established physical presence in the State of'Texas, or the City of en Dton? !��r No, in which? Yes; state, es; Corinth, TX and multiple other locations (V_4� 8. Please provide a detailed listing of all products, and/or services that your company provides. Anixter Inc.; L9, a full -line electrical utility distributor. We off the following ser vices ler additionto our vast inventory; autornation err gineeringlay -down yards, j ob-s ite trailers,, consignment yards, kitting turd storin response. f las your conipany filed or been earned in any litigation involvi ng your company and the Owner on a contract within the last five years under your current company name or ,inn other couipany narne? If so provide details of the issues and resolution if available. Include lawsuits where Owner was involved, (Notice-, Failure to disclose this information dwing proposal submission, and later discovered, rnay result in contract termination at the Owner's option.) No RFP 6403 - Main Doctinient Page 12 of 20 DocuSign Envelope ID: 2B3661CD-D945-4281-BC78-72D5B8B5F687 ConFAUW1J'xk1it E City of Denton RFP for Supply of Electric Utility Traitsformer Pads 10. Have you ever defaulted ori or (idled to coniplete a contract under your current company narne or any other company name? If so, where mid why?Give nwnc and teleph(,.)ne number of Owner. No 1, Flave you ever had as contract tenniiiated by the Owmer? If so, where and why? Give name anti telephone number (s) of Owner (s). No 12, Has yow, company implemented an Employee Health and Safety Program compliant with 29 CFR 1910"Gencral Industry Standards" and/or 29 CFR 1926 "General Construction Standards" as they apply to your Company's customary activities'? N/A; safety program and training exceed MUSA standards forn112 )�t, --S' , NDAjq,:��,','jo tLc Z12 t� yL��_�_jA leve+�-'Mv keyvalue,-19126 13. Resideilt/Non- Resident Bidder Determination: Texas, Government Code Section 2252,002: Non-resident biddeis. Texas law prohibits cities, and other governmental whits from awarding contracts to as non-resident firm unless the amount ofsuch as bid is IoNver than the lowest bid by as Texas resident by the muount the Texas, resident would be recluired to underbid in the non-resident bidders' state. In order to make this deteimination, please provide the name, address and phone number of, a. Responding firins principle place of business: 2800 Quail Run Dr., Ste. 100, Corinth, TX 76208 bi. Cornpany's majority owner principle place of business: Anixter, Glenview, IL c, Ultimate ParentCompany's, principle place of business: 2301 Patriot Blvd., Glenview, IL 60026 RF 11 6403 - Maiii Docurnem Page 13 of 20 DocuSign Envelope ID: 2B3661CD-D945-4281-BC78-72D5B8B5F687 ConFAM911klit E City of'Dentori RFP for S upply of Electric Utility Trans Rvnier Pads 14. Provide details to support the evaluation criteria, including exnerience and delive, 2flam Anixter Inc., is committed to meeting delivery requirements as outlined in our quotation. We have over 60 years of experience handling anything from blanket agreements to full -line integrated supply arrangements. We maintain over $50 million worth of inventory in the State of Texas to meet the needs of our customers. Because of our inventory position, we are the preferred distributor of may organizations for emergency outage response. We always strive to exceed expectations of our customers. 15, Provide details on how firm meets the minimurn gualifications stated in this hairs document Section 3. aThe details must be completed on this forin, and shall not point to another document in the respondent's proposal, K Sign below and return form with final subinission. 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 Supply AgrecMgufiv, Cosery Electric (since 1990, Sharyland Utilities (since 1996), Tri -County Electric, Lamar t.lectric, and Oncor Blankets: CPS San Antonio, Lubbock Power & Light, City of San Augustine and City of Brownfield. I certify that our firm ineets the minimuni qualifications as stated in this Main document, Section 3, Aw�... Company Date RFP 6,403 - Maii!i Doctiment Page 14 of 20 DocuSign Envelope ID: 2B3661CD-D945-4281-BC78-72D5B8B5F687 ConFAMBIXAit E Cilty of Deiitoti RFP for Supply of Electric Utifity'rransforincr Pads Any exceptions or clarifications taken to this solicitation (including terms and conditions in Exhibit 2, the General Provisions and Terms and Conditions) must be itemized on the lines below. Additional pages may be added as needed. If there are no exceptions or clarifications, please sign where indicated at the bottorn of tile page. Item # Description 1.) Insurance: Anixter prefers to take on the responsibility of notifying its customers in tile event there is a material change or cancellation to required insurance coverages. Ifthe City requires that the notice come from out- broker, we will need to get approval for an endorsement to our policies for specific notice to the, City. 2,.) Insurance; we generally do not permit customers to review our policies and endorsements, but we would be willing to have as discussion with you about your coverage as it relates to this RFP'aural the resulting agreement. 3.) Notwithstanding anything to the contrary contained herein, in no event aril! Contractor be liable for liquidated damages in excess of two percent (2%) of the contract price. The above exceptions said clarifications and any additional pages identified) are the ONLY exceptionalclarifications 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 'prodjaced after final submission of this proposal, Signature Cortipany at RFI' 6,403 - Main Doctinient Page 15 of 20 DocuSign Envelope ID: 2B3661CD-D945-4281-BC78-72D5B8B5F687 ConFAUMIlklit E Cit.), ofDenton RFP for Supply of Electric Utility Transfbruner Pa: s. No Exceptions are taken to this solicitation or the General Provisions and Terms and Conditions in Exhibit 2. 'Ile Signature -7 Company Date RFP 6401 - Main Document Page 16 of 20 DocuSign Envelope ID: 2B3661CD-D945-4281-BC78-72D5B8B5F687 ConFAUMIlklit E City of Denton RFP for Supply of Electric utility 'mast"ormer Pads *10444*1XV,41 011t, Please list three (3) Government reEereticcs, other than the City of Denton, who can ved y, the quality ofservice your company provides. The City prefers customers of similar size an,d scope t'work to this solicitation, DEFERENCE ONE GOVE.RNMENT/COMPANYNAME: .J t"eke CONTACT PERSON AND -i"'rrLE: TELEPI [ONE NUMBER: - SC OP OF WORK:. { .�P-CSVQ- REFERENCE TWO GOVERNMENT/COMPANY NAME, LOCATION: L NtLce -v- '171" CON' AC PERSO ANEW f'f"t E: M.. . m ' C S C0 P E 0 F W 0 R K: CONTRACT PERIOD: REFERENCE T14REE GOVERN ME, `1I MPAN ' E: (- C E.,L) . LOCATION: r -L—L' J� Ll CONTACT PERSON ANDTITLE:, SCOPE OF WORK: P'P 6403 - Main Document Page 18 of 20 DocuSign Envelope ID: 2B3661CD-D945-4281-BC78-72D5B8B5F687 ConFAMBIlklit E City of Denton RFP for Supply of Electric Utility Trans,former Pads 11-111-11 ............ . .... .. ICON `T OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person.doing business 'with local This questionnialre reflects changes made to the law lay K% 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who fias to 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 miust be filed with the records administrator of the local govertiment entity not later than the 7th business clay after the date the vendor becomes aNvare of facts that require the statement to be filed. d5ee Section 176.006(11-1), Local Govemimnt Code, A vend -or coninifts an ofrense if the vendor knowingly violates Section 176.00 , Local Government Code. An offense under this section is as misdemeanor, Cbock this has if you are filing an update too previously filed questionnaire. (The law requires, that you rile kin olidated compIcted questionnaire with theappropriate filing authority not later than the 711 business clay after the da!2 on which you became aware that the ori�inallX filed, tiestionnaire vvas inconinlete or inaccurate. Name of local government ofter about whoni tire intbritiation in this section Is being disclosed, Narne of ffiver This section, (ftern 3 including subparts A, 13, C & 1)), niust be completed for cacti officer with whom the vendor has air ernp](Iment or other business re bitionslup as defined by Section 176.00 t(, I -a), Local Govo-nniorit Code. Attach additional pages to this Porm CI Q as nece .sway. A. Is the local goveriurrent %ifficer narned in this section, receivhig or likely to receive taxable income, otherthan investment. incorne, from dic vendor? = Yes = No B. Is the vendor receiving or likely to weei ve uaxablc incoine, other thmi invesu'rient income, mora, or at the direction of aic, locai govemineirt officer, named in this section Al D the taxable incorne is not received ftom dic I ocal governmental entity? = Yes = No C", Is the filer of this quest ionnai re employed by a corporation or other business entity whir respect to whicir die local government officer Sorves as an officer or director, or holds an ownership of one percent or more? f--1 Yes " No DMscribe each cmpoyrncnt or business and fanuly r0ationsHp with the local goveninient officer named in diis section. --- — ------ I haver no Conflict of Interest to ft"i '�Iose. Signature of vendor doing business with the governmental emity Date RH 6403 - Main Document Page 19 of 20 DocuSign Envelope ID: 2B3661CD-D945-4281-BC78-72D5B8B5F687 ConFAMBIlklit E City of Denton RFP for Supply of Electric Utility Transformer Pads F The undersigned agrees this submission becornes the property of the City of Denton after the official opening. he undersigned affirms he has familiarized himself with the specification,, drawings, exhibits mid other documents; the local conditions under which the work is to be performed; satistied 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 as response. The undersigned agrees, if this submission is accepted, to ftirnish any and all items/services upon which prices are offered, at the price(s) and upon the terms and conditions contained in the specification. The period for acceptance of this submission will be 120 ca)endar days unless a different period is noted. The undersigned affirms that they are duty authori7ed 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 onployee of the City of Denton prior to the acceptance of' this submission, Respondent hereby assigns to the City any and al,l claims for overcharges associated with this contract which arise under the antitrust laws of the United States, 15 USCA Section I et §gq., and, which arise tinder the antitrust laws of the State of Teras, Tex. Bu.s. & Com. Code, Section 15,0 1, ct-ge—Cq. The undersigned affirnis that they have read and do, understand the specifications, all exhibits and attachments contained in this solicitation pack -age. The undersigned agrees that the solicitation package posted on the website are the official specifications and shall riot alter the electronic copy of specifications and/or pricing sheet (Exhibit 1), without clearly identifying changes, Tfic undersigned understands they will be responsible for monitoring the City of Denton Purchasitig Website at: cit yqid�m.l �Prw ]21 to ensure they have, downloaded and signed all addendulli(s) _�LIL ! qm�bldn-.s -� required for submission with their response. I certify that I have made no willful misrepresentations fn this submission, nor have I withheld information in my statements and answers to questions. 1. area aware that the information given by me in this submission will be investigated, with my full permission, and that any misrepresentations or otnissions may cause in), submission to be rejected. Acknowledge receipt of following addenda to the solicitation: Addendum No I DatedReceived Addendum No 2 Dated Received Addendum No 3 Dated Received NAME AND ADDRESS OF COMPANY- f - 7 a Tel. No.'I.-7c"- Email. AU'TH,OR'Izt nPRES ATIVE. Sianature Dat Narne ritle Fax No, RFP 6403 - Main Document Page 20 of 20 DocuSign Envelope ID: 2B3661CD-D945-4281-BC78-72D5B8B5F687 ConFAUWIJ'x4)it E RFP 6403 - EXH Brr 4 22"�x 42"' x 3" 1 7,5" x,21 A6001601 21 A60 0 16011 8, 24" x 54" x 3" 1 8" x 29"' A6001527 24 -A 54" x 3' 1 8" x 29' ............ A60015279 42" x 38' x 3.25" 1 22 x 241 42" x 42" x 3,25" 1 12"-x 24.5" 42' x 42" x 3.25 'X 1 12" K 24,6" A6001879G 42 42" x 325�'_ 27 " A6001879-1227 42," x 42" x 3.25" 14 43" x 4 3" x 4 1 11 x Ul" A6001VO 43"" x 43' x 6"' 0 6" AG 000 383 45"' x 41" x 125° V 16"1 x 28" A,600'1874 48" x42"' x 1511 1 12"' x 26" 0016311 8 x 46 x 3.25 1 18.5" x26,5" A6001998 48" K 4B` x 3.25' 14.2,5" x 30 5"ABO-01073 , 2 �­ T 121 2 -x 1 ' 4 ­ A60 01 G5,fl x 48" x 54'x 4" x 2�8- A60015638 48" x 60" x 3, x 38" A6001920 Ill 12" x 26" A6001965 50" X 610" X 4" 1 A6001839G 50" x 50" x 4x 26 i-l­`x-4�F-TiS- 1_ i_16"T2 52' x 50" x 4"1 13"" x,28"" A6001838 54" x 48" x 4'1 1 x A6001986 56" x 44' x 4 x 26' A6001651 60" x 42" K 3" 1 1 9',X25,W, A6001529 60" x 16,15, x 3" 1 10" x 30" A6001532 60" x 72" x 4" 18"' X 42" A6001966 64" x 64' x 4" It- 6, x 50" 2X A6001464 66' x 96" x 4" 1 -1�7V7 —X6F. ---M-0-6-1561 66" x 58' x 3.5' 11 66�" x 72" x 4"' lul 18" x 38" A6001496 72" x 48" x 4" x9 4 x 4 18, x 50' A60014917 74" x'74" x 4" 11 13" x 58.25' A6001469 74" x 76" x 4" ll, 6" x 62" A6001964 80 x 40" x 15" 1 34,5" x 28.5" A6001B82 111 21, x 65l, 2x A6001562 84" x 60" x 4"1 18'°x 85" .,A6001663 84" x 96" x 4" 126"' x 72" A6001559 x 96" x 4" 1 1 96" x 60" 1 A15001560 88" x 80" x 4' _L -k-12 " BW x W x 4" 1 5" x 21 A6001664 108" x 72" x 4" yi 5411 x PADS INCLUDE.- Unistruts & Spring Nuts gg,f,.. ..... . . .. . . gj , "'k ga org " Polymer Concrete Box Pad' with Mon Skid Surface — unistrut TYPE 11 Dual Window -`B° bp Bottom TYPE 111 Dual Window -Side By Side ME DocuSign Envelope ID: 2B3661CD-D945-4281-BC78-72D5B8B5F687 ConFAUWIJxN%it E RFP 6493 _ EXHIB'I'T 4 DocuSign Envelope ID: 2B3661CD-D945-4281-BC78-72D5B8B5F687 ConFAUW1JxN%it E ARMORCAST PRODUCTS COMPANY 13230 Saticoy Street North Hollywood, California 91605 Telephone: (818) 982-3600 Fax #: (818) 982-7742 April 10, 2017 Subject: Authorized Distributor Notification To Whom It May Concern, This letter certifies that the following distributor is authorized to stock and sell Armorcast Products Company: Anixter Inc. 2800 Quail Run Drive, Suite 100 Corinth, TX 76208 Please contact me with any questions. Thank you. Sincerely, Bill Manion Regional Sales Manager Armorcast Products Company 818-982-3600 CONSTRUCTION PRODUCTS V DESIGN • DEVELOPMENT • PRODUCTION - 1 - Certificate Of Completion Envelope Id: 2B3661CDD9454281BC7872D5B8B5F687 Subject: City Council Docusign Item - 6403 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 4/23/2017 1:47:47 PM Signer Events Karen E. Smith karen.smith@cityofdenton.com Interim 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: 4/24/2017 9:06:04 AM ID:f33916ad-36b5-4279-8d6b-9b0584ebd896 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 = Using IP Address: 129.120.6.150 rrwwsMa$a by,��P 0FB07470D307455... Using IP Address: 149.128.8.245 o��qro4�a ��: E �a PNC�2�A±439 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: 4/23/2017 1:51:05 PM Viewed: 4/23/2017 1:51:24 PM Signed: 4/23/2017 1:51:52 PM Sent: 4/23/2017 1:51:58 PM Viewed: 4/24/2017 9:06:04 AM Signed: 4/24/2017 9:07:08 AM Sent: 4/24/2017 9:07:15 AM Viewed: 4/24/2017 11:37:17 AM Signed: 4/24/2017 11:38:18 AM Sent: 4/24/2017 11:38:23 AM Viewed: 4/24/2017 12:09:07 PM EXHIBIT 3 Signer Events Signature Timestamp Todd Hileman todd.hileman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 2/8/2017 6:52:51 PM ID:8154723a-9757-4d53-a4b5-794656233671 Jennifer Walters jennifer.walters@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: in ❑erson Signer Events Signature Timestamp Editor ❑eliver❑ Events Status Timestamp ❑gent ❑eliver❑ Events Status Timestamp rntermediar❑ ❑eliver❑ Events Status Timestamp Certified ❑eliver❑ Events Status Timestamp Caron Cop[] Events Status Timestamp Julia Winkley Sent: 4/24/2017 9:07:14 AM julia.winkley@cityofdenton.com COPIED 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 COPIED 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 Sent: 4/24/2017 9:07:14 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: Jerry Fielder jerry.fielder@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 2/5/2016 1:15:30 PM ID:1ee88d26-Oc44-4544-bc5a-32b01096789c ❑otar❑ Events Timestamp Envelope Summar❑Events Status Timestamps Envelope Sent Hashed/Encrypted 4/24/2017 11:38:23 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, Jerry Fielder EXHIBIT 3 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per -page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. 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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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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 DEWON File #: ID 17-638, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: May 23, 2017 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, authorizing the approval of a Sixth Amendment to a contract with Oriental Building Services, Inc., for the supply of janitorial services, along with Amendments 1-5, which was originally approved on November 19, 2013, in the amount of $1,743,714, in order to extend the term of the contract to September 30, 2017 and provide an additional expenditure of funds for that purpose, pursuant to the change order provisions of the Tex. Loc. Gov't Code Sec. 252.048; and providing an effective date. (RFP 5317 -providing for an additional expenditure amount of $250,000, for a total contract award of $1,993,714). BACKGROUND RFP 5317 was originally awarded by Council on November 19, 2013 as a three (3) year contract, with two options to extend, in the estimated amount of $1,743,714 (Exhibit 1). This contract is for the supply of janitorial services to City of Denton facilities. The current contract expired on December 31, 2016, but has been extended through May 19, 2017. In March 2016, the Materials Management Department issued RFP 6074 for a new contract for the supply of janitorial services in order to have a new janitorial services contract in place before the expiration of contract 5317. The solicitation was emailed to 234 suppliers and placed on the website for download. Staff contacted numerous local sources to ensure receipt of the RFP. Fifteen (15) responses were received. The proposed pricing was higher than the current vendor, and over the budget. A new RFP will be drafted modifying the scope and the method of measurement, which will align more closely with industry standards. This Sixth Amendment will extend the current contract through September 30, 2017 and will add $250,000 to the total contract value. This will provide the time necessary to issue a new Request for Proposal, evaluate vendor proposals, and award a new contract. Contract Amendments One thru Five were initiated to add changes to the scope of work such as removing or adding facilities as the City's needs have changed. These change order amounts were all within the Purchasing department's approval authority of less than $50,000. RECOMMENDATION Approve the Sixth Amendment to Contract 45713 with Oriental Building Services, Inc, in the amount of City of Denton Page 1 of 2 Printed on 5/19/2017 powered by I-eg;gl;>karI File #: ID 17-638, Version: 1 $250,000, for a total contract award of $ 1,993,714. PRINCIPAL PLACE OF BUSINESS Oriental Building Services, Inc. Dallas, TX ESTIMATED SCHEDULE OF PROJECT Amendment Six will extend the contract through September 30, 2017 with all terms and conditions remaining the same. FISCAL INFORMATION These services will be funded from various operating accounts based upon each building's usage. 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: Original Contract Exhibit 2: Ordinance Exhibit 3: Sixth Amendment Respectfully submitted: Ethan Cox, 349-7421 Customer Service Manager For information concerning this acquisition, contact: Dean Hartley at 349-8243. City of Denton Page 2 of 2 Printed on 5/19/2017 powered by I._ag;gl;>karI EXHIBIT 1 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND ORIENTAL BUILDING SERVICES, INC. (RFP 5317) '['HIS CONTRACTis made quid entered into this "i- (Jay of, mt A.D., 20)S by and between Oriental Building Services, Inc. a corporation, whose address is 2526 Manana Drive, Suite 208, Dallas, Texas 75220, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: Contractor shall provide products and or services in accordance with the Contractor's proposal in response thereto, a copy of which is attached hereto and incorporated herein for all purposes as Exhibit "E". The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) City of Denton Standard Terms and Conditions (Exhibit "A"); (b) Special Terms and Conditions (Exhibit "B"); (c) Insurance Requirements (Exhibit "C"); (d) Form CIQ — Conflict of Interest Questionnaire (Exhibit "D"); (e) Contractor's Proposal. (Exhibit "E"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." RFP 45217 Page 1 of 29 EXHIBIT 1 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY CONTRACTOR BY: AUTHORIZED SIGNA0[ JRE � Date: November 7. 2013 Name: Steve Gye Title: Presicient 4FG-59q-nnn l PHONE NUMBER nhcrn )mcn mm EMAIL ADDRESS CITY OF DENTON, TEXAS W BY:� ..� GEORGE C. CAMPBELL, CITY MANAGER RFP #5217 Page 2 of 29 EXHIBIT 1 Fxhihit A Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City's solicitation are applicable to Contracts/Purchase Orders issued by the City hereinafter referred to as the City or Buyer and the Seller herein after referred to as the Bidder, Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City's Procurement Department and the Supplier. No Terms and Conditions contained in the Sellers Solicitation Response, Invoice or Statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the Contract/Purchase Order these written provisions will take precedence. By submitting an Offer in response to the Solicitation, the Contractor agrees that the Contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. 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. 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. RFP 45217 Page 3 of 29 EXHIBIT 1 4. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of. i. delivery of defective or non -conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City's agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor's obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded Contractor who is in arrears to the City for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 5. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. 6. FINAL PAYMENT AND CLOSE-OUT: RFP 45217 Page 4 of 29 EXHIBIT 1 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. 7. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City's sole discretion, grounds for termination 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. 8. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor's Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. 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: RFP 45217 Page 5 of 29 EXHIBIT 1 i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 9. WARRANTY -PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other Contractor or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 10. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery RFP 45217 Page 6 of 29 EXHIBIT 1 of the breach warranty, but failure to give timely notice shall not impair the City's rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 11. ACCEPTANCE OF INCOMPLETE OR NON -CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City's evaluation of and determination to accept such defective or non -conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non -conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 12. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party's intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 13. STOP WORK NOTICE: The City may issue an immediate Stop 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. 14. 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. 15. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City's reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor's default, including, without limitation, cost of cover, reasonable attorneys' fees, court costs, and prejudgment and post judgment interest at the maximum lawful rate. Additionally, in the event of a default by the RFP 45217 Page 7 of 29 EXHIBIT 1 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. 16. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days' prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further 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. 17. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 18. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the 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. 19. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/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 RFP 45217 Page 8 of 29 EXHIBIT 1 breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 20. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in EXHIBIT C The successful Contractor shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City. 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 RFP 45217 Page 9 of 29 EXHIBIT 1 Denton, Texas 76209 vii. The "other" insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days' written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract. 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. 21. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse 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. 22. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or RFP 45217 Page 10 of 29 EXHIBIT 1 Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 23. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 24. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; 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. 25. 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 RFP 45217 Page 11 of 29 EXHIBIT 1 Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 26. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable 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. 27. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 28. ADVERTISING: The Contractor shall not advertise or publish, without the City's prior consent, the fact that the City has entered into the Contract, except to the extent required by law. RFP 45217 Page 12 of 29 EXHIBIT 1 29. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 30. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 31. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed 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 (Exhibit D). 32. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City, Texas for the purposes of income 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, Texas, or his designee under this agreement. 33. ASSIGNMENT -DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. RFP 45217 Page 13 of 29 EXHIBIT 1 34. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 35. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 36. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 37. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision- making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. 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. RFP 45217 Page 14 of 29 EXHIBIT 1 38. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 39. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 40. HOLIDAYS: The following holidays are observed by the City: New Year's Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (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 5:00 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. 41. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 42. NON -SUSPENSION OR DEBARMENT CERTIFICATION: The City is prohibited from contracting with 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 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 RFP 45217 Page 15 of 29 EXHIBIT 1 Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non -Procurement Programs, the State of Texas, or the City. 43. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 44. BUY AMERICAN ACT -SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable, in addition to the specific federally funded requirements. A. Definitions. As used in this paragraph i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means - (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". RFP 45217 Page 16 of 29 EXHIBIT 1 45. RIGHT TO INFORMATION: The City reserves the right to use any and all information presented in any response to this solicitation, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 46. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 47. PREVAILING WAGE RATES: All respondents will be required to comply with Provision 5159a of "Vernon's Annotated Civil Statutes" of the State of Texas with respect to the payment of prevailing wage rates and prohibiting discrimination in the employment practices. htlp://www.access.gpo.gov/davisbacon/tx.html 48. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 49. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Form W -2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Worker's Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City 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 and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 50. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug -Free 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. 51. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City Procurement Manager in writing of any such damage within one (1) calendar day. RFP 45217 Page 17 of 29 EXHIBIT 1 52. FORCE MAJEURE: The City, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non- performance or delay in performance. 53. NON -WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party's exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 54. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of any immunities from suit or from liability that the City may have by operation of law. 55. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. RFP 45217 Page 18 of 29 EXHIBIT 1 Exhibit B Special Terms and Conditions Total Contract Amount The contact total for services shall not exceed $581,238 per one-year term. Pricing shall be per Exhibit E attached. Contract Terms The contract term will be one (1) year, effective from date of award or notice to proceed as determined by the City of Denton Purchasing Department. At the City of Denton's option and approval by the vendor, the contract may be renewed for an additional two (2) one-year periods, as further explained in Renewal Options. Renewal Options 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. Price Adjustments Prices per Exhibit E must be firm for a period of one year from date of contract award. Any request for price adjustment must be accompanied with a detailed itemized cost breakdown including cost of labor, cost of materials, overhead costs, general administrative costs, and profit margin. The itemized costs shall be supported with documentation showing reasonable validation for the price adjustment requested. The price will be increased or decreased based upon the annual percentage change in the documentation. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. Should the percentage change exceed a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the change not to exceed the 8% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 90 calendar days after a determination has been issued. Pre -price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. The request can be sent by e-mail to: purchasing@cityofdenton.com RFP #5217 Page 19 of 29 Or mail to: City of Denton Attn: Purchasing Manager RFP 4 5317 901B Texas Street Denton, Texas 76209 EXHIBIT 1 Or call: City of Denton Purchasing (940) 349-7100 The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. Hours The cleaning hours per week indicated on the Pricing Sheet 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 unit prices. Individual purchase orders will be issued on an as needed basis. Product Changes The Contractor 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 purchasing@cityofdenton.com, with the RFP number in the subject line, for review. Products found to have changed specifications without notification, and acceptance, will be returned at the Contractor's expense. Products that have been installed will be replaced at the Contractor's expense. Contractor Standards of Performance Monthly Time Standards - Contractors shall fully understand that the City relies on the product or service of the contract to provide vital municipal services, and the availability and reliability of the equipment is of the essence. With this in mind, the Contractor shall meet the following performance standards at all times. Labor disputes, strikes, and other events, except those beyond the Contractor's control such as acts of God, shall not relieve the Contractor from meeting these standards. For service category, the Contractor must ensure the given level of service is achieved, within the designated number of working hours. Contractor shall deliver goods or services within specified delivery times for 95% of all orders. Performance Liquidated Damages The Contractor shall incur contractual payment losses, as initiated by the City for performance that falls short of specified performance standards as outlined below: The Contractor shall be assessed a rate of $50 per hour and shall be deducted from the monthly payment if an outside janitorial vendor has to be called in to perform work not completed by the Contractor. A deduction of twice the amount of the daily cost as determined by the negotiated pricing shall be made for each day in the event of an absence of the RFP 45217 Page 20 of 29 EXHIBIT 1 Contractor's crew. These penalties will be deducted from the monthly billing. In the case of non-performance, the Contractor will be given written notice of the areas needing attention. The Contractor will have twenty four (24) hours from the time the notice is delivered to perform to specifications. If the Contractor does not comply to specifications within the designated time, the contract may be terminated. A trip fee of $50.00 will be charged for each time a Facilities Technician is called out due to janitorial staff setting off the security alarms. The Contractor shall be assessed a two (2%) percent profit fee each month when any two (2) or more performance standards outlined above are not met in full. At the end of each month, the City will review the monthly reports and determine the percentage of penalty to be assessed to the Contractor's monthly profit margin. RFP 45217 Page 21 of 29 EXHIBIT 1 Exhibit C INSURANCE REQUIREMENTS AND WORKERS' COMPENSENTATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall 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- VII or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: ■ Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. ■ That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. RFP 45217 Page 22 of 29 EXHIBIT 1 Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. • Broad form contractual liability (preferably by endorsement) covering this RFP 45217 Page 23 of 29 EXHIBIT 1 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 Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. RFP 45217 Page 24 of 29 EXHIBIT 1 [ ] 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 45217 Page 25 of 29 EXHIBIT 1 ATTACHMENT 1 [X] Workers' Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate") -A copy of a certificate of insurance, a certificate of authority to self -insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner - operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, RFP 45217 Page 26 of 29 EXHIBIT 1 and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on RFP 45217 Page 27 of 29 EXHIBIT 1 the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self -Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor's failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. RFP 45217 Page 28 of 29 Exhibit C cc►" CERTIFICATE OF 'ITWOTY INSURANCE DATE (MM/DD/V 11 /08/20133 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 policy(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 Phone: 972-671-9105 Fax 972-671-9804 GRAYHAWK INSURANCE & RISK MANAGEMENT 1740 NORTH COLLINS, SUITE 200 CONTACT GRAYHAWK INSURANCE & RISK MANAGEMENT NAME: A/CC No Ext: 972-671-9105 A/c No 972-671-9804 E-MAIL RICHARDSON TX 75080 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # 00057686-0 05/08/13 INSURER JAMES RIVER INSURANCE COMPANY INSURED ORIENTAL BUILDING SERVICES, INC. INSURER B : PROGRESSIVE COUNTY MUTUAL INSURER TEXAS MUTUAL INSURANCE COMPANY 2526 MANANA DRIVE #208 DALLAS, TX 75220 INSURER D: RSUI INSURER E MERCHANTS INSURER F DAMAGERENTED COVERAGES CERTIFICATE NUMBER: 68289 REVISION NUMBER: 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. INSR LTR TYPE OF INSURANCE ADD'L INSR SUER WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS A GENERAL LIABILITY 00057686-0 05/08/13 05/08/14 EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGERENTED $ 50,000 PREMISESS (Ea occu rence) CLA MS -MADE IX] OCCUR MED. EXP (Any one person) $ EXCLUDED PERSONAL & ADV NJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000 POLICYFX] PROECT LOC J $ B AUTOMOBILE LIABILITY 02196982-0 05/08/13 05/08/14 COBINED SINGLE LIMIT $ 1,000,000 (EaMaccident) ANY AUTO BOD LY INJURY (Per person) $ ALL OWNEDSCHEDULED X AUTOS BOD LY INJURY (Per accident) $ AUTOS X HIRED AUTOS )( NON -OWNED PROPERTY DAMAGE $ AUTOS (per accident) A X UMBRELLA LIAB OCCUR 00057688-0 05/08/13 05/08/14 EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS -MADE AGGREGATE $ 5,000,000 DED X RETENTION $ 10,000 $ C WORKERS COMPENSATION TSF0001249418 03/10/13 03/10/14 TU- X � WCTORYTLIMITS OETR $ AND EMPLOYERS' LIABILITY E L. EACH ACCIDENT $ 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N OFFICER/MEMBER EXCLUDED? [N] N/A E L. DISEASE -EA EMPLOYEE $ 1,000,000 (Mandatory in NH) If DESCRIPTION OF DESCRIPTION OF OPERATIONS below E L. DISEASE -POLICY LIMIT $ 1,000,000 D EXCESS UMBRELLA NHA232955 05/08/13 05/08/14 $5,000,000 LIMIT $10,000 RETENTION E JANITORIAL THEFT GUARD BOND 2581 02/15/13 02/15/14 $100,000 LIMIT DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) CERTIFICATE HOLDER IS PROVIDED ADDITIONAL INSURED STATUS ON THE GENERAL LIABILITY POLICY BY A BLANKET AUTOMATIC ADDITIONA INSURED PROVISION THAT PROVIDES ADDITIONAL INSURED STATUS AND ARE PROVIDED A WAIVER OF SUBROGATION FOR GENERAL LIABILI AND WORKERS COMPENSATION PER THE BLANKET WAIVER OF SUBROGATION ENDORSEMENTS ATTACHED TO THE POLICIES ONLY WHEN THE IS A WRITTEN CONTRACT BETWEEN THE NAMED INSURED AND THE CERTIFICATE HOLDER. CERTIFICATE HOLDER IS NAMED AS ADDITIONAL INSURED AND WAIVER OF SUBROGATION ON THE AUTO POLICY. CERTIFICATE HOLDER CANCELLATION ACORD 25 (2010/05) © 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE CITY OF DENTON THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN RFP #5317 ACCORDANCE WITH THE POLICY PROVISIONS. 9018 TEXAS STREET AUTHORIZED REPRESENTATIVE DENTON, TX 76209. Attention: Robert Dreiling ACORD 25 (2010/05) © 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD EXHIBIT 1 Exhibit D CONFLICT OF INTEREST QUESTIONNAIRE FORM CLQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a person who has a business relationship as defined by Section 176.001(1-a) with a local governmental Date Received entity and the person meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. 1 Name of person who has a business relationship with local governmental entity. 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 7th business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) 3 Name of local government officer with whom filer has an employment or business relationship. Steve Gye Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the filer of the questionnaire? 0 0 Yes No B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? 0 Yes ® 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 10 percent or more? 0 0 Yes No D. Describe each affiliation or business relationship. 4 AL'2�- November 7, 2013 Signature of pers6Kdoing busin ss with the governmental Date entity RFP 45217 Page 29 of 29 o�O?O O'.o'.O o, opo or'orO J w O,O 00 Oro '' Of Oso �O:O 0t t Q Lri 6 u1 O;O Ms OIO;O O O°O 00 X 00 n( u11N ' 00,U -);w O y -iO H�i ; -;t r- i a - oO I H� N G } I k } ..... ...... . . .. .. " .o ......... .� , a ,0.. O O O � O w O 00 00 O o c-1 O O 1� O :' O O ` X W M u O: O N i O' O I� a Lri i �1 C5 Lri O U �aN N CF M N;M Z W O a ri I 410- J 0 Ln .............. 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C,� = r O -i3j b3i 0 m > CL 0 —cu 0 1 Z a,3 O —M U;� o LUM ai rn � w -* � P UJ 3: 0 LA 4' C 0 u V) LO CD LO lll� 9 " C:> - - , 'T - 0-0 0,0 C: E E 0 U 0 aj on U > (v c 0 E =3 co 0 -IOU Z ai 11 LL u 11 or Fn UJ LL Z 0 iolo oioio qiq.q q'oro oioio 0�016 1.00 0 0�010 (y) o m Ln 00 ze 0�0�0 0;010 01010 0zo4o 0 00 o U) N Ln 0 (N N Ln N 0iO I ...... 0�0 ' ......... o ..... ............ O`.0 o 0x0 r -I r -I r -I r -i -i I r4 zz zizl zi -z z co! 4� c cr 0 aji cu� Ln 1, 41 a) 4-J 'AE m cz) (u UJ N: 'r, N CL o 0 0 ru Wcn� � (A: fu i V) = V (U g co (n,t -�, cu Z3, ui CL Yn L ru U. U CL u In fu a) D- r- c cj�, CL a) S LL . C,� = r O -i3j b3i 0 m > CL 0 —cu w U� Z a,3 O —M U;� o 0 ai °aj CL a� ai CL UJ Co i m m 3 Co m m 4A CL u a- 4� E iH 3: 0 LA 4' C 0 u V) LO CD LO lll� 9 " C:> - - , 'T - 0-0 0,0 C: E E 0 U 0 aj on U > (v c 0 E =3 co 0 -IOU Z ai 11 LL u 11 or Fn UJ LL Z PRESENTED TO Cindy Alonzo CPPB, CTL, A.P.P Buyer 01A PRESENTED BY Nixon Shum ORIENTAL BUILDING SERVICES .a Test 27, 2013 EXHIBIT 1 RFP #5317 — Addendum #1 NO OTHER CHANGES AT THIS TIME. This form should be signed and returned with your proposal. Name: N xqnB urn Signature: Company: Oriental Building Services, Inc. Title: Vice President Date: August 26, 2013 Page 8 EXHIBIT 1 RFP #5317 — Addendum #2 ADDENDUM #2 Addendum #2 to be returned with Proposal The following changes were made to Exhibit 1 - Pricing Sheet: • Hourly price column has been added along with a footnote of the costs that should be included in this rate. • Formulas were corrected or added. • The hourly price and monthly price columns are available for data input. Please replace the original and Addendum #1's pricing sheets with this sheet. The attached pricing sheet shall be submitted with your proposal. NO OTHER CHANGES AT THIS TIME. This form should be signed and returned with your proposal. Name: Nixon $7um Signature: Company: Oriental Building Services, Inc. Title: Vice President Date: August 26, 2013 EXHIBIT 1 The City of Denton Purchasing Department 901-B Texas Street Denton, Texas 76209 REQUEST FOR PROPOSALS RFP 5317 JANITORIAL SERVICES FOR CITY OF DENTON BUILDINGS NIGP CLASS and ITEM 910 39 Issue Date: August 6t', 2013 Response due Date and Time (Central Time): Tuesday, August 27,2013,2:00 p.m. EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES SOLICITATION CHECKLIST Checklist for RFP #5317 Title: JANITORIAL SERVICES FOR CITY OF DENTON BUILDINGS Opening Date: 8/27/2013 at 2:00 PM Contractor Name and Address: Oriental Building Services, Inc. - 2526 Manana Dr., # 208, Dallas, TX 75220 Contact: Nixon Shum TX Taxp7er VIN#: 20-5158539 Phone 469-522-00 Fax: 469-522-0003 Email: nshum@obsusa.net 1. Submit one (1) original and three (3) WRITTEN copies of submittal (REQUIRED) Yes a. Submit Written Proposal by courier, hand delivery, or mail to Purchasing Yes b. Exhibit 1 -Excel Pricing Sheet, Review, complete, and return Yes 2. Email Exhibit 1 in Excel format to ebidsCcDcityofdenton.com 3. Submittal Content (Meet Section III) • Review all requirements Yes • Ensure your firm meets all stated minimum requirements Yes • Documentation included to support the evaluation criteria. Yes • Company Information Yes • Relevant Experience and Qualifications Yes • Methodology (Service Contracts Only) • Quality Assurance / Quality Control Yes • Litigation History Statement N/A • Addendum(s) Reviewed and return Yes • Attachment A, Review Yes • Attachment B, Not Applicable • Attachment C, Review, complete, and return Yes • Attachment D, Review, complete, and return Yes • Attachment E, Review, complete, and return Yes • Attachment F, Review, complete, and return Yes • Attachment G, Review, complete, and return Yes • Attachment H, Review, complete, and return Yes • Attachment I, Review Yes • Attachment J, Review, complete, and return Yes PAGE 2 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES TABLE OF CONTENTS Section I General Section II Procurement Process and Procedures Section III Submittal Requirements Section IV Evaluation and Award Section V Payment and Performance Requirements Section VI Standard Terms and Conditions Attachment A Insurance and Workers' Compensation Requirements Attachment B Not Applicable Attachment C Business Overview Questionnaire Forms Attachment D Exception Form Attachment E Safety Record Questionnaire Attachment F References Attachment G Conflict of Interest Form Attachment H Disadvantaged Business Utilization Attachment I Sample Contract Documents Attachment J Acknowledgment Exhibit 1 Pricing Sheet Exhibit 2 Scope of Work and Specifications Exhibit 3 City of Denton Building Information PAGE 3 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES Section I General 17. INTRODUCTION In accordance with the provisions of Texas Local Government Code, Chapter 252, The City of Denton (the City) is requesting proposals to contract with an individual or business with considerable experience in providing goods or services of this RFP. The proposals and the cost solutions shall be submitted to the City of Denton in a sealed submission, in accordance with Texas Local Government Code 252.0415 and 252.042. The awarded individual or business shall possess a proven track record of using innovative approaches to providing goods and services that represent the best value to their clients. The awarded individual or business shall have the ability to accomplish all aspects of the requested services. The selected individual or firm should be able to provide innovative methods to deal with municipal challenges, and cost effective solutions. The City of Denton is exempt from Federal Excise and State Sales Tax. A. COMMUNITY PROFILE Denton, Texas is a Main Street City in the North Texas region at the apex of Interstate 35 East and Interstate 35 west. Established in 1857, Denton is the county seat of Denton County and was named for John B. Denton. Denton is unique in composition; the city is comprised of over 92 square miles which radiate out in all directions from the downtown core, with a population of 113,000. In addition to the unique physical composition of the city, there is a unique character to the City. It is comprised of a diversity of neighborhoods and land uses that range from historical residential and commercial districts to new residential subdivisions and industrial complexes to greenbelt areas and newly annexed rural areas. Denton is home to two state universities, the University of North Texas, and Texas Woman's University, and two regional hospitals. The City is traversed by state highways, rail lines, and Interstate 35 E & W. This summer Denton County Transportation Authority (DCTA) began operation of a passenger rail service that runs from downtown Denton to the City of Carrollton, where passengers may transfer to the Dallas Area Rapid Transit (DART) system and continue travelling by rail within the Metroplex region. The rail service is accompanied by the opening of two rail stations in Denton. The City of Denton has also taken a proactive approach in its pursuit of environmental and sustainable initiatives. The City has, through DME, become a national leader in renewable energy with more wind power per capita than any other city in the United States and through Denton Solid Waste, become a national leader in sustainability and environmental stewardship through various award winning programs. B. BACKGROUND PAGE 4 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES The City of Denton has experienced significant growth over the past few years and significant utilization of goods and services to meet the ever growing needs of a vibrant community has driven the need to obtain long term commitments to supply materials and services. The City desires an innovative solution that ensures a successful approach to provide goods and services; and allows for fluid responsiveness to upcoming changes — both anticipated and unforeseen. The use of technological opportunities throughout the service delivery is encouraged. C. COMMODITY OR SERVICE DESCRIPTION The City is seeking a long term contract for janitorial services and associated supplies needed to perform the services. The products and services shall be accom dished )er i;he Scope e of Work/Technical Specifications as identified in Exhibit 2. 18. MINIMUM SUBMISSION REQUIREMENTS The following minimum requirements must be demonstrated in order for the submission to be considered responsive to the City of Denton. Any proposal received, which is determined to not meet these mandatory requirements shall be immediately disqualified and rejected as non- responsive. Five (5) years experience providing similar services and products for contracts of similar sizes or larger in the North Texas area. Three (3) references from governmental entities for the products or services requested. The City prefers references from municipalities of similar size. • A defined level of industry knowledge and understanding. 19. CONTRACT TERM It is the intention of the City of Denton to award a contract for a one (1) year period. The City and the Awarded Contractor shall have the option to renew this contract for an additional two (2) one- year periods. Materials and services undertaken pursuant to this RFP will be required to commence within fourteen (14) days of delivery of a Notice to Proceed. 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. PAGE 5 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES 20. PRICING Firm Price Pricing and discounts proposed is firm for the initial one-year period specified in the solicitation. Price decreases are allowed at any time. Price increases shall only be considered as stipulated below in paragraph #5, "PRICE ADJUSTMENTS". Price Decreases/Discount Increases Contractors are required to immediately implement any price decrease or discount increase that may become available. The City of Denton must be notified in writing for updating the contract. 21. PRICE ADJUSTMENTS Prices quoted for the commodities or services 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 accompanied with a detailed itemized cost breakdown including cost of labor, cost of materials, overhead costs, general administrative costs, and profit margin. The itemized costs shall be supported with documentation showing reasonable validation for the price adjustment requested. The price will be increased or decreased based upon the annual percentage change in the documentation. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. Should the percentage change exceed a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the change not to exceed the 8% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 90 calendar dans 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: purchasinggcityofdenton.com Or mail to: Or call: City of Denton City of Denton Purchasing Attn: Purchasing Manager (940) 349-7100 RFP # 5317 PAGE 6 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES 901B Texas Street Denton, Texas 76209 The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. 22. SUBSTITUTIONS — Not Applicable 23. DISQUALIFICATIONS Any terms and conditions attached to a solicitation will not be considered unless specifically referred to on a solicitation and may result in disqualification. Any proposals that do not clearly outline all qualifications may be disqualified. 24. INTELLECTUAL PROPERTY INDEMNIFICATION The contractor will indemnify, defend and hold harmless the City of Denton, and its authorized users, against any action or claim brought against the City of Denton, or its authorized users that is based on a claim that software infringes any patent rights, copyright rights or incorporated misappropriated trade secrets. Contractor will pay any damages attributable to such claim that are awarded against the City of Denton or its authorized users, in a judgment or settlement. If the City of Denton or its authorized users' utilization of the software becomes subject to a claim, or is likely to become subject to a claim, in the sole opinion of the City of Denton, or its authorized users, the Contractor shall, at its sole expense (1) procure for City of Denton or its authorized users, the right to continue using such software under the terms of this Contract; or (2) replace or modify the software so that it is non -infringing. 25. RIGHTS TO DATA, DOCUMENTS, AND COMPUTER SOFTWARE (GOVERNMENTAL ENTITY OWNERSHIP) Any software, research, reports studies, data, photographs, negatives or other documents, drawings or materials prepared by contractor in the performance of its obligations under this contract shall be the exclusive property of the City of Denton and all such materials shall be delivered to the City by the contractor upon completion, termination, or cancellation of this contract. Contractor may, at its own expense, keep copies of all its writings for its personal files. Contractor shall not use, willingly allow, or cause to have such materials used for any purpose other than the performance of contractor's obligations under this contract without the prior written consent of the City; provided, however, that contractor shall be allowed to use non -confidential materials for writing samples in pursuit of the work. The ownership rights described herein shall include, but not be limited to, the right to copy, publish, display, transfer, prepare derivative works, or otherwise use the works. 26. ADDING NEW PRODUCTS OR SERVICES TO THE CONTRACT AFTER AWARD Following the Contract award, ADDITIONAL services or products of the same general category that could have been encompassed in the award of this contract, and that are not already on the contract, may be added. A formal written request may be sent to successful Contractor (s) to provide a proposal on the additional services and shall submit proposals to the City of Denton as instructed. All prices are subject to negotiation with a Best and Final Offer PAGE 7 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES (`BAFO"). The City of Denton may accept or reject any or all pricing proposals, and may issue a separate RFP or IFB for the products after rejecting some or all of the proposals. The commodities and services covered under this provision shall conform to the statement of work, specifications, and requirements as outlined in the request. Contract changes shall be made in accordance with Local Government Code 252.048 11. QUANTITIES The quantities indicated on the Pricing Sheet (Exhibit 1) are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the prices. Individual purchase orders will be issued on an as needed basis. 12. 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 tc purchasing�a�,cityofdenton.com, with the RFP 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. 13. AUTHORIZED DISTRIBUTOR The respondent 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. 14. SAMPLES Respondents must make samples available upon request by the City of Denton prior to award with no costs to the City. 15. SHIPPING, DELIVERY, AND PACKAGING — NOT APPLICABLE Identification of Shipments: In addition to the complete destination address, each delivery must be clearly marked with the purchase order number. Each shipment must be accompanied by a packing slip. Packaging and Labeling: All items shipped must be properly labeled, with weather resistant labeling, showing the brand name, package quantity, lot number (if applicable) and any other necessary identifying information. Special Delivery Requirements: PAGE 8 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES Customers may have specific, internal delivery rules and policies. These will be provided on each purchase order issued by the customer. The contractor(s) will be required to adhere to those requirements. Hours of Delivery: Delivery shall be made during the hours of 8:00 am to 4:00 pm (CST) of the Customer unless prior approval for after-hours delivery has been obtained from the Customer. In the event of any approval by the Customer for after-hours delivery, Respondent may not invoice any additional charges for that delivery. Respondent is encouraged to obtain Customer's hours of operation at time of order. Delivery Schedule: Respondent's shall furnish, in the space indicated on the Mandatory Price Sheet, a delivery schedule for each line item as to time required for delivery after receipt of order (ARO) under normal conditions. Delivery Days means calendar days, unless otherwise specified. Failure to state delivery time may disqualify Respondent. The City of Denton, at its sole option, may choose to negotiate delivery times. Delivery Delays: If delay is foreseen, Contractor shall give written notice to the Customer and must keep Customer advised at all times of status of order. Default in promised delivery (without accepted reasons) or failure to meet specifications authorizes the Customer to purchase goods and services of this RFP elsewhere and charge any increased costs for the goods and services, including the cost of re -soliciting, to the Contractor. Failure to pay a damage assessment is cause for Contract cancellation and/or removal of the Respondent from the City's authorized list of suppliers. Compliant Products: Providing products or materials which do not meet all specification requirements does not constitute delivery. Delivery does not occur until the Respondent delivers products or materials in full compliance with the specifications to Customer's F.O.B. destination, unless delivery is specifically accepted, in whole or in part, by the Customer. Customer reserves the right to require new delivery or a refund in the event that materials or products not meeting specifications are discovered after payment has been made. Restocking Fee: The Customer may request that a Contractor accept return of merchandise already delivered or that a Contractor cancel an order prior to delivery. If the return is required through no fault of the Contractor, the Contractor may request a reasonable restocking charge. The Customer may pay a restocking charge if the CPA or Customer determines that the charge is justifiable. As a guideline, such charges shall not exceed 10%. There shall be no fees charged for cancellation of an order prior to shipment by the Contractor. 16. SAFETY AND ENVIRONMENTAL HAZARDS The City does not warrant or guarantee against the possibility that safety or environmental hazards or potential hazards (including premises and special defects) may exist at the City's facilities. The Contractor shall be responsible for identifying any hazardous conditions and PAGE 9 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES notifying the City of these conditions in writing no later than 30 days after contract award and prior to initiation of service delivery on the property. This will be accomplished by the Contractor conducting an environmental assessment and an occupational health, and safety inspection of the service bay or field service areas by competent, qualified and appropriately licensed practitioners. The costs of these inspections and any subsequent corrective action will be negotiated between the City and the Contractor. All contractors to the City of Denton are required to ensure absolute safety standards are applied and enforced. The City of Denton will not be responsible for individual contractor safety, and the awarded contractor shall not hold the City of Denton responsible. Known hazards shall immediately be reported and all safety precautions shall be taken to prevent potential safety issues from occurring. 17. CONTRACTOR STANDARDS OF PERFORMANCE Monthly Time Standards - Contractors shall fully understand that the City relies on the product or service of the RFP to provide vital municipal services, and the availability and reliability of the equipment is of the essence. With this in mind, the Contractor shall meet the following performance standards at all times. Labor disputes, strikes, and other events, except those beyond the Contractor's control such as acts of God, shall not relieve the Contractor from meeting these standards. For service category, the Contractor must ensure the given level of service is achieved, within the designated number of working hours. Contractor shall deliver goods or services within specified delivery times for 95% of all orders. 18. PERFORMANCE LIQUIDATED DAMAGES The Contractor shall incur contractual payment losses, as initiated by the City for performance that falls short of specified performance standards as outlined below: The Contractor shall be assessed a rate of $50 per hour and shall be deducted from the monthly payment if an outside janitorial vendor has to be called in to perform work not completed by the Contractor. A deduction of twice the amount of the daily cost as determined by the negotiated pricing shall be made for each day in the event of an absence of the Contractor's crew. These penalties will be deducted from the monthly billing. In the case of non-performance, the Contractor will be given written notice of the areas needing attention. The Contractor will have twenty four (24) hours from the time the notice is delivered to perform to specifications. If the Contractor does not comply to specifications within the designated time, the contract may be terminated. A trip fee of $50.00 will be charged for each time a Facilities Technician is called out due to janitorial staff setting off the security alarms. The Contractor shall be assessed a two (2%) percent profit fee each month when any two (2) or more performance standards outlined above are not met in full. At the end of each month, the City will review the monthly reports and determine the percentage of penalty to be assessed to the Contractor's monthly profit margin. PAGE 10 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES 19. WARRANTIES The contractor shall provide a warranty that is standard in the industry. Repair or Maintenance of fleet not performed to industry standards shall be accomplished at the contractor's expense, at the option of the City. 20. INSURANCE Respondent shall provide, upon award, a certificate of insurance evidencing their insurance coverage's and amounts per Insurance and Workers' Compensation Requirements - Attachment A. 21. CONTRACTS The successful awarded vendor will be required to sign an original contract. A sample contract is provided in Attachment I — Sample Contract. Respondents shall review the document and note exceptions in the proposal. 22. ANTICIPATED PROBLEMS AND PROPOSED SOLUTIONS Respondent shall offer written observations, based upon previous experiences in public projects of this magnitude, addressing any anticipated problems and offer proposed solutions to those problems. PAGE 11 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES Section II Procurement Process and Procedures SCHEDULE OF EVENTS The City of Denton reserves the right to change the dates indicated below: Solicitation Schedule: Issue RFP: 8/06/2013 Deadline for Submission of Questions: 8/16/2013 at 2:00 PM Central Time Deadline for Submission of Proposal: 8/27/2013 at 2:00 PM Central Time Evaluate and rank initial results: 8/27/2013 — 9/06/2013 Completion of Negotiations: 9/10/2013 Official Award: 10/01/2013 The City of Denton is using the RFP `Issue Date' as noted in the Schedule of Events above as the official 30 day notification requirement for an interview with a firm. 2. NON -MANDATORY PRE -SUBMITTAL CONFERENCE The pre -submittal conference is scheduled for Wednesday, August 14th, 2013 at 10:00 a.m. The pre -submittal conference is at the Facilities Management Training Room, located at 869 S. Woodrow Ln. Denton, Texas, 76205. Please allow ample time for parking. The pre -submittal conference is not mandatory, but prospective proposers are strongly encouraged to attend. Internet link to meeting location: t,1;69 S. m.mWood (w lln w ➢I� im iiigton, � TX 76205 3. PROPOSERS COST TO DEVELOP SUBMITTAL Respondents to this RFP are responsible for all costs of submittal preparation, delivery and any oral presentations required as part of the selection process. All materials submitted in response to the RFP become property of the City of Denton and will be returned only at the option of the City. 4. MINIMUM RESPONSE Submittals that do not, at a minimum, contain the information as specified under Section III and Exhibit 1 Pricing Sheet will be subject to disqualification at the sole discretion of the City of Denton. If any Firm submitting a Proposal is a corporation, it must be registered to conduct business in the State of Texas. Proof of this registration must be included as part of the submittal. PAGE 12 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES 5. VALIDITY PERIOD The information included in the solicitation response(s), and any cost information obtained from a negotiation process, remain valid for 120 days from the response due date or until the contract is approved by the governing body. 6. REJECTION OF SUBMITTAL ANY PROPOSAL SUBMITTED AFTER THE DUE DATE AND TIME SPECIFIED WITHIN SECTION III, SHALL BE REJECTED. THE CITY SHALL REJECT PROPOSALS SUBMITTED BY FIRMS THAT DO NOT MEET MINIMUM QUALIFICATIONS. The City of Denton reserves the right to reject any and all submittals received in response to the RFP and to waive any minor technicalities or irregularities as determined to be in the best interest of the City. 7. PROPRIETARY INFORMATION If a Proposer does not desire proprietary information in the Proposal to be disclosed, the Proposer shall identify all proprietary information in the Proposal. This identification will be accomplished by individually marking each page or line item detail with the words "Proprietary Information". If the Proposer fails to identify proprietary information, the Proposer agrees that by submission of its Proposal, that those sections shall be deemed non-proprietary and made available upon public request. Proposers are advised that the City, to the extent permitted by law, will protect the confidentiality of all Proposals. Proposer shall consider the implications of the Texas Public Information Act, particularly after the RFP process has ceased and the Contract has been awarded. While there are provisions in the Texas Public Information Act to protect proprietary information, where the Proposer can meet certain evidentiary standards, please be advised that a determination on whether those standards have been met will not be decided by the City of Denton, but by the Office of the Attorney General of the State of Texas. In the event a request for public information is made, the City will notify the Proposer, who may then request an opinion from the Attorney General pursuant to 552.305, Texas Government Code. The City will not make a request of the Attorney General. 8. NON -ENDORSEMENT If a Proposal is accepted, the successful Proposer shall not issue any news releases or other statements pertaining to the award or servicing of the agreement that state or imply the City of Denton's endorsement of the successful Proposer's services. 9. UNAUTHORIZED COMMUNICATIONS After release of this solicitation, Proposer contact regarding this RFP with members of the RFP evaluation, interview or selection panels, employees of the City or officials of the City other than the Purchasing Manager, or authorized City of Denton purchasing PAGE 13 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES staff, or as otherwise indicated is prohibited and may result in disqualification from this procurement process. No officer, employee, agent or representative of the Proposer shall have any contact or discussion, verbal or written, with any members of the City Council, members of the RFP evaluation, interview, or selection panels, City staff or City's consultants, or directly or indirectly through others, seeking to influence any City Council member, City staff, or City's consultants regarding any matters pertaining to this solicitation, except as herein provided. If a representative of any Proposer violates the foregoing prohibition by contacting any of the above listed parties with who contact is not authorized, such contact may result in the Proposer being disqualified from the procurement process. Any oral communications are considered unofficial and non- binding with regard to this RFP. 10. ADDENDUMS Proposers are required to submit signed addendum acknowledgement(s) with their proposal. Proposers will be responsible for monitoring the City of Denton Purchasing Website at: Current Bids and Proposals to ensure they have downloaded and signed all addendum(s) required for submission with their proposal. 11. CONTACT BETWEEN PROPOSER AND THE CITY OF DENTON Respondents shall direct all inquiries and communications concerning this RFP to the Point of Contact(s) listed below: City of Denton Procurement Point of Contact: Cindy Alonzo, CPPB, CTL, A.P.P. Buyer 901-B Texas Street Denton, TX 76209 (940) 349-7100 Fax: (940) 349-7302 cynthia.alonzogcityofdenton.com PAGE 14 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES Section III Submittal Requirements Proposals shall address the following criteria. For consideration, the proposal must submit the minimum criteria noted below. Proposals shall, as a minimum, include all the information described in Items 1 through 10 below to be considered responsive. The "Business Overview Questionnaire" included as Attachment C is an acceptable format for providing much of this information. A Microsoft Word copy of this form will be provided on receipt of an email request. Other information, if provided, shall be included as appendices at the back of the proposal. A firm may submit a solicitation response for one or more of the categories of services requested in this RFP. The City of Denton shall accept written submissions only, until Tuesday, August 27, 2013 at 2:00 p.m. Firms shall submit one original copy signed by an officer authorized to bind the company, and 3 copies of the completed response to this solicitation in a sealed envelope. Additionally, the respondent shall provide a formatted CD(s) or memory drive, containing a complete copy of the contractor's response to this solicitation, or submit electronically to ebids@cilyofdenton.com. The format shall be in Microsoft Office format. Submitrip clnQ for requested services as provided in Exhibit 1. Pricing shall be provided in hard copy with the written submission, and also e-mailed in Excel to ebi&s cityofdenton.com before the proposal due date. The format shall be in Microsoft Word and Excel format only. Submittals shall include on the envelope and the cover sheet the following information: Request for Proposals (RFP) # 5317 — JANITORIAL SERVICES. Proposals may be hand delivered (by firm or express courier) to the address listed below; however, e-mailed only submittals will not be accepted. Additionally, no oral, telephone, telegraphic, or facsimile proposals will be accepted. Where solicitation responses are sent by mail or courier, the responsibility of timely delivery is the respondent's. Pages should be numbered and contain an organized, paginated table of contents corresponding to the section and page of the submittal. Appendices may be used for general firm information. The solicitation response shall be no more than 200 pages in length (excluding sample contracts, directories, and lists, etc.). All submittals, whether mailed or delivered by courier shall be sent to and received no later than August 27, 2013 at 2:00 p.m., Central Time at the following address: City of Denton Attention: Cindy Alonzo, CPPB, CTL, A.P.P. Buyer 901B Texas Street Denton, TX 76209 940-349-7100 PAGE 15 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES Written proposals must be submitted by 2:00 p.m. on the response due date. Any proposal re ved after the date and/or hour set for Dur -o >osal o �euira � will lire retrrr~ned unopened. The City of Denton reserves the right to accept or reject in part or in whole any proposals submitted, and to waive technicalities of the submission, in the best interest of obtaining best value for the City. Each Contractor is responsible for taking the necessary steps to ensure their proposal is received by the date and time noted herein. The City is not responsible for missing, lost or late mail or any mail delays, internal or external, that may result in the proposal arriving after the set time. Proposals shall include on the envelope and the cover sheet with the RFP number and name. 1. COVER SHEET Include Respondent Company name, contact information, RFP number and name. 2. INTRODUCTION (EXECUTIVE SUMMARY) —1 Page Maximum Briefly describe your understanding of the requested services, important issues, and City requirements. 3. FIRMS ORGANIZATION a. Name and Address of the Individual or Business b. General overview of the Business c. Business Profile(s), including: 1) Type of Business (limited partnership, corporation, etc.) 2) Business History and Age 3) Business Size (including number in each required discipline) 4) Areas of special concentration 5) Telephone number and fax number 6) Number of year firm in business 7) Amount of equity capital of the firm 8) Number and location of offices in Texas 9) Location of the office from which the work is to be managed 10) Service description with specific descriptions of responsibilities, successes and failures related to the project. Include website URLs for any service projects for which they are available. 11) Name and contact information for the project manager or other key contact with the entity contracting these products or services. 12) Details of any awards received. As stated above, completion of Attachment C - Business Overview Form may substitute for submission of the above information. Additionally, firms may submit additional information, to ensure a more complete understanding of the firm, and comprehension of the capabilities. PAGE 16 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES 4. RELEVANT EXPERIENCE AND CAPABILITIES The responding individual or business shall provide pertinent information about the individual or business and related experience(s) with the requested products or services. Indicate what resources the individual or business will have available to allocate to the project. The respondent must currently be licensed to perform work in the State of Texas. A copy of current licensing must be included in your proposal. Relevant experiences and capabilities of the individual or business team members and team as a whole will be rated by the City by a review of both completed and on-going assignments, years of relevant experience in communities of comparable size, and credentials; greater weight will be given to project experience within the past five (5) years containing the team members proposed: a. Five (5) years experience with similar products or services, provide a description. b. A standard license or certification, if applicable. c. A defined level of industry knowledge and understanding d. The individual or business must be registered by the State of Texas or the County of Denton as a business and the must have all licensure required by the State to provide any services. e. The individual or business must disclose any business relationship that would have an effect, of a conflict of interest. A conflict of interest statement must be signed as part of the contract negotiated with the awardee(s). 5. DISCLOSURES a. Respondent shall detail any and all relevant history of litigation involving public projects. b. Respondent shall detail any and all exceptions within the proposal response. c. The individual or business must disclose any business relationship that would have an effect, of a conflict of interest. A conflict of interest statement must be signed as part of the contract negotiated with the awardee(s). (Attachment G) 6. BUSINESS OVERVIEW Respondent shall complete the business overview questionnaire, Project Information Form & Schedule Compliance Form per Attachment C. 7. REFERENCES Respondent shall provide references including contact names, e-mail addresses and current, correct phone numbers of Firms or public entities for which you have performed similar professional services. Respondent shall complete Attachment F — References. PAGE 17 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES 8. FEE STRUCURE —PRICING Submit pricing for requested products or services as provided in Exhibit 1. Pricing shall be provided in hard copy and emailed in Excel to ebidsgcityofdenton.com before the proposal due date. 9. EQUIPMENT SCHEDULE The respondent shall provide an equipment schedule. The schedule shall include the year, make, model and description of the equipment. 10. SAFETY RECORD 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 written definition and criteria as shown in the Safety Record Questionnaire (Attachment E) for accurately determining the safety record of a bidder prior to awarding bids on City contracts. 11. ACKNOWLEDGEMENT Submit a signed acknowledgement by authorized agent of the Proposing firm (Attachment J). 12. EXCEPTIONS The Request for Proposal (RFP) process allows for negotiation of the terms and conditions of this proposal. The respondent shall note any exceptions to the RFP document, on Attachment D, sign the document, and return with their proposal packet. If no exceptions are taken, the Respondent shall sign the document and return with their proposal packet. 13. PRODUCT LITERATURE — Not Applicable Complete descriptive literature for each proposed item to include outline drawings, nameplate data and verification of other ratings. 14. ADDITIONAL GENERAL REQUIREMENTS a. Prior to commencement of the services, the City and selected individual or business will conduct an initial meeting to review the overall scope, schedule, deliverables and planning process to implement a successful program. b. The awarded Contractor shall provide to the City of Denton, detailed reports of time and services provided to the City on a monthly basis. PAGE 18 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES c. Staff available to assist the selected provider is limited; the proposals submitted should not anticipate extensive staff assistance during equipment repairs or maintenance. PAGE 19 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES Section IV Evaluation and Award 1. EVALUATION PROCEDURES Selection of a Firm(s) to provide the aforementioned services will be in accordance with the City of Denton Purchasing Policies and procedures and the State of Texas Local Government Code 252.043. The City of Denton shall open all proposals and evaluate each respondent in accordance to the below criteria: Step 1: The City of Denton will evaluate the Proposal submission in accordance with the selection criteria and will rank the Firms on the basis of the submittals. The City of Denton, reserves the right to consider information obtained in addition to the data submitted in the Proposal. The selection criterion is listed below: a) Indicators of Probable Performance under contract (FACTOR: 25%). Indicators of probable performance under the contract to include: past vendor performance, financial resources and ability to perform, experience or demonstrated capability and responsibility, references, and the vendor's ability to provide reliable maintenance agreements and support. b) Compliance with Specifications, Quality, Reliability, Characteristics to meet stated or implied needs (FACTOR: 25%) Compliance with the stated specification(s), coupled with the quality and reliability of the goods and services, such as fitness for use that meets or exceeds customers expectations, and the characteristics of the product or service that bear on its ability to meet the stated/implied needs. c) Price, Total Cost of Ownership (FACTOR: 50%). The price of the items, to include total cost of ownership, such as installation costs, life cycle costs, and warranty provisions. In addition to the above factors, others that can be utilized as stated within Local Government Code 252.043 are: (1) the extent to which the goods or services meet the City's needs, (2)the impact on the ability of the City to comply with the laws and rules related to contracting with historically underutilized businesses and non-profit organizations employing persons with disabilities, (3) the long term cost to the City to PAGE 20 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES acquire the respondents' goods and services, and (4) any relevant criteria specifically listed in the solicitation by the City. The total possible score of the proposals shall be scored and weighted as indicated in Section IV, Step 1 items a -c. Based on the outcome of the computations performed, each proposal will be assigned a raw score. The assigned weight will then be applied to these scores to calculate an overall score for each proposal for completion of the final scoring process. The proposals shall be evaluated utilizing standard tools, based upon the weighted factors above, and will be assigned a final score. The City of Denton will proceed to Step 2, with the Firm(s) that are considered within the competitive range and present an overall best value to the City of Denton. Step 2: After the final ranking of the proposals and determination of Firm(s) that provide a best value to the City and are within the competitive range, provided the City of Denton elects to proceed without oral discussions, the City will immediately proceed to negotiate final pricing, terms and conditions with the highest ranked Firm or Firms. The City of Denton May elect to conduct oral discussions, request clarifications, and presentations concerning the project approach and ability to furnish the requirements, as part of the negotiation process. The City may elect to utilize a Best and Final negotiation phase to determine the Firm that provides the overall best value to the City. Step 3: The City of Denton Procurement Department shall provide a written recommendation to the City of Denton City Council, which represents "best value" and request authorization to proceed with contract execution for the proposed services. In accordance with Local Government Code 252.049, trade secrets and confidential information in competitive sealed bids are not open for public inspection. All proposals shall be opened in a manner that avoids disclosure of the contents to competing offerors and keeps the proposals secret during negotiations. A public opening will not be conducted with this process. THE AWARD PROCESS IS CONSIDERED OPEN AND ON-GOING UNTIL ALL FINAL NEGOTIATIONS HAVE CONCLUDED. After the contract has been awarded all proposals are open for public inspection and the unsuccessful respondent(s) may request a debriefing regarding their submittal. Please contact the City of Denton Materials Management staff to document the request for a debriefing. A meeting with the City of Denton Materials Management Staff and the using Department shall be provided in a timely manner. 2. AWARD PAGE 21 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES The City reserves the right to award by line item, section, or by entire proposal; whichever is most advantageous, or provides the "best value" to the City, unless denied by the bidder. 3. PREFERENCES A. Environmentally Preferable Purchasing Policy Texas Local Government Code, Sec. 271.907. VENDORS THAT MEET OR EXCEED AIR QUALITY STANDARDS. (a) In this section, "governmental agency" has the meaning assigned by Section 271.003. (b) This section applies only to a contract to be performed, wholly or partly, in a nonattainment area or in an affected county, as those terms are defined by Section 386.001, Health and Safety Code. (c) A governmental agency procuring goods or services may: (1) give preference to goods or services of a vendor that demonstrates that the vendor meets or exceeds any state or federal environmental standards, including voluntary standards, relating to air quality; or (1) require that a vendor demonstrate that the vendor meets or exceeds any state or federal environmental standards, including voluntary standards, relating to air quality. (d) The preference may be given only if the cost to the governmental agency for the goods or services would not exceed 105 percent of the cost of the goods or services provided by a vendor who does not meet the standards. The cost may not exceed $100,000. This provision shall comply with City of Denton Resolution R2007-032. PAGE 22 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES Section V Payment and Performance Requirements These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton's solicitation are applicable to Contracts/Purchase Orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller herein after referred to as the Bidder, Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City's Procurement Department and the Supplier. No Terms and Conditions contained in the Sellers Proposal response, Invoice or Statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the Contract/Purchase Order these written provisions will take precedence. By submitting an Offer in response to the Solicitation, the Contractor agrees that the Contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the Contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a Solicitation to purchase Goods, and Sections 9, 10, 11 and 22 shall apply only to a Solicitation to purchase Services to be performed principally at the City's premises or on public rights-of-way. 1. PAYMENT AND INVOICES: Payment processing: The City review, inspection, and processing procedures for invoices ordinarily require thirty (30) days after receipt of invoices, materials, or services. 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 days after receipt of valid invoices for which items or services have been received unless unusual circumstances arise. The 30 day processing period for invoices will begin on the date the invoice is received or the date the items or services are received, whichever is later. Direct deposit for payments: Contractors are encouraged to arrange for receiving payments through direct deposit. Information regarding direct deposit payments is available from the City of Denton Purchasing website: www.dentonpurchasiniz.com. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro -forma invoice shall be sent to the contract administrator. 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. Upon contract award, suppliers are encouraged to receive payments through direct deposit. PAGE 23 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES 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 Contractor performing work under this contract for the City of Denton may purchase materials and supplies and rent or lease equipment sales tax free. This is accomplished by issuing exemption certificates to suppliers. Certificates must comply with State Comptroller's ruling #95-0.07 and #95-0.09. 3. PAYMENT TO PERFORMANCE MILESTONES: Awarded contractor shall prepare and submit invoices after completion of specific project milestones. The invoice shall detail the major milestones accomplished and detailed cost information for project. These milestones shall be submitted to the City of Denton and the City's Project Staff shall review such for completion and accuracy, prior to payment authorization. The respondent shall complete Exhibit 1, pricing sheet. PAGE 24 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES Section VI 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 solicitation are applicable to Contracts/Purchase Orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller herein after referred to as the Bidder, Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City's Procurement Department and the Supplier. No Terms and Conditions contained in the Sellers Proposal response, Invoice or Statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the Contract/Purchase Order these written provisions will take precedence. By submitting an Offer in response to the Solicitation, the Contractor agrees that the Contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the Contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a Solicitation to purchase Goods, and Sections 9, 10, 11 and 22 shall apply only to a Solicitation to purchase 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 I of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and PAGE 25 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES 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. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the PAGE 26 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES 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. PAGE 27 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non -conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City's agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor's obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. PAGE 28 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close -Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor's continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City's right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City's sole discretion, grounds for termination thereof. Each of the terms "books" "records" "documents" and "other evidence" as used above shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: (NOT APPLICABLE) A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor's Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by PAGE 29 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES 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. PAGE 30 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES 21. WARRANTY — DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non -conforming deliverables, or replace the non -conforming deliverables with fully conforming deliverables, at the City's option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City's rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non -conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer's warranty, the Contractor shall transfer and assign such manufacturer's warranty to the City. If for any reason the manufacturer's warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer's warranty for the benefit of the City. 22. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City's rights under this section. PAGE 31 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON -CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City's evaluation of and determination to accept such defective or non -conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non -conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party's intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor's Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City's reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor's default, including, without limitation, cost of cover, reasonable attorneys' fees, court costs, and prejudgment and post judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City's vendor list for three (3) years PAGE 32 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days' prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. 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 PAGE 33 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES the sale of defective or non -conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Attachment A. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the 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: PAGE 34 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The "other" insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review 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. PAGE 35 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 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 PAGE 36 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made -for -hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City's sole or joint ownership of any such deliverables arising by virtue of the City's sole or joint 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. PAGE 37 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City's prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of Interest Questionnaire (Attachment G). 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. PAGE 38 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES 45. ASSIGNMENT -DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision- making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith 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 PAGE 39 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 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 flay (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. PAGE 40 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON -SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub -awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non -Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT -SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable, in addition to the specific federally funded requirements detailed in Attachment B. A. Definitions. As used in this paragraph — i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. 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. PAGE 41 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES 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 solicitation, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The awarded 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). (Not Applicable) 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. PAGE 42 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug -Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government -wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug -Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON -WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either 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. PAGE 43 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES ATTACHMENT A INSURANCE REQUIREMENTS AND WORKERS' COMPENSENTATION REQUIREMENTS Respondent's attention is directed to the insurance requirements below. It is highly recommended that respondents confer with their respective insurance carriers or brokers to determine in advance of Proposal/Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low respondent fails to comply strictly with the insurance requirements, that respondent may be disqualified from award of the contract. Upon contract award, 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. As soon as practicable after notification of contract award, 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, Contractors are strongly advised to make such requests prior to proposal/bid opening, since the insurance requirements may not be modified or waived after proposal/bid opening unless a written exception has been submitted with the proposal/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- VII or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: ■ Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. PAGE 44 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES 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. 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. PAGE 45 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability 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. PAGE 46 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All -Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [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. PAGE 47 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES ATTACHMENT A [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 PAGE 48 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and fling 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; PAGE 49 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self -Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor's failure to comply with any of these provisions contract by the contractor which entitles the governmental entity contract void if the contractor does not remedy the breach within receipt of notice of breach from the governmental entity. PAGE 50 OF RFP #5317 is a breach of to declare the ten days after EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES ATTACHMENT B NOT APPLICABLE PAGE 51 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES ATTACHMENT C BUSINESS OVERVIEW QUESTIONNAIRE AND FORMS 1. Contractor Name: Oriental Building Services 2. Address (Principal Place of Business): 2526 Manana Dr., # 208, Dallas, TX 75220 3. Does your company have an established physical presence in the State of Texas, or the City of Denton? Yes 4. Tax Payer ID#: 20-5158539 5. Email Address of Primary contact: nshum@obsusa.net 6. Website Address: www.obsusa.net 7. Telephone: 469-522-0001 8. Fax: 469-522-0003 9. Other Locations: None 10. Organization Class: Corporation Partnership Individual Corporation Association 11. Date Established: June, 1992 12. Former Business Name: N/A 13. Date of Dissolution: N/A 14. Subsidiary of: N/A 15. Historically Underutilized Business: Yes or No No 16. Principals and Officers: Steve Gye Please detail responsibilities with the name of each principal or officer. 17. Key Personnel and Responsibilities: Steve Gye / President, Nixon Shum / Vice President, Moon kim / Office Manager Sang J Gye / Equipment & Supplies Manager, Andrew Kim / General Manager Please detail responsibilities with the name of each key personnel. Please also see attachment staff resume 18. Number of Personnel by Discipline: 138 PAGE 52 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES Discipline Number of Staff # Registered 19. Services Provided by Contractor: Please see attachment a. Please provide a detailed listing of all services that your company provides. Qualifications b. Please detail our prior ex � � iencr? worl�in ; on irnilar arc ects with Texas governmental Oriente aur h s ovr ttnyrw o ox�aeri anc rvMCMn i exrro o err rrroerrt e true , o% f our contr ct is iter Te�C s entitle ,t�ovarrrorro�ren a rrt e,s roe r any yea s o exper eoce rt low us e urrs erst rand rro Bros requirement eras ent es se or. rle taW Bufto rvices has the rnana MITI teaM ' lace rea o rno'rlize if awarded the contract in hold or in part. C. Please detail your st it ar services provaTI(aver t�i�pas ive years. Please see attachment F Reference List d. Detail documented proof of at least three (3) projects in the past five (5) years. Please see attachment F Reference List e. Please detail these services, including, the nature of the services provided, 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. Please see attachment additional reference and contract information next to "Attachment F Reference" 20. 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. None 21. Please provide at least three (3) 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. Please See Attachment F reference List 22. 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. None 23. Have you ever had a contract terminated by the Owner? If so, where and why? Give name and telephone number (s) of Owner (s). None 24. 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 o level=M) &p kevvalue 1926 25. Please indicate the total number of janitorial contracts your Firm has undertaken within the last five years? Please see attached additional reference and contract information next to "Attachment F Reference" 26. For each contract, please list the total annual dollar value of the contract, number of employees assigned for the contract, and the total square footage of the areas that were cleaned. Please see attached additional reference and contract information next to "Attachment F Reference" 27. For each contract, please list how many of your crews it took to fulfill the contract? Please see attached additional reference and contract information next to "Attachment F Reference" PAGE 53 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES 28. Does your Firm have the capability to fully staff a contract of this size? Please explain. Yes, we do have the capability to fully staff this size of contract and the experience to operate 29. How many employees are assigned to perform janitorial duties for all clients? Please include the number of cleaning personnel and the number of supervisors. 30. W wt hoes did aur staff w9rk fq eaN of thFhte�i colra�ts? Is i eren rom c ntrac to con ract, i can rom a- p or u- a 24 hr a day, 31. 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: Oriental Building Services, Inc. 2526 Manana Dr, # 208, Dallas, TX 75220 b. Company's majority owner principle place of business: Same as about c. Ultimate Parent Company's principle place of business: Same as about PAGE 54 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES ATTACHMENT E 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 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. None 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. None c. Convictions of a criminal offense within the past ten (10) years, which resulted in bodily harm or death. None 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. None 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: PAGE 55 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES 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 XXXXX 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. OUESTION TWO 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 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 XXXXX 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 XXXXX 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. PAGE 56 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES ATTACHMENT D PROPOSAL EXCEPTIONS Any exceptions taken to this RFP must be listed on the lines below. If there are no exceptions, please sign where indicated at the bottom of the page. Item # Description Signature No Exceptions taken to this RFP. ignature Company Oriental Building Services, Inc. Company PAGE 57 OF RFP #5317 Date August 26, 2013 __........__ Date EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES ATTACHMENT F 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. If there are no governmental references available, please list three (3) references. REFERENCE ONE GOVERNMENT/COMPANY 'NAME: City of Arlington LOCATION: City of Arlington CONTACT PERSON AND TITLE: Janice K Hughes, Sr. Buyer Purchasing TELEPHONE N L,INIBER: 817-459-6304/janice.hughes@arlingtontx.gov SCOPE OF WORK: Janitorial Services for 31 City own Building (City Hall, Police HQ, Sub Station, and Jail, Services Ctr, Library) CONTRACT PERIOD: April 1, 2011 - March 31, 2016 REFERENCE TWO GOVERNMENT/COMPANY NAME: City of Plano LOCATION: City of Plano CONTACT PERSON AND TITLE: Joseph Weigel / Facilities Services Manager TELEPHONE ER: hw@plano.gov 972-941-5517/josep SCOPE OF WORK: Janitorial Services for 37 City own Facilities (City Hall, Police HQ & Jail, Recreation Ctr, Services Ctr, Library etc) CONTRACT PERIOD: May 2013 - April 2013 REFERENCE THREE GOVERNMENT/COMPANY NA DFW Airport LOCATION: DFW Airport CONTACT PERSON AND TITLE: Kofi Armardi / Facilities Coordinator TELEPHONE NUMBER: 972-973-6211 / karmardi@dfwairport.com SCOPE OF WORK: Janitorial Services for 28 Airport own Facilities ( Admin. Building, Fire Station, Police station & Jail, Operation ) _.._.. CONTRACT PERIOD: Oct. 2010 -Sept. 2015 PAGE 58 OF RFP #5317 EXHIBIT I I N 11 H Ref 'eren ces L iso :] DFW Afirl.)ort 2900 E. 28th St., DFW Airport, TX 75216 25 Non Public Building Annual Amount 404,432 Staffing: 22 Approx. Sq. Ft. 492,000 Servicing Since Oct 1, 2010 Present Contact Person Mr. Kofi Armardi / Custodial Coordinator E -Mail karmardi@dfwairport.com Phone No. P (972) 973-6211 F (972) 574-8677 City of Arlington 801 W, Main, Arlington, Texas 32 City of Arlington Facilities Annual Amount 4 7S„620 Staffing: 31 Approx. Sq. Ft. 480,000 Servicing Since Apirfl 1 , 2011 l:::Iresent Contact Person Janice K Hughes E -Mail janice.hughes@arlingtontx.gov Phone No. P (817) 459-6304 ...... .................... .. . .... .... . ....... ................................ ...... ............... . ... . ..... . ... . ........ ........ Geoirg() AllerCourt Hows�:' 600 Commerce, Dallas, TX 75202 Clinic, Office, Courts Annual Amount 35511,464 Staffing: 27 Approx. Sq. Ft. 600,000 Servicing Since 18May l, 2W0 [�'�esent 002 Teiiiin of 3 yrs Conti'w�J'11 Contact Person Ms. Sandra Gomez / Contract Manager E -Mail sgamez@dallascounty.org Phone No, (214) 653--6731 'I E)(AS WORKFORCE (3011MMISSU� 301 West 13th St., Fort Worth, TX 76102 Office, Parking Garage Annual Amount 49,536 Staffing: 4 Approx. Sq. Ft. 68,000 Servicing Since Sept 1, 2004 2009, Oct 1, 201 1 Present Contact Person Ms. Candace Kothmann / Building Manager E -Mail candace.kothmann@twc.state.tx.us Phone No. P (817) 420-1804 F (8117 420-1611 .......................... Uty of Gilaind ['Iraiiiie 318 W. Main St. Grand Prairie, TX 75050 Various City Owned 28 Bldg. Annual Amount 357,864 Staffing: 22 Approx. Sq. Ft. 308,000 Servicing Since Jars. 10, 2005 - i:'Iiiesent "4r Feiriiin of Sys Contiract” Contact Person Mr. Kurt R. Benson Facility Management E -Mail Kbenson@GPTX.org Phone No. P (972) 237-8072 F_(972)-237-8146 . . . . . . ................. .. . . . . ............. EXHIBIT I I N a ffi a fefer n II. list��] Fort Worth AH1 Center 11280 white Settlement road Fort Worth TX 76108 Annual Amount 43,680 Staffing: 5 Approx. Sq. Ft. 101,638 Servicing Since October 1 , 2011 Present 11114 yrs cointract" Contact Person Mr.Bobby French / Coordinator E -Mail bobby.j.french.ctr@mail.mil Phone No. P (501) 442-1811 F (972) 343-4023 'f"exasWoman's Ljn�versity TWU Department of University Housing Annual Amount 42,,000 Staffing: 10 Approx. Sq. Ft. 2.10„ 000 Servicing Since Jan 11, 2004 ��Iresent '" 3 U enin of 4 yii°s Contract" Contact Person Tonya Gilbeaux E -Mail tgilbeauxgtwu.edu Phone No. P (940) 898-3676 F (972) 973-5601 City of Pano 4850 E. 14th, Plano, TX 75074 37 City own Facilities Annual Amount 1,105,212 Staffing: 46 Approx. Sq. Ft. 1,064,06 1 Servicing Since May 1, 2013 ­ l�lreseint Contact Person Mr. Joseph Weigel E -Mail josephw@plano.gov Phone No. - - - --------- O (972) 941-5517 F J9Z2) II41-.. ..................... 1)0as Area Rapd Firar-esit Rail Operation Facilities, Fleet Services Facilities Annual Amount 474,720 Staffing: 27 Approx. Sq. Ft. 265:1000 Servicing Since Apii0 II , 201 II ireFeint 1112 Ucru iin of 3 yrs Coiiitractl' Contact Person Berry Pierces/Purchasing E -Mail BPiercegdart.org Phone No. (214) 749-2539Lj'22j1A4L)Z7A4q9:-:M3666 Univeiisity of North Texas Class room and Office Daily Cleanig Event Setup Annual Amount 67'11600 Staffing: 4 Approx. Sq. Ft. 65,000 Servicing Since 2'ct6ber 1, 2010 [�)Jjresent Contact Person Cynthia Hall E -Mail cynthia.hall@unt.edu Phone No. P 214) 752-8574� F 214) 752-8827 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES ATTACHMENT G CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a person Date Received who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the person meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. l Name of person who has a business relationship with local governmental entity. 2 ElCheck this box if you are filing an update to a previously tiled questionnaire. I I (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7"' business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) 3 Name of local government officer with whom filer has an employment or business relationship. Steve Gye Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the filer of the questionnaire? Yes xxNo B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? 0 Yes ® 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 10 percent or more? Yes 0xx No D. Describe each affiliation or business relationship. 4 w I 8-26-2013 0 1-11 Signature of pars n doing business with the governmental entity Date PAGE 59 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES ATTACHMENT H DISADVANTAGED BUSINESS UTILIZATION The City of Denton will ensure that purchases of equipment, materials, supplies, and /or services comply with Texas Local Government Code 252.0215, in regards to competitive requirements in relation to Disadvantaged Business Enterprises (DBE). The City will ensure that all procurement opportunities are cost effective, and contributable to the competitiveness of the City, and its customers. All Procurement activities will be conducted in an open and fair manner with equal opportunity provided for all qualified parties. The City of Denton will provide equal contracting opportunities as provided by State and Federal law to small business enterprises, Historically Underutilized Businesses, and Disadvantaged Business Enterprises. The City of Denton encourages all awarded Contractors to seek qualification as a DBE and/or utilize DBE's as sub -contractors, where feasible, to meet the overall intent of the legislation. Disadvantaeed Business Enterprises (DBE): are encouraged to participate in the City of Denton's procurement process. The Purchasing Department will provide additional clarification of specifications, assistance with Proposal Forms, and further explanation of procurement procedures to those DBEs who request it. Representatives from DBE companies should identify themselves as such and submit a copy of the Certification. The City recognizes the certifications of the State of Texas Building and Procurement Commission HUB Program. All companies seeking information concerning DBE certification are urged to contact. State of Texas HUB Program — TPASS Division PO Box 13047, Austin, TX 78711-3047 (512) 463-5872 or (888) 863-5881 or http://www.window.state.tx.us/procurement/pro /g hub/ Instructions: If your company is already certified, attach a copy of your certification to this form and return with the submission. If your company is not already certified, and could be considered as meeting certification requirements, please use the web link to obtain such. If you are submitting a response and plan to utilize DBE's, then use the form below to identify the business and include the business HUB certification. COMPANY NAME: REPRESENTATIVE: ADDRESS: CITY, STATE, ZIP: TELEPHONE NO. Indicate all that apply: FAX NO. Minority -Owned Business Enterprise Women -Owned Business Enterprise Disadvantaged Business Enterprise PAGE 60 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES ATTACHMENT I CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND THIS CONTRACT is made and entered into this between W day of A.D., 2013, by and a corporation, whose address 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 or services in accordance with the Supplier's proposal in response thereto, a copy of which is attached hereto and incorporated herein for all purposes as Exhibit "D". The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Request for Proposal (RFP # 5317 — Janitorial Services) (b) City of Denton Standard Terms and Conditions (Exhibit "A") (c) Special Terms and Conditions (Exhibit "B") (d) Form CIQ — Conflict of Interest Questionnaire (Exhibit "C"). (e) Supplier's Proposal. (Exhibit "D"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." PAGE 61 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. ATTEST: ATTEST: APPROVED AS TO FORM: Citvof Denton _.......................................................� __..._ OWNER (SEAL) CONTRACTOR MAILING ADDRESS PHONE NUMBER FAX NUMBER AUTHORIZED SIGNATURE PRINTED NAME, TITLE (SEAL) ANITA BURGESS, CITY ATTORNEY PAGE 62 OF RFP #5317 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES ATTACHMENT J ACKNOWLEDGEMENT THE STATE OF TEXAS COUNTY OF DENTON The undersigned agrees this RFP becomes the property of the City of Denton after the official opening. The undersigned affirms he has familiarized himself with the local conditions under which the work is to be performed; satisfied himself of the conditions of delivery, handling and storage of equipment and all other matters that may be incidental to the work, 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 Specifications. 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 Bidder, 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 1 et sea., and which arise under the antitrust laws of the State of Texas, Tex. Bus. & Com. Code, Section 15.01, et sea. The undersigned affirms that they have read and do understand the specifications and any attachments contained in 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: http://www.cityofdenton.com/index.aspx?page=397 to ensure they have downloaded and signed all addendum(s) required for submission with their proposal. Should a conflict arise between the PO, supplier terms, or contract; the terms and conditions set forth in this RFP shall prevail. 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. NAME AND ADDRESS OF COMPANY: AUTHOR IZ [ 44E PN ESIT 11`A I IVF: n Buildig Services, Inc. Signature _ ��;' Oriental ...._ WWW 2526 Manana Dr, # 208 Date August 26, 2013 Dallas, TX 75220 Tel. No. 469-522-0001 Email. obsco@msn.com PAGE 63 OF RFP #5317 Name Steve Gye Title President Fax No. 469-522-0003 CIMW$ONVON RFP FOR JANITORIAL SERVICES EXHIBIT 2 SCOPE OF WORK AND PRODUCT SPECIFICATIONS The scope of work and/or technical specifications shall be finalized upon the selection of the Contractor. The proposal submission shall have accurately described your understanding of the objectives and scope of the requested products and services and provided an outline of your process to implement the requirements of the scope of work and/or technical specification below. It is anticipated that the scope proposal submission will include, at a minimum, the following: GENERAL CONDITIONS Each proposer shall be held to have examined the areas and premises under consideration and confirms he fully understands these specifications and the City's needs and satisfies himself that he is cognizant of all factors relating to the requirements contained in these specifications as no extra charges or compensation will be allowed after the bids are opened.. Direct all technical questions and to arrange tours of each facility, contact the Facilities Management Representative, David Saltsman at 940-349-7200. Request for Proposal or specifications -related questions shall be e-mailed to Cindy Alonzo, Buyer at cynt,hia.alonzoED cityofdenton.com. Workers Hours, as shown on Exhibit 1 — Pricing Sheet, is defined as the estimated time it takes an average person to satisfactorily clean the designated area. A. SUPPLIES Sustainability is of the utmost importance to the City of Denton. The City of Denton will require Green Cleaning Practices, using proper equipment, cleaning products and consumables and/or meet the City needs. 1. Contractor will agree to provide all necessary cleaning supplies and equipment as may be required to perform the cleaning assignments outlined in the bid specifications. Contractor will use Green chemicals approved by EPA standards and if awarded will provide detailed information on products to be used. A quaternary -based disinfectant will be used where disinfectant is specified. Disinfectant will be applied per manufacturer's instruction. 2. If awarded, the Contractor will furnish paper towels, toilet paper, hand soap and deodorizers. Paper towels will be white multi -fold or rolled, an appropriate type and weight to dispense easily from holder. Toilet tissue will be two (2) ply. City buildings have a variety of hand soap dispensers and types of soap for the dispensers. The Contractor will be responsible for providing the appropriate hand soap for the dispensers, such as Dermapro, foaming, or equivalent. Contractor will furnish all trash liners. PAGE 1 OF RFP 5317 EXHIBIT 2 C1 WGWON RFP FOR JANITORIAL SERVICES 3. All Contractor -furnished supplies and materials shall be appropriate size and quantity, to be determined by the City of Denton. All Contractor furnished supplies and materials shall be of the highest quality. No additional charges shall be made to the City for these items. 4. Contractor will provide MSDS sheets for all cleaning supplies. B. PERSONNEL 1. T1~IERE WILL BE NO SUBCONTRACTING OF CONTI ACTMT CLEANING. 2. The Contractor will provide a daytime contact person at a supervisory/management level. This person will have inspections and conversations with each assigned facility representative monthly minimal or more often if needed. 3. Due to the travel from building to building, one or more rover supervisors will be required to insure security and quality work at night. 4. Contract staff will lock and secure all doors and turn off all lights before leaving their job site(s). 5. Contract staff will not prop open any locked/secured doors. 6. The Contractor shall provide a list of employees (by name) who will work at the City of Denton. Beside each name, list their auto insurance company if they will be using their autos to transport paper goods, or other equipment on City property and public streets and/or roadways. 7. The Contractor shall provide a list of supervisor's names and their respective telephone and pager numbers. 8. The Contractor shall provide a list of employees who will have keys/cards for entering buildings and shall denote which employee(s) have access to which buildings. 9. The Contractor shall insure that daytime staff and supervisors can speak, read, and write fluent English. 10. No person under eighteen (18) years of age may perform janitorial work. No person under eighteen (18) years of age may accompany janitor while janitorial work is being performed. PAGE 2 OF RFP 5317 EXHIBIT 2 CIl]B�NtON RFP FOR JANITORIAL SERVICES 11. All Contractor's staff must have picture I.D. badges, provided by the City of Denton, on while on City property. C. BACKGROUND CHECKS Upon award of the contract, the selected Contractor's custodians, supervisors, and floor cleaners, who will be assigned to work in the City of Denton buildings, shall be required to pass a criminal background and social security number validity checks. The background check clearance documentation shall be provided to the contract administrator for review. The cost of these shall be included in the Contractor's proposal. As the custodians, supervisors, and floor cleaners are replaced throughout the term of the contract, the Contractor shall provide clearance documentation to the contract administrator. The Contractor's staff will not be authorized to work on City premises until approval is granted by the contract administrator. The Contractor shall be responsible for all costs associated with these background checks performed for the replacements. The City shall conduct additional background checks for the selected Contractor's custodians, supervisors, and floor cleaners, who will be assigned to certain areas of the City. The additional background checks shall include checks conducted by the following agencies: Federal Bureau of Investigations (FBI), Texas Law Enforcement Telecommunications Systems (TLETS), and North American Electric Reliability Commission (NERC). Exhibit 1 of the Request for Proposal indicates which areas and positions that require these additional background checks. The City shall be responsible for the costs of the initial FBI, TLETS, and NERC background checks performed, upon the award of the contract by City Council. As the assigned employees are replaced with new employees throughout the term of the contract, the Contractor shall be responsible for paying for the costs to perform the FBI, TLETS, and NERC background checks for the new employees. The City shall conduct all FBI, TLETS, and NERC background checks. The City reserves the right, at its discretion, to bill the Contractor upon employee replacement or re -assignment for the performance of background checks. The Contractor's staff will not be authorized to work on City premises until approval is granted by the contract administrator. D. QUALITY ASSURANCE The Contractor will complete a monthly, quarterly, and annual job assignment schedule before beginning the contract. The schedule form will be provided by the Contractor. A copy of the schedule will be given to the City. 2. Each night before cleaning the building the janitorial staff will review the previous night's checklist and correct any deficiencies noted by City of Denton staff. 3. The janitorial staff will complete a checklist nightly indicating the work completed. PAGE 3 OF RFP 5317 EXHIBIT 2 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES JANITORIAL DUTIES ALL BUILDINGS A. DAILY 1. Remove all trash and replace liners. 2. Vacuum all rugs and carpeted areas, spot clean carpet as needed.„ 3, Sweep/dust mop floors and wet mop floor coverings as specified. 4. Feather dust and wipe with cloth all furniture and equipment. 5. Wipe clean all entry/exit glass, sidelights, glass partitions, and inside glass and glass doors, and building directories. 6. Spot clean all soil and finger marks from walls, light switches, metalwork. 7. Wipe clean and disinfect all water fountains, break room tables, kitchen counters. 8. Refill all paper towels, toilet tissue and soap dispensers. 9. Clean and disinfect walls, floors, and equipment in restrooms. 10. Sweep and remove all waste materials from open storage areas 11. Sweep clean doormats. 12. Clean Communication/Computer areas and Jail as specified. 13. Secure doors and turn out lights. 14. Disinfect, but never wax, all ceramic the floors and walls, doors, doorframes, and conference tables, and B. DAILY- EXTERIOR AREAS 1. Clean the exterior building entries including landing in front of the doors, glass, walls, ceiling, lighting, signs, and smoking receptacles. 2. Screen all sand urns and replenish sand as required. 3. Pick up any trash, sweep and mop. 4. Empty and damp wipe all ashtrays and ash receptacles. 5. Sweep and mop landings. C. WEEKLY (Completed by Tuesday at 8:00 a.m.) 1. Edge vacuum, move furniture as needed weekly. 2. Spray buff floors weekly. 3. Wipe clean and disinfect all telephones weekly. 4. Surface -clean all appliances in kitchen areas. 5. Clean Communications/Computer areas and Jail as specified. 6. Vacuum upholstered chairs/couches. D. MONTHLY (Completed by 3rd Tuesday of each month at 8:00a.m.) 1. Scrub and re -wax floors monthly (as needed or requested). 2. Dust with cloth and clean Venetian, vertical, and mini blinds. steps, exterior 3. Dust with cloth and canister vacuum the exterior of lighting fixtures, ceiling fans, air diffusers, return grills, louvers, baseboards, and ledges. 4. Wash all corridor, vestibule and elevator doors and frames; clean and polish all door hardware and unpainted metalwork (mail depository, signs, and lettering). 5. Dust all surfaces not reached in daily cleaning (windowframes, curtain pockets, etc.). 6. Dust all pictures, frames, chart boards, clocks, and similar wall hangings. 7. Wash all exterior doorframes and remove all dirt and cobwebs from entry areas. 8. Dust all woodwork, wood walls, railings, chair rails, trim, and hanging signs. PAGE 4 OF RFP 5317 EXHIBIT 2 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES 9. Vacuum beneath plastic carpet protectors. 10. Pour five (5) gallons of hot water down all floor drains monthly. 11. Clean Communications/Common areas and Jail as specified. E. QUARTERLY Com leted b 10/15 1/15,4/15 and 7/15 1. Strip and wax all resilient flooring. 2, Strip, wash, wax, and buff resilient flooring, including all hallways. Ceramic tile floors/walls do not get waxed. 3„ Dust and clean Venetian, vertical, and mini blinds. 4. Dust the exterior of lighting fixtures, air diffusers, return grills, and louvers. 5. Wash all corridor, vestibule and elevator doors and frames; clean and polish all door hardware and unpainted metalwork (mail depository, signs, and lettering.) 6. Dust all surfaces not reached in daily cleaning (window frames, curtain pockets, etc.) 7. Dust all pictures, frames, chart boards, and similar wall hangings. 8. Wash all inside glass and glass doors. 9. Provide written schedule for numbers 1, 3 & 6. LOBBIES, OFFICE AREAS, CONFERENCE ROOMS, AND LIBRARIES A. DAILY 1. Ensure entrance lobbies and public areas are clean and free from litter. 2. During inclement weather mop or vacuum rubber mats and/or carpet runners. 3. Empty wastebaskets and replace liner daily. Remove waste paper and other waste materials. 4. Remove finger marks from glass doors, sidelights, and inside/outside of all glass entry/exit doors. 5. Thoroughlydust and wipe clean all furniture (such as desk tops and table tops), files, windowsills, and counters. 6. Wash, wipe clean, and disinfect all drinking fountains. 7. Dust and wipe clean all plastic, vinyl, or leather covered chairs. 8. Move light furniture other than desks, files, etc., prior to sweeping or vacuuming floors; replace furniture upon completion. 9. Vacuum all rugs and carpeted areas and wet mop tile floor areas every day. Spot clean carpet as needed. Thoroughly vacuum all carpeted stairs. 10. Spot clean soil and finger marks from painted or washable surfaces. 11. Library shelving -dust at least one range of shelving nightly until entire stacks are cleaned and then begin the process over. 12. Clean underneath Library book stacks, dust extensions on ends and panels behind book stacks. 13. Dust and wipe clean Library magazine shelving. 14. Secure doors and turn lights out. 15. Secure all interior and exterior doors and turn out lights. Set the security alarm if applicable. B. WEEKLY (Completed by Tuesday at 8:00a.m.) 1. Spray buff floors. 2. Clean all glass furniture tops. 3. Canister edge vacuum, move furniture as needed. PAGE 5 OF RFP 5317 EXHIBIT 2 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES 4. Wipe clean and disinfect all telephones. 5. Vacuum upholstered chairs/couches. C. MONTHLY (Completed by 3rd Tuesday of each month at 8:00 a.m.) 1. Scrub and re -wax floors. 2. Dust with cloth Venetian, vertical, and mini blinds. 3. Dust with cloth and canister vacuum the exterior of light fixtures, ceiling fans, air diffusers, return grills, louver, baseboards, and ledges. 4. Wash and remove all finger marks and soil from doors, doorjambs, walls, and elevator doors with particular attention to areas surrounding light switches and drinking fountains. 5. Clean and polish all door hardware and unpainted metalwork. 6. Dust all surfaces not reached in daily cleaning (window frames, curtain pockets, etc.). 7. Dust all pictures, frames, chart boards, clocks, and similar wall hangings. 8. Dust all woodwork, woodcarvings, railings, chair rails, trim, and hanging signs. 9. Vacuum beneath plastic carpet protectors. 10. Clean Library fireplace, clean and polish all brass work and fireplace tools. D. QUARTERLY Com leted by 10/15,1/15, 4/15 and 7/15 1. Strip and wax all resilient flooring. ELEVATORS/CORRIDORS/UTILITY ROOMS/SERVICE CLOSETS A. DAILY 1. Dust and wipe clean, using disinfectant, elevator entrance doors and frames, hose cabinets, etc. 2. Dust and wipe clean all counters and tables used by public. 3. Remove finger marks from glass entryways, doors, and partitions. 4. Spot clean soil and finger marks from painted or washable surfaces. 5. Sweep and mop all resilient flooring. 6. Spot clean all vinyl furniture. 7. Vacuum all rugs and carpeted areas, spot clean carpet. 8. Clean and maintain, in an orderly condition, all utility rooms and service closets. Store cleaning materials, supplies, and cleaning equipment neatly, in a lawful manner, and in full compliance with the Owner's insurance requirements. 9. Sweep and mop with soap and/or disinfectant all tile floors. B. WEEKLY (Completed by Tuesday at 8:00 a.m.) 1. Sweep and dust mop all uncarpeted areas. Spray buff traffic areas of resilient tile flooring, to continually maintain resilient flooring. C. MONTHLYCompleted b 3rd Tuesda of each month at 8:OOa.m. 1. Remove all finger marks and soil from doors, doorjambs, and walls with particular attention to areas surrounding light switches and drinking fountains. 2. Thoroughly clean, vacuum, and spot clean upholstered furniture. 3. Clean ceiling fan blades. PAGE 6 OF RFP 5317 EXHIBIT 2 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES INTERIOR STAIRWAYS A. DAILY 1. Remove litter from stairs and stair landings. Sweep clean every night. B. WEEKLY (Completed by Tuesday at 8:00a.m.) 1. Sweep and wet mop stairs and landing. 2. Wipe clean, using disinfectant, all handrails and walls adjacent to handrails. C. MONTHLY (Completed by 3rd Tuesday of each month at 8:00a.m.) 1. Dust and wash tread, risers, stringers, base, spindles, and newels. 2. Dust and wipe clean hose racks, risers, piping, and fitting. 3. Remove all finger marks and soil from doors and doorframes. 4. Dust and wipe clean doors and doorframes and polish all unpainted hardware. 5. Dust and wash soffits of stairs and stair landings. 6. Dust exterior of lighting fixtures, signs, etc. CREW ROOMS A. DAILY 1. Sweep and wet mop floors. 2. Remove all finger marks and soil from doors, doorjambs, and walls. 3. Clean interior glass, windows, clean and disinfect water fountains. 4. Spot clean and vacuum carpet as applicable. 5. Empty wastebaskets, wipe down and replace liners. 6. Wipe down all table tops. B. WEEKLY (Completed by Tuesday at 8:00a.m.) 1. Spray buff resilient flooring weekly. C. MONTHLY (Completed by 3rd Tuesday of each month at 8:00 a.m.) 1. Scrub and re -wax floors monthly. 2. Perform all high and low dusting. D. QUARTERLY Com leted b 10/15 1/15 4115 and 7/15 1. Strip and wax all resilient flooring. PAGE 7 OF RFP 5317 EXHIBIT 2 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES COMMUNICATIONS/ 911 /COMPUTER AREAS Computer areas can be defined as those where access is limited to specified personnel and generally controlled with locked doors requiring special key or key card for entry. The area will usually have a raised floor and will contain electronic equipment. Only approved building receptacles are to be used when connecting any electrical applicant to power. NOTE: Communications/Com uter/Restricted areas _only: Access is allowed during the day for cleaning; no access is allowed at night unless authorized, and person assigned to clean these areas must have the followin_q back round checks: FBI TLETS and NERC. A. DAILY 1. Empty wastepaper and carbon bins. Replace the liner daily. 2. Raised floor should be dry -mopped. Never wax raised floor or use harsh abrasive or steel wool for cleaning. A damp mop may be used for removing spills. 3. Dust and wipe clean all furniture, files, and tops of computing equipment. Only a dust absorbent cloth maybe used. Never use a feather duster. 4. Dust doors and trim within reach. 5. Clean all glass furniture tops. 6. Remove finger marks from glass doors and sidelights. 7. Dust and wipe clean all plastic, vinyl, or leather covered chairs. 8. Move light furniture other than desks, files, etc. prior to mopping; replace furniture upon completion. 9. Sweep and mop floor areas and all rubber ramp areas nightly. B. WEEKLY (Completed by Tuesday at 8:00 a.m. 1. Scrub mop, with a damp mop, floors in Communication areas. C. MONTHLY (Completed by 3rd Tuesday of each month at 8:00a.m. 1. Remove all finger marks and soil from doors, doorjambs, and walls with particular attention to areas surrounding light switches. 2. Wash all partition glass and glass doors. 3. Scrub and wax floors in Communications area. D. QUARTERLY (Completed by 10/15,1/15,4/15 and 7/15) 1. Strip and wax all resilient flooring. E. SEMI-ANNUALLY (Completed on 10/15 and 3/15) 1. Vacuum beneath raised floor area. Coordinate with: Facilities Management Representative- David Saltsman- Police Department/ Technology Services Department- Bobbie Arashiro PAGE 8 OF RFP 5317 EXHIBIT 2 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES JAIL AREA A. DAILY 1. Collect trash, sweep and mop with disinfectant all individual jail cells as well as all common areas of the jail. 2. Clean and disinfect toilets in each jail cell. 3. Wipe down mattresses in jail cells with disinfectant. 4. Clean and disinfect shower stalls. 5. Check detoxification (drunk) tank, clean and disinfect floors and walls daily. 6. Sweep and mop kitchen area. 7. Clean all glass windows and disinfect counter tops, including attorney's booth, entry desk and fingerprint counter. 8. Maintain an adequate supply of toilet paper in each cell. 9. Fill soap dispenser as needed. 10. Sweep and mop floors in visitation areas. 11. Clean other areas not listed that may be required by the jailers. B. WEEKLY (Completed by Tuesday at 8:00 a.m. 1. Spray and buff all tile floors in jail area. C. MONTHLY (Completed by 3rd Tuesday of each month at 8:09a.m. 1. Scrub and re -wax floors monthly D. QUARTERLY (Completed by 10/15,1/15,4/15 and 7/15) 1. Strip and wax all resilient flooring. SALLY PORT IN POLICE DEPARTMENT AT CITY HALL EAST A. DAILY 1. Sweep clean of debris daily. 2. Empty wastepaper and replace the liner. B. WEEKLY (Completed by Tuesdayat 8:00 a.m.) 1. Mop and remove any drip spots left by vehicles. CONFERENCE ROOMS/MULTI-PURPOSE ROOMS/CRAFT ROOMS A. DAILY 1. Empty wastebaskets and replace liner daily. materials. 2. Remove finger marks from glass doors, sidelights doors. 3. Wash all drinking fountains. Remove waste paper and other waste and inside/outside of all glass entry/exit 4. Dust and wipe clean all furniture, plastic, vinyl, or leather covered chairs. 5. Move light furniture other than desks, files, etc., prior to sweeping or vacuuming floors; replace furniture upon completion. PAGE 29 OF RFP 5317 EXHIBIT 2 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES 6. Vacuum all rugs and carpeted areas and dust mop tile floor areas every day. Spot clean car et as needed. 7. Spot clean soil and finger marks from painted or washable surfaces. 8. Secure all interior and exterior doors and turn out lights. Set security alarm. 9. Mop all VCT floors and tile floors. 10. Disinfect, but never wax, all ceramic the floors and walls. B. WEEKLY (Completed by Tuesday at 8:OOa.m. 1. Thoroughly dust and wipe clean all furniture (such as desk tops/tabletops) files, telephones, windowsills, and counters. 2. Clean all glass furniture tops. 3. Spray buff tile floors. C. MONTHLY (Completed by 3rd Tuesday of each month at 8:00 a.m.) 1. Dust doors, chair rails, and trim within reach. 2. Dust and wipe clean all unpainted metalwork. 3. Remove all finger marks and soil from doors, doorjambs, and walls with particular attention to areas surrounding light switches and drinking fountains. 4. Clean all interior partition glass. 5. Vacuum beneath plastic carpet protectors. 6. Thoroughly clean and vacuum all upholstered furniture. REST ROOMS A. DAILY 1. Scour, wash, and disinfect all lavatories, showers, water closets, and urinals. 2. Wash, disinfect, and wipe dry both sides of all toilet seats. 3. Wash and polish all mirrors, powder shelves, and unpainted metalwork including hardware, flush valves, piping, etc. 4. Remove all graffiti. 5. Wipe clean all toilet tissue, paper towel, soap, and sanitary napkin dispensers. 6. Empty paper towel and sanitary napkin disposal units. 7. Remove waste paper and other waste materials. 8. Refill all toilet tissue, paper towel, and soap dispensers. 9. Sweep, mop, and disinfect all floors and bases. B. MONTHLY Com leted b 3rd Tuesda of each month at 8:00 a.m. T. Wash tile wall surfaces subject to splashing. 2. Wash and polish all wall tile, toilet stalls, and partitions. 3. Machine scrub and disinfect all floors and 4" bases. 4. Dust and wipe clean all corridor and vestibule entrance doors, toilet stalls, and partitions, including areas behind commodes and urinals. 5. Pourfive (5) gallons of water monthly down floor drains to prevent sewer gas backup. PAGE 30 OF RFP 5317 EXHIBIT 2 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES RECEPTION AREAS/SUN ROOM/LIVING AREAS A. DAILY 1. Dust walls within reach. 2. Spot clean finger marks and soil on walls. 3. Wash glass doors, both sides, glass partitions and glass entryways. 4. Wipe clean all glass side lights and glass walls. 5. Dust and wipe clean all telephones, telephones booths, counter tops, etc. 6. Sweep and mop floors; protect base during floor washing to avoid staining. 7. Wash glass of building directory. 8. Wash and disinfect all drinking fountains (interior and exterior). 9. Empty wastebaskets and replace liner daily. 10. Vacuum carpets and doormats, spot clean carpets. B. WEEKLY (Completed by Tuesday at 8:00 a.m.) 1. Thoroughly dust and wipe clean all furniture (such as desk tops/table tops) files, telephones, windowsills, and counters. 2. Clean all glass furniture tops. 3. Spray buff tile floors. C. MONTHLY (Completed by 3rd Tuesday of each month at 8:00 a.m.) 1. Wash painted doors, doorframes, and walls. 2. Clean and polish all unpainted metalwork (doors and frames, mail depository, signs, and lettering). 3. Dust exterior surface of lighting fixture, air diffusers, return grills and louvers. 4. Dust all surfaces not reached in daily cleaning including ceilings. 5. Machine scrub/wax VCT tile floors. BREAK ROOMS/GAME ROOMS/ACTIVITY ROOMS/CLASS ROOMS/KITCHEN AREAS A. DAILY 1. Wipe and disinfect tabletops. 2. Clean sink and appliances. Inside of sinks will be scrubbed when empty. Janitors will not be responsible washing dishes or other items in the sink. 3. Clean and disinfect water fountain. 4. Sweep and mop floor with soap and/or disinfectant. 5. Empty wastebaskets, wipe down, and replace liners. 6. Wipe, and remove spots from counter. 7. Wash all inside glass and glass doors. 8. Fill paper towel dispensers. 9. Wipe clean mirrors. 10. Spot clean carpet. B. WEEKLY (Completed by Tuesday at 8:00 a.m.) 1. Surface clean refrigerator, ranges, icemaker and microwave. 2. Vacuum carpet. PAGE 31 OF RFP 5317 EXHIBIT 2 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES 3. Remove all finger marks and soil from doors, doorjambs, and walls with particular attention to areas surrounding light switches and drinking fountains. 4. Spray buff floors. C. MONTHLY (Completed by 3rd Tuesday of each month at 8:00 a.m. 1. Scrub and re -wax floors D. QUARTERLY (Completed by 10/15,1/15, 4/15 and 7115) 1. Strip and wax all resilient flooring. GYMNASIUMSIWEIGHT ROOMS *Any facility where a gym is located, the gym is to be maintained by the janitorial vendor even if it is not indicated on the checklist for the particular complex. A. DAILY 1. Dust mop floors. 2. Remove all finger marks and soil from doors, doorjambs, and walls. 3. Clean interior glass, windows, and water fountains. 4. Spot/wet mop spills with soap and water or disinfectant, etc. 5. Empty wastebaskets, wipe down, and replace liners. 6. Mop black sport floor in weight room with manufacturer's recommended cleaner. B. WEEKLY Com leted bTuesday at 8:00 a.m. 1. Wet mop (or scrub) floor surface per manufacturer's requirements; spray buff where required. Wax where required. 2. Wipe down bleachers and clean under them. C. MONTHLY (Completed by 3rd Tuesday of each month at 8:00 a.m.) 1. Apply wax and/or conditions required by floor manufacturer. 2. Perform all high and low dusting. 3. Maintain wood floors and wall carpet. 4. Vacuum/remove stains from wall carpet. CARPET CLEANING All carpet will be cleaned per carpet manufacturers specification by an agreed upon carpet schedule up to two (2) times a year at the price bid herein. A schedule for carpet cleaning will be provided to Facilities Management within two (2) weeks from award of bid. If carpet is not cleaned satisfactorily in month when scheduled, an outside contractor will be brought in, with the price difference being billed to the bid contractor. All interior carpet will be spot cleaned daily. Contractor to provide a method of verifying that cleaning was completed to manufacturer's specifications. PAGE 32 OF RFP 5317 EXHIBIT 2 ChVWR NITON RFP FOR JANITORIAL SERVICES Civic Center Specifications Monday -Friday Cleanin DAILY Office Areas Empty wastebaskets/trash cans and replace liners. Take recycled materials to blue recycle dumpster in the loading dock parking lot. Vacuum office floors (move light furniture, return furniture). Spot clean carpet as needed. Clean soil and finger marks from all washable surfaces (i.e., windows, door panels).. Kitchen Wipe clean all stainless surfaces. Sweep and wet mop floor (use disinfectant) Empty trash receptacles and replace liners. Wipe clean all appliances (stove, microwave, ice machine,etc.). Restrooms Scour, wash, and disinfect all lavatories, urinals, and toilet stalls. Disinfect and wipe dry both sides of all toilet seats and entire toilet fixture. Polish all mirrors. Wash hardware, flush valves and pipes. Remove all gum, graffiti Wipe clean toilet tissue, paper towel, soap, and napkin dispensers. Remove waste paper and replace liner. Refill toilet tissue, paper towel, and soap dispensers. Lock toilet tissue, paper towel, and soap dispensers. Sweep and wet mop floors (use disinfectant). Lobby/Reception Area, Conference Room, Copier Room Clean glass in Lobby/Reception area. Clean all glass doors and all counters. Dust mop and wet mop flooring in Lobby area. Dust wall areas within reach and banisters. Empty trash cans and replace liners. Take recycled materials to blue recycle dumpster in the loading dock parking lot. Vacuum all door mats. Remove gum, candy from floors. Vacuum floors and spot clean carpets. Sweep and wet mop all brick floors. Community Room/Back Area Meetina RoomsNestibule Empty waste baskets/trash cans and replace liners. Vacuum floors (move chairs as needed, return to original set-up). Spot clean carpet as needed. Dust wallboards, AN equipment, tables and chairs. Dust and clean soil and finger marks from all washable surfaces (i.e., windows, door panels). Lock all meeting rooms after cleaning is completed to ensure ALL equipment is secure. Turn off all lights. PAGE 33 OF RFP 5317 EXHIBIT 2 CIATON RFP FOR JANITORIAL SERVICES Rotunda Remove all gum, candy, and marks from floor. Sweep, dust mop, and wet mop floor with soap and water and buff if needed. Empty trash cans and replace liners. Wash trash cans with soap and water weekly. Wipe clean glass and remove fingerprints from Building Attendant office. Wipe clean kick plates on dock doors. Wipe clean wooden benches. Track Wipe clean, disinfect, and polish all drinking fountains. Vacuum flooring and spot clean. Dust rails and all reachable areas, including lights. Empty trash can and replace liner. Vending Wipe clean, disinfect, and polish drinking fountain. Dust mop and wet mop floor with soap and water. Wipe clean glass door. Wipe clean and dust vending machines. Wipe clean wooden benches. Dust doorway entrances to vending area. Elevator Vacuum floor. Dust walls and operations panel. Wipe clean walls weekly. Clean doors inside and out on all 3 floors, Stairwells Remove litter from stairs and stair landings. Remove gum and candy from stairs and landings, Sweep clean every night. Building/Center Cleaning is to be done after 11 p.m. Monday- Friday. Provide all supplies and equipment necessary to clean the facility. Check porches/sidewalks and sweep to curb. Clean front glass at vestibules. Securely close and lock all interior and exterior doors. Turn off all lights and fans except the outdoor facility main entrance lights. Correctly reset all alarms/security systems. WEEKLY Spray buff all floors. Check walls for spots and remove spots. Clean all trash cans and wash. Dust hand rails. Dust fire extinguishers. PAGE 34 OF RFP 5317 EXHIBIT 2 Cffl�ATON RFP FOR JANITORIAL SERVICES Wet mop all stairs and landings with soap and water. Wipe clean all handrails. MONTHLY Dust doors, chair rails, shelving, and trim within reach. Wipe clean entrance doors and toilet stalls. Machine scrub and disinfect restroom floors. Machine scrub and buff auditorium floor. Remove all finger marks and soil from doors, doorjambs, and walls. Clean all doors and wood (furniture polish should be used when needed). Sweep/clean NC Room. SEMI- ANNUALLY Strip, wash, wax, and buff resilient flooring, including all hallways. Dust and clean venetian, vertical, and mini -blinds. Dust the exterior of light fixtures, air diffusers, return grills, and louvers. Clean and polish all door hardware and unpainted metalwork (mail depository, signs, and lettering). Dust all pictures, frames, chart boards, and similar wall hangings. Wash all inside glass and glass doors. JULY 4 and DECEMBER 23 Steam (extract clean) all carpets. Strip auditorium floor and re -wax. Sweep NC storage room. Dust all surfaces in NC storage room PAGE 35 OF RFP 5317 EXHIBIT 2 CIWMfiON RFP FOR JANITORIAL SERVICES EXHIBIT 2 - ADDITIONAL FACILITIES DENTON MUNICIPAL ELECTRIC (DME) ONLY SCOPE OF WORK AND PRODUCT SPECIFICATIONS Note: The specifications and scope of work for the DME facilities are in addition to the scope of work and specifications as shown on pages 1 — 35 of Exhibit 2. DME staff shall have the option to utilize the contract for janitorial services at its discretion. The scope of work and/or technical specifications shall be finalized upon the selection of the Contractor. The proposal submission shall have accurately described your understanding of the objectives and scope of the requested products and services and provided an outline of your process to implement the requirements of the scope of work and/or technical specification below. It is anticipated that the scope proposal submission will include, at a minimum, the following: GENERAL CONDITIONS Each proposer shall be held to have examined the areas and premises under consideration and confirms he fully understands these specifications and the City's needs and satisfies himself that he is cognizant of all factors relating to the requirements contained in these specifications as no extra charges or compensation will be allowed after the bids are opened, Direct all technical questions and to arrange tours of each facility, contact the Facilities Management Representative, David Saltsman at 940-349-7200. Request for Proposal or specifications -related questions shall be e-mailed to Cindy Alonzo, Buyer at cynthia.alonzo(@cityofdenton.com. Workers Hours, as shown on Exhibit 1 — Pricing Sheet, is defined as the estimated time it takes an average person to satisfactorily clean the designated area. A. SUPPLIES Sustainability is of the utmost importance to the City of Denton. The City of Denton will require Green Cleaning Practices, using proper equipment, cleaning products and consumables and/or meet the City needs. Contractor will agree to provide all necessary cleaning supplies and equipment as may be required to perform the cleaning assignments outlined in the bid specifications. Contractor well use Green chemicals a ..lEPA standards and if awarded. will a roved b provide detailed information on products to be used. A quaternary -based disinfectant will be used where disinfectant is specified.. Disinfectant will be applied per manufacturer's instruction. 2. If awarded, the Contractor will furnish paper towels, toilet paper, hand soap and deodorizers. Paper towels will be white multi -fold or rolled; however, the DME campus PAGE 36 OF RFP 5317 EXHIBIT 2 CI*NWWIfiON RFP FOR JANITORIAL SERVICES building supplies shall be the appropriate Enmotion type of paper towels that fit our existing dispensers.. Toilet tissue shall be two (2) ply and the DME campus buildings will only use Angel soft compact tissue.. City buildings have a variety of hand soap dispensers and types of soap for the dispensers and the contractor shall supply the appropriate type that is presently utilized in all City buildings. The Contractor will be responsible for providing the appropriate sanitizing hand soap for the dispensers, such as Dermapro, foaming, or equivalent. Contractor will furnish all trash liners. 3. All Contractor -furnished supplies and materials shall be appropriate size and quantity, to be determined by the City of Denton. All Contractor furnished supplies and materials shall be of the highest quality. No additional charges shall be made to the City for these items. Contractor will provide MSDS sheets for all cleaning supplies. B. PERSONNEL 1. THERE WILL BE NO SUBCONTRACTING. OF CONTRACT CLEANING. 2. The selected Contractor is encouraged to interview and consider utilizing the existing cleaning personnel that DME is using thru existing their current temporary services agency. 3. The Contractor will provide a daytime contact person at a supervisory/management level. This person will have inspections and conversations with each assigned facility representative monthly minimal or more often if needed. 4. Due to the travel from building to building, one or more rover supervisors will be required to insure security and quality work at night. 5. Contract staff will lock and secure all doors and turn off all lights before leaving their job site(s). 6. Contract staff will not prop open any locked/secured doors. 7. The Contractor shall provide a list of employees (by name) who will work at the City of Denton. Beside each name, list their auto insurance company if they will be using their autos to transport paper goods, or other equipment on City property and public streets and/or roadways. 8. The Contractor shall provide a list of supervisor's names and their respective telephone and pager numbers. 9. The Contractor shall provide a list of employees who will have keys/cards for entering buildings and shall denote which employee(s) have access to which buildings. PAGE 37 OF RFP 5317 EXHIBIT 2 CI7 WN' tON RFP FOR JANITORIAL SERVICES 10. The Contractor shall insure that daytime staff and supervisors can speak, read, and write fluent English. 11. No person under eighteen (18) years of age may perform janitorial work. No person under eighteen (18) years of age may accompany janitor while janitorial work is being performed. 12. All Contractor's staff must have picture I.D. badges, provided by the City of Denton, on while on City property. 13. Should the DME facility buildings be among the facilities that are selected by DME and the City of Denton to fall under this contract, then at any point should DME or the City of Denton encounter an issue or have concerns with any individual Contractor employee or the manner in which they are attempting to perform their duties, DME and/or the City of Denton retain the right to immediately suspend the cleaning activities and request a Contractor supervisor to resolve the issue or replace their cleaning employee. C. BACKGROUND CHECKS Upon award of the contract, the selected Contractor's custodians, supervisors, and floor cleaners, who will be assigned to work in the City of Denton buildings, shall be required to pass a criminal background and social security number validity checks. The background check clearance documentation shall be provided to the contract administrator for review. The cost of these shall be included in the Contractor's proposal. As the custodians, supervisors, and floor cleaners are replaced throughout the term of the contract, the Contractor shall provide clearance documentation to the contract administrator. The Contractor's staff will not be authorized to work on City premises until approval is granted by the contract administrator. The Contractor shall be responsible for all costs associated with these background checks performed for the replacements. The City shall conduct additional background checks for the selected Contractor's custodians, supervisors, and floor cleaners, who will be assigned to certain areas of the City. The additional background checks shall include checks conducted by the following agencies: Federal Bureau of Investigations (FBI), Texas Law Enforcement Telecommunications Systems (TLETS), and North American Electric Reliability Commission (NERC). Exhibit 1 of the Request for Proposal indicates which areas and positions that require these additional background checks. The City shall be responsible for the costs of the initial FBI, TLETS, and NERC background checks performed, upon the award of the contract by City Council. As the assigned employees are replaced with new employees throughout the term of the contract, the Contractor shall be responsible for paying for the costs to perform the FBI, TLETS, and NERC background checks for the new employees. The City shall conduct all FBI, TLETS, and NERC background checks. The City reserves the right, at its discretion, to bill the Contractor upon employee replacement or re -assignment for the performance of background checks. The Contractor's staff will not be authorized to work on City premises until approval is granted by the contract administrator. PAGE 38 OF RFP 5317 EXHIBIT 2 CIWWBMTON RFP FOR JANITORIAL SERVICES All DME Physical Security Perimeter (PSP) Areas can not be entered nor cleaned until at least two NERC certified System Operators on on duty and they are not currently engaged in electrical restoration activities. The cleaning personnel will be required to sign in, be escorted through out the cleaning activities and then sign out upon entry of the PSP areas. Should two DME NERC operators are not be available, then the cleaning personnel will be required to check back at a later time that day until time is available for DME to escort the cleaning personnel. D. QUALITY ASSURANCE 1. The Contractor will complete a monthly, quarterly, and annual job assignment schedule before beginning the contract. The schedule form will be provided by the Contractor. A copy of the schedule will be given to the City. 2. Each night before cleaning the building the janitorial staff will review the previous night's checklist and correct any deficiencies noted by City of Denton staff. 3. The janitorial staff will complete a checklist nightly indicating the work completed. PAGE 39 OF RFP 5317 EXHIBIT 2 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES JANITORIAL DUTIES ALL DME BUILDINGS A. DAILY 1. Remove all trash and replace liners. 2. Vacuum all rugs and carpeted areas, spot clean carpet as needed. 3. Sweep/dust mop floors and wet mop floor coverings as specified. 4. Feather dust and wipe with cloth all furniture and equipment. 5. Wipe clean all entry/exit glass, sidelights, glass partitions, and inside glass and glass doors, and building directories. 6. Spot clean all soil and finger marks from walls, light switches, doors, doorframes, and metalwork. 7. Wipe clean and disinfect all water fountains, break room tables, conference tables, and kitchen counters. 8. Refill all paper towels, toilet tissue and soap dispensers. 9. Clean and disinfect walls, floors, and equipment in restrooms. 10. Sweep and remove all waste materials from open storage areas. 11. Sweep clean doormats. 12. Clean Communication/Computer areas and Jail as specified. 13. Secure doors and turn out lights. 14. Disinfect, but never wax, all ceramic tile floors and walls. B. DAILY- EXTERIOR AREAS 1. Clean the exterior building entries including landing in front of the doors, steps, exterior glass, walls, ceiling, lighting, signs, and smoking receptacles. 2. Screen all sand urns and replenish sand as required. 3. Pick up any trash, sweep and mop. 4. Empty and damp wipe all ashtrays and ash receptacles. 5. Sweep and mop landings. C. WEEKLY (Completed by Tuesday at 7:00 a.m.) 1. Edge vacuum, move furniture as needed weekly. 2. Spray buff floors weekly. 3. Wipe clean and disinfect all telephones weekly. 4. Surface -clean all appliances in kitchen areas. 5. Clean Communications/Computer areas and Jail as specified. 6. Vacuum upholstered chairs/couches. D. MONTHLY Com leted bv 3rd Tuesday of each month at 7:00 a.m. 1. Scrub and re -wax floors monthly (as needed or requested). 2. Dust with cloth and clean Venetian, vertical, and mini blinds. 3. Dust with cloth and canister vacuum the exterior of lighting fixtures, ceiling fans, air diffusers, return grills, louvers, baseboards, and ledges. 4. Wash all corridor, vestibule and elevator doors and frames; clean and polish all door hardware and unpainted metalwork (mail depository, signs, and lettering). 5. Dust all surfaces not reached in daily cleaning (window frames, curtain pockets, etc.). 6. Dust all pictures, frames, chart boards, clocks, and similar wall hangings. 7. Wash all exterior doorframes and remove all dirt and cobwebs from entry areas. 8. Dust all woodwork, wood walls, railings, chair rails, trim, and hanging signs. PAGE 40 OF RFP 5317 EXHIBIT 2 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES 9. Vacuum beneath plastic carpet protectors. 10. Pourfive (5) gallons of hot water down all floor drains monthly. 11. Clean Communications/Common areas and Jail as specified. E. QUARTERLY (Completed bv 10/15 1/15 4/15 and 7/15 1. Strip and wax all resilient flooring. 2. Strip, wash, wax, and buff resilient flooring, including all hallways. Ceramic tile floors/walls do not get waxed. 3. Dust and clean Venetian, vertical, and mini blinds. 4. Dust the exterior of lighting fixtures, air diffusers, return grills, and louvers. 5. Wash all corridor, vestibule and elevator doors and frames; clean and polish all door hardware and unpainted metalwork (mail depository, signs, and lettering.) 6. Dust all surfaces not reached in daily cleaning (window frames, curtain pockets, etc.) 7. Dust all pictures, frames, chart boards, and similar wall hangings. 8. Wash all inside glass and glass doors. 9. Provide written schedule for numbers 1, 3 & 6. LOBBIES, OFFICE AREAS, AND CONFERENCE ROOMS A. DAILY 1. Ensure entrance lobbies and public areas are clean and free from litter. 2. During inclement weather mop or vacuum rubber mats and/or carpet runners. 3. Empty wastebaskets and replace liner daily. Remove waste paper and other waste materials. 4. Remove finger marks from glass doors, sidelights, and inside/outside of all glass entry/exit doors. 5. Thoroughly dust and wipe clean all furniture (such as desk tops and table tops), files, windowsills, and counters. 6. Wash, wipe clean, and disinfect all drinking fountains. 7. Dust and wipe clean all plastic, vinyl, or leather covered chairs. 8. Move light furniture other than desks, files, etc., prior to sweeping or vacuuming floors; replace furniture upon completion. 9. Vacuum all rugs and carpeted areas and wet mop tile floor areas every day. Spot clean carpet as needed. Thoroughly vacuum all carpeted stairs. 10. Spot clean soil and finger marks from painted or washable surfaces. 11. Library shelving -dust at least one range of shelving nightly until entire stacks are cleaned and then begin the process over. 12.. 13.. 14. Secure doors and turn lights out. 15. Secure all interior and exterior doors and turn out lights. Set the security alarm if applicable. B. WEEKLY (Completed by Tuesday at 7:00a.m.) 1. Spray buff floors. 2. Clean all glass furniture tops. 3. Canister edge vacuum, move furniture as needed. 4. Wipe clean and disinfect all telephones. PAGE 41 OF RFP 5317 EXHIBIT 2 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES 5. Vacuum upholstered chairs/couches. C. MONTHLY (Completed by 3rd Tuesday of each month at 7:00 a.m.) 1. Scrub and re -wax floors. 2. Dust with cloth Venetian, vertical, and mini blinds. 3. Dust with cloth and canister vacuum the exterior of light fixtures, ceiling fans, air diffusers, return grills, louver, baseboards, and ledges. 4. Wash and remove all finger marks and soil from doors, doorjambs, walls, and elevator doors with particular attention to areas surrounding light switches and drinking fountains. 5. Clean and polish all door hardware and unpainted metalwork. 6. Dust all surfaces not reached in daily cleaning (window frames, curtain pockets, etc.). 7. Dust all pictures, frames, chart boards, clocks, and similar wall hangings. 8. Dust all woodwork, woodcarvings, railings, chair rails, trim, and hanging signs. 9. Vacuum beneath plastic carpet protectors. 10. Clean Library fireplace, clean and polish all brass work and fireplace tools. D. QUARTERLY (Completed by 10/15,1/15,4/15 and 7/15) 1. Strip and wax all resilient flooring. CORRIDORS/UTILITY ROOMS/SERVICE CLOSETS A. DAILY 1. Dust and wipe clean, using disinfectant, elevator entrance doors and frames, hose cabinets, etc. 2. Dust and wipe clean all counters and tables used by public. 3. Remove finger marks from glass entryways, doors, and partitions. 4. Spot clean soil and finger marks from painted or washable surfaces. 5. Sweep and mop all resilient flooring. 6. Spot clean all vinyl furniture. 7. Vacuum all rugs and carpeted areas, spot clean carpet. 8. Clean and maintain, in an orderly condition, all utility rooms and service closets. Store cleaning materials, supplies, and cleaning equipment neatly, in a lawful manner, and in full compliance with the Owner's insurance requirements. 9. Sweep and mop with soap and/or disinfectant all tile floors. B. WEEKLY (Completed by Tuesday at 7:00 a.m.) 1. Sweep and dust mop all uncarpeted areas. Spray buff traffic areas of resilient tile flooring, to continually maintain resilient flooring. C. MONTHLY (Completed by 3rd Tuesday of each month at 7:00 a.m.) 1. Remove all finger marks and soil from doors, doorjambs, and walls with particular attention to areas surrounding light switches and drinking fountains. 2. Thoroughly clean, vacuum, and spot clean upholstered furniture. 3. Clean ceiling fan blades. PAGE 42 OF RFP 5317 EXHIBIT 2 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES CREW ROOMS A. DAILY 1. Sweep and wet mop floors. 2. Remove all finger marks and soil from doors, doorjambs, and walls. 3. Clean interior glass, windows, clean and disinfect water fountains. 4. Spot clean and vacuum carpet as applicable. 5. Empty wastebaskets, wipe down and replace liners. 6. Wipe down all table tops. B. WEEKLY (Completed by Tuesday at 7:00 a.m. 1. Spray buff resilient flooring weekly. C. MONTHLY (Completed by 3rd Tuesda of each month at 7:00 a.m. 1. Scrub and re -wax floors monthly, 2. Perform all high and low dusting. D. QUARTERLY (Completed by 10/15,1/15, 4/15 and 7/15) 1. Strip and wax all resilient flooring. PAGE 43 OF RFP 5317 EXHIBIT 2 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES DME PSP AREAS PSP areas can be defined as those where access is limited to specified personnel and generally controlled with locked doors requiring special key or key card for entry. The area will usually have a raised floor and will contain electronic equipment. Only approved building receptacles are to be used when connecting any electrical applicant to power. NOTE: DME PSP Restricted areas onl : Access is allowed during the day for cleaning; no access is allowed at night unless autlhodzed, and,arson asci ned to clle n tll�ese areas ,,,,, must Ihave the folllo in background checlks: FBI f'11 ETS, and NERC. This area must have two NEII C Operators & wiH have to sign in and if two operators are not avaulablle thein they must check back ununtill available (for add"otionaV information, please see the previous Section Supplies item C). A. DAILY 1. Empty wastepaper and carbon bins. Replace the liner daily. 2. Raised floor should be dry -mopped. Never wax raised floor or use harsh abrasive or steel wool for cleaning. A damp mop may be used for removing spills. 3. Dust and wipe clean all furniture, files, and tops of computing equipment. Only a dust absorbent cloth may be used. Never use a feather duster. 4. Dust doors and trim within reach. 5. Clean all glass furniture tops. 6. Remove finger marks from glass doors and sidelights. 7. Dust and wipe clean all plastic, vinyl, or leather covered chairs. 8. Move light furniture other than desks, files, etc. prior to mopping; replace furniture upon completion. 9. Sweep and mop floor areas and all rubber ramp areas nightly. B. WEEKLY (Completed by Tuesday at 7:00 a.m.) 1. Scrub mop, with a damp mop, floors in Communication areas. C. MONTHLY Com feted b 3rd Tuesda of each month at 7:00 a.m. 1. Remove all finger marks and soil from doors, doorjambs, and walls with particular attention to areas surrounding light switches. 2. Wash all partition glass and glass doors. 3. Scrub and wax floors in Communications area. D. QUARTERLY (Completed by 10/15,1/15,4/15 and 7/15) 1. Strip and wax all resilient flooring. E. SEMI-ANNUALLY (Completed on 10/15 and 3/15 1. Vacuum beneath raised floor area. Coordinate with: Facilities Management Representative- David Saltsman- Police Department/ Technology Services Department- Bobbie Arashiro DME Engineering and Operations Building — Jerry Looper PAGE 44 OF RFP 5317 EXHIBIT 2 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES REST ROOMS A. DAILY 1. Scour, wash, and disinfect all lavatories, showers, water closets, and urinals. 2. Wash, disinfect, and wipe dry both sides of all toilet seats. 3. Wash and polish all mirrors, powder shelves, and unpainted metalwork including hardware, flush valves, piping, etc. 4. Remove all graffiti. 5. Wipe clean all toilet tissue, paper towel, soap, and sanitary napkin dispensers. 6. Empty paper towel and sanitary napkin disposal units. 7. Remove waste paper and other waste materials. 8. Refill all toilet tissue, paper towel, and soap dispensers. 9. Sweep, mop, and disinfect all floors and bases. B. MONTHLY (Completed by 3rd Tuesday of each month at 7:00 a.m.) 1. Wash tile wall surfaces subject to splashing. 2. Wash and polish all wall tile, toilet stalls, and partitions. 3. Machine scrub and disinfect all floors and 4" bases. 4. Dust and wipe clean all corridor and vestibule entrance doors, toilet stalls, and partitions, including areas behind commodes and urinals. 5. Pourfive (5) gallons of water monthly down floor drains to prevent sewer gas backup. PAGE 45 OF RFP 5317 EXHIBIT 2 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES DME RECEPTION AREAS A. DAILY 1. Dust walls within reach. 2. Spot clean finger marks and soil on walls. 3. Wash glass doors, both sides, glass partitions and glass entryways. 4. Wipe clean all glass side lights and glass walls. 5. Dust and wipe clean all telephones, telephones booths, counter tops, etc. 6. Sweep and mop floors; protect base during floor washing to avoid staining. 7. Wash glass of building directory. 8. Wash and disinfect all drinking fountains (interior and exterior). 9. Empty wastebaskets and replace liner daily. 10. Vacuum carpets and doormats, spot clean carpets. B. WEEKLY (Completed by Tuesday at 7:00 a.m.) 1, Thoroughly dust and wipe clean all furniture (such as desk tops/table tops) files, telephones, windowsills, and counters. 2. Clean all glass furniture tops. 3. Spray buff tile floors. C. MONTHLY (Completed by 3rd Tuesday of each month at 7:00 a.m. 1. Wash painted doors, doorframes, and walls. 2. Clean and polish all unpainted metalwork (doors and frames, mail depository, signs, and lettering). 3. Dust exterior surface of lighting fixture, air diffusers, return grills and louvers. 4. Dust all surfaces not reached in daily cleaning including ceilings. 5. Machine scrub/wax VCT tile floors. BREAK ROOMS/ /KITCHEN AREAS A. DAILY 1. Wipe and disinfect tabletops. 2. Clean sink and appliances. Inside of sinks will be scrubbed when empty. Janitors will not be responsible washing dishes or other items in the sink. 3. Clean and disinfect water fountain. 4. Sweep and mop floor with soap and/or disinfectant. 5. Empty wastebaskets, wipe down, and replace liners. 6. Wipe, and remove spots from counter. 7. Wash all inside glass and glass doors. 8. Fill paper towel dispensers. 9. Wipe clean mirrors. 10. Spot clean carpet. B. WEEKLY Com leted bv Tuesda at 7:00 a.m. 1. Surface clean refrigerator, ranges, icemaker and microwave. 2. Vacuum carpet. PAGE 46 OF RFP 5317 EXHIBIT 2 EXHIBIT 1 CITY OF DENTON RFP FOR JANITORIAL SERVICES 3. Remove all finger marks and soil from doors, doorjambs, and walls with particular attention to areas surrounding light switches and drinking fountains. 4. Spray buff floors. C. MONTHLY (Completed by 3rd Tuesday of each month at 7:00 a.m. 1. Scrub and re -wax floors D. QUARTERLY (Completed by 10/15,1/15, 4/15 and 7/15 1. Strip and wax all resilient flooring, CARPET CLEANING All carpet will be cleaned per carpet manufacturers specification by an agreed upon carpet schedule up to two (2) times a year at the price bid herein. A schedule for carpet cleaning will be provided to Facilities Management within two (2) weeks from award of bid. If carpet is not cleaned satisfactorily in month when scheduled, an outside contractor will be brought in, wilh the price difference being billed to the bid contractor, All interior carpet will be spot cleaned daily. Contractor to provide a method of verifying that cleaning was completed to manufacturer's specifications. PAGE 47 OF RFP 5317 EXHIBIT 2 EXHIBIT 1 RFP #5317 - EXHIBIT 3 City of DentonBuildings Maintained un Janitorialthe 1 Exterior Janitorial Square Square ate No. Name of Facilit Address Footage Footage Built .... Animal Adop_.,. ��,., tion and Services Center __ t constr action Urtctc . .I 8,000 TBD .. 2014 .. _ m I Airport Control Tower ...... 5003 Air ort Road Airport ...,�, .m , _ 2,044 ........ 1,200 3 200 m 2Airport Terminal 5000 Airport Road 4,624 4,224 2007 3 American Legion North --.... ......--------- 629 Lakey Street 3,298 --- ........ 2,677 .. 2003 ........ - 4 American Legion South ......... �... 629 Lakey Street 2,482 - 2,376 1957 5 Animal Services ......m . ................ .-_ .....__- ... �...,.. m.. 300 S. Woodrow Ln. _..... .... 7,379 1,600 1990 6 Chiller Tower319 ... E. McKinney Street 816 0 ®1966 .. 7 City Hall . m� 215 E. McKinney Street .. -- .. 35,000 35 000 1968 _ .... , $ Cit Hall East y 601 E. Hrckor ..._ y Street „ 1511111-1 .3,000 110,640 1946/1964 9 City Hall West 221 N. Elm Street ........ ........ 24,660 m 24 660 1927 -.....- 10 --nw Civic Center .A m -- ......... 321E McKinney Street ........ 27,741 27 741 .., .... 1967 ....... 11 D enia Recreation Center ......... ........ 1001 Parvin Road ... 17,580 ........... 17,580 1978 12 DME Admin1659 Spencer Rd, Bldg, C 8,500 8,500 2007 13 DME Engineer. and S st O erations 16$5 S encer-Rd 9,838 9,838 201 14 DME- System Ops .. .... 1701 Spencer Rd 10,900 10,900 1983 15 Facilities Management ...... .. --- 869 S Woodrow -- -11 .l 14 000 �� 9,000 1994 16 Fire Central (Station # 1) --------------- 332 E. Hickory Street 26,368 12,000 2002 17 Fleet Services ........ ......... ........... ...._ ......... 901 Texas Street 24,000 2,000 1999 18 Goldfield Tennis Center ....... _ _.. -- .... 2005 W Windsor Drive 900 900 1988 19 Joint Training Facility -- ..... Under. construction �® 21 000 TBD ------ Oct. 2013 -.-.-.-. --. 20 Library - Emily Fowler -. ... , 502 Oakland Street 22,876 22,876 1968 21 Library - North Branch - .... .. ., 3020 N. Locust Street ...... 33,000 33,000 2002 22 Library South Branch 3228 Teasley Lane 20,700 20 700 1994 23 Martin Luther King, Jr. Rec. Cent ......................... ....n.... 24Nature Center -.- --- ......... 3310 Collins Rd. N/A N/A N/A North Lakes Annex ---------------------------------------------------- 1 1 17 Riney Road 3,500 3,500 1987 F28 NoI'llrth Lakes Recreation Center 2001 W. Windsor Drive 17,580 17,580 1978 Senior Center .... - .... ... 509 N Bell Avenue ..... ........ .... 19,500 19 500 .. . 1978 Service Center (Purchasing 1,068 sf) 901 Texas Street 69,146 37,068 1978 29Solid Waste mm. ... 1527 S Mayhill 12,000 12,000 2002 30 Solid Waste HCC .....-. .� - 1527 S. Mayhill 3,600 1,200 2006 3l Solid Waste Scale House 1527 S Ma 111,000 1,000 2008 32 Traffic Control 901 Texas Street 4,070 400 Total re oot es: * 660,102 490,660 c-1 m X W r -I m a w O r-, LU (D Q a C:) o o0 o =, o C) o o 0 0` 0 J OO;OsO 00 O;;O O X090 O O O O O O N O,IO M ?0E0 O,O H N O's.O Ln. r:00 r, U1iN O «11,:',110 N r � �srn M u1 I� N a.: c a Q `o > " V q O O O d' 0 Ln "O OO O:o J O ct .O I- O, O li O O 0,0:0 ® v S w 0;®„® NtlM ® a c H u Z oo , : N 'T (7)l m h°00 cD O a ca U i/?. in tin i/} i!? P. if)- in � iPF 2 in i/T V? in _....- ------ .,.................... y ., �.. ... .,, ,. ...... �... , A. e .......,...,,,,,...,,. .,.;ry , ra ... »,»,,,.,. « Y,. O J W DD ” 00 `""� Ln N '.... tl O, t' O �y1 m -� a «,,, «� W 117 = _ C_J c 0 Ian Q cc Z oc M r ' M, P d ° M ul9 10 •L W O _ C 2 n-� ~ Q --- r ,���,", .. E o Z ? 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M r -I m X LU r" Ci rn Un cl LA- 0 0 00 W C9 Q 0. a 3 L � f' r � C av, 7 � u � h � 0 C E 0 HN Q C N 01 E E T N M CL o o �'O-" 1n O in I- O N OC 'i U N T T A lV m m C) V) o N N N N U 0 C C NO C _H _m 2 x w n m LnCL LL 0 rn w Q CL EXHIBIT 1 Executive Summery Introduction of Organization 2 Organizational Chart Key staff's resumes 3 Hiring & Recruitment Procedures 4 Training Program Summary 5: Safety Policy & Procedures 6 Equipment Insurance 10 Rule & Policy Summary 11 0 Copyright Uniform 121 EXHIBIT 1 Oriental Building Services, Inc. 2526 Manana Dr. Suite 208 Dallas, TX 75220 Phone: 469-522-0001 Fax: 469-522-0003 Email: obsco@msn.com Web Site: www.obsusa.net Management: President: Steve Gye Vice President: Nixon Shum Vice President Operation: Andrew Kim Director of Development: Joon Lee Director of Quality Control: Richard Kim Industry: Oriental Building Services, Inc. "OBS". (in business since 1992) is a regional company with a focus on providing on time janitorial services mainly to government entities. OBS uses the most effective technology, high quality products and knowledgeable personnel, to create the cleanest building environment for our customers. Services & Background: Oriental Building Services, Inc. has the experience and employee base to handle all government entities accounts ranging from US government, State Level, County, City to public entities. As our reputation grows. The company's revenue will be approaching 3 million dollars per year in 2012. Oriental Building Services Management is fiscally sound and stands ready to provide a high level services for years to come. Also, we are an MBE certified company. City Requirements & Important issues: Oriental Building Services, Inc. understand the City of Denton RFP on janitorial services requirements, with on time performance, self in post supervision, orderly and competent staffs, work safety practice, use of Green chemical and cleaning practices. EXHIBIT 1 Mr. Sang Gye and his brother found Oriental Building Services in 1992; he is the sole owner of the company. The business is conducted under proprietorship in the State of Texas. Has been providing full spectrum of janitorial services to business, corporation, and government entities in Texas for 20 years. In 2006 the company becomes a corporation. Home office and warehouses are located at: 2526 Manana Dr. Suite 208 Dallas, TX 75220 Phone: 469-522-0001 Fax: 469-522-0003 E -Mail: obsc " msn. m or chum obsusamet Web Site: ,.obsusa„net pPIIIP °B Vislaii, MissialII!"i d,11 u Ilam sior°°r, Eventually, every building from the basement to the executive office, single home to multi -unit complex, school to university, train stations to airports, independent business, corporation to government entities, will benefit from the cleanest environment make possible by Oriental Building Services. Mission, With the most effective technology, high quality products and knowledgeable personnel, creating the cleanest building environment for customers and communities, without increasing their cost. Creed- We shall provide our Customers with the most dependable cleaning service through technological and operational excellence. Our people will be the best -trained, most knowledgeable building cleaning specialist who takes pride in being the best. i„ISI@"�IIII°°"lug°III„IIY'!°IIII""'I. At Oriental Building Services, we stand ready to custom design the most cost-efficient cleaning program to fit each building and project. Our management and employees are committed to respond "Twenty-five" hours a day, seven days a week, three hundred sixty five days a year, to provide the best service and coverage for each building and project like you are our only customer. Oriental Building Services Page 1 of 3 EXHIBIT 1 About Oriental Building Services Oriental Building Services is a regional company, with 20 years of professional operating experience, excellent references and a desire to get better, with our focus on commercial and government entities janitorial and custodial services. Oriental Building Services uses the most effective technology, high quality products and knowledgeable personnel, and is continuing a period of strong growth, as our reputation grows. The company's revenue will be approaching 3.3 million dollars per year in 2010. Oriental Building Services fiscally sound and stands ready to provide a high quality of services to our customers. Also, we are an M/WBE & GREIIIEN 0 E 111ZING certified company. M/WBE certified by North Central Texas Regional Certification Agency. GIREEN ELIII91,111 '1101G certified by Green Clean Institute. In 2007 the company had received award for Asian company of the year by Dallas Regional Minority Enterprise Development. 2008, 2009 award received Top 100 Asian Owner Business in U.S. 2010 award received Top 10 Fastest Growing Asian Business. Executive Team Sang Gve, Owner/President Sang Gye, hold a business degree from Dan -Kook University in Seoul, Korea. Come to United State in 1985. Start working as a Supervisor for B.P.A Inc. Responsible for 22 janitors and 5 Building, 1989 H.B.M. Services Corp. as a Operations Manager, Responsible for two route supervisor and 4 Building, 1990 Oriental Building Services, as a Project Manager, later become owner/president of the business. Nixon Shum, Vice President Nixon joint Oriental Building Services in 2000, after many years in the restaurant and finance industry. Bring along the experience he have on how to keeping a clean restaurant and customer services, to joint OBS as a project manager. Promoted through the ranks as Vice president by developed new training program, customers services and improve employees productive. Joon Lee, Director of Development Joon joint Oriental Building Services in 2002. After year in property management, he bring along the experience he have obtain in the field of property management, what property management expectations from custodial services to help increase Oriental Building Services customer satisfaction. Andrew Kim, Vice President Operation Andrew returns to Oriental Building Services in 1999 as Vice President of Operation, after two years of absent. He bring along 20 years of cleaning service experience from major national building services company, to added depth to our executive team. Richard U Chu Kim, Quality Control Director/VP Richard joint Oriental Building Services in 2000. After 15 years as Quality Engineering Specialist with Lockheed Martin Tactical Aircraft System, he is a certified green belt & six sigma by International Organization for standardization (ISO). He bring along the experience he have as QES with Lockheed Martin, and help develop the quality control program at Oriental Building Services. Full Service Solutions Janitorial Day Porter Services Carpet & Floor Care Services Minor & General Maintenance Landscaping / Grounds Keeping Parking Lot Sweeping Garage Maintenance Window Washing / Power Washing Event Service Staffing Marble and Terrazzo maintenance and resurfacing Oriental Building Services Pate 2 of 3 Dallas County City of Plano City of Grand Prairie City of Arlington City of Desoto City of Colleyville City of Ft. Worth Department of US Army Dallas Area Rapid Transit DFW Airport Texas Work Force Commission Texas Women University Trinity River Authority of Texas University of Texas Arlington University of North Texas Our Customer Past Customer City of Dallas Dallas County Community Collage Dallas Meyerson Symphony Center Tarrant County TX Dallas Water Utilities North Texas Tollway Authority Mori Seiki Corporation EXHIBIT I Our Support Group and M/W/DV/BE Associate Jan Pak Access Capital Corporation Bob Schapansky Equipment Leasing 4252 Simonton Rd Robert Calzaretta Dallas, TX 75244 630-434-0088 972-385-0188 Ext.231 636-532-7430 Procter & Gamble VCP Int'I Keith Koraska Equipment Account Manager Jesse Valladarez 711 Live Oak Dr. 972-271-7474 ext 454 Euless, TX 76040 636-532-7430 817-355-0990 Master Cleaning Supply Alto Financial Services Supply and Equipment Equipment Leasing Yun Sun Kim 16091 Swingley Ridge Rd, Suite 180 2254 Royal Ln Suite 200 Chesterfield, MO 63017 Dallas, TX 75229 636-532-7430 973-243-6747 Bonding and Insurance Support The Grayhawk Companies Brents M. Blonigan 1740 N. Collins Blvd. Suite 200 Richardson, TX 75080 972-671-9105 Oriental Building Services Paize 3 of 3 11111u1 uuuuuu uuuuuu iuuuuu uuu� ri I� M O N m _O N O N 0 1-4 M O b d) .0 C w N C m a) L�7 ro C cu U) 11w R r4 Li w w i r silk r .0 C w N C m a) L�7 ro C cu U) 11w R r4 Li rn C- :) C) O = .� o c6 Ucc O N o L CD.� U ani Iv Y C C Y id amici c ,.... O cu � I rn coma ai .o Cu N � o L = C� .U) E Y co',,. O N L) N O 3 O I --!E U N C3- Z N U L .N E ca co cn N (D L ca o (6 O O E ._... ¢ N N - C) cn N a) .�' N O 3 U N co Lu --- nnnnn�nww a� crj •n E m CL N m� U rn cmu cn m & L ¢ v h3� Y o 2 N (D ._ E cv a) 00 ani m — ts M- N 7 � -C,5 O C/) (D } � L mrfro nnrc� o Lco a� O O L wptnLL- N E NN CN N L U E �.� mani � N O a Un �=3 ai cu t n wn,P M oma. Ln 0 Z a'i �€ E cu Qa� 3 �i 3 U cm � N E Q � a`� .� 'z U a� •- _ �� MC, a v _V •> }1 L m V C p • O a (+) N C/) O W •L O rn C- :) C) O = .� o c6 Ucc O N o L CD.� U ani Iv Y C C Y id amici c ,.... 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Ln 0 Z a'i �€ E cu Qa� 3 �i 3 U cm � N E Q � a`� .� 'z U a� •- _ �� MC, a v Nixon Shum 2640 Northaven Suite 105 Dallas, TX 75229 214-287-0888 BORN: May 31, 1955 Hong Kong, China EDUCATION: High School: North Dallas High School, Dallas TX. 1972 -1974 Collage: El Central Collage, Dallas TX. 1975 — 1976 (Culinary Art) Richland Collage, Dallas TX. 1977 — 1979 (Business Administration) Technical: Spartan Collage of Aeronautical, Tulsa OK 1979 — 1980 (Pilot Training) TCC Flight School, Tulsa OK 1980 —1982 (FAA Certified Pilot) SUMMARY: 20 years of increasing responsibility in the hospitality and business management market place. Highly motivated, hands-on manager with strong problem solving, leadership and communication skills. Experience in turnaround poor performance, training, increase top line income, enhance operations efficiency, and improve return on investment. EXPERIENCE: 2000 — Present Oriental Building Services Sr. Vice President Joined Oriental Building Services as project manager, than promoted through the ranks to currant position. Responsible for project proposals, coordination/developing new project, development and implementation of all marketing plans and strategies, developed new training program to improve employee productive, communicate with all facilities management. 1997-2000 Profit Management International Group Contract Management Service Operations Management Specialists Engagements of firm included clients in hospitality, financial and service industries. Assignment included serving as Dining room/ banquet manager for a 60,500 Sq. ft. 2600 seats restaurant. Part of a crisis management team working on behalf of the bank trustee in an emergency bankruptcy situation. Helped nurtured the restaurant out of bankruptcy in 18 months, and sold to new owners. Saving the trustee from losing completely a 1.9 million dollars loan. During tenure, restaurant received several local and national commendations, including Best restaurant in America where Locals eat. 1995-1997 Going Gourmet Bistros Chef/partner Helped to build a niche Northern Italian bistro from a previous small deli to a three and half stars frequent haunt in North Dallas. In charge of new recipes development. 1991-1995 The Law office of William Chu Office Manager Managed the growth of the firm from 5 employees to over 40. Helped in expanding the office to China. In charge of all financial and administrative functions. In charge of marketing of the firm in its specialty area. 1982-1991 United Fortunes Company Vice President Helped the building and spearhead expansion of the first quick service Chinese food concept in regional malls in Texas. Helped to bring the company from a single store to multiple locations in two states. 1975-1979 JGJ Inc. DBA Taco Bell Dallas Area Manager Started as crewmember, than promoted through the ranks to Area Manager. Trained and developed managers for new stores. Improved store line employee productivity and built same store sales to among the highest increase in the region. Work Reference Sandra Gamez Candy Kothmann Dallas County Texas Workforce Commission Building Inspector Ft. Worth Tele -Center Dir. 214-653-6731 817-420-1804 Resume of: U Chu Kim Quality Control Director EMPLOYMENT HISTORY Oriental Buildina Services, Inc. Quality Control Director Sep 2000 - Present Principle Activities/Responsibilities Plans and directs activities concerned with development, application, and maintenance of quality standards for janitorial services, materials, and products: Develops and initiates standards and methods for inspection, and evaluation, utilizing knowledge in sanitation engineering fields such as productivity, chemical, or mechanical. Directs supervisors engaged in measuring and testing productivity and manpower data concerning materials, product, or process quality and reliability. Compiles and writes training material and conducts training sessions on quality control activities. Specialize in areas of quality control engineering, such as hiring practice, incoming material, process control, product evaluation, product reliability, inventory control and administrative application. Manage and direct quality control program. Lockheed Martin Tactical Aircraft Systems Quality Engineering Specialist Aug 1986 - Aug 2000 Principle Activities/Responsibilities • Schedule and assist in the performance testing of daily samples produced in the Assembly Department. • Study problems which might be found in the regular sampling for possible causes and solutions. Devise the appropriate actions necessary to identify and implement corrective action. • Schedule and assist in the performance of daily audit tours of compressor and/or evaporator functions. • Observe aircraft assembly conversion procedures to assure all procedures are being done correctly. • Interact with various customers to resolve any problems. • Direct and/or perform any systems audit which may be necessary. • Designs, schedules and performs any validation/reliability and/or quality tests required. • Investigate and implement customer imposed requirements. • Interact with individuals to provide needed training, expertise or the sharing of information. EDUCATION International Organization for Standardization (ISO) Certified Green Belt & Six Sigma (2007) Embry -Riddle Aeronautical University Currently attending the university getting a Master Degree in Business Management (Current) Texas Technical University Mechanical Engineering (B.S. 1992) Texas State Technical College Mechanical Engineering Technology (A.A.S. 1986) 2640 Northaven IRd. Suite 195, Dallas, "rx'75229 Tel. (469) 522•-9991 IFax (469) 522.0993 EXHIBIT 1 Jack Choi General Manager 5014 willowhaven Garland, TX 75043 (214) 287-2646 Born March 7, 1965 Objective To engage all my skills and Certified training in the Educational and commercial cleaning services. Combined with my management, operations and sales experience. Education High School: Garland High School 1983 - 1985 Collage: University of Texas Austin 1985 —1987 (Business Administration) Work Experience Oriental Building Services, General Manager of Operation (Oct/2004 — Current) General Manager - Region 10 education center - General Manager - Dallas Area Rapid Transit Project Manager - North Central Texas Community Collage Project Manager - City of Dallas Municipal & Courts Bldg custodial service. Responsibilities - Managing of janitorial service activities and business daily operation. Supervise cleaning crew to reach the target goals and activities reporting and analysis Amira Maid, Owner (1998 — Current) - Co-owner - Amira Maid a residential cleaning service manages and promotes a small residential cleaning service from 10 resident's home per month to a 30 resident's home per week business. Members Building Maintenance Inc (March /2003 — Oct/2004) - Project Manager —North Central Texas Community Collage Responsibilities - General managing of janitorial service activities and daily business operation, inspection, planning, training, communication with facility management KBS, Inc. Project Manager (Feb/1988 — Feb/2003) - Manager -Dallas County district building project - Manager - Dallas County Community College District - Assistant Manager - Southern Methodist University project - Custodial supervisor — City of Arlington project Started as crewmember, promoted through strong work ethics to operation manager, assignment included coordinating maintenance task, scheduling, training, compliance with all requirements o maintain the building appearance standards. EXHIBIT 1 Joon Lee 2640 Northaven Rd. Ste 105 Dallas, TX 75229 Phone: 469-226-8403 Email: joonlee@obsusamet Director of Development (Oriental Building Services) Dedicated Manager with 3 years of experience developing relationship and controls improvements of properties. systems and best practices; cost -reduction, and lasting business relationships to ensure goal - surpassing performance. Computer skills include proficiency in Excel, QuickBooks and MS Office. Experience Oriental Building Services, Inc. Director of Development/Project Manager [7/02 to Present] From Project Manager I was promoted to Director of Development. I developed projects and saw them through completion. Worked with engineers to change and install equipment. Did all phases of preventative maintenance. Trained and qualified new employees. Took money saving ideas to management and worked with them hand in hand to completion of project -Direct activities with development, application, and maintenance -Develop standards and methods for inspections -Inventory control -Responsible for employee attendance -Relations with management Pacific Century Reality, Property Manager [5/01 to 7/02] Efficiently coordinate and manage accounts in order to increase company profit margins. Promoted to Coordinator position to direct construction functions for a growing company. - Supervised 2 engineers and oversaw their duties. - 1 year experience with the Peak accounting software. - Worked on gathering bids for construction for developing properties. - Have 2 years of accounting experience from school. - To collect from tenants and send out disbursements to vendors. Hank Haney Golf Center/ CompuGolf, General Manager [4/00 to 5/01] - Started as a cashier and worked myself up to an instructor. - Experienced club seller plus club fitter. - Building custom clubs for many different golfers (Pros and Amateurs).. - Instructor to the juniors and adults. - Handicap was at 8. Education 2 years of North Lake College in Business 2000-2001 Graduated from Renaissance Charter High School 1999 Position: Project Manager Daniel Vallejo DOB 6-4-1977 2014 Appalachia Dr, Mesquite TX 75149 Qualification EXHIBIT 1 12 years janitorial and custodial experience, last 9 years as project manager and management. Administering contract from 10 to 35 employees, ability to communicate with employees, upper manager and contract manager, quality control and problem solving. Projects Experience City of Grand Prairie (January 12005 - 2008) Position: Project Manager 28 City Building 308,000 sq ft Employees 16 Dallas County May (May 1998 - Present) District Building and District Government Building Position: Project Manager 36,000 sq ft Employees 2 Dallas County Community Collage District (January 2001 — January 2006) District Office Position: Project Manager 78,000 sq ft Employees 6 Meyerson Symphony Center (March 2001 — October 2003) City of Dallas Position: Project Manager 290,000 sq ft Supervisor 3 Employees 32 Education High School: H. Adamson High School, Dallas TX, 1991-1994 Technical School: DeVry Tech, Dallas TX, 1994 - 1996 EXHIBIT 1 4542 Bonanza Lane Dallas, Texas 75211 Phone (214) 770-3569 Reynaldo Alvarez Objective A bilingual professional, seeking a rewarding and challenging position which will effectively utilize my skills and experience. Education 1985-1989 Sunset High School Dallas, TX 1990-1991 Mountain View College Dallas, TX Experience 16 years of field related chemistry and custodial work Certification and Commercial Driver's License - Class A Training Endorsements: Tank vehicle & Hazardous materials 24 -Hour Emergency Response Blood Born Pathogens First Aid -CPR Hazardous Materials Transportation Hazwoper/Awareness Inventory Control Accident Prevention Confined Space Entry, Attendant, Supervisor and Rescue Hotwork Permit Forklift Operations Languages English and Spanish EXHIBIT 1 Work experience 2004 - Present Oriental Building Services, Inc. Dallas, TX Project Manager ■ Responsible for managing Dart and various other locations. ■ Responsible for managing clean-up sites for hazardous and non- hazardous materials. ■ Coordinating work schedule. ■ Coordinating and managing the crew to make sure all the safety precautions are being followed. Field Services Technician ■ Lab Pack and Field services technician responsible of complete turnkey laboratory packaging services and cleanups, which include: sampling unknowns, segregation and packaging, labeling and manifesting. ■ Part-time driving. ■ Field Services which include pressure washing, tank cleaning, site clean up, site remediation, and vacuum services. 1991 --- 2005 Teris LLC Dallas, TX TSD Supervisor ■ Responsible for preparing hazardous waste for transportation to ten different TSDF's for disposal, remediation and recycling. Required thorough and complete knowledge of EPA< DOT and state regulations for packaging, labeling and documentation. Field Services Technician ■ Lab Pack/Field services technician responsible of complete turnkey laboratory packaging services and cleanups, which include: sampling unknowns, segregation and packaging, labeling and manifesting, obtaining waste stream approvals, scheduling transportation and obtaining appropriate and cost-effective disposal sites. Reactives Supervisor ■ Responsible for repackaging, bulking, labeling and inventorying all waste stored in Bay II (i.e. reactive or non -compatible with fuels or bulked items). This includes, but not limited to, waste segregation, lab packaging, repackaging, bulking, and reacting the materials. Lab Technician ■ Responsible for performing analytical analyses and recording the results as needed on all in -bound waste shipments. ■ Handle day to day operations, quality control and required paperwork. ■ Interpret gas chromatograms and review test results. Procure laboratory supplies and reagents as well as instruments and equipments. REFERENCES AVAILABLE UPON REQUEST EXHIBIT 1 Roger Andrade Floor Care Manager 3604 Portland St Irving, TX 75061 PROPOSED ASSIGNMENT City of Duncanville Fieldhouse EDUCATION High School — Juticalpa — Honduras 1982 Collage — Northlake Collage 1987 -1990 EXPERIENCE Floor Care Manager, Oriental Building Services, 2003 — present Projects: Dart Buildings and LRV, City of Dallas -WIC Joined Oriental Building Services as a supervisor. Responsibilities includes oversee day-to-day operation, maintain task scheduling, inspection, planning, training, and reports to project manager. Supervisor, UBM, 2000 — 2003 Service Project: DFW Airport Terminal Skylink B Manager, Gylan Building Services, 1997 — 2000 Service Project: Southern Methodist University Crew Leader, Tidy Enterprise, 1991 - 1997 Service Project: City of Dallas Oriental Building Services Personnel Recruitment and Hiring Practices OBS recruitment and hiring practices typically following the law and contract requirement 1. OBS recruits employees from the list of people that are friends, family, walk-in and referral. 2. To apply the applicant must have two from of acceptable picture I.D. with them at the time of apply for the job opening. 3. The applicant must be legal age of 18 year old and must have proof of legally to work in US. 4. Upon complete of application, interviewer will make copy of applicant's acceptable documentation (Driver's License, Social Security Card, Aliens Card and Authorized to Work Card etc.) 5. Before the applicant are hire, company will conduct background check and drug test as require by all contract and call Social Security office to confirm on applicant's Social Security number. 6. Upon pass of background check and social security number check. Applicant return to office to completing all required documents (1-9, W-4, etc.) 7. Upon all documents are completed, applicant's application will submit to contracting office for approve before start working at the location. 8. After the hire payroll department have 3 day to E -Verify the new employee from the hiring date. 9. After application approve, applicant will start 20 -hour orientation and training. 10. The new employee finished the training, will be on probation for the first working days, and the first two-week they will work with company's supervisor. The recruitment and hiring practices of OBS will be update from time to time to comply with the law and contract requirement. Page 1 of 3 EXHIBIT 1 Workforce Recruitment Program The Workforce Recruitment Program for Oriental Building Services, Inc. is a resource form federal agencies and private businesses nationwide to identify qualified temporary and permanent employees from a variety of fields. Applicants are highly motivated experienced individual eager to prove their abilities in the workforce. Program starter o Job candidates pre-screened through face-to-face interviews o Information about each applicant's qualifications o Referral pools tailored to specific job requirements o Access to candidates across the nation, by state or job category o Flexibility in hiring for summer internships or permanent positions o Opportunity to identify outstanding individual for permanent staffing needs o Freedom to conduct independent interviews after referrals are made And all of these services are done in house What can part time person does for OBS o Undertake special projects postponed for lack of time or resources o Assist permanent staff with key projects o Share specialized knowledge and innovative technical skills o Assume responsibilities of staff on vacation or leave of absence o Prove that qualified people with disabilities make excellent employees o Contribute in a wide variety of areas, including day to day operation, communications, equipments services, quality assurance program, and administrative support. Page 2 of 3 EXHIBIT 1 How Program Work Project manager conduct personal interviews with interested individual on site or at our office. From these interviews, a database is compiled containing information on each individual seeking temporary or permanent job. The Project manager interview comments are included in each individual's profile. Job seekers in the database are categorized by job interest, work experience, geographic location, and many other factors. Job site manager are free to conduct independent interviews with individual who are identified as their potential job candidates, qualify individual or individuals will refer to human resource perform hiring procedures. Page 3 of 3 EXHIBIT 1 TRAINING PROGRAM SUMMARY The training program at Oriental Building Services is very detailed and comprehensive. All new employees go through five steps of training before he or she is permanently assigned to the building. The five steps are classroom training, video training, first aid, chemical, equipment, safety, hands on training and green cleaning and products. We use the 3MT" Service, Maintenance, Analysis, Resource, Training (S.M.A.R.T.) Program. This program allow OBS to customize the training for each project or facilities, the employees will have first hand training before they step foot in to the facilities. It allow OBS to customize to the point an employees will know what the same office, trouble area, or restrooms, look like and what step, tool and chemical to use. It also allows OBS to implement proven green cleaning methods in all facility and to combine any facilities owner's maintenance schedules into the training. For any customers that are working towards Green Sealed or Leadership in Energy and Environmental Design L.E.E.D certifications, we will provide a green care system (green cleaning procedures & products) that will help you earn points to getting that certification. Supervisor Training: The supervisor will receive ongoing skill development training as needed. Training programs available for Supervisors will include: ✓ Supervisory Skills 101 ✓ Managing Change ✓ Building Productivity through Mutual Respect ✓ Eliminating Un -lawful harassment in the workplace ✓ Conducting performance reviews ✓ Hiring and Firing procedures (Conducting Interviews) ✓ Building Productive Teams (Note: All basic employees training will be available to supervisors also) Page 1 of 3 Basic Employee Training: 1. Classroom Training ✓ General Cleaning ✓ Floor Care Task ✓ Housekeeping ✓ Hard Floor Care EXHIBIT 1 ✓ Carpet Care ✓ Disinfectants Tips and information ✓ Restroom Cleaning ✓ Office Cleaning ✓ MSDS Information ✓ Specialized Cleaning Training Facility 2. 3MTM Video Training (English and Spanish) ✓ Commercial Care ✓ Restroom Care Procedures �I�ywj��uu,4 ✓ Twist and Fill v ✓ Working Safety ✓ Equipment ✓ Safe Cleaning 3M Green Seal Products 3. First Aid, Chemicals, Equipments, Safety W , W ✓ Basis first aid'" 7?7 Ig ✓ Safe use of chemicals ✓ Understanding equipment ✓ Blood borne Pathogen ✓ Hazard program ✓ Asbestos awareness Training Environmental Friendly Equipment Page 2 of 3 4. Green Cleaning ✓ Building Expectations ✓ Green Cleaning Basics ✓ Custodial Duty ✓ Green Clean Procedures EXHIBIT 1 ✓ How to evaluate Green Clean Products ✓ List of Environmental Issues ✓ Traditional versus Green Products ✓ Understanding the impact of Cleaning Green 5. Hand on Training IST C A supervisor works with the trainee and showing actual cleaning procedure and answering all questions. During this time, he or she is obligate to take note on and special instruction, such as any door to be locked after cleaning turning of light, alarm -setting procedures. Onsite training will take up to 2 weeks before the trainee works on their own. Training Review and Development: Current training material will be reviewed to assure all aspects needed for job performance are covered. Training will be evaluated on the following basis: Compliance to contract requirements Compliance to current contract requirements to delivery requirement (Example: Annual or Quarterly training) Documentation of completed training (Training Completion Form) Documentation filed in appropriate place Additional training will be developed and delivered by the Project Manager Page 3 of 3 EXHIBIT 1 COMPANY SAFETY POLICY Responsibility to Injury and Illness Prevention Program (IIPP) has been delegated throughout all levels of the company, from management to employees. The following is an overview of that policy. Executive Management Safety Responsibilities The owner of Oriental Building Services has the ultimate responsibility for the safety and health of company personnel and must ensure that company operations are conducted in accordance with the safety standards and guidelines. Executives Management's attention will focus on the strategic direction of the company's IIPP and overall management of the Injury and Illness Prevention Program. As such, Executive Management will establish and direct and IIPP that will provide: 1. Statements of policy and responsibility for the Company's total IIPP. 2. Identification of safety and health hazards. 3. Codes for safe practices. 4. Inspection, investigation systems and corrective actions. 5. Training programs. 6. Communications systems. 7. Record keeping. Safety Coordinator's Responsibilities 1. The Owner of Oriental Building Services has an appointed Safety Coordinator and will monitor his/her activities to ensure an effective program. 2. The Safety Coordinator develops and administers the Company's IIPP in order to achieve the goal of a totally safe workplace. 3. The Safety Coordinator has the authority to implement immediate action to correct hazardous conditions, which pose a threat of death or serious injury. 4. The Safety Coordinator will liaison with federal, state and local safety officials, insurance company safety specialists and safety/management consultants. 5. The Safety Coordinator will be the Chairperson of the Safety Study Group. 6. Review claim files to recommend and institute loss control prevention. 7. Provide safety training to the Project Manager, Supervisors and employees. Orionfni Redidinn Cnniiroc Inr I of Z EXHIBIT 1 8. Perform Safety/Loss Control audits and inspections. 9. Perform Job Safety Analysis (JSA). 10. Implement employee safety incentive and award programs. 11. Enforce employee safety infraction disciplinary procedures. 12. Investigate all major accidents. 13. Coordinate with Project Manager the investigation and corrective action for minor accidents. 14. Coordinate with Project Manager and Safety Study Group the investigation and corrective action for major accidents. 15. Monitor and disseminate information company -wide regarding new safety laws, regulations and standards. 16. Perform safety inspections. 17. Maintain files and records of IIPP. Safety Orientation, Education & Training The Preliminary Safety Training Plan is presented under Subsection. This plan includes a complete agenda for safety training prior to job commencement as well as a refresher, OFT, and new hire training. New hires will be trained in their particular workstations in safety procedures and practices before commencing work. They will receive instruction in all other safety matters within thirty days. Industrial Safety Program The IIPP is an essential part of the Department of Reclamation Services Industrial Safety Program. The overall goal is to reduce the probability of accidents from occurring. Additionally, we will ensure conformity to the current edition of Occupations Safety and Health Administration (OSHA), and National Fire Codes. Hazard Reporting Procedures and Follow -On Corrective Action Any accident, no matter how minor, will be reported to the on-site manager by the assigned supervisor. The Supervisor will conduct an inspection of the accident scene and interview the employees who witnessed or were associated with the said accident. As part of an accident report, a brief statement will be taken and signed by the employees involved and attached to the accident report. After an accident report has been filed with the project office, E&A's on-site manager will notify our insurance carrier by mail with a complete follow-up of circumstances surrounding the accident and a duplicate to the Home Office. flrinnfni Redlelinn Contiroc Inr 9nf4 EXHIBIT 1 Following notification of the insurance carrier and the home office, our manager will complete all applicable accident investigation reports required by the contracting officer as required by OSHA standards. A listing of accident reporting procedures will be posted on the employee bulletin board in the project office. Along with his investigation, the on-site manager will file a corrective or preventative action notice with the Project Manager and deliver a duplicate to the Home Office. Posted alongside the accident reporting procedures on the employee bulletin board will be the name, address and telephone of the local company physician. Pending any changes in the current status of Department of Reclamation Services on-going project operations, our on-site manager may designate a different qualified local company physician and submit written notification to the Government contracting officer, including name, office location and home/work telephone numbers. In the event of an on-the-job accident/injury, the injured employee will be transported to the nearest emergency medical treatment center for treatment. E&A currently maintains an Accident Prevention Safety Program, which can be updated or revised upon request of the installation of the Project Manager. Accident Record for the Past Years Throughout Oriental Building Service's history, safety has been considered as high a priority as any other organizational function. Consequently, Oriental Building Services has developed and implemented methods to aid in minimizing the probability of accidents. Over the last two years, accidents have been dept to an average of 1 per year, none of which was considered to be major. flricntni RnilAinn AnnAroc Inr z nf Z EXHIBIT 1 QUALITY CONTROL PROGRAM We've structured our Quality Control standards and procedures to always meet and very often exceed Government quality assurance expectations. Our Quality Control program and approach has been implemented on numerous Government Custodial/Janitorial contracts. The success of the program has provided Oriental Building Services Management "OBS" with the confidence to expand our Quality Control applications and objectives to evolve with client requests. Four elements are key to effective Quality Control administration: 1. TRAINING - For a thorough understanding of quality objectives and requirements, periodic refresher classes keep quality performance in the minds of our employees. 2. DAILY SUPERVISION - By a qualified management team to ensure proper adherence to contract quality requirements. 3. SCHEDULING - The judicious application of resources in the right area at the right time is the best assurance of quality. 4. INSPECTION - Periodic and unannounced checks for adherence to define Quality Control policy by both the management team and Government inspectors to predict potential deviations, as well as, to document and correlate improvements. The following paragraphs present an outline of our Quality Control practices: An efficient Inspection System Timely Deficiency Identification Quality Control Documentation and Enforcement Government Communication Interfaces A qualified Organization and Structure A responsive Customer Comment Program Steps to implement Corrective Action Recommendation Program with the appropriate provisions for: reporting mechanisms 1 complaint investigation preventive measures synopsis of complaints and steps taken for improvement Oriental Building Services 1 of 5 EXHIBIT 1 Inspection Program - The following major areas of concern are considered routine inspection items: a Employee Personal Hygiene - Cleanliness of hands, arms, face, hair, uniforms, proper use of hair restraints, gloves, and associated sanitary protections. Safety - The safe use of janitorial and custodial equipment, insure the proper safety procedures are in place to include the use of wet floor caution signs but not limited to constant inspection of floor conditions, walls, ceilings to preclude accidents and assure dust less cleaning methods. Janitorial & Custodial Operations - We shall insure that quality and efficiency of sweeping, mopping, dusting, etc. service display cases, walls, wall hangings, floor and entryways, proper ventilation, lighting, toilet and lavatory facilities. Property & Equipment Maintenance - Check on all exterior and interior maintenance responsibilities falling under the service contract requirements, snow and ice removal from entrance/exit walkways, proper trash disposal and inspection of lighting fixtures (both interior and exterior). Employee Conduct & Attitude - Checks for the practice of the proper code and conduct in employee/customer relations including decorum, respect, politeness, and responsiveness to customer needs. Inspection Schedule - Our Project Manager and/or Supervisor will conduct daily or bi-daily unscheduled inspections of all contract functional areas to assure continuing compliance with the PWS in conjunction with the Government QAE. Additionally, weekly inspections will occur on a scheduled basis to alert deficiencies that continue for more than one or two days. As a result, problems can be "nipped in the bud" before they affect overall performance or can spill over into other functional areas. After inspection, the Project Manager will document all deficiencies on Oriental Building Services forms. A copy of these completed forms will be retained in each facility and one will be given to the affected functional area Supervisor. The affected employee will be required to sign the deficiency report, acknowledging the deficiency and the corrective actions to be taken. If the problem persists beyond the maximum two-hour time limit after notification, a subsequent deficiency report will be filed with the Project Manager for immediate remedial action. The Project Managers will prepare a synopsis report of all deficiencies and associated corrections on a monthly basis. Copies of the report will then be given to the Project Manager, Corporate Operations Oriental Building Services 2 of 5 EXHIBIT 1 Manager, and the Contracting Officer. A copy of the monthly report will be filed in each facility's QUALITY CONTROL records for review in the event of a recurrence. Our Corporate Operations Manager will conduct random site visits for spot checks and to review on-site project operations throughout the term of the contract. Subsequent inspections will be scheduled during the first and third quarters of performance for each contract year. Should circumstance require, more frequent inspections will be conducted as determined by persisting deficiencies, or at the request of the Contracting Officer. If required, the Operations Manager will conduct additional or remedial QUALITY CONTROL training of the on-site project management staff and affected employees. Corrective Action - The Project Manager will document his/her findings in a QUALITY CONTROL Deficiency/Correction Report and instruct the Supervisors of the affected area to take corrective action for resolution of the problem within two hours or within the minimum reasonable time period to adequately correct the deficiency. The Project Manager will then require the Supervisors to initial the deficiency report, acknowledging the problem(s) identified. When the deficiency has been corrected and re -inspected, the Project Manager will complete the corrective action portion of the deficiency form. If unresolved, the deficiency will be escalated to an official reprimand of the employee(s) responsible. The Project Manager will then perform random spot- checks of the subject area to verify adherence to quality standards. Each Supervisor will submit a monthly Quality Control Inspection Report to the Project Manager after each detailed inspection. The Project Manager will complete and file the Monthly QC Inspection Summary in the Project Office and send a copy to the Home Office. The Corporate Operations Manager will also conduct unannounced inspections of all on-site project operations, providing an independent quality control function. During the Operations Manager's visit, a discussion of quality levels with the Project Manager and Supervisors will provide further corporate oversight of the contract. Should any problem persist, the Operations Manager will conduct refresher training of the affected project staff and employees. If despite additional training, directives for correction or pronounced deficiencies persist, the Operations Manager is delegated the authority to dismiss the deficient employee(s) and replace them. Notification to the Project Manager and the Government QAE will be made. Government Communication Interfaces - Quality complaints and suggestions for improvement at the customer level will be handled in accordance with Government specifications and coordinated through the Oriental Building Services 3 of 5 EXHIBIT 1 customer Complaint and Improvement Recommendation Program. Official communications between Government Contract personnel and the project office will adhere to all contract terms and conditions. Where necessary or desired, the Contracting Officer and our Contract Manager can have special "one-on-one" meetings. Our Project Manager is delegated the necessary authority and access to executive management to fully commit the company. We further propose quarterly roundtable forums to be attended by the Contracting Officer and his/her designees, our Project Manager, Supervisors and corporate Operations Manager. Through this open discussion, a forecast of impending quality decisions can be discussed and problem areas isolated before they impact the project. As a general rule, however, deficiencies discovered by the Government should be delivered in writing to the Project Manager for immediate corrective action. Quality Control Documentation and Enforcement - OBS has several standard forms to document quality control inspection, enforcement, deficiency and corrective actions reports. Further documentation practices will be coordinated through the Customer Complaint/improvement Program. All project quality control records will be available to the Government for review throughout the term of the contract. The Project Manager will keep the following reports on file in the project office for review during normal business hours: Completed Quality Control Inspection forms for all functional areas, detailing deficiencies and corrective actions taken. Completed Operations Managers inspection evaluations after surprise inspections, including corporate directives for enforcing corrective actions. All weekly deficiency/correction inspection reports from Operations Manager. Completed Customer Comment Forms. All monthly synopsis reports to the Operations Manager and Contracting Officer, listed identified deficiencies/complaints and the corrective action taken. Customer Comment Program — OBS firmly believes in a strong contractor -consumer interface for identifying problems. Solutions to some of the simplest or toughest problems may be very obvious to the customer, but we may be "too close to the trees to see the forest." To facilitate this program, we will make a Customer Comment Form available at various places throughout the work areas. This will make the forms readily available to all customers. Additionally, our Project Manager and Supervisors will be highly visible during the day-to-day operations. They will be available to receive customer comments and complaints. All Customer Comment Sheets received will be delivered directly to the Project Manager. All Comment Sheets will be serialized, logged and maintained in a file in the Project Office for Government review. Oriental Building Services 4 of 5 EXHIBIT 1 All complaints will be carefully investigated and timely solutions will be implemented. If the customer chooses to give his/her name and telephone number, we will provide feedback to them regarding the corrective action taken to alleviate their complaint. Employee Training/Qualification - In addition to the OBS initial and follow-on training we will ensure our employees attend additional company sponsored training based on Government requirements. In all cases, OBS will perform initial and refresher training. We will maintain training folders on all employees and ensure all training, briefings, and physical examinations are properly recorded. We will forward a list of employees and training they have received to the Contracting Officer Representative if required. Oriental Building Services 5 of 5 al O E 2 2 :3 0 CIL N O 0) 0 — — — — — — — — — — — -- — — — — — — --- — — O AC — — — — — — — E — — — — — — — — --- 5 N LO CM N CIJ — cr) I 11 0 C\j Lf) C\j Cm C\j li C\ . .... 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Item Manufacture & Product # Description 1 Toilet Bowl Cleaner (Non Acid) 3M - 920160 Disinfectant non Acid 1qt, 2 Carpet Shampoo Host - 998150 Dry Carpet Cleaner 3 A-jax Cleaner JWX 4 Bleach CSG 1100202TRU Rite Bleach 5 Stainless Steel Cleaner APR Oil Base 15oz 6 Stainless Steel Cleaner Carroll "AQUA STEEL" Water Base 1 8oz 7 Vandalism Mark Remover MISTY 16oz Can 8 Chew4ig Gum & Wax Remover Unisource & Misty hoz Spray can 9 Cleaner [ftreser Disinfectant Clorox 409 Formula 409 / 1qt. Spray bottle 10 Damp Mop Cleaner Spartan Detergent Concentrate 1 gl 11 Multi -Purpose Cleaner Procter & Gamble IMr. Clean -Antibacterial 1 gl. 12 A! , r Fragrance MISTY Dry Deodorizers - Cinna-Fresh 13 Window Cleaner 3M - 920157 Glass & Window Cleaner 14 Stain & Odor Remover Butcher's - 429110 Break Down Ordor Eliminator 15 stripper Butcher's - 10036578 #73 G -Floor Stripper 16 Wax Butcher's - 10036548 G -Force Floor Finish 17 Spray Buff (Restorer) Johnson SNAPBACK Floor Polish when Spray Buff 18 Furniture Polish AFL Duosheen , Aerosol 1 7oz 19 All PUIrPOSO Cleaner 3M - 920166 Neutral All Purpose Cleaner 20 Disinfectant Cleaner Procter & Gamble Spic & Span, 21 Carpet Shamr,,)oo Johnson jGS-37 Carpet Cleaner .. ............ 22 LIME Remover RNC - Easy Off 1 gl Size Material Safety Data Sheet are keeping at Janitorial closets - DATE (MMIDDIVYYY) =` CERTIFICATE OF E�iLITY INSURANCE THIS C06/26/2012 06126/2012 ERTIFICATE 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 PROLNUCLR _HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the po AND THE CERTIFICAT licy(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 Phone: 972-671-9105 Fax: 972-671-9804 CONTACT GRAYHA K INSURANCE Es RISK MANAGEMENT NAME GRAYHA K INSURANCE 8, RISK MANAGEMENT PHONE IFAX 1740 NORTH COLLINS, SUITE 200 P� hlN., Exl): 972-671-9105 (AIC, No): 972®671®9804 RICHARDSON TX 75080 ADDRESS. SS. INSURERS) AFFORDING COVERAGE ) NAIC # 1111001IN10 WTI '"IN ON —a—, vI" TYPE OF INSURANCE L.:VOE A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR IINSR VVfVID G'EN1... AGGRI:::'.GA"rE I...IMI'T APPI...IES PER: PRO.. 1:101IC:Y JI::i.0"r I 0 IH AUTOMOBILE I'..IAEALIT'Y X ANY AUTO ALI... OWNED ; Cl , i I dKII H) AUTO z I () HIREE;AUTOS NII:)N(V'�NNLCI B X UMBRELLAR LIA.... OCCUR EXCESS LIAB CLAIMS -MADE::'. DED X RETENTION $ 10,000 B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNER/EXECUTIVE Y / N OFFICERIMEMBER EXCLUDED? NIA TI.11 .tovy In 14") Y..", de,CPII}Q under DESCRIPTION OF C. PLRA DONS b bwr POLICY NUMBER INSURERA TRAVELERS LLOYDS INSURANCE CO INSURED N LlraErau THE TRAVELERS INDEMNITY COMPANY ORIENTAL BUILDING SERVICES, INC, 03/10/13 EACH OCCURRENCE 2526 MANANA DR. SUTE 208 INSURER C DALLAS, TX 75220 NSUREa IIIR 3 , 300,000 fl11 :YUR111::IR di::i PREMISES (Era ocular mm) 1111001IN10 WTI '"IN ON —a—, vI" TYPE OF INSURANCE L.:VOE A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR IINSR VVfVID G'EN1... AGGRI:::'.GA"rE I...IMI'T APPI...IES PER: PRO.. 1:101IC:Y JI::i.0"r I 0 IH AUTOMOBILE I'..IAEALIT'Y X ANY AUTO ALI... OWNED ; Cl , i I dKII H) AUTO z I () HIREE;AUTOS NII:)N(V'�NNLCI B X UMBRELLAR LIA.... OCCUR EXCESS LIAB CLAIMS -MADE::'. DED X RETENTION $ 10,000 B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNER/EXECUTIVE Y / N OFFICERIMEMBER EXCLUDED? NIA TI.11 .tovy In 14") Y..", de,CPII}Q under DESCRIPTION OF C. PLRA DONS b bwr POLICY NUMBER POLICY FIT (MMIDDIYYYY) POI. .ECY EXP (MMIDDIYYYY) LIMITS PACP6178X697 03/10/12 03/10/13 EACH OCCURRENCE $ 1,000,000 DAMA6: E TO RENTED , 300,000 PREMISES (Era ocular mm) MEI::) EXP (Any one person) S 5,000 PE,RSONAI... & ADV INJURY $ 1,000,000 GENI::.R611... AGGREGATE. 9 2,000,000 I:1ROI UC I S - COMPIOP AGG $ 2,000,000 BA6178X777 03/10/12 03/10/13 Cf. M13IINd.:a rauN(lL.l::: LIMIT (Ers .GGI4i(".Yit) v� 1,000,000 1.301DILY INJURY (Per person) ; Ii30DILY INJURY (Per accident) $ PR( TY DAMAGE CUP6179X288 03/10/12 03/10/13 IEACII OCCUIRRENCZ 10,000,000 AGGREGA"11 E $ 10,000,000 8 UB3678T743 03/10/12 03/10/13 X O Brae alp. "'"til'd 11 Ic)Itvl-IIR) UR S I. I..I.....F:ACHACCIDENF $ 1,000,000 E.I._ DISFA 3E -EA E.MIN..OYE.IF S 1,000,000 I:::A:I:-a^OL.uCYl.il uu $ 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) CERTIFICATE HOLDER IS PROVIDED ADDITIONAL INSURED STATUS ON THE GENERAL LIABILITY AND AUTO LIABILITY POLICIES BY A BLANKET AUTOMATIC ADDITIONAL INSURED PROVISION THAT PROVIDES ADDITIONAL INSURED STATUS AND ARE PROVIDED A WAIVER OF SUBROGAT40 FOR GENERAL LIABILITY, AUTO LIABILITY, AND WORKERS COMPENSATION PER THE BLANKET WAIVER OF SUBROGATION ENDORSEMENTS ATTACHED TO THE POLICIES ONLY WHEN THERE IS A WRITTEN CONTRACT BETWEEN THE NAMED INSURED AND THE CERTIFICATE HOLDER. CFRTIFICATF Hnl 'riFR CANCELLATION FOR INFORMATION PURPOSES ONLY Attention: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTI-¢:)IaIZE:) Tal::-:Plal:::l>,ErlrraTivl:.=. Gary Johnson ACORD 25 (2010/05) Q01Vtss-zU1U Al.;UKU GUKFUKA I IUIN. An rlgms reserveo. The ACORD name and logo are registered marks of ACORD EXHIBIT 1 COMPANY RULES AND REGULATIONS 1, All employees are expected to report to work on time everyday. 2. Employees are expected to call our office during office hours if they will be late or absent. Failure to comply may lead to termination. 3. Accidents, property damage, or injury must a reported immediately to the employee's supervisor. 4. Employee must stay in their assigned work areas. They are not allowed to visit other work areas unless instructed by their supervisor. 5. Radios, TV's or other personal entertainment devises are not allowed in the work areas. 6. Use of client's telephones is prohibited. 7, Employees are required to wear leather shoes, which are in good addition. No sandal, slippers, torn tennis shoes or high heels are allowed. 8. Doors are to remain locked unless directed by a supervisor. 9. Uniforms must be worn at all times. 10. Turn on lights only in the area you are cleaning. Turn off when finished. 11. Employees may be required to take truth verification test. 12. Lock all doors and windows normally kept locked by clients after cleaning assigned area. 13. A doctor's excuse may be requested if more than three work days are missed due to illness. 14. Keep janitors closets and equipment neat and in good order at all times. 15. If there is evidence of a robbery upon entering a building, report to security or police before start working. 16. Do not bring unauthorized persons with you into any the buildings. This includes wives and children. EXHIBIT 1 \ I\ M6 L 0 m awl L 0 V _ 'L Q CL x W F N M d' Lo (6 ti 06 m a m 401 F-.- C 41 j 0 CL C m ........... txo0) m r (A m U > cn (n L- W = ('44 Ln v-4 th y N M 0.0 �- MC.n • OJ M o �- � co I I 0 4ma LM m a 0 E 2 tw 0 ew E 0 u m Lee 0 ow Lee 0 E o ECA > Lee 0 Lee r.L r m Lee O. 0 CML M, m D M (A CL QJ 4) m r- to 0 M m 0 0 tA •_ a c 0M J9 s c -W u ew M 0 CL -a E m -W Lee CL a 0 E 2 tw 0 ew E 0 u m Lee 0 ow Lee 0 E o ECA m Lee O. m M CL r- to E m 0 0 c 0M ca -W u ew M 0 CL -a E m -W Lee CL 0 E ew 0 Cle o " w "a -W M a cc a 0 E 2 tw 0 ew E 0 u m Lee 0 ow Lee 0 E o ECA 11 L m O N L +5 _ N M Vf • V ISI ( L � V it m � N s — CL , O L f , „ O 3 2L rr }I {/1 L L f *••"fill to.- M0 v ai Q L ;A is L m ai Z ,� c m m O >m 4A O N w 41 �u m m E s 4' — - 'u'. .S H O 3 �.d •_ 3 u 4-1L O L O rl N M 44 LA on W . a M i 3 mt L (A m o = m ,c •— O ,u u m }, u m s O Off.+ M •_ L- •_ - _ C C it lu u W Q _ CL O,� L UJ u ui, p 12 s H 0. 'M m w C _ r O O .. u +r e -I . N . M 44 LA %6 r� — c m +� 3 O,,�;, u . L = p . s a"r ' L r i 3 mt 0 m u - Q _ CL O,� L UJ u ui, p 12 s H 0. 'M m w C _ r O O .. u +r e -I . N . M 44 LA %6 r� i 3 mt W O 9 � a E 0 Y N co O � C lyv( V c c SO c •L C� i° E k +� t O � � L M L 4) � m VE E u c d Z R I •3 m n ' O1 �+ V+ ACV O A V7 Vl N Ip E£!^ LL CLI 130 H I[ . I � gw E c c c c SO }y� 10mc E b k +� t O L !p C VE u n O L a E£!^ LL v V o E$p U uZ f3LL 1O c o a�i� -P uu W N� N G.. GG � yy v I[ . I 4-P M 04 M AA 0 E o 0 M M (A CA W 0 M > uj E 4A 3: 0 7i Lw low M c M 4w L- a o E " CL o M th ta M (U r- a M M tw r• MCuo t;o E m 4) (1) M CA CL (A '0 tA -1-' +5 -1..' os L OV1 6:. O L O f� i y. O y pp �- O _ +� L H L L O V = aro ,� w , W '� cr m c O V1 u LCM w O a,d 0 L w � � � 4, a «s�„� L CL s _w E c O L a, 'e. L .O M ti w � dA •w L .Y O O/ ,N • 'O V N O ai ba was Q u .m a �° = u O .� fl. •� Ea m >, m ��� to _ -cQ. IA ' }I •� G r- C-0 C O C �U CL 3 m E '_ •° u a, m 4)�� V V r- M r '� a) u as - .tA L O V 3 L :3u C O .0�m u s N Cr E 2 w �° 9 E Q o E H P141 I E C 0 (A 0 E w -C to m w tap w 0 t tw M E. GE w 'A 0 E 0 u CA 0 m u S C 2 M•CAu. M coi -w U 0 0 4- a— 7i CLCA co u E 0 EL 0 0 0 0 0 W W W i 0 4000 LMam s 00 z i N �,N . � +-0 m aA E V t0 .rto GJ 3 i L O O � O i E �uuVo'r;, O mLUAJJ 33s a, V , c� i L m 3 GJ N L 3 N 0 � C , X M m O V-0 O V U V U CL LM iII> rl oa 0 1. 44 III CO 0 0 E L. 0 r 0 1A w E .- m 0 E 0 CL V < w= 2 0 ISI 0 f 0 � QM1 n 00 r4 0 0 0 0 0 0 M r -I EXHIBIT 2 ORDINANCE NO. 2017 - AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE APPROVAL OF A SIXTH AMENDMENT TO A CONTRACT WITH ORIENTAL BUILDING SERVICES, INC., FOR THE SUPPLY OF JANITORIAL SERVICES, ALONG WITH AMENDMENTS 1-5, WHICH WAS ORIGINALLY APPROVED ON NOVEMBER 19, 2013, IN THE AMOUNT OF $1,743,714, IN ORDER TO EXTEND THE TERM OF THE CONTRACT TO SEPTEMBER 30, 2017 AND PROVIDE AN ADDITIONAL EXPENDITURE OF FUNDS FOR THAT PURPOSE, PURSUANT TO THE CHANGE ORDER PROVISIONS OF THE TEX. LOC. GOV'T CODE SEC. 252.048; AND PROVIDING AN EFFECTIVE DATE. (RFP 5317 -PROVIDING FOR AN ADDITIONAL EXPENDITURE AMOUNT OF $250,000, FOR A "NOTAL CONTRACT AWARD OF $1,993,714). WHEREAS, on November 19, 2013, by Ordinance No. 2013-318, the Council awarded a contract for janitorial services (hereafter the "Agreement") to Oriental Building Services, Inc., in the amount of $1,743,714; and WHEREAS, Amendments 1-5 were approved by Purchasing staff for line item additions or deletions in accordance with their delegated authority; and WHEREAS, there appears to the Council that an extension to the contract expiration date is deemed necessary to insure that continuity of janitorial services is maintained; and Staff having recommended, and the City Manager having recommended to the Council that the "Sixth Amendment" to contract with Oriental Building Services, Inc. (hereafter the "Sixth Amendment") be authorized to amend such Agreements, with respect to the scope of work and an increase in the payment amount not -to -exceed $250,000; and said fees under the proposed Sixth Amendment are fair and reasonable, and such fees do not exceed the maximum provided by law; NOW, THEREFORE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager is hereby authorized to enter into the "Amendment to Janitorial Services" with Oriental Building Services, Inc., (the "Sixth Amendment"), in substantially the form that is attached hereto, and incorporated herewith by reference, which increases the amount of the engagement by, and between the City of Denton, Texas and Oriental Building Services, Inc., Inc., which Agreement is on file in the office of the Purchasing Agent, in the additional amount of $250,000, which amount is hereby approved; and the expenditure of funds therefor is hereby authorized in accordance with said Sixth Amendment. The total purchase order amount therefore increases to the amount of not -to -exceed $1,993,714. SECTION 2. The City Council of the City of Denton, Texas hereby expressly delegates the authority to expend funds, and to take any actions that may be required or permitted to be performed by the City of Denton, Texas under File 5317, to the City Manager of the City of Denton, Texas, or his designee. EXHIBIT 2 SECTION 3. The recitations and statements contained in the preamble hereto are incorporated herewith as a part of this Ordinance for all purposes. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY go APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY f EXHIBIT 3 THE STATE OF TEXAS § COUNTY OF DENTON § SIXTH AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND ORIENTAL BUILDING SERVICES, INC. [FILE NO. 53171 THIS SIXTH AMENDMENT TO CONTRACT 5317 ("Amendment") by and between the City of Denton, Texas ("City") and Oriental Building Services, Inc. ("Contractor"); The original Agreement provided for Oriental Building Services, Inc. related to janitorial services for buildings for the City of Denton, as is contained in Contract 45317 (on file in the Purchasing Office). The initial agreement was approved on November 19, 2013, in the not -to -exceed amount of $1,743,714. The CITY deems it necessary to further extend the goods/services provided by CONTRACTOR to the CITY; NOW THEREFORE, Contract 45317, Exhibit B, "Special Terms and Conditions" shall be amended as follows: 1. Contract Terms of the Agreement is hereby amended to read as follows: The Contract term shall be effective from the contract execution through September 30, 2017. 2. Total Contract Amount shall be amended as shown: The contract for services shall not exceed $1,993,714 over the contract term. Pricing shall be per Exhibit E of the original contract. Initial Contract Approved Value- November 19, 2013 $1,743,714 Sixth Amendment Value- May 23, 2017 250,000 Total Contract Value- Not to Exceed $1,993,714 All other provisions of the contract 5317 as heretofore amended, remain in full force and effect. File# 5317 — Amendment 46 Page 1 of 2 DocuSign Envelope ID: OOBB8269-9045-4F12-B283-BD4BOADOECC3 EXHIBIT 3 IN WITNESS WHEREOF, the CITY and the CONTRACTOR, have each executed this Amendment, by and through their respective duly authorized representatives and officers on this date "CITY" CITY OF DENTON, TEXAS A Texas Municipal Corporation It TODD HILEMAN CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY LI -A APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY By.EOocuSigned by 597253aAC4584,B0 . 5/16/2017 "CONTRACTOR" ORIENTAL BUILDING SERVICES, INC. A Corporation DocuSigned. by: 5/16/2017 By: 2B41B7F4862B43E . AUTHORIZED SIGNATURE, TITLE File# 5317 — Amendment 46 Page 2 of 2 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEWON File #: ID 17-645, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Legal Department ACM/CM: Aaron Leal, Interim City Attorney Date: May 23, 2017 SUBJECT Consider approval of a resolution by the City of Denton, Texas ("City"), approving a change in the rates of Atmos Energy Corporation, Mid -Tex Division ("Atmos") as a result of a settlement between Atmos and the Atmos Texas Municipalities ("ATM") under the rate review mechanism; finding the rates set by the attached tariffs to be just and reasonable; finding that the meeting complied with the Open Meetings Act; declaring an effective date; and requiring delivery of the resolution to the company and legal counsel; and providing an effective date. ATMOS TEXAS MUNICIPALITIES The City is a member of the Atmos Texas Municipalities (ATM). The ATM group was organized by a number of municipalities served by Atmos and has been represented by the law firm of Herrera & Boyle, PLLC (through Mr. Alfred R. Herrera). ATM also retained the services of a consulting firm, Utilitech, Inc. (Mr. Mike Brosch and Mr. Steve Carver) to assist in reviewing an application submitted by the Atmos Energy -Mid -Tex Division (Atmos) that seeks to increase its rates. Herrera & Boyle, PLLC and Utilitech, Inc. have participated in prior rate cases involving Atmos and have extensive knowledge and experience in rate matters affecting Atmos' rates, operations, and services. HISTORY OF PRIOR RATE INCREASES Increase Under Previous Version of RRM (Approved October 2010) On March 15, 2010, Atmos requested an increase of $70.1 million in its system -wide rates. ATM and Atmos settled on an increase of $27 million for prospective rates. Increase Under Previous Version of RRM (Approved September 2011) On April 1, 2011, Atmos filed a request to increase rates system -wide by $15.6 million. ATM and Atmos agreed to not increase base rates and permitted Atmos to recover $6.6 million for the steel pipe replacement program. General Rate Case (Approved December 2012) In January 2012, Atmos sought an increase of about $49.1 million. Ultimately, the ATM cities and Atmos were not able to reach agreement on an increase and Atmos filed an appeal to the Railroad Commission of Texas. The Railroad Commission approved an increase of about $24.1 million, representing an increase in revenue of about 7%. Prior Increase Under Current RRM (July 2013) City of Denton Page 1 of 4 Printed on 5/19/2017 powered by I._eggl;>karI File #: ID 17-645, Version: 1 In the summer of 2013, Atmos and ATM entered into an agreement that approved a revised Rate Review Mechanism (RRM). The RRM approved in the summer of 2013 is the third iteration of that rate -setting mechanism. On about July 15, 2013, Atmos submitted a request to increase rates under the current RRM. Atmos requested an increase in rates on a system -wide basis of $22.7 million, which is an increase of about 5%. Following a series of settlement negotiations between Atmos' experts and ATM's experts, Atmos agreed to an increase of $16.6 million, an increase in revenue of about 3.7%. Prior Increase Under the RRM (June 2014) - Atmos Filed Appeal With the Railroad Commission - Gas Utility Docket (GUD) No. 10359: On about February 28, 2014, Atmos filed its second request to increase rates under the current iteration of the RRM (the "2014 RRM") and requested a system -wide increase of about $45.6 million (9.2% increase in revenue). ATM's consultants' preliminary assessment indicated that Atmos warranted at most an increase of $26.6 million. A settlement was not reached, the ATM cities denied Atmos' proposed increase, and Atmos appealed ATM's denial of its revenue increase to the Railroad Commission. On appeal Atmos revised its request downward from $45.6 million to $43.8 million. Atmos implemented the full rates on June 1, 2014, subject to refund. The Commission held a hearing on September 3, 2014, and after the hearing, the hearing examiner proposed an increase of $42.9 million, that is, only about $860,000 less than Atmos requested. Prior Increase Under the RRM (May 2015): On February 27, 2015, Atmos submitted its third application under the current RRM seeking a system -wide rate increase of $28.7 million ("2015 RRM"), which equates to an increase of about 5.6%. After review of Atmos' application, the Railroad Commission's proposal for decision in GUD No. 10359, and the Hearing Examiner's PFD for the 2014 RRM, ATM's Special Counsel and consultants concluded that if the matter were appealed to the Railroad Commission, the result would be an increase closer to about $23 million. Ultimately, ATM and Atmos settled the appeal related to Atmos' proposed increase for Atmos' 2014 RRM, and Atmos' 2015 RRM, for a combined increase in rates of about $65.69 million, comprised on an increase of about $43.82 million for its 2014 RRM and about $21.87 million for its 2015 RRM. Prior Increase Under the RRM (May 2016): On about March 1, 2016, Atmos submitted its fourth application under the current RRM seeking a system -wide rate increase of $35.4 million ("2016 RRM"), which equates to an increase of about 6.04%. After review of Atmos' application, the Railroad Commission's prior rulings, and Atmos' responses to requests for information submitted to Atmos by ATM's Special Counsel and consultants, ATM's consultants concluded that Atmos merited an increase of about $10.8 million. ATM's Special Counsel presented its findings to Atmos, with which Atmos disagrees. Following negotiations with Atmos, Atmos agreed to an increase of $29.9 million, which equates to an increase of about 5.5%. Pending Increase Under RRM (May 2017): On about March 1, 2017, Atmos submitted its fifth and final application under the current RRM seeking a system -wide rate increase of $57.4 million ("2017 RRM"), which equates to a base -rate increase of about 8.35%. After review of Atmos' application, the Railroad Commission's prior rulings, and Atmos' responses to requests for information submitted to Atmos by ATM's Special Counsel and consultants, ATM's consultants concluded that Atmos merited an increase of about $32.1 million. ATM's Special Counsel presented its findings to Atmos, with which Atmos disagrees. Following negotiations with Atmos, Atmos agreed to an increase of $48.0 million, which equates to an increase of about 7%. OPTIONS FOR CITY ACTION REGARDING ATMOS' 2017 RRM: The item requiring City action is Atmos' 2017 RRM. At this juncture, the ATM cities' options are as follows: Option 1. To deny Atmos' requested increase under the 2017 RRM of about $57.4 million and approve no increase; Option 2. To deny Atmos' requested increase and approve an increase of no more than $32.1 million for its 2017 RRM, based on ATM's consultants' preliminary report; City of Denton Page 2 of 4 Printed on 5/19/2017 powered by L.eg;gl;>karI File #: ID 17-645, Version: 1 Option 3. To take no action and allow Atmos' proposed increase of $57.4 million to go into effect; or Option 4. To approve a settlement agreement that resolves the 2017 RRM with an increase in rates of $48.0 million. Note that under Option 1 and Option 2, Atmos has the right to appeal the ATM cities' decisions to the Railroad Commission of Texas and pending such an appeal has the right to implement its proposed increase of $57.4 million effective June 1, 2017, subject to refund if the Commission's review later finds a lower amount is appropriate. Atmos would very likely file an appeal to the Railroad Commission should the ATM cities approve an increase less than $48.0 million. In an appeal to the Commission, Atmos would in all likelihood argue that the costs of appeal should be borne by only those cities that "caused" the appeal. Given the Commission's tendency to err in favor of utilities, Atmos would likely prevail. An appeal would increase the burden on ratepayers by adding rate case expenses, which would include both ATM's and Atmos' costs of preparing and prosecuting the appeal, and the costs of a hearing. RECOMMENDATION: ATM's Special Counsel recommends resolving the 2017 RRM with an increase of $48.0 million. If the ATM Cities reject Atmos' settlement offer, Atmos would likely appeal the cities' decision to the Railroad Commission. While there are a number of contested issues whose outcome is uncertain in an appeal, based on the Railroad Commission's history and prior decisions, ATM's Special Counsel and consultants are of the opinion that the Railroad Commission would reach a result not materially different than the settlement amount of $48.0 million, and perhaps approve a higher increase. Therefore, because of the risks of a litigated outcome, including the cost of litigation at the Railroad Commission, ATM's special counsel advises the ATM cities to accept a settlement that increases Atmos' revenue by about $48.0 million over the current revenue Atmos is collecting. An increase under the 2017 RRM of $48.0 million over the base -rate revenue Atmos is currently collecting, represents an increase of about 8% in a customer's bill excluding the cost of gas, and an increase of about 3% - 4% including the cost of gas, as shown in the table below: Customer Class Current Bill Proposed Bill Difference % Increase with Gas Cost % Increase without Gas Cost Residential $52.78 $54.82 $2.04 3.87% 7.86% Commercial $265.18 $271.45 $6.27 2.37% 8.00% Industrial $5,384.76 $5,557.89 $173.13 3.22% 8.73% Transportation $4,028.61 $4,201.74 $173.13 4.30% 8.73% The rate schedules to accomplish the increase are attached to the Resolution related to Atmos' 2017 RRM. The City should take action as soon as possible but no later than May 31, 2017. EXHIBITS 1. Atmos Mid -Tex Resolution Respectfully submitted: Aaron Leal Interim City Attorney City of Denton Page 3 of 4 Printed on 5/19/2017 powered by I._eggl;>karI File M ID 17-645, Version: 1 Prepared By: Larry Collister Deputy City Attorney City of Denton Page 4 of 4 Printed on 5/19/2017 powered by I._ag;gl;>karI sAlegakour documents\resolutiotis\17\3-atmos midtex-201 7 n -m -resolution -2 -approving settlement -fin a] -corrected-05 1017.docx RESOLUTION NO. A RESOLUTION BYTHE CITY OF DENTON, TEXAS ("CITY"), APPROVING A CHANGE IN THE RATES OF ATMOS ENERGY CORPORATION, MID-TEX DIVISION ("ATMOS") AS A RESULT, OF A SETTLEMENT BETWEEN ATMOS AND THE ATMOS TEXAS MUNICIPALITIES ("ATM") UNDER THE RATE REVIEW MECHANISM; FINDING THE RATES SET BY THE ATTACHED TARIFFS TO BE JUST AND REASONABLE; FINDING THAT" TME MEETING COMPLIED WITH THE OPEN MEETINGS ACT; DECLARING AN EFFECTIVE DATE; AND REQUIRING DELIVERY OF 'rHE RESOLUTION TO THE COMPANY AND LEGAL COUNSEL; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton, Texas ("City") is a regulatory authority under the Gas Utility Regulatory Act ("GURA") and under § 103,001 of GURA has exclusive original jurisdiction over Atmos Energy Corporation — Mid -Tex Division's ("Atmos") rates, operations, and services within the municipality; and WHEREAS, the City has participated in prior cases regarding Atmos as part of a coalition of cities known as the Atmos Texas Municipalities ("ATM"); and WHEREAS, pursuant to the Rate Review Mechanism ("RRM") for 2017 filed with the City on or around March 1, 2017 for a proposed system -wide increase of $57.4 million; and WHEREAS, experts representing ATM have analyzed data furnished by Atmos and interviewed Atmos' management regarding the RRM; and WHEREAS, the Steering Committee of ATM and its counsel recommend approval of the attached tariffs, set forth as Attachment A, along with the proof of revenues set forth as Attachment B, which results in an increase in Atmos' revenue of $48.0 million, and Attachment C, setting forth the beginning balance for purposes of determining pension and other post -employment benefits to be recovered in the next rate filing; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The findings set forth in this Resolution are hereby in all things approved. SECTION 2. The amended tariffs in Attachment A are hereby adopted to become effective on June 1, 2017. SECTION 3. To the extent any Resolution previously adopted by the City Council is inconsistent with this Resolution, it is hereby superseded. SECTION 4. The meeting at which this Resolution was approved was in all things conducted in strict compliance with the Texas Open Meetings Act, Texas Government Code, Chapter 551. sAegahour docUMC11tS\reS01L1tions\1 70 -atmos midtex-2017 rrm-resolution-2-approving settlement -final -corrected -05 101 Tdocx SECTION 5. If any one or more sections or clauses of this Resolution is judged to be unconstitutional or invalid, such judgment shall not affect, impair or invalidate the remaining provisions of this Resolution and the remaining provisions of the Resolution shall be interpreted as if the offending section or clause never existed. SECTION 6. This Resolution shall become effective from and after its passage. SECTION 7. A copy of this Resolution shall be sent to Atmos Mid -Tex, care of Christopher Felan, Vice President of Rates and Regulatory Affairs, Atmos Energy Corporation, 5420 LBJ Freeway, Suite 1600, Dallas, Texas 75240 and to Mr. Alfred R. Herrera, Herrera & Boyle, PIA,C, 816 Congress Avenue, Suite 1250, Austin, Texas 78701. PASSED AND APPROVED this the day of 2017. ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY 13Y: Page 2 CHRIS WATTS, MAYOR ��UL����U�� � � ��K�o�i����oov��oo� �� KO|�������h0N ' ^ RRC Tariff No: ATMOS ENERGY CORPORATION RATE SCHEDULE: R — RESIDENTIAL SALES APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION EXCEPT THE CITY OF Rider CEE Surcharge DALLAS AND UNINCORPORATED AREAS EFFECTIVE DATE: Bills Rendered on or after 06/01/2017 Commodity Charge — All Ccf 177 Application Applicable to Residential Customers for all natural gas provided at one Point of Delivery and measured through one meter. Type of Service Where service of the type desired by Customer is not already available at the Point of Delivery, additional charges and special contract arrangements between Company and Customer may be required prior to service being furnished, Monthly Rate Customer's monthly bill will be co|ou|absd by adding the following Customer and Cuf charges to the amounts due under the riders listed below: Charge Amount Customer Charge per Bill $ 19.60 per month Rider CEE Surcharge $ 0.02 per month' Total Customer Charge $ 19.62 per month Commodity Charge — All Ccf 177 $0.14427 per Ccf {3ao Cost : Plus an amount for gas costs and upstream transportation costs calculated in accordance with Part (e) and Part (b), respectively, of Rider GCR. Weather Normalization Adjustment: Plus or Minus an amount for weather normalization calculated in accordance with Rider WNA. Franchise Fee Adjustment: Plus an amount for franchise fees calculated in accordance with Rider FF. Rider FF is only applicable to customers inside the corporate limits of any incorporated Tax Adjustment: Plus an amount for tax calculated in accordance with Rider TAX. Surcharges: Plus an amount for surcharges calculated in accordance with the applicable rider(s). Agreement An Agreement for Gas Service may be required. Notice Service hereunder and the robes for services provided are subject to the orders of regulatory bodies having jurisdiction and to the Company's Tariff for Gas Service. 'Reference Rider CEE -Conservation and Energy Efficiency as approved in GUD 10170, Surcharge billing effective July 1.2D16. MID-TEX DIVISION ATMOS ENERGY CORPORATION RRC Tariff No: RATE SCHEDULE: C — COMMERCIAL SALES APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION EXCEPT THE CITY OF Rider CEE Surcharge DALLAS AND UNINCORPORATED AREAS EFFECTIVE DATE: Bills Rendered on or after 06/01/2017 PAGE: Application Applicable to Commercial Cusbonlona for all natural gas provided at one Point of Delivery and measured through one meter and to Industrial Customers with an average annual usage of less than 30,000 Ccf. Type ofService Where service of the type desired by Customer is not already available at the Point of Delivery, additional charges and special contract arrangements between Company and Customer may be required prior to service being furnished. Monthly Rate Customer's monthly bill will be calculated by adding the following Customer and Cof charges to the amounts due under the riders listed below: Charge Amount Customer Charge per Bill $ 44.70 per month Rider CEE Surcharge $ 0.08 per month' Total Customer Charge $ 44.78 per month Gas Cost Recovery: Plus on amount for gas costs and upstream transportation costs calculated in accordance with Part (a) and Part (b), respectively, of Rider GCR. Weather Normalization Adjustment: Plus or Minus an amount for weather normalization calculated in accordance with Rider WNA. Franchise Fee Adjustment: Plus anamount for franchise fees calculated inaccordance with Rider FF. Rider FF is only applicable to customers inside the corporate Umhe of any incorporated Tax Adjustment-, Plus an amount for tax calculated in accordance with Rider TAX. Surcharges: Plus an amount for surcharges calculated in accordance with the applicable rider(s). Agreement An Agreement for Gas Service may be required. Notice Service hereunder and the rates for services provided are subject to the orders of regulatory bodies having jurisdiction and bothe Company's Tariff for Gas Service. 1 Reference Rider CEE -Conservation and Energy Efficiency as approved in GUD 10170. Surcharge billing effective July 1.2O1O. MID-TEXOPVIS|(]N RRC Tariff No: ATMOS ENERGY CORPORATION RATE SCHEDULE: I - INDUSTRIAL SALES Customer Charge per Meter ALL CUSTOMERS IN THE MID-TEX DIVISION EXCEPT THE CITY OF APPLICABLE TO: DALLAS AND UNINCORPORATED AREAS EFFECTIVE DATE: Bills Rendered on or after 06/01/2017 -] PAGE: Application Applicable to Industrial Customers with a maximum daily usage (MDU) cfless than 3.500 K8K8Etu per day for all natural gas provided at one Point of Delivery and measured through one meter. Service for Industrial Customers with an MDU equal toorgreater than 3.500 yWPNBtu per day will be provided at Company's sole option and will require special contract arrangements between Company and Customer. Type mfService Where service of the type desired by Cuabzrnmr is not already available at the Point of Deivmry, additional charges and special contract arrangements between Company and Customer may be required prior to service being furnished. Monthly Rate Customer's monthly bill will be calculated by adding the following Customer and yWKABtu charges tothe amounts due under the riders listed below: Charge Amount Customer Charge per Meter $ 799.75 per month Next 3,500 MMBtu $ 0.2470 per MMBtu Gas Cost Recovery: Plus an amount for gas costs and upstream transportation costs calculated in accordance with Part (a) and Part (b), respectively, of Rider GCR. Franchise Fee Adjustment: Plus an amount for franchise fees calculated in accordance with Rider FF. Rider FF is only applicable to customers inside the corporate limits of any incorporated Tax Adjustment: Plus an amount for tax oa|nu|obad in accordance with Rider TAX. Surcharges: Plus an amount for surcharges calculated in accordance with the applicable rider(s). Curtailment OvwrpuUFee Upon notification by Company of an event of curtailment or interruption of Customer's deliveries, Customer will, for each K8K8Btu delivered in excess of the stated level of curtailment or interruption, pay Company 200Y6 of the midpoint price for the Katy point listed in fYe8a Goa [)mJy published for the applicable Gas Day in the table entitled "Daily PricmSurvay.^ Replacement Index In the event the "midpoint" or "common" phoa for the Katy point listed in Platto Gas Daily in the table entitled "Daily Price Survey" is no longer published, Company will calculate the applicable imbalance fees utilizing a daily price index recognized as authoritative by the natural gas industry and most n|Vne|y approximating the applicable index. MID-TEXQMHSkON ATMOS ENERGY CORPORATION RRC Tariff No: RATE SCHEDULE: I — INDUSTRIAL SALES APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION EXCEPT THE CITY OF DALLAS AND UNINCORPORATED AREAS EFFECTIVE DATE: Bills Rendered on or after 06/01/2017 �PAGE: Agreement An Agreement for Gas Service may be required. Notice Service hereunder and the rates for services provided are subject to the orders of regulatory bodies having jurisdiction and tothe Company's Tariff for Gas Service. Special Conditions In order toreceive service under Rate |. Customer must have the type of meter required by Company. Customer must pay Company all costs associated with the acquisition and installation of the meter. MID-TEX DIVISION RHC Tariff No: ATMOS ENERGY CORPORATION RATE SCHEDULE: T — TRANSPORTATION APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION EXCEPT THE CITY OF DALLAS AND UNINCORPORATED AREAS EFFECTIVE DATE: Bills Rendered on or after 06/01/2017 Application App|icmble, in the event that Company has entered into a Transportation Agreement, to a customer directly connected to the Atmos Energy Corp.. Mid -Tex Division Distribution System (Customer) for the transportation of all natural gas supplied by Customer orCustomer's agent atone Point of Delivery for use in Customer's facility. Type nfService VVhena service ofthe type desired by Customer is not already available at the Point ofDelivery, additional charges and special contract arrangements between Company and Customer may be required prior to service being furnished. Monthly Rate Customer's bill will be calculated by adding the following Customer and K4K8Etu charges tothe amounts and quantities due under the riders listed below: Charge Amount Customer Charge per Meter $ 799.75 per month Next 3,500 MMBtu $ 0.2470 per MMBtu Upstream Transportation Cost Recovery: Plus an amount for upstream transportation costs in accordance with Part (b) of Rider GCR. Retention Adjustment: Plus a quantity of gas as calculated in accordance with Rider RA. Franchise Fee Adjustment: Plus an amount for franchise fees ma|cu|gbad in accordance with Rider FF. Rider FF is only applicable to customers inside the corporate limits of any incorporated Tax Adjustment: Plus on amount for tax ma|ou|ebad in accordance with Rider TAX. Surcharges: Plus an amount for surcharges calculated in accordance with the applicable rider(s). Imbalance Fees All fees charged to Customer under this Rate Schedule will be charged based on the quantities determined under the applicable Transportation Agreement and quantities will not he aggregated for any Customer with multiple Transportation Agreements for the purposes of such fees. Monthly Imbalance Fees Customer shall pay Company the greater of(i)$O�1Oper K8K8Btu.or(ii)15O96ofthe difference per MMBtu between the highest and lowest "midpoint" price for the Katy point listed in F9atto Gas Daily in the table entitled "Daily Price Survey" during such month, for the yWK8Btu of Customer's monthly Cumulative Imbalance, as defined in the applicable Transportation Agreement, at the end of each month that exceeds 10% of Customer's receipt quantities for the month. MID-TEXOKfISKON RRC Tariff No: ATMOS ENERGY CORPORATION RATE SCHEDULE: T — TRANSPORTATION APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION EXCEPT THE CITY OF DALLAS AND UNINCORPORATED AREAS EFFECTIVE DATE: Bills Rendered on or after 06/01/2017 TPAGE: Curtailment QverpuUFee Upon notification by Company of an event of curtailment or interruption of Customer's deliveries, Customer will, for each KAW4Btu delivered in excess of the stated |ema| of curtailment or interruption, pay Company 200Y6 of the midpoint price for the Katy point listed in FYa#a Gas Daily published for the applicable Gas Day inthe table entitled "Daily Price Survey." Replacement Index In the event the "midpoint" or "common" price for the Katy point listed in Platts Gas Daily in the table entitled "Daily Price Survey" is no longer published, Company will calculate the applicable imbalance fees utilizing e daily price index recognized as authoritative by the natural gam industry and most closely approximating the applicable index. Agreement A transportation agreement is required. Notice Service hereunder and the rates for services provided are subject to the orders of regulatory bodies having jurisdiction and tothe Company's Tariff for Gas Service. Special Conditions In order to receive service under Rote T. customer must have the type of meter required by Company. MID-TEXOIVIS|ON ATMOS ENERGY CORPORATION RIDER: WNA — WEATHER NORMALIZATION ADJUSTMENT APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION EXCEPT THE CITY OF DALLAS AND UNINCORPORATED AREAS EFFECTIVE DATE: Bills Rendered on or after 11101/2017 Provisions for Adiustment The Commodity Charge per Ccf(1ODcubic feet) for gas service set forth in any Rate Schedules utilized bythe cities ofthe Mid -Tex Division service area for determining normalized winter period revenues shall be adjusted by an amount hereinafter desoribed, which amount is referred to as the "Weather Normalization Adjustment." The Weather Normalization Adjustment shall apply to all temperature sensitive residential and commercial bills based on meters read during the revenue months of November through April, The five regional weather stations are Abilene, Austin, DmUms. VVaom. and Wichita Falls. Computation of Weather Normalization Ad'ustment The Weather Normalization Adjustment Factor shall be computed to the nearest one-hundredth cent per Ccf by the following formula: (HSFi x (NDD-ADD)) VVNAFi = Ri (BLi + (HSFi x AOC) ) i = any particular Rate Schedule orbilling classification within any such particular Rate Schedule that contains more than one billing classification VVNAFi = Weather Normalization Adjustment Factor for the iu/rate schedule or classification expressed incents per Cof Ri = Commodity Charge rate of temperature sensitive sales for the ith schedule or classification. HSFi = heat sensitive factor for the imschedule orclassification divided bythe average bill count inthat class NOD = billing cycle normal heating degree days calculated asthe simple ten-year average of actual heating degree days. ADD billing cycle actual heating degree days. B|i = base load sales for the ithschedule orclassification divided bythe average bill count inthat class The Weather Normalization Adjustment for the jth customer in ith rate schedule is computed as: Where qij is the relevant sales quantity for the jth customer in ith rate schedule. K8|DlOEX DIVISION ATMOS ENERGY CORPORATION RIDER: WNA — WEATHER NORMALIZATION ADJUSTMENT ALL CUSTOMERS IN THE MID-TEX DIVISION EXCEPT THE CITY OF APPLICABLE TO: DALLAS AND UNINCORPORATED AREAS EFFECTIVE DATE: Bills Rendered on or after 11/01/2017 PAGE: Base Use/Heat Use Factors Weather Normalization Ad|uebnent(WNA)Report On or before June 1 of each year, the Company posts on its website sdatmosenergy.mzm/mb+vvno. in Excel format, a Weather Normalization Adjustment (N/NA) Report to show how the Company calculated itsVVNAe factor during the preceding winter season. AdditionaUy, on or before June 1 of each year. the Company files one hard copy and an Excel version of the NVVA Report with the Railroad Commission of Texas' Gas Services Division, addressed to the Director of that Division. Residential Commercial Base use Heat use Base use Heat use Weather Station {cf CchY1I}{l Ccf Ccf8f[D Abilene 9.79 O�1347 93.16 0,6060 Austin 10.37 0.1483 190.68 0.9069 Do||ge 13.36 0.2088 180.35 1.0191 Waco 9.64 0,1348 124.37 O�5791 Wichita 11.20 01412 107,98 O�5571 Falls Weather Normalization Ad|uebnent(WNA)Report On or before June 1 of each year, the Company posts on its website sdatmosenergy.mzm/mb+vvno. in Excel format, a Weather Normalization Adjustment (N/NA) Report to show how the Company calculated itsVVNAe factor during the preceding winter season. 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The locations shown are approximations and are not intended to show exact locations. The recipient agrees to hold harmless and indemnify Atmos against all claims, costs, expenses and damages resulting from or predicated upon strict liability for personal injuries, death or property damage, on account of any defects in the property provide hereunder. All data provide is for the internal use of the recipient, and the recipient further agrees not to duplicate or distribute the data or any portion of the data provided by Atmos to third parties with Atmos' prior written permission. Atmos Energy Denton, , Ti Pans o7 Record III energy Date! 05/18/8017 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com IlEYlf `IN File #: ID 17-648, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Water and Waste Water CM/ ACM: Bryan Langley Date: May 23, 2017 SUBJECT 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 hereto and made a part hereof as Exhibit "A," for the purchase price of One Hundred Sixty -Three Thousand Six Hundred Twenty -Four Dollars and No Cents ($163,624.00), and other consideration, as prescribed in the Agreement by and between the City and VMY Properties, LLC providing for the granting to the City of a water and sanitary sewer easement, encumbering a 0.1279 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, said easement tract being in the Stephen Hembrie Survey, Abstract No. 643, generally located in the 3900 block of Teasley Lane; authorizing the expenditure of funds, providing a savings clause; and providing an effective date. (FM 2181 Utility Relocations Project - Parcel 37) BACKGROUND The Texas Department of Transportation (TxDOT) is widening FM 2181, beginning at Lillian Miller Parkway and extending south approximately 3.5 miles to the southeastern boundary of Hickory Creek Mobile Home Park (the Project). The Project will increase the roadway section to a six -lane divided arterial. In order to meet the schedule of the highway widening project, the City of Denton's Water and Wastewater utility relocations are being incorporated into TxDOT's roadway construction project bid, as a utility relocation component. The utility relocation component of the overall Project requires the acquisition of a permanent easement to encumber a tract of land owned by VMY Properties, LLC. The utility design impact on the landowner's property requires the removal of two (2) existing business signs from the proposed easement tract and the rearrangement of the landowner's private sanitary sewer service line along their Teasley Lane frontage. Ongoing negotiations with the affected property owner for the purchase of the subject easement have continued over the course of the last several months, with optimism between the parties that a settlement could be reached in advance of any formal legal proceedings. The captioned purchase amount represents a proposed settlement of the matter, subject to City Council's approval. Approval of the subject ordinance authorizes staff to proceed with closing the easement purchase transaction with the affected property owner. City of Denton Page 1 of 2 Printed on 5/19/2017 powered by I._eggl;>karI File #: ID 17-648, Version: 1 OPTIONS 1. Approve the proposed Ordinance. 2. Decline to approve the proposed Ordinance. 3. Table for future consideration. RECOMMENDATION Recommend approval of the Ordinance. ESTIMATED SCHEDULE OF PROJECT TxDOT has scheduled the highway widening project (inclusive of City of Denton utility relocations) to be bid in July 2017. PRIOR ACTION/REVIEW (Council, Boards, Commissions) November 8, 2016 - Ordinance 2016-361: FM 2181 Utility Relocations project (ordinance determining public use and necessity, authorizing offer(s) and use eminent domain if agreement(s) cannot be reached) THE FISCAL INFORMATION Water Utilities project account number 63081523.1365.30200 will be utilized for this project. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Public Infrastructure Related Goal: 2.1 Optimize resources to improve quality of City Roadways EXHIBITS 1. Location Map 2. Site Map 3. Ordinance Respectfully submitted: Galen Gillum Interim Director of Capital Projects Prepared by: Paul Williamson Real Estate Manager City of Denton Page 2 of 2 Printed on 5/19/2017 powered by I._ag;gl;>karI Legend N 41" -, tlirmm Centerlinec TY DENTON V M Y P r op e y 0 375 75 DENTON Site Map VMY Parcel 37 EXHIBIT Attachment to AIS SM-egal\Our Documents\Ordinances\l7\Ordinance for Approval of VMY Esmt Purch Agmt.doc EXHIBIT 3 attachment to AIS ORDINANCE NO. 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 HERETO AND MADE A PART HEREOF AS EXHIBIT "A," FOR THE PURCHASE PRICE OF ONE HUNDRED SIXTY-THREE THOUSAND SIX HUNDRED TWENTY-FOUR DOLLARS AND NO CENTS ($163,624.00), AND OTHER CONSIDERATION, AS PRESCRIBED IN THE AGREEMENT BY AND BETWEEN THE CITY AND VMY PROPERTIES, LLC PROVIDING FOR THE GRANTING TO THE CITY OF A WATER AND SANITARY SEWER EASEMENT, ENCUMBERING A 0.1279 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, SAID EASEMENT TRACT BEING IN THE STEPHEN HEMBRIE SURVEY, ABSTRACT NO. 643, GENERALLY LOCATED IN THE 3900 BLOCK OF TEASLEY LANE; AUTHORIZING THE EXPENDITURE OF FUNDS, PROVIDING A SAVINGS CLAUSE; AND PROVIDING AN EFFECTIVE DATE. (FM 2181 UTILITY RELOCATIONS PROJECT - PARCEL 37) THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee, is hereby authorized to execute, for and on behalf of the City of Denton, the Easement Purchase Agreement (the "Agreement"), by and between the City of Denton, Texas and VMY Properties, LLC, in the form as attached hereto and made part of this ordinance as Exhibit "A". SECTION 2. The City Manager, or his designee, is authorized to execute, for and on behalf of the City of Denton, any and all documents related to closing the transactions contemplated by the Agreement and to perform any actions made necessary or prescribed by the Agreement, including but not limited to the expenditure of funds contemplated thereby. 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. ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM AARON LEAL, INTERIM CITY ATTORNEY BY: C Page 2 CHRIS WATTS, MAYOR EXHIBIT "A" attachment to Ordinance EASEMENT PURCHASE AGREEMENT NOTICE YOU, AS OWNER OF THE EASEMENT LANDS (AS DEFINED BELOW), HAVE THE RIGHT TO: (1) DISCUSS ANY OFFER OR AGREEMENT REGARDING THE CITY OF DENTON'S ACQUISITION OF THE EASEMENTS (AS DEFINED BELOW) WITH OTHERS; OR (2) KEEP THE OFFER OR AGREEMENT CONFIDENTIAL, UNLESS THE OFFER OR AGREEMENT IS SUBJECT TO CHAPTER 552, GOVERNMENT CODE. THIS EASEMENT PURCHASE AGREEMENT (the "Agreement") is dated , 2017, but effective for all purposes as provided in this Agreement, between VMY Properties, LLC, a Texas limited liability company (the "Owner") and the City of Denton, Texas ("City") WITNESSETH: WHEREAS, VMY Properties, LLC, is the Owner of a tract of land (the "Land") in the Stephen Hembrie Survey, Abstract Number 643, Denton County, Texas being affected by the public improvement Project called the F.M. 2181 Utility Relocations project ("Project"); and WHEREAS, City is in need of an easement in, along, over, upon, under and across the Land described above related to the Project; and WHEREAS, it is desirous of both parties to stipulate and agree to the terms and conditions associated with the purchase of the necessary easement for the Project; NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: I) At Closing, the Owner shall grant, execute, and deliver to the City (i) an easement in, along, over, upon, under and across the tract of land being described and depicted in Exhibit "A" (the "Water and Sanitary Sewer Easement Lands"), to that certain Water and Sanitary Sewer Easement attached hereto as Attachment l and made part hereof, for water and sanitary sewer purposes, as more particularly described therein (the "Water and Sanitary Sewer Easement"), referred to herein as the "Easement." 2) As consideration for the granting of the Easement, the City shall pay to Owner at Closing the sum of Seventy -Five Thousand and No/100 Dollars ($75,000.00) as compensation for the Easement. The monetary compensation prescribed in this Section 2 is herein referred to as the "Easement Compensation." 3) In addition to the Easement Compensation, and being a component part of the Project, the parties agree to the following: (i) prior to mobilization upon Owner's property by the Project utility contractor, the City, at City's sole cost and expense, shall effectuate the rearrangement of Owner's sanitary sewer service line, using comparable materials in a workmanlike manner, to a location one foot (I') east of and parallel to eastern boundary line of the Easement, in strict accordance with all applicable regulatory requirements (the "Sewer Service Work"). The Owner hereby grants the City and City's plumbing contractor a Right -of -Entry upon Owner's property tract to perform the contemplated Sewer Service Work. Upon completion of the Sewer Service Work, the surface of area disturbed by such work shall be restored to like conditions, fine graded and free from any construction materials, waste and debris; and (ii) at Closing, the City shall pay Owner the 2 additional sum of Eighty -Eight Thousand Six Hundred Twenty -Four and No/100 Dollars ($88,624.00) as compensation for the removal of ("Removal of Sign(s) Work") and associated "cost -to -cure" damages to the two (2) business signs (both 30' tall pole signs) that presently exist within the contemplated Easement tract (the "Sign Compensation"). The Owner shall remove from the Easement Lands the two (2) business signs, in accordance with the Denton Building Code requirements of the City of Denton, Texas, on or before ninety (90) days after the Closing (the "Sign(s) Removal Period"). It is agreed that the Owner is not required to remove any subsurface concrete sign support foundations with the Easement Lands. To secure the obligations of Owner related to the timely removal of the two (2) existing business signs (the "Removal of Sign(s) Work") from the Easement tract, the City shall retain Ten Thousand and No/100 Dollars ($10,000.00), (the "Retained Amount"), at closing from the amount due Owner hereunder. Upon the (i) the timely completion of the Removal of Sign(s) Work; and (ii) written notice to City that the contemplated the Removal of Sign(s) work has been completed, the Retained Amount shall be promptly disbursed to the Owner. In the event that the Owner defaults in its obligations to remove the two (2) business signs from the Easement Lands within the Sign(s) Removal Period, City shall be entitled to retain the Retained Amount and thereafter the two (2) business signs within the Easement Lands shall be deemed abandoned by Owner and the City and or City's contractor shall remove all sign improvements found within the Easement Lands without liability of any kind to City and without any further payment of consideration to Owner or any other party ("Sign(s) Abandonment"). If the Sign(s) Abandonment event occurs, then Owner hereby grants the City and or City's contractor a Right -of -Entry upon Owner's property tract to remove those portions of 3 the two (2) existing signs situated to the east of the Easement Lands, but with no obligation by City to remove any concrete sign foundations therein and also without liability of any kind to City and without any further payment of consideration to Owner or any other party for the removal and disposal of the two (2) business signs in their entirety. The Easement Compensation payment ($75,000.00) and the Sign Compensation payment ($88,624.00) combined represent the total monetary compensation due Owner of One Hundred Sixty -Three Thousand Six Hundred Twenty - Four and No/100 Dollars ($163,624.00), (the "Total Monetary Compensation"). 4. Owner stipulates that the Easement Compensation payment, the Sewer Service Work, and the Sign Compensation payment constitutes and includes all compensation due Owner by City related to the Project, including without limitation, any damage to or diminution in the value of the remainder of Owner's property caused by, incident to, or related to the Project, damage to and/or costs of repair, replacement and/or relocation of any improvements, turf, landscape, vegetation, or any other structure or facility of any kind located within the Easement Lands related to activities conducted pursuant to the Easement, and interference with Owner's activities on the Easement Lands or other property interests of Owner caused by or related to activities within the scope of the rights granted by the Easement, whether accruing now or hereafter, and Owner hereby releases for itself, its successors and assigns, City, it's officers, employees, elected officials, agents and contractors from and against any and all claims they may have now or in the future, related to the herein described matters, events and/or damages, other than a breach of this Agreement. n 5. The Closing (herein so called) shall occur in and through the office of Reunion Title, 2745 Wind River Lane, Denton, Texas, 76210 ("Title Company"), with said Title Company acting as escrow agent, on the date which is 30 days after the Effective Date, unless the Owner and the City mutually agree, in writing, to an earlier or later date ("Closing Date"). In the event the Closing Date, as described above, occurs on a Saturday, Sunday or Denton County holiday, the Closing Date shall be the next resulting business day. The Owner shall convey the Easements free and clear of all debts, liens and encumbrances (the "Encumbrances"). The Owner shall assist and support satisfaction of all closing requirements in relation to solicitation of release or subordination of liens and encumbrances and other curative efforts affecting the Easements, if necessary in the discretion of the City. In the event that all Encumbrances are not cured to the satisfaction of City prior to Closing, such shall not be a default hereunder, although Owner may otherwise be in default under Section 10, below. However, if the Encumbrances are not cured as provided herein, City has the option of either (i) waiving the defects related to the remaining Encumbrances by notice in writing to Owner on or prior to the Closing Date, upon which the remaining Encumbrances shall become Permitted Exceptions (herein so called), and proceed to close the transaction contemplated by this Agreement; or (ii) terminating this Agreement by notice in writing to Owner, in which latter event Owner and City shall have no further obligations under this Agreement. 6. The stipulated Total Monetary Compensation amount, excluding the Retained Amount under Section 3 above, shall be paid by the City at Closing to the Owner through the Title Company. All other typical customary and standard closing costs associated with this transaction shall be paid specifically by the City, except for Owner's attorney's fees, if any, which shall be paid by Owner. 7. The date on which this Agreement is executed by the City shall be the "Effective Date" of this Agreement. 8.A. In the event Owner shall default in the performance of any covenant or term provided herein, and such default shall be continuing after ten (10) days written notice of such default and opportunity to cure, City may exercise any right or remedy available to it by law, contract, equity or otherwise, including without limitation, the remedy of specific performance or termination of this Agreement. B. In the event City shall default in the performance of any covenant or term provided herein, and such default shall be continuing after ten (10) days written notice of default and opportunity to cure, Owner may, as its sole and exclusive remedy, either (i) terminate this Agreement prior to Closing by written notice of such election to City; or (ii) enforce specific performance of this Agreement. 9. THE LAWS OF THE STATE OF TEXAS SHALL CONTROL AND APPLY TO THIS AGREEMENT FOR ALL PURPOSES. THIS AGREEMENT IS PERFORMABLE IN DENTON COUNTY, TEXAS. VENUE FOR ANY ACTION ARISING HEREUNDER SHALL LIE SOLELY IN THE COURTS OF COMPETENT JURISDICTION OF DENTON COUNTY, TEXAS. 10. From and after the date of execution of this Agreement by Owner to the date of Closing, Owner shall not (i) convey or lease any interest in the Easement Lands; (ii) enter into any Agreement that will be binding upon the Water and Sanitary Sewer Easement Lands or upon the Owner with respect to the Water and Sanitary Sewer Easement Lands after the date of Closing. 11. Any notices prescribed or allowed hereunder to Owner and/or City, unless prescribed otherwise in this Agreement, shall be in writing and, except as otherwise provided herein, shall be delivered by telephonic facsimile, hand delivery or by United States Mail, as described herein, and shall be deemed delivered and received upon the earlier to occur of (a) the date provided if hand delivered or delivered by telephonic facsimile; and (b) on the date of deposit of, in a regularly maintained receptacle for the United States Mail, registered or certified, return receipt requested, postage prepaid, addressed as follows: OWNER: VMY Properties, LLC VMY Properties, LLC 2401 Clear Field Drive Plano, Texas 75025 CITY: City of Denton Paul Williamson Real Estate Division 901-A Texas Street Denton, Texas 76209 Telecopy: (940) 349-8951 7 Copies to: For Owner: Jeffrey Fink Apple & Fink, LLC 735 Plaza Boulevard, Suite 200 Coppell, Texas 75019 Telecopy: (972) 315-1955 For City: Trey Lansford, Deputy City Attorney City Attorney's Office 215 E. McKinney Denton, Texas 76201 Telecopy: (940) 382-7923 12. This Agreement constitutes the sole and only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties with respect to the subject matter of this Agreement. Time is of the essence with respect to this Agreement. 13. The representations, warranties, agreements and covenants contained herein shall survive the Closing and shall not merge with the Easement. 14. In the event prior to the Closing Date, condemnation or eminent domain proceedings are threatened or initiated by any entity or party other than the City that might result in the taking of any portion of the Property, City may, at its election, terminate this Agreement at any time prior to Closing. 15. If the Closing Date or day of performance of any act required or permitted hereunder falls on a Saturday, Sunday or legal holiday, then the Closing Date or day of performance, as the case may be, shall be the next following regular business day. H. CITY OF DENTON, TEXAS By: Todd Hileman, City Manager Date: , 2017 ATTEST: JENNIFER WALTERS, CITY SECRETARY Date: , 2017 APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY BY: ` Date:`' —12017 VMV PROPF,RTIF,4_ LLC By: Prin Tith Date: `i 12017 9 RECEIPT OF AGREEMENT BY TITLE COMPANY By its execution below, Title Company acknowledges receipt of one (1) executed copy of this Agreement. Title Company agrees to comply with, and be bound by, the terms and provisions of this Agreement to perform its duties pursuant to the provisions of this Agreement 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: Reunion Title 2745 Wind River Lane Denton, Texas 76210 Telephone: (940) 382-3030 Telecopy: (940) 382-0575 Printed Name: Title: Agreement receipt date: 52017 10 ATTACHMENT 1 to Easement Purchase Agreement VMY Properties, LLC 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. WATER AND SANITARY SEWER EASEMENT THE STATE OF TEXAS, § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON § THAT VMY Properties, LLC, a Texas limited liability company ("Grantor"), of Denton County, whose mailing address is 2401 Clear Field Drive, Plano, TX 75025, 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") a .1279 acre perpetual water and sanitary sewer easement in, along, upon, under, over and across the following described property (the "Property"), owned by Grantor, and situated in Denton County, Texas, located in the Stephen Hembrie Survey, Abstract Number 643 to wit: PROPERTY AREA BEING DESCRIBED AND DEPICTED IN EXHIBIT "A", ATTACHED HERETO AND MADE A PART HEREOF For the following purposes: Constructing, reconstructing, installing, repairing, relocating, operating, and perpetually maintaining water pipelines, sanitary sewer pipelines, and all related facilities and appurtenances, respectively, in, along, upon, under, over and across said Property, including without limitation, the free and uninterrupted use, liberty, passage, ingress, egress and regress, at all times in, along, upon, under, over and across the Property to Grantee herein, its agents, employees, contractors, workmen and representatives, for the purposes set forth herein, including without limitation, the making additions to, improvements on and repairs to said facilities 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, upon, under, over or across the Property. Further, Grantor stipulates and acknowledges that the Grantee, in consideration of the benefits above set out, may remove from the Property, such buildings, fences, structures, signs, facilities, improvernents 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. Notwithstanding anything to the contrary contained in this Paragraph 1, Grantor shall have the rights in respect to the Property that are set forth in Paragraph 4 below. 2. 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. 3. 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. 4. Grantor's Rights. Grantor shall have the right, subject to the restrictions contained herein, to make use of the Property for any purpose that is not inconsistent with the City's rights granted to Grantee herein for the purposes granted. Notwithstanding anything to the contrary herein, (a) the Property may be crossed by utilities, sidewalks, paving and parking areas; (b) the surface of the Property may be used for landscaping (limited to grass & turf) provided no trees are planted thereon. Furthermore, if Grantor's Teasley Lane access driveway is to be taken out of service for any period time exceeding 24 hours continuous, for the uses of the Property herein granted, then Grantee, its agents, employees, contractors, workmen, and representatives shall employ measures, such as temporary steel plates across ditchline(s) or traversable backfill, so as to not unreasonably interfere with or to preclude vehicular access / truck deliveries or pick-ups in respect to Owner's land. 5. Restoration. Following the use of the Property for construction, reconstruction, installation, repair, relocation, operation or maintenance of the facilities referenced herein, Grantee shall restore the Property as near as practicable to the condition which existed prior to the applicable construction, reconstruction, installation, repair, relocation, operation or maintenance activity, including without limitation the placement and restoration of any, curbs or paving disturbed as a result of such activities. 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, 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. Witness its hand, this day of , 2017. 2 GRANTOR: VMY PROPERTIES, LLC a Texas limited liability company By: Printed name: Title: ACKNOWLEDGMENT THE STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me on this of , 2017, by , of the VMY Properties, LLC. Notary Public, in and for the State of Texas My commission expires: Accepted this day of , 2017 for the City of Denton, Tx. (Res. No. 1991-073). Paul Williamson, Real Estate Manager UPON FILING, RETURN TO: The City of Denton -Capital Projects Attn: Paul Williamson 901-A Texas Street Denton, TX 76209 3 PARCEL 37 — VMY PROPERTIES — EXHIBIT "A" BEING a 0.1279 acre tract of land located in the Stephen Hembrie Survey, Abstract No. 643, City of Denton, Denton County, Texas, said 0.1279 acre tract of land being a portion of BLOCK 1, LAKEWOOD ESTATES, being an Addition to the said City and State, according to the plat thereof filed for record in Cabinet C, Page 193, Plat Records, Denton County, Texas (P.R.D.C.T.), said 0.1279 acre tract of land also being a portion of a called 2.843 acre tract of land conveyed to VMY PROPERTIES, LLC, by deed as recorded in Denton County Clerk's Instrument No. 2016-2501, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), said 0.1279 acre tract of land being a variable width permanent Water and Sanitary Sewer Easement and being more particularly described by metes and bounds as follows: BEGINNING on the northeast property line of a called 0.1486 acre tract of land described as Parcel 36, conveyed to the State of Texas by deed as recorded in Denton County Clerk's Instrument No. 2012- 103819, O.P.R.D.C.T., said beginning point being located North 45°53'50" West a distance of 11.63 feet from a Texas Department of Transportation aluminum monument found at the most southerly southeast property corner of the said 0.1486 acre tract; THENCE North 45053'50" West, along the said northeast property line of the 0.1486 acre tract, over and across said Block 1, a distance of 5.08 feet to the intersection of the said northeast property line with the east easement line of an existing 20 feet wide Public Utility Easement conveyed to the City of Denton by deed recorded in Volume 1219, Page 872, Deed Records, Denton County, Texas (D.R.D.C.T.); THENCE along the said east easement line and over and across said Block 1 the following courses and distances: North 02° 17'20" West, a distance of 284.64 feet to the beginning of a curve to the left having a radius of 1,491.57 feet, Along said curve to the left, an arc length of 56.44 feet, and across a chord which bears North 03°22'21" West, a chord length of 56.43 feet; THENCE departing the said easement line, over and across said Block 1 the following courses and distances: North 85013148" East, a distance of 15.27 feet to the beginning of a curve to the right having a radius of 1,512.39 feet; Along said curve to the right, an arc length of 72.28 feet, and across a chord which bears South 03°45' 19" East, a chord length of 72.27 feet; South 02°23'24" East, a distance of 273.81 feet to the north easement line of an existing 8 feet wide Public Utility Easement conveyed to the City of Denton by deed recorded in Volume 4109, Page 3081, D.R.D.C.T. THENCE North 89024'1 T' West, along the said north easement line, a distance of 13.04 feet to the POINT OF BEGINNING. The hereinabove described tract of land contains a computed area 0.1279 acres (5,573 square feet) of land, more or less. Parcel 37 — VMY Properties — Exhibit "A" Page 1 of 3 SeooNm r►xo msomm, lNc. 309 BYERs S7RFEr, #100. Emms. lUm 76039— PH. 817-685-8448 — — S&A #16.004 NOTA:: Bearings shown herein are rased on it local plane modified frons NAD83E201 ij, Texas State Plane grid, Texas North Central, /,one 4202. k S E' R F B'..Y l R'S STATEMENT* 1, Eric S. Spooner. a Registered Professional Land Surveyor in the State of Texas, hereby certify that the land description and plat represent an actual survey made on the ground under my supervision, and shows the location of the rights-of-way, easements and other matters of'record as listed in Schedule B of the Commitment for Title issued by First American Title Insurance ('ompany, having an effective date of August 17, 2016, 2016, issued September 06, 2016, 2016, GF 42027-198048-R1} aftecting the subject property. srep� 4- Eric S. Spoo [)are 4 ERIC SSPOONER Registered Professional Land Surveyor �t 5922 Texas Registration No. 5922 17dF r s s.2 Spooner and Associates, Inc. S U P, T.B.P.L.S. Firm No. 10054900x„' Parcel 37 VMY Properties Exhibit "A" Page 2 of 3 SPOONER AND ASS(.K'IA I IM 309 13YERS STRI i i. 4M), F( i FSS. 1 xA,,!6039 I'll . 81--W-8448 - r s vomit a, r<x3uGRSUFLVEYORS Co99 - S&A,, -;16-004 MAP OF EXHIBIT mA PF SEE ATTACHED LEGAL DESCRIPTION ON PAGES I & 2 HEREIN 0 30' 60' GRAPHIC SCALE IN FEET 1"=60' OTLINE_ L)13LIC F -x- P Esm" LJTILIT�' OF , DENTON L2 c 11-Y PG I TO 2042, VOLD R.J)'C'T EX. 20' PUBLIC UTILITY EASEMENT --- TO CITY OF DENTON VOL. 1219, PG. 872, D.R.D.C.T. WILD WOOL? LANE __518"IRF uj O ujct 5 u C)TXDOTALUM. co MON. FND, cr cx: MIRANDA PLACE II 20.0' 00 -t LINE TABLE c) DIRECTION DIST. CALLED: 0. 1486 ACRES N45'53'50"W 'PARCEL 36' L2 S TA TE OF TEXAS N3'22'21'W D.C. C. L NO. 2012-103819, C2 O.P.R.D.C.T 72.28 S3'45'19"E r EX. 20' PUBLIC UTILITY EASEMENT --- TO CITY OF DENTON VOL. 1219, PG. 872, D.R.D.C.T. WILD WOOL? LANE __518"IRF uj O ujct 5 u C)TXDOTALUM. co MON. FND, cr cx: MIRANDA PLACE II 20.0' 00 -t LINE TABLE NO. DIRECTION DIST. Ll N45'53'50"W 11,63' L2 N85'1 3', N3'22'21'W CURVE TABLE NO. RADIUS LENGTH CH. BEARING CH. LENGTH Cl 1491.57' 56.44 N3'22'21'W 56.43' C2 1512.39' 72.28 S3'45'19"E 72.27' BLOCK I LAKEWOOD ESTATES CAB. C, PAGE 193, P.R.D.CT CALLED: 2.843 ACRES VMY PROPERTIES, LLC D.C.Cl NO. 2016-2501, O.P.R.D.C.T EXHIBIT "A" VARIABLE WIDTH PERMANENT WATER SANITARY SEWER EASEMENT 0.1279 ACRES (5,573 S.F.) EXHIBIT "A" - VARIABLE WIDTH PERMANENT WATER & SANITARY SEWER EASEMENT THE BASIS OF BEARINGS FOR THIS SURVEY IS THE TEXAS STATE PLANE NAD83 NORTH CENTRAL ZONE (4202), LOCATION: CITY OF DENTON, DENTON CO., TEXAS WHOLE PROPERTY ACREAGE: 2.843 ACRES (DEED) ACRD FILE: 16-004 PARCEL 37 EASEMENTS.d%g S&VJOSNO,� 164)04- TORAWN BY: E. SPOONER,PARCEL 37 --EXHIBIT A, PAGE 3 OF 3 DATE: 09/27/2016 1 CHECKED BY: E. SPOONER __ EX. 8' PUBLIC UTILITY ESMT. N89°24' 17"W TO CITY OF DENTON TXDOT ALUM. VOL. VOL. 4109, PG. 3081, 13 04 MON. FND. * D.R.D.C.T 1 /V N45053'50"W U – — — — — — — — — — — — — — — — — — I ­ 5.08' J_ _T D AL . A;o—N 7No— -R:7w777- 7 X OT UM. MON. POINT OF BEGINNING ROB17VSONROAD (VARIABLE WIDTH PUBLIC RIGHT-OF-WAY) EXHIBIT "A" - VARIABLE WIDTH PERMANENT WATER & SANITARY SEWER EASEMENT THE BASIS OF BEARINGS FOR THIS SURVEY IS THE TEXAS STATE PLANE NAD83 NORTH CENTRAL ZONE (4202), LOCATION: CITY OF DENTON, DENTON CO., TEXAS WHOLE PROPERTY ACREAGE: 2.843 ACRES (DEED) ACRD FILE: 16-004 PARCEL 37 EASEMENTS.d%g S&VJOSNO,� 164)04- TORAWN BY: E. SPOONER,PARCEL 37 --EXHIBIT A, PAGE 3 OF 3 DATE: 09/27/2016 1 CHECKED BY: E. SPOONER __ City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com I..NTO File #: ID 17-662, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Consider approval of the minutes of May 2, 9, and 16, 2017. City of Denton Page 1 of 1 Printed on 5/19/2017 powered by I-eg;gl;>karI CITY OF DENTON CITY COUNCIL MINUTES May 2, 2017 After determining that a quorum was present, the City Council convened in a Work Session on Tuesday, May 2, 2017 at 2:00 p.m. in the Council Work Session Room at City Hall. PRESENT: Mayor Pro Tem Roden, Council Member Wazny, Council Member Briggs, Council Member Hawkins, Council Member Gregory, Council Member Bagheri, and Mayor Watts. ABSENT: None. Citizen Comments on Consent Agenda Items Willie Hudspeth requested that Consent Agenda items C, E and F be pulled and whether minority contractors were considered. He spoke off topic regarding Work Session C in opposition to the prior practice of not allowing African Americans to be buried in IOOF Cemetery. 2. Requests for clarification of agenda items listed on the agenda for May 2, 2017. Staff responded to Council's requests for clarification of the following items: Council Member Briggs requested that Consent Items A, F, and H be pulled for separate consideration. Council Member Bagheri requested that Consent Items C and E be pulled for separate consideration. Council Member Gregory requested staff presentations for C, E, F and H. City Manager Hileman noted that Executive Session IA and Consent Agenda 4A would not be considered. An alternative ordinance was presented for 5C. Work Session Reports A. ID 17-517 Receive a report, hold a discussion and provide staff direction regarding the creation of a small area plan and implementation strategy. Munal Mauladad, Director of Development Services, stated that the Council adopted the Denton Plan 2030 in 2015. The Denton Plan 2030 provided policy direction for land use and development patterns. There was a need to revisit the entire concept of small area planning and when staff started researching the plan, it was determined that the boundaries of the small area plan needed to be updated. The proposed project scope included public education and participation; existing conditions assessments and analyses; small area plan included an evaluation of existing land uses, including commercial uses, development standards that would provide appropriate transitions in scale, use, character and intensity between the established neighborhoods and UNT, development standards and strategies to buffer and enhance the Historic Districts, an evaluation of the street network and City of Denton City Council Minutes May 2, 2017 Page 2 street design standards that would improve mobility for all users, recommendations for a parking solution for the residential and commercial areas that helped meet demand while maintaining the property values and character of the neighborhoods; and an evaluation of the type of housing that should be promoted and design standards pertinent to the conversion of single family dwellings to rental properties. Next steps included City Council consideration of staffs recommendation for a consultant to develop the small area plan. Council discussed whether the State of Texas was obligated to respect a city's master plan; what was the City's path for developing overlay districts; whether any current applications in the process would be delayed due to proposal; and whether the size of the initial study area was too large. Consensus of the Council was to move forward with the project. B. ID 17-537 Receive a report, hold a discussion, and give staff direction regarding the digital divide and impact to city of Denton residents. Melissa Kraft, Director of Technology Services, provided a definition of the digital divide and other factors such as socioeconomic status, age, gender, educational achievement and geographic location that played into a digital divide. Statistics dealing with home broadband users in terms of income, age and other Texas broadband statistics were presented along with the Denton ISD survey of student internet availability. Barriers to adopting broadband included the cost, technology cost for the devices and technology literacy. The City of Denton was attempting to bridge the digital divide gap by offering free Wi-Fi and internet access to all of its residents at all the libraries, public facilities and downtown by the courthouse square. Additionally, Denton Libraries provided over 16 programs related to technology which included: Microsoft Office training, computers with special software, online training and tutorials, laptops and iPads at each library location. The goal was to give all economic groups equal access to the opportunities of the digital age. Possible solutions included increased funding from state resources, national resources, and seek investments from private sector, nonprofit and community-based organizations; create a resource guide that highlighted area of free Wi-Fi; consider integrating into development incentive policies; continue to work with service providers on right-of-way agreements in an effort to enhance broadband access; and continue to create community awareness of the issues with educational technology. Mayor Pro Tem Roden stated that he would like to see an asset map of internet access throughout Denton. C. ID 17-538 Receive a report, hold a discussion, and give staff direction regarding maintenance and improvements to the IOOF and Oakwood Cemeteries. Emerson Vorel, Director of Parks and Recreation, stated that at a prior meeting, Council had requested additional information on the cemeteries. One question was whether the City owned the cemeteries and the answer was yes. He presented documentation showing City ownership of the properties. Another question was a comparison of cemetery costs and maintenance costs. He City of Denton City Council Minutes May 2, 2017 Page 3 presented information on the plot costs and maintenance costs for the two cemeteries for FY 2014- 15 and 2015-16. The funding information for fence replacement was noted. Vorel displayed the proposed design of the fence which had been approved by the Historic Landmark Commission. He presented the fencing options for the two cemeteries in terms of location and costs. He noted that the staff recommendation for 2016-17 supplemental funding was to move forward with a proposal for GPS and GIS mapping of both cemeteries as well as evaluation of all headstones. Staff would adopt a practice of repairing only those headstones that posed a public safety hazard. Staff would move forward with using the remaining CIP funds to fence the only section of Oakwood Cemetery that had never been fenced (south section) at a cost of $86,280. Council discussed staff researching what other cities were charging for plots at cemeteries and consider increasing what Denton charged; present a new fee schedule with the new budget; consider something other than chain link fence for IOOF; and keeping the plots affordable. Council Member Gregory felt that the damage and deterioration on the headstones could not be ignored. Council Member Hawkins suggested setting aside a certain number of plots for discounted rates. He was in favor of moving forward with Oakwood and also felt that IOOF needed to be more than just a chain link fence. Council Member Wazny was in favor of moving forward to map the cemeteries as well as evaluate the headstones. She supported everything on the two bullets staff presented. Council Member Briggs noted that the Texas Historical Preservation had a program for restoring cemeteries. Mayor Watts felt that the question was how to spend the $150,000. He could not support paying $150,000 for a report and felt that staff could evaluate the headstones. If IOOF was considered a gateway to the City, take the funding out of the fund balance for it. Consensus of Council was that Oakwood Cemetery was the first priority with $82,000 to be used for an ornamental steel fence with stone pillars. Vorel stated that a budget amendment would be considered at the next meeting. The IOOF cemetery would have an upgraded fence along Eagle and Carroll with the remaining fence as chain link. D. ID 17-590 Receive a report, hold a discussion and give staff direction regarding a requests for resolutions of no objection for two 4% tax credit housing developments, in partnership with the Denton Housing Authority. John Cabrales, Director of Community Affairs, stated that the Denton Housing Authority (DHA) had been working with a private developer, Ojala Holdings, on two 4% tax credit housing developments. One of the developments (The Standard at Medpark Station) was proposed to be a City of Denton City Council Minutes May 2, 2017 Page 4 263 unit multi -family development consisting of one, two, and three bedrooms. The other (The Hudson at Medpark Station) was a 160 unit Senior Development consisting of one and two bedrooms. Both of these development projects had gone through the development review and planning and zoning process and had all approvals needed. The developer planned to partner with the DHA on these developments, which meant the developments would be exempt from property taxes. The City must approve a resolution of "no objection" for the applications to be considered. The Denton Housing Authority had entered into a Memorandum of Understanding (MOU) with Ojala Holdings to share in the developer fees and other cash flow that would be derived from the sale of low income housing tax credits (if awarded) and bond revenues. These developer fees were usually deferred over a 15-17 year period. DHA had partnered with private developers on three of the eleven tax credit developments in the City. Currently DHA had Pecan Place (1993), Renaissance Courts (2004) and The Veranda (2015). Mayor Watts stated he had questions for the Denton Housing Authority noting that part of the reason for the partnership was because the DHA needed the revenue stream. Sherri McDade, Chief Executive Officer for the Denton Housing Authority, stated that they had been notified by the Federal Government that funding for their program would be decreased with administration costs lowered to 77% and the 1536 vouchers in the program would have to be lowered to about 1360 vouchers. Mayor Watts stated that he did not see an allocation plan for the funds DHA would receive from these projects. McDade stated that it would be about $600,000 per year. She noted that there were over 3000 families waiting for housing assistance. Council Member Bagheri noted that there was no letter from the DISD regarding these projects and adding more Title 1 students to the schools. Council Member Gregory responded that he had asked a couple school board members about the projects and they had no opinion on it. Council Member Bagheri wanted more clarification on the partnership with DHA. She was not in favor of moving forward at this time. Council Member Wazny expressed concern that developer's numbers were not true market numbers and noted that she was not prepared to move forward. Council discussed whether the project could be separated; whether the projects would not work with a DHA partnership; and if some units could be used for a homeless initiative or veteran's assistance. Council Member Hawkins stated that there were some procedures that were supposed to happen before Council voted on any additional projects of this nature and felt that they had not been done. City of Denton City Council Minutes May 2, 2017 Page 5 Consensus of Council was to post a Closed Meeting item and action items on the next agenda for Council consideration. 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. Closed Meeting: A. ID 17-120 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 report involving public power competitive and financial matters, hold a discussion, and give staff direction regarding (i) the Energy Trading Risk Management (ETRM) software and support contract with ABBNentyx and an amendment to the same, (ii) the evaluation and selection of a new ETRM vendor in accordance with the City's competitive bidding process, and (iii) the execution of a contract with the new ETRM vendor. 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 17-588 Consultation with Attorneys -Under Texas Government Code Section 551.071. Consult with the City's Attorneys on the status, strategy, and underlying issues and merits of an appeal styled Rushing, et al. v. City of Denton, Cause No. 02-16-00330, currently pending in the Court of Appeals for the Second District of Texas. Mayor Watts left the meeting. 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. 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 17-299 Mayor's Day of Concern for the Hungry Council Member Briggs presented the proclamation for the Mayor's Day of Concern for the Hungry. City of Denton City Council Minutes May 2, 2017 Page 6 B. ID 17-541 Bike Month Council Member Gregory presented the proclamation for Bike Month. C. ID 17-544 Denton Children's Mental Health Awareness Day Council Member Briggs presented the proclamation for Denton Children's Mental Health Awareness Day. D. ID 17-545 National Day of Prayer Council Member Wazny presented the proclamation for National Day of Prayer. E. ID 17-546 Motorcycle Safety and Awareness Month Council Member Bagheri presented the proclamation for Motorcycle safety and Awareness Month. F. ID 17-563 National Small Business Week Council Member Hawkins presented the proclamation for National Small Business Week. 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. C. Additional Citizen Reports 1. Willie Hudspeth spoke regarding past Council Members and how they treated citizens; that there were no African American fire fighters employed by the City of Denton; and that the new City Manager appeared to be transparent. 2. Kim McKibben thanked the Council for their service. She expressed concern regarding the change in the parking meter fees and how a proposed Fry Street overlay district would affect her business. 4. CONSENT AGENDA Mayor Pro Tem Roden noted that Item A had been pulled from consideration. Council Member Hawkins motioned, Council Member Gregory seconded to approve the Consent Agenda and accompanying ordinances and resolutions with the exception of Item A which was pulled from consideration and Items C, E, F and H which were pulled for separate consideration. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member City of Denton City Council Minutes May 2, 2017 Page 7 Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", and Council Member Bagheri "aye". Motion carried unanimously. This item was not considered. A. ID 17-427 Consider adoption of an ordinance authorizing the City Manager, or his designee, to execute an amendment to the Energy Trading Risk Management Contract with ABBNentyx. The Public Utilities Board recommends approval (6-0). Ordinance No. 2017-131 B. ID 17-474 Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the purchase of refuse and recycling containers for the City of Denton Solid Waste Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 6379 -awarded to Roll -Offs USA, Inc. in the three (3) year not -to -exceed amount of $1,950,000). The Public Utilities Board recommends approval (6-0). Ordinance No. 2017-133 D. ID 17-534 Consider adoption of an ordinance authorizing the City Manager to execute a Cooperative Purchasing Program Agreement with the City of Richardson, Texas under Section 271.102 of the Local Government Code, to authorize City of Denton contracts for the purchase of various goods and services; authorizing the expenditure of funds therefor; and declaring an effective date (File 6441 -Cooperative Purchasing Program Agreement with the City of Richardson). Resolution No. R2017-015 G. ID 17-549 Consider approval of a resolution re -appointing a member to the Board of Directors of the Texas Municipal Power Agency, a Joint Powers Agency, representing the City of Denton, Texas; and declaring an effective date. Resolution No. R2017-017 L ID 17-565 Consider approval of a resolution reappointing Timothy S. Fisher as the City's representative to serve as a member of the Board of Directors of the Upper Trinity Regional Water District. The Public Utilities Board recommends approval (6-0). Approved the minutes listed below. J. ID 17-566 Consider approval of the minutes of April 18 and April 25, 2017. Ordinance No. 2017-136 K. ID 17-569 Consider adoption of an ordinance adopting a Schedule of Fees for use of certain park facilities; superseding all prior fees and discounts in conflict with such schedule; and providing for severability and an effective date. Ordinance No. 2017-137 L. ID 17-584 Consider adoption of an ordinance authorizing the City Manager to execute a water main cost participation agreement between the City of Denton, Texas and City of Denton City Council Minutes May 2, 2017 Page 8 Love's Travel Stops & Country Stores, Inc. for the City's participation in the oversizing of water mains and in accordance with the terms and conditions of this ordinance; authorizing the expenditure of funds therefore; and providing an effective date. (In the not -to -exceed amount of $80,322.16) The Consent Agenda items removed for separate consideration were considered. Ordinance No. 2017-132 C. ID 17-479 Consider adoption of an ordinance accepting competitive proposals and awarding a public works contract for the construction of the 9/11 Firefighter's Memorial Bell Tower project for the City of Denton; providing for the expenditure of funds therefor; and providing an effective date (RFP 6391C -awarded to Links Construction, LLC in the amount of $165,043.60). The Public Art Committee recommends approval of the design concept (8-0). Christine Taylor, Parks Business Manager, stated that in the 2014 CIP Bond Election voters approved $325,000 for Public Art related to Public Safety Facilities. She presented the details of the proposed Bell Tower and noted that this project was appropriate for the designated bond funds. Willie Hudspeth spoke in opposition. Council Member Gregory 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 Council Member Bagheri "aye". Motion carried unanimously. Ordinance No. 2017-134 E. ID 17-535 Consider adoption of an ordinance accepting competitive proposals and awarding a five (5) year contract for Tennis Instructor Services for the City of Denton Parks Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 6343 -Tennis Instructor for City of Denton awarded to Gray Event Management LLC, dba Bad Dawg Tennis in the five (5) year not -to -exceed amount of $750,000). D'Lee Williams, Assistant Director of Parks and Recreation, stated that prior to 2009, tennis instruction was primarily provided by city staff. In 2009, Gray Event Management was awarded the initial contract. An RFP was sent to 136 vendors and only one vendor responded. Willie Hudspeth spoke off topic regarding a football field that was never built. Council Member Hawkins motioned, Council Member Gregory seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", and Council Member Bagheri "aye". Council Member Wazny "nay". Motion carried with a 5-1 vote. City of Denton City Council Minutes May 2, 2017 Page 9 Ordinance No. 2017-135 F. ID 17-543 Consider adoption of an ordinance of the City of Denton, Texas, authorizing a waiver for the Texas Municipal Power Agency's (TMPA) decommissioning plan deadline for the Gibbons Creek power plant, and authorizing TMPA to develop a decommissioning plan within a reasonable time if its efforts to sell the plant are abandoned; and providing an effective date. The Public Utilities Board recommends approval (6-0). Phil Williams, General Manager of DME, presented the details on the proposed waiver for the TMPA decommissioning plan and associated deadline for the Gibbons Creek power plant. TMPA was in negotiations to sell generation and some transmission assets and had requested Member Cities to waive the requirements for the decommissioning plan. Council Member Hawkins motioned, Council Member Gregory seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", and Council Member Bagheri "aye". Motion carried unanimously. Resolution No. R2017-016 H. ID 17-558 Consider approval of a resolution specifying the intent of the City of Denton, Texas to designate a 25.630 acre tract out of a 340.469 acre tract previously purchased by the City of Denton in November 2016 for Denton Enterprise Airport use; and providing and effective date. (Denton Enterprise Airport: West Parallel Runway Project (Eagle Farms, Inc. and John Porter Auto Sales, Inc.) Mark Nelson, Director of Transportation, stated that this resolution would designate a 25.6 acre tract to the Airport for the west parallel runway project which was part of a larger parcel. Council Member Briggs questioned if Airport funds would pay for this parcel. Nelson replied that the FAA had provided an airspace study for part of the project. Council Member Wazny motioned, Council Member Bagheri 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 Council Member Bagheri "aye". Motion carried unanimously. 5. PUBLIC HEARINGS A. ID 17-369 Hold a public hearing, and discuss, deliberate and provide staff with direction regarding the proposed site for construction, expansion, and use of an electric power transmission substation generally located in the northeast corner of East Sherman Drive and Hartlee Field Road; as part of Denton Municipal Electric's service territory. [Hartlee Field Substation] The Mayor Pro Tem opened the public hearing. City of Denton City Council Minutes May 2, 2017 Page 10 Phil Williams, General Manager of DME, stated that this was the Hartlee Field Road substation project. The location for this project was the northeast part of town and was needed to meet growth. DME had proposed five optional sites and was recommending the yellow route. DME held a public open house at the Civic Center plus the Public Utilities Board had held a public hearing. The different options were presented. Based on the comments from the public, it was narrowed down to the blue option and the yellow option with the yellow option being owned by the City. Julie Kuhlken stated that her family owned the property beside the proposed location and they were in support of the decision of PUB. The Mayor Pro Tem closed the public hearing. No action was needed on this item at this time. Ordinance No. 2017-138 B. Z16 -0028a Hold a public hearing and consider adoption of an ordinance to rezone approximately 0.550 acres from a Downtown Residential 2 (DR -2) District to a Downtown Commercial General (DC -G) District. The property is generally located at 1604 West Hickory Street approximately 85 feet east of North Avenue C in the City of Denton, Denton County, Texas. The Planning and Zoning Commission recommends approval (4-2). (Z16-0028, Harris). Munal Mauladad, Director of Development Services, stated that this request was to rezone property at 1604 W. Hickory Street from a Downtown Residential 2 District to a Downtown Commercial General District. The request would consolidate zoning for future redevelopment. Mauladad provided compatibility analysis of surrounding properties. Staff recommended approval based upon the land use analysis. The Planning and Zoning Commission recommended approval of the request. The applicant held a neighborhood meeting with one person attending. The Mayor Pro Tem opened the public hearing. Gary Chang, 3608 Lake Country Drive, the applicant, spoke in support. The Mayor Pro Tem closed the public hearing. Council Member Gregory motioned, Council Member Hawkins seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Council Member Briggs "nay". Motion carried with a 5-1 vote. Ordinance No. 2017-139 C. S 17-0002a Hold a public hearing and consider adoption of an ordinance for a Specific Use Permit to allow for a high school use on approximately 13.73 acres. The property is generally located at the southwest corner of the East University Drive and Nottingham Drive intersection. The Planning and Zoning Commission recommends approval with conditions (6-0). (517-0002, Denton Calvary Academy High School). City of Denton City Council Minutes May 2, 2017 Page 11 The Mayor Pro Tem opened the public hearing. Munal Mauladad, Director of Development Services, stated that this request was for a Specific Use Permit to allow for a high school use on approximately 13.73 acres. The location was at the southwest corner of the East University Drive and Nottingham Drive intersection. She reviewed the compatibility analysis and public notification. Staff and the Planning and Zoning Commission recommended approval with conditions. The Mayor Pro Tem closed the public hearing. 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", and Council Member Bagheri "aye". Motion carried unanimously. 6. CONCLUDING ITEMS A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. Council Member Briggs requested a report on a Southeast Denton football field. Council Member Briggs requested an update on the Teen Council. Council Member Wazny requested an update on the proposed parking changes around Fry Street and a comparison to downtown parking as presented during the Citizen Reports. Council Member Bagheri requested an update on the City's exotic animal ordinance. Council Member Bagheri requested information on a scoring system for public housing projects. Council Member Wazny requested a justification for the eight or nine city attorneys, specifically job descriptions and salaries. Mayor Pro Tem Roden questioned if there would be any repercussions for the City concerning the Council Commissioners redrawing district lines. City of Denton City Council Minutes May 2, 2017 Page 12 B. Possible Continuation of Closed Meeting topics, above posted. There was no continuation of the Closed Meeting. With no further business, the meeting adjourned at 8:10 p.m. CHRIS WATTS KEVIN RODEN MAYOR MAYOR PRO TEM CITY OF DENTON, TEXAS CITY OF DENTON, TEXAS JANE RICHARDSON ASSISTANT CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON CITY COUNCIL MINUTES May 9, 2017 After determining that a quorum was present, the City Council convened in a Work Session on Tuesday, May 9, 2017 at 2:00 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, and Mayor Watts. ABSENT: Council Member Bagheri Citizen Comments on Consent Agenda Items Mayor Watts noted that Comment Cards in opposition to Consent Agenda Item 1B had been submitted by Buddy Dobson and Mrs. Buddy Dobson. Willie Hudspeth spoke regarding the reasons for his topics of discussion during the agenda item for Consent Agenda items. He also spoke on Consent Agenda Item 1C. Susie Autry spoke regarding Consent Agenda Item 1B and the process for determining the location of the site. Council Member Bagheri arrived at the meeting. Mayor Watts requested clarification of Consent Agenda Item 1B in terms of Council discussion. Council Member Briggs requested Consent Agenda Item 1B be pulled for individual consideration. 2. Work Session Reports A. ID 17-587 Receive a report, hold a discussion, and provide staff direction regarding Shiloh Village and the concept of community housing (co -housing). Pat Smith presented details regarding Shiloh Village and the concept of shared living spaces. He reviewed the vision and mission of the project. The process of developing the project and the proposed governance structure were presented. The proposed layout of the project was noted as well at the next steps in the process. Ron Menguita, Long Range Planning Administrator, provided background information on the project and the co -housing concept. Options for consideration were provided to Council. Staff was recommending an Overlay District in order to allow the project to move forward and reviewed the details of an overlay district. Council discussed whether the proposal as presented related to tiny houses in other areas of the city; would an overlay district provide protection for long range management issues; types of infrastructure that would be required for the units and the main units in the project; and whether this was a premature request for Council direction at this time due to new council members coming to Council in the near future and the need to have community input on such a proposal. Consensus of the Council was to move forward with community engagement both with adjacent neighborhoods and city-wide plus consider the sustainability of the project through the years. City of Denton City Council Minutes May 9, 2017 Page 2 B. ID 17-589 Receive a report, hold a discussion, and give staff direction regarding redevelopment of the property at 101 S. Locust Street (Wells Fargo Building). Caroline Booth, Director of Economic Development, presented the background information on the proposed redevelopment of the Wells Fargo Building. Three scenarios for redevelopment were reviewed. Revenue comparisons for the building only, actual site and large site option were presented. Council discussed that the number of proposed public parking spaces was not acceptable; updating the Wells Fargo building and providing a hotel in the downtown area would be welcomed; continued discussion was needed regarding parking in the area whether free or paid parking; include in the discussion the applicability of the Downtown TIF; and include the Historic Preservation Officer in the discussions of project. Consensus of the Council was to continue with the discussion of the project. Following the completion of the Work Session, the City Council convened in a Closed Meeting to consider the specific item listed below under the Closed Meeting section of this agenda. 1. Closed Meeting: A. ID 17-621 Consultation with Attorneys - Under Texas Government Code Section 551.071 regarding legal issues. Consultation, discussion and deliberation regarding legal matters associated with the City's legal and contractual relationship with the Denton Housing Authority including, but not limited to, Ojala Holdings and the Denton Housing Authority's requests for resolutions showing "no objections" on two 4% Housing Tax Credit housing developments, 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. Following the completion of the Closed Meeting, the City Council convened in a Special Called Meeting. 1. CONSENT AGENDA Mayor Watts noted that Item B would be pulled for separate consideration. Council Member Gregory motioned, Mayor Pro Tem Roden seconded to approve the Consent Agenda and accompanying ordinances and resolutions with the exception of Item B which was pulled for separate consideration. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye" and Mayor Watts "aye". Motion carried unanimously. City of Denton City Council Minutes May 9, 2017 Page 3 Ordinance No. 2017-140 A. ID 17-167 Consider adoption of an ordinance approving an Advanced Costs Reimbursement Agreement between Epic Development, Inc., Columbia Medical Center of Denton Subsidiary, L.P., and the City of Denton regarding reimbursement to the City for removal of unauthorized obstructions from a transmission line easement; and providing effective date. The Public Utilities Board recommends approval (6-0). Ordinance No. 2017-141 C. ID 17-603 Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas, and the Day of the Dead Festival; providing for the expenditure of funds; and providing for an effective date. Ordinance No. 2017-142 D. ID 17-618 Consider adoption of an ordinance of the City of Denton, Texas, concurring with the City Manager's reorganization of the City of Denton's administrative departments and divisions; and providing an effective date. Council considered the item pulled for separate consideration. Resolution No. R2017-018 B. ID 17-585 Consider approval of a resolution of the City Council of the City of Denton, Texas, regarding the proposed site for the construction, expansion, and use of an electric power transmission/distribution substation generally located in the northeast corner of East Sherman Drive and Hartlee Field Road, in the extraterritorial jurisdiction of the City of Denton, Denton County, Texas, and part of Denton Municipal Electric's service territory; and providing an effective date. [Hartlee Field Substation] Council Member Briggs questioned the amount of screening around the substation. Phil Williams, General Manager -DME, stated that staff would look at moving the station down more on the site and include additional greenery around it. Council Member Hawkins motioned, Council Member Gregory seconded to approve the resolution. 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. 2. ITEMS FOR INDIVIDUAL CONSIDERATION Ordinance No. 2017-143 A. ID 17-579 Consider adoption of an ordinance of the City of Denton, Texas amending the Fiscal Year 2016-2017 Budget and Annual Program of Services of the City of Denton to allow for adjustments to the General Fund of three hundred seventy-five thousand dollars ($375,000) for the purpose of funding fencing at City Cemeteries, City of Denton City Council Minutes May 9, 2017 Page 4 Downtown Reinvestment Fund of twenty thousand dollars ($20,000) for the purpose of funding additional grant applications, the Library Donation Fund of twenty thousand dollars ($20,000) for the purpose of funding the purchase of replacement furniture, equipment and supplies; declaring a municipal purpose; providing a severability clause, an open meetings clause and effective date. Chuck Springer, Director of Finance, stated that the amendment included three items. One was for funding the fencing at the cemeteries, one for funding two Downtown Reinvestment Grant Fund projects and one for funding the Library Donation Fund for replacement furniture, equipment and supplies.. Council Member Gregory motioned, Council Member Wazny seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye" and Mayor Watts "aye". Motion carried unanimously. Ordinance No. 2017-144 B. ID 17-575 Consider adoption of an ordinance approving a grant application from John Withers, representing Withhick, LLC, from the Downtown Reinvestment Grant Program not to exceed $25,000; and providing for an effective date. The Economic Development Partnership Board recommends approval (7-0). Mayor Pro Tem Roden motioned, Council Member Hawkins seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "nay" and Mayor Watts "aye". Motion carried with a 6-1 vote. C. ID 17-576 Consider adoption of an ordinance approving a grant application from Tim Beaty, representing 421 E. Oak, from the Downtown Reinvestment Grant Program not to exceed $25,000; and providing for an effective date. The Economic Development Partnership Board recommends approval (7-0). Mayor Pro Tem Roden motioned, Council Member Hawkins seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "nay" and Mayor Watts "aye". Motion carried with a 6-1 vote. D. ID 17-611 Consider approval of a resolution of the City of Denton, Texas evidencing no objection to the proposed new construction of The Standard at MedPark Station, L.P.; and authorizing such other actions necessary or convenient to carry out this resolution; and providing for an effective date. Sarah Kueckler, Assistant to the City Manager, presented background information on the proposal along with the tax implications. Speaker Cards were submitted by the following: City of Denton City Council Minutes May 9, 2017 Page 5 Dr. Kathryn Stream spoke in support Sheryl English spoke in support Council discussed whether the new facility would be able to house all of the residents from Heritage Oaks. Council Member Gregory motioned, Council Member Briggs seconded to approve the resolution. Mayor Watts noted that he would be voting against the resolution because it would divert tax money from the City to another organization. He was concerned about having to do both projects or do nothing; having to do a joint agreement or nothing and that it had to be done today. Council Member Hawkins stated that he had the same concerns and would be voting no for both projects as he not comfortable with the projects not being on the tax rolls. Mayor Pro Tem Roden stated he was in favor of the motion because Denton had a housing issue. While this was not an ideal situation the housing was needed. Council Member Wazny stated that the proposal would remove the properties from the property tax rolls forever due to the joint agreement with the Denton Housing Authority. She noted that a prior developer agreed to pay property taxes. She would be voting no due to no property taxes for the development. Council Member Bagheri stated that she would be voting no. On roll call vote to approve the resolution, Mayor Pro Tem Roden "aye", Council Member Wazny "nay", Council Member Briggs "aye", Council Member Hawkins "nay", Council Member Gregory "aye", Council Member Bagheri "nay" and Mayor Watts "nay". Motion failed with a 3-4 vote. Resolution No. R2017-019 E. ID 17-612 Consider approval of a resolution of the City of Denton, Texas evidencing no objection to the proposed new construction of The Hudson at MedPark Station, L.P.; and authorizing such other actions necessary or convenient to carry out this resolution; and providing for an effective date. A Speaker Card was submitted by Dr. Kathryn Stream in support of the resolution. Council Member Gregory motioned, Council Member Briggs seconded to approve the resolution. On roll call vote Mayor Pro Tem Roden "aye", Council Member Wazny "nay", Council Member Briggs "aye", Council Member Hawkins "nay", Council Member Gregory "aye", Council Member Bagheri "nay" and Mayor Watts "aye". Motion passed with a 4-3 vote. Ordinance No. 2017-146 F. ID 17-624 Consider adoption of an ordinance of the city of Denton, Texas amending certain provisions of chapter 1 and chapter 17 of the Denton code of ordinances, the Denton property maintenance code, including sections 1-11, 17-2, 17-37, 17-42, 17- 112, 17-121, and 17-124 and adding section 17-3 to provide for code enforcement City of Denton City Council Minutes May 9, 2017 Page 6 officer authority; providing for a severability clause, savings clause, and an effective date. Laura Behrens, Fire Marshal, stated that during prior discussions in December it was noted that Community Improvement Services would become a part of the Fire Department. This ordinance would ratify the authority for Community Improvement Services to carry out their assigned duties. Council Member Hawkins 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 "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 Gregory requested revisions to speakers at the Work Session items. After the speaker states his/her name, he/she should indicated which agenda he/she was addressing and clearly state whether for or against the item. Council Member Bagheri requested information on adding the voting record for council members to the website. Council Member Wazny requested an emergency meeting in order to address additional early voting locations for the runoff election. City Attorney Leal stated that the Open Meeting Act allowed for emergency meeting under certain conditions and this was not one of those allowed conditions. Mayor Watts noted that no discussion could take place at this meeting as it had not been posted. Council Member Wazny requested an item be added to the June 6' meeting to discuss hiring a search firm for a new City Attorney. City of Denton City Council Minutes May 9, 2017 Page 7 Mayor Watts requested a discussion on the Downtown TIF. Mayor Watts requested a Work Session with Chief Howell on how the homeless were policed. With no further business, the meeting was adjourned at 5:05 p.m. CHRIS WATTS MAYOR CITY OF DENTON, TEXAS JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON CITY COUNCIL MINUTES May 16, 2017 After determining that a quorum was present, the City Council convened in a Work Session on Tuesday, May 16, 2017 at 5:00 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. PLEDGE OF ALLEGIANCE The Council and members of the audience recited the Pledge of Allegiance to the U. S. and Texas flags. 2. ITEMS FOR INDIVIDUAL CONSIDERATION Ordinance No. 2017-147 A. ID 17-598 Consider adoption of an ordinance canvassing the returns and declaring the results of the Regular Municipal Election to elect four City Council Members to Districts 1, 2, 3, and 4 of the City Council of the City of Denton, Texas held in the City of Denton on May 6, 2017; declaring that no candidate received the majority of votes cast for District 3 and that a runoff election is ordered to be held on Saturday, June 10, 2017; and providing an effective date. Jennifer Walters, City Secretary, read the final results of the election noting that Gerard Hudspeth, District l; Kelly Briggs, District 2; and John Ryan, District 4 had received a majority of the ballots case and were elected to those positions. A runoff election would be necessary as no one had a majority of the ballots cast in District 3. The runoff would be held on June 10, 2017 with Paul Meltzer and Don Duff as runoff candidates. Council Member Gregory motioned, Mayor Pro Tem Roden seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. Ordinance No. 2017-148 B. ID 17-599 Consider adoption of an ordinance canvassing the returns and declaring the results of a Special Election held in the city of Denton, Texas, on May 6, 2017 for the purpose of authorizing the adoption of a ceiling or limitation on the City ad valorem tax levy of a person who is disabled and a person who is sixty-five (65) years of age or older who makes application for and receives a homestead exemption; and providing an effective date. Jennifer Walters, City Secretary, read the final results for the proposition, noting that the majority of the ballots cast were in favor of the measure and that it had passed. City of Denton City Council Minutes May 16, 2017 Page 2 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", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. C. ID 17-600 Oath of Office administered to newly elected Council Members. Jennifer Walters, City Secretary, administered the oath of office to Gerard Hudspeth, District l; Keely Briggs, District 2; and John Ryan, District 4. D. ID 17-601 Election of Mayor Pro Tem. Council Member Hudspeth nominated Sara Bagheri for Mayor Pro Tem. On roll call vote, Council Member Hudspeth "aye", Council Member Briggs "aye", Council Member Ryan "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. E. ID 17-602 Resolutions of Appreciation for Mayor Pro Tem Roden, Council Member Hawkins, and Council Member Wazny. Mayor Watts read the Resolution of Appreciation for Kathleen Wazny and presented her with a crystal plaque. Council Member Gregory motioned, Mayor Pro Tem Bagheri seconded to approve the resolution. On roll call vote, Council Member Hudspeth "aye", Council Member Briggs "aye", Council Member Ryan "aye", Council Member Gregory "aye", Mayor Pro Tem Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. Mayor Watts read the Resolution of Appreciation for Joey Hawkins and presented him with a crystal plaque. Council Member Wazny motioned, Council Member Ryan seconded to approve the resolution. On roll call vote, Council Member Hudspeth "aye", Council Member Briggs "aye", Council Member Ryan "aye", Council Member Gregory "aye", Mayor Pro Tem Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. Mayor Watts read the Resolution of Appreciation for Kevin Roden and presented him with a crystal plaque. Council Member Wazny motioned, Council Member Gregory seconded to approve the resolution. On roll call vote, Council Member Hudspeth "aye", Council Member Briggs "aye", Council Member Ryan "aye", Council Member Gregory "aye", Mayor Pro Tem Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. With no further business, the meeting was adjourned at 7:05 p.m. City of Denton City Council Minutes May 16, 2017 Page 3 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 DEWON File #: ID 17-635, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Denton Municipal Electric CMIACM: Todd Hileman, City Manager DATE: March 23, 2017 SUBJECT Consider adoption of an ordinance of the City of Denton ("City") finding that a public use and necessity exists to acquire fee simple title to a 1.656 acre tract of land situated in the Alexander Hill Survey, Abstract No. 623, City of Denton, Denton County, Texas ("Property Interests"), for the expansion, construction, maintenance, operation, and improvement of electrical transmission lines, facilities and structures, including substations; authorizing the City to acquire the Property Interests by either agreement or through the use of the power of eminent domain; authorizing the use of power of eminent domain to condemn the Property Interests if an agreement cannot be reached; authorizing the expenditure of funds; making findings; providing a savings clause and an effective date. [Eagle Substation] BACKGROUND The Denton Municipal Electric (DME) Capital Improvement Plan includes a project to reconstruct its electric transmission system. Its current capacity is inadequate for expected future load. The need for a substation in the vicinity of the UNT campus has been identified and shared with the community. DME held two open houses to inform the community regarding the siting of the proposed substation sites and received feedback. The first meeting was held at the City of Denton Civic Center on the evening of May 20, 2015. The second meeting was held on July 23, 2015 at Calhoun Middle School in Denton, TX. A public hearing was held by the City Council on October 20, 2015 where input from members of the public was heard. The Council directed at that meeting that the "Blue" option be removed from future consideration. Another presentation was made in closed session to the Public Utilities Board (PUB) on July 11, 2016 and to the City Council in closed session on July 19, 2016 which concluded that the Orange option with lower profile gas insulated substation (GIS) was the preferred location and configuration. OPTIONS 1. Approve adoption of an ordinance to acquire the above subject property. 2. Do not approve adoption of the ordinance and provide staff with further direction. 3. Table the matter for future action. RECOMMENDATION DME staff recommends approving adoption of the ordinance to acquire the subject property for the City of City of Denton Page 1 of 2 Printed on 5/19/2017 powered by I-eg;gl;>karI File #: ID 17-635, Version: 1 Denton. PRIOR ACTION/REVIEW (Council, Boards, Commissions) • 5/20/15 - Public Open House 41 • 7/23/15 - Public Open House 42 • 10/12/15 - PUB Public Hearing • 10/20/15 - CC Public Hearing - Blue site was eliminated from options and DME was asked to pursue a site on UNT Campus • 11/17/15 - CC directed DME to pursue Orange and Green sites • 12/6/15-6/06/16 - DME met with UNT to determine campus site • 7/11/16 - PUB closed session - selected Orange Site • 7/19/16 - CC closed session - indicated support for Orange Site • 8/23/16 - CC declared Orange Site as the substation site choice 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 1. Ordinance 2. Map 3. Motion 4. Appraisal 5. Eagle Presentation Respectfully submitted: Phil Williams General Manager Prepared by: Elizabeth Bell Denton Municipal Electric City of Denton Page 2 of 2 Printed on 5/19/2017 powered by I._ag;gl;>karI S:\Legal\Our Dow ments\Ordinances\17\Ordinance-Eagle Substation.docx ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON FINDING THAT A PUBLIC USE AND NECESSITY EXISTS TO ACQUIRE FEE SIMPLE TITLE TO A 1.656 ACRE TRACT OF LAND SITUATED IN THE ALEXANDER HILL SURVEY, ABSTRACT NO. 623, CITY OF DENTON, DENTON COUNTY, TEXAS ("PROPERTY INTERESTS"), FOR THE EXPANSION, CONSTRUCTION, MAINTENANCE, OPERATION, AND IMPROVEMENT OF ELECTRICAL TRANSMISSION LINES, FACILITIES, AND STRUCTURES, INCLUDING SUBSTATIONS; AUTHORIZING THE CITY TO ACQUIRE THE PROPERTY INTERESTS BY EITHER AGREEMENT OR THROUGH THE USE OF THE POWER OF EMINENT DOMAIN; AUTHORIZING THE USE OF THE POWER OF EMINENT DOMAIN TO CONDEMN THE PROPERTY INTERESTS IF AN AGREEMENT CANNOT BE REACHED; AUTHORIZING THE EXPENDITURE OF FUNDS; MAKING FINDINGS; PROVIDING A SAVINGS CLAUSE AND AN EFFECTIVE DATE. 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 require, the acquisition of the Property Interests together with all necessary appurtenances, additions and improvements on, over, under, and through the Property Interests ("Related Rights") by the City of Denton, Texas ("City"). The City Council finds that the acquisition of the Property Interests and Related Rights is a valid public use necessary to provide for the expansion, construction, maintenance, operation, and improvement of electric transmission lines, facilities, and structures, including substations, to serve the public and citizens of the City. WHEREAS, the City is required to make an initial offer as defined by, and in compliance with Texas Property Code §21.0111 ("Initial Offer"), and a bona fide offer, as defined by, and in compliance with, Texas Property Code §21.0113 ("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 Property Interests based on the appraisal and fair market value of the Property Interests and any applicable fees necessary to acquire 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 Interests. NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY 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 and depicted in Exhibit "A", which is attached hereto and incorporated herein, for the reasons and purposes set forth above. SECTION 3. The City Council authorizes the City Attorney, or his designee, to negotiate for and to acquire the related 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 his 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 his 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 expansion, construction, maintenance, operation, and improvement of electric transmission lines, facilities, and structures, including substations. This property is generally located at the southeast corner of Eagle Drive and Bernard Street, or 801-811 Eagle Drive and 827 Bernard Street, Denton, Denton County, 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 property 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 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: '(, -0 fitIn 11, IF - � WA gg ul r- 0 Q hsig $$ !�g fg � ¢;; fl; on R 44 Nil .O9"88-3 U.".00 s Ell I if all - - - - - - - - - - 01 oi I CC I fill rc 3333 fill H II I I I ON .99-M-M.MM00N wu (Am-30-IH918HIG..318VIeVA) 133 UAS OUYNU39 CL CL s �e g /� ,,ww Q N y Y/ s II 6 � cc I. # , to oH.sa 6" a x a No o E memW m Oz LL m4� I �g 3 00-59LY-3 .M4,.14.000L3O S/ n� (5L'04L M Z 6Z00 S) ]Th P V1" o,as �... Le oyt-3,•.60^EZ°OO S...„ •"44» - `" Eli— >I g fox .10 ON p w° e�--------- Eiji,!Up i = 1 I. @a ck a� I .o O _ i YYiisS' �8?0 cn i B d I ,h I 9416L-M E4ZEOONo zz v 10330 88;$e! 3 Ol BD 00 N)"�u UIT .s (AVM-J0-1HO18 H1O1M .918VI&VA) 133HIS allVNU38 B GS C:\Users\1983838.CODAD\Desktop\Eagle Substation Motion.docx MOTION City Council Agenda Item (Eagle Substation) "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 fee simple to the surface estate, of a 1.656 acre tract generally located at the southeast corner of Eagle Drive and Bernard Street, and being situated in the Alexander Hill Survey, Abstract No. 623, in the City of Denton, Denton County, Texas, and more particularly described on "Exhibit A" to the ordinance now under consideration and on the overhead screen being now displayed to the audience, all of which is for a valid public use necessary to provide the expansion, construction, maintenance, operation, and improvement of electric transmission lines, facilities, and structures, including substations, to serve the public and citizens of the City of Denton, Texas." A REAL PROPERTY APPRAISAL REPORT 1919 I:I4►51 D1►T►/_Vill DI a:Z9] a 21 A wo 801-811 Eagle Drive Et 827 Bernard Street, Denton, Denton County, Texas 76201 City of Denton, DME Program Management Proposed Eagle Substation PREPARED FOR: FREESE AND NICHOLS, INC. c/o Mr. Phil Williams General Manager Denton Municipal Electric (DME) 215 E McKinney Street Denton, Texas 76201 EFFECTIVE DATE OF THE APPRAISAL: March 31, 2017 PREPARED BY: FORT WORTH, TEXAS 76107 www.ob-realty.com Job No. - 16.2098 I'W E ` TABLE OF CONTENTS PAGE NO. TABLE OF CONTENTS........................................................................ 1 SECTION I - APPRAISAL REPORT............................................................. 2 Scopeof Work.......................................................................... 4 Competency Rule...................................................................... 5 Jurisdictional Exception Rule ........................................................ 5 Extraordinary Assumptions........................................................... 5 Hypothetical Conditions.............................................................. 5 Definition of Market Value............................................................ 6 Summary of Salient Facts and Conclusions ........................................ 7 Aerial..................................................................................... 8 Dateof the Report..................................................................... 9 Effective Date of Appraisal........................................................... 9 Purpose and Property Rights Appraised ............................................ 9 Identity of the Client and Intended Users of the Report ........................ 9 Intended Use of the Appraisal....................................................... 9 Statement of Ownership, Sales History and Status ............................... 9 Market Area Analysis.................................................................10 SiteAnalysis............................................................................18 Improvement Analysis................................................................ 20 Legal and Regulatory Constraints..................................................22 Highest and Best Use Analysis....................................................... 24 Market Value Estimate of the Whole Property ................................... 27 Sales Comparison Approach......................................................... 28 Income Capitalization Approach .................................................... 33 SECTION II - EXHIBITS...................................................................... 38 AreaMap................................................................................ 39 MarketArea Map...................................................................... 40 PropertyAerial........................................................................ 41 Survey Et Legal Description.......................................................... 42 Flood Plain Map........................................................................43 SubjectPhotos.........................................................................44 SECTION III - COMPARABLE SALES.......................................................... 49 SECTION IV - CERTIFICATION OF THE APPRAISAL ........................................... 54 SECTION V - ASSUMPTIONS AND LIMITING CONDITIONS AND DEFINITIONS .................. 57 SECTION VI - QUALIFICATIONS OF THE APPRAISERS ........................................ 65 PROPOSED EAGLE SUBSTATION PAGE] C�I'WEN RFAvYAMIGOR5 SECTION I - APPRAISAL REPORT PROPOSED EAGLE SUBSTATION PACE uI"'�(') April 4, 2017 SEcTloNI -APPRAISAL REPORT 01 BRIEN REALTY ADVISORS, LLC REAL. iEs r .rir CGNSUi...r iN rs i',;tiRRr I iii: Ei� IS 3208 COLLINSWORTH STREET FORT WORTH, TExAs 76107 FREESE AND NICHOLS, INC. c/o Mr. Phil Williams General Manager Denton Municipal Electric (DME) 215 E McKinney Street Denton, Texas 76201 SUBJECT: THE MD MASUD REZA PROPERTY 801-811 Eagle Drive Et 827 Bernard Street, Denton, Texas Dear Mr. Williams: O'Brien Realty Advisors, LLC is pleased to present this appraisal report that was prepared on the above referenced property. The purpose of this appraisal is to derive an opinion of market value of the subject property, as of March 31, 2016 the effective date of the appraisal. The report has been prepared in conformity with the Uniform Standards of Professional Appraisal Practice (USPAP), The State of Texas, and the Standards of Professional Practice of the Appraisal Institute. Our opinion of market value is premised upon the Assumptions and Limiting Conditions outlined herein. The definition of market value may be found in Sections I and V. PROPOSED EAGLE SUBSTATION PACE 3 SCOPE OF WORK SEcT1oNI -APPRAISAL REPORT As part of this appraisal, we have completed the following steps to gather, confirm, and analyze the data. ❖ Mike C. O'Brien Et Mark R. Sadler physically inspected the subject and the surrounding market area on December 28, 2016 and March 30, 2017. The appraisers were accompanied by Masud Reza, the property owner, during the inspection on December 28. The inspection of the property is limited to those things readily observable without the use of special testing or equipment. ❖ Collected factual information about the subject and the surrounding market area and confirmed that information with various sources. ❖ Performed a highest and best use analysis of the subject site as vacant and as improved when applicable. ❖ Gathered market information on comparable sales and rents. The comparable information was confirmed with at least one of the parties to the transaction. ❖ Analyzed market information and developed indications of value under the necessary approaches to value for a credible assignment result. • The appraisal of real estate typically employs three traditional valuation methods: the cost approach, the sales comparison approach, and income approach. Use of the approaches in this assignment is summarized as follows: ■ The sales comparison approach is an applicable valuation method for the subject due to the following: • There is an active market for similar properties, and sufficient sales data is available for analysis ■ The income approach is an applicable valuation method for the subject due to the following: • There is an active rental market for similar properties, allowing us to estimate the subject's income generating potential. ■ The cost approach is not applicable to the assignment considering the following: • The age of the property would limit the reliability of estimating the property's accrued depreciation. • This approach is not typically used by market participants for properties the age of the subject. PROPOSED EAGLE SUBSTATION PACE 4 Cll' � E: N SEcT1oNI -APPRAISAL REPORT ❖ Prepared an appraisal report summarizing our analyses, opinions and conclusions. COMPETENCY RULE We have the knowledge and experience of appraising similar type properties located within the subject's market area, and applying the approaches to value utilized; therefore, we are able to complete this assignment competently. JURISDICTIONAL EXCEPTION RULE If any part of the Uniform Standards of Professional Appraisal Practice is contrary to the law or public policy of any jurisdiction, only that part shall be void and of no force or effect in that jurisdiction. EXTRAORDINARY ASSUMPTIONS An extraordinary assumption is an assumption, directly related to a specific assignment, which, if found to be false, could alter the appraiser's opinions or conclusions. Extraordinary assumptions are specific to the assignment, as opposed to general assumptions, which could be applicable to any assignment. In this assignment, we have assumed typical general assumptions and limiting conditions as cited later in this report. It is also noted that the appraisers were unable to get into one of the tenant spaces. It is assumed that this space is in a condition consistent with the age and condition of the overall property. HYPOTHETICAL CONDITIONS A hypothetical condition is "that which is contrary to what exists but is supposed for the purpose of analysis." In the State of Texas, appraisal reports prepared for eminent domain purposes may recognize one or more hypothetical conditions. For example, the appraisal of a remainder property assumes that the proposed public or private improvements were complete as of the effective date of valuation, when in fact it is known that they are not. The use of hypothetical conditions derived from public policy and case law does not result in a process that is limited or renders the results no longer credible. No additional hypothetical conditions were used in this appraisal assignment. PROPOSED EAGLE SUBSTATION PACE 5 Cll' � E: N DEFINITION OF MARKET VALUE "Market value," as used herein, is defined as: SEcT1oNI -APPRAISAL REPORT ...the price which the property would bring when it is offered for sale by one who desires, but is not obliged to sell, and is bought by one who is under no necessity of buying it, taking into consideration all of the uses to which it is reasonably adaptable and for which it either is or in all reasonable probability will become available within the reasonable future. City of Austin v. Cannizzo, et at, 153 Tex. 324, 267 S.W.2d 808 (Tex. 1954). PROPOSED EAGLE SUBSTATION PACE 6 Legal Descriptions The subject is legally described as a 1.656 acre tract of land situated in the Alexander Hill Survey, Abstract No. 623, in the City of Denton, Denton County, Texas. Owner of Record Property Tax Number(s) MD Masud Reza 6281 S. Stemmons Fwy. Corinth, TX 76205 36412 Effective Date of the Appraisal March 31, 2017 Date of the Report April 4, 2017 Land Area 72,123 square feet or 1.656 acres Improvements The subject is improved with an 8,865 SF multi - tenant retail building and a 3,680 SF restaurant building. Highest and Best Use Continued use of existing improvements Estimated Exposure Time 6 - 12 months Property Rights Appraised Fee simple estate (Surface Estate Only) Market Value Indications Cost Approach N/A Sales Comparison Approach $2,195,375 Income Approach $2 344 350 Indicated Market Value $2,300,000 PROPOSED EAGLE SUBSTATION PACE 7 �B R � E N kw,r V r ADVI ORS SECTION I -APPRAISAL REPORT AERIAL Source: Google Earth (Imagery Date: 1/29/2016) *LOCATION OF BOUNDARIES ARE APPROXIMATE DUE TO THE ANGLE OF THE AERIAL, SOME IMPROVEMENTS MAY ERRANTLY APPEAR TO BE ENCROACHING ON ADJOINING PROPERTIES PROPOSED EAGLE SUBSTATION PACE 8 U"EiR :� I RG:AV YAV>1VISORS DATE OF THE REPORT The date of the report is April 4, 2017. EFFECTIVE DATE OF APPRAISAL SEcT1oNI-APPRAISAL REPORT The effective date of this appraisal (value) is March 31, 2017. PURPOSE AND PROPERTY RIGHTS APPRAISED The purpose of this appraisal is to derive an opinion of market value of the subject property, as of March 31, 2017, the effective date of the appraisal. The surface estate has been appraised. IDENTITY OF THE CLIENT AND INTENDED USERS OF THE REPORT The client is Freese and Nichols, Inc., and the intended users are Freese and Nichols, Inc.; Denton Municipal Electric (DME); 7 Arrows Land Staff, LLC; and their agents, representatives and assigns. INTENDED USE OF THE APPRAISAL This appraisal report has been prepared for Freese and Nichols, Inc.; DME; 7 Arrows Land Staff, LLC; and their assigns, for assistance in acquisition negotiations and eminent domain proceedings if necessary. STATEMENT OF OWNERSHIP, SALES HISTORY AND STATUS According to the Uniform Standards of Professional Appraisal Practice (USPAP), the appraisers are required to discuss and analyze any previous sales of the subject property within the previous three years for all properties. According to public records, the subject is currently owned by MD Masud Reza and has been since December 8, 1999. The property does not currently appear to be listed for sale, and the appraisers are not aware of any options or contracts on the property. PROPOSED EAGLE SUBSTATION PACE 9 �B R � E N RE VrADVI ORS SECTIONI-APPRAISAL REPORT MARKET AREA ANALYSIS A neighborhood is typically a segment of a community, city or town, which is a homogeneous grouping of individuals, buildings, or business enterprises within the larger community. A neighborhood has three stages of life and possibly a fourth. They are: (1) growth, (2) stability, (3) decline, and (4) revitalization and continuance of the neighborhood life cycle. Principal factors which improve neighborhood values are good schools, churches, rural residential facilities, homogeneity and civic responsibility, prestige and visual appeal, satisfactory transportation affording good ingress and egress, good planning, adequate utilities, conformity in land use, sensible zoning, and topographical and geographical advantages. Some factors which reduce neighborhood values are: the tendency of inhabitants to think the neighborhood is losing its desirability, movement of undesirable uses into the area, lack of zoning protection, increasing taxes, reduced rental rates and values of surrounding properties, lack of adequate planning, community pride, and nuisances. The book entitled Real Estate Appraisal Terminology defines a neighborhood as: A portion of a larger community or an entire community in which there is a homogeneous grouping of inhabitants, buildings or business enterprises. Inhabitants of a neighborhood usually have more than a casual community of interest. Neighborhood boundaries may consist of well-defined natural or man- made barriers or they may be more or less well defined by a distinct change in land use or in the character of the inhabitants. The subject is located in central Denton County, in the City of Denton, Texas. The neighborhood is largely influenced by a mix of commercial, industrial, institutional and residential uses. The City of Denton encompasses a landmass of 97 miles and has a population of approximately 119,000. It's located approximately 35 miles north of Dallas and Fort Worth and is centrally located within the country (you can reach 98% of the US population within 48 hours by vehicle). ACCESS AND LINKAGES IH -35, whose eastern and western segments intersect in the City of Denton, run through Dallas (IH -35E) and Fort Worth (IH -35W) to the south and continue past the Texas/Oklahoma border to the north. Other major thoroughfares in the area are Loop 288 and University Drive. The DFW Airport, the region's largest international airport, is approximately 22 miles to the south. Access to Denton is good with IH -35 and US Highway 377 providing north/south travel and University Drive and US Highway 380 providing east/west travel. PROPOSED EAGLE SUBSTATION PAGE 10 U"EiR :� I RG:AV YAV>1VISORS SEcTloN I -APPRAISAL REPORT Source: City of Denton EMPLOYMENT The primary employment centers for the people living in the subject's neighborhood are located in the larger DFW Metroplex area. According to the Dallas Business Journal Book of Lists 2016, the major employers for North Texas are as follows: PROPOSED EAGLE SUBSTATION PACE H Wal-Mart 34X0 American Airlines Group 27,000 Texas Health Resources 22,296 Dallas Independent School 19,740 Baylor Scott Et White Health 16,500 Lockheed Martin Aeronautics 13,750 Bank of America 13500 City of Dallas 13,336 LIT Southwestern Medical 13,018 Texas Instruments Inc. 13,000 JPMorgan Chase Bank 12,676 PROPOSED EAGLE SUBSTATION PACE H U"EiR :� I RG:AV YAV>1VISORS SEcTloN I -APPRAISAL REPORT The City of Denton also has many large employers - mostly in the industrial, health care and education fields. According to the Denton Economic Development Partnership, the top major employers for Denton are as follows: DEMAND GENERATORS Retail - Rayzor Ranch is a major mixed-use development that is planned to ultimately include more than 582,000 square feet of retail and commercial space. Stores in the development include Academy Sports and Outdoors, Kohl's, Ross Dress for Less, Famous Footwear, Boot Barn, Petco, Panera Bread, Jo -Ann's Fabric and DK Foot. A 600,000 square foot Rayzor Ranch Town Center are in development and plans include a Cinemark Movie Bistro. Golden Triangle Mall is a major retail center that has had major renovations including adding a food court, interior landscaping, Wi-Fi and many new stores and restaurants. Tenants include Sephora, Buckle, Body Central, Charlotte Russe, Tobu Asian Eatery, Italia Express and Smoothie Paradise. Two pad sites for Pollo Tropical and Corner Bakery were also added. PROPOSED EAGLE SUBSTATION PAGE 12 University of North Texas 8,738 Denton ISD 4,417 Peterbilt Motors 2,314 Denton State Supported Living Ctr 1,700 Texas Women's University 1,672 Denton County 1, 581 City of Denton 11,383 FEMA 594-1,100 (varies) Denton Regional Medical Ctr 950 Sally Beauty Company, Inc. 950 Saf ran Electrical Et Power 830 DEMAND GENERATORS Retail - Rayzor Ranch is a major mixed-use development that is planned to ultimately include more than 582,000 square feet of retail and commercial space. Stores in the development include Academy Sports and Outdoors, Kohl's, Ross Dress for Less, Famous Footwear, Boot Barn, Petco, Panera Bread, Jo -Ann's Fabric and DK Foot. A 600,000 square foot Rayzor Ranch Town Center are in development and plans include a Cinemark Movie Bistro. Golden Triangle Mall is a major retail center that has had major renovations including adding a food court, interior landscaping, Wi-Fi and many new stores and restaurants. Tenants include Sephora, Buckle, Body Central, Charlotte Russe, Tobu Asian Eatery, Italia Express and Smoothie Paradise. Two pad sites for Pollo Tropical and Corner Bakery were also added. PROPOSED EAGLE SUBSTATION PAGE 12 U"EiR :� I RG:AV YAV>1VISORS SEcT1oNI-APPRAISAL REPORT Downtown Denton continues to grow with the addition of H Squared, a new apartment complex with ground -floor retail and many new restaurants and bars. The area around the University of North Texas has seen continued apartment activity, with new and redeveloped complexes coming online over the past few years. Business - Denton experienced strong growth in 2015. Not only did four long- time Denton companies expand, but several new companies chose to move to Denton. • An O'Reilly Hotel is developing an Embassy Suites and a 70,000 -square foot convention center in the Rayzor Ranch Town Center. • The Railyard Downtown Project - Rail Yard Partners, Ltd. is renovating an existing 28,000 -square foot building as part of a larger transit - oriented development. The City will lease 9,216 -square feet for a collaborative working space and business incubator. • WinCo Foods - acquired 77 acres on the west side of Western Blvd., just north of Airport Road, to construct an 800,000 -square foot distribution center. This project is projected to create 165 jobs. • Buc-ee's - this "travel center" will be located along 1-35E and will include 53,000 -square feet of retail, fuel sales and a car wash. • Tetra Pak Materials, a manufacturer and distributor of liquid foods, is expanding their current 220,000 square foot facility with an additional 32,000 square foot expansion, including relocating their headquarters from Chicago to Denton. • Air Medical Group Holdings, Inc., a national helicopter ambulance company, plans to begin construction on its new headquarters and hangar near Denton Enterprise Airport - relocating their current headquarters from Lewisville. • Business Air is planning an expansion at the Denton Enterprise Airport with plans to construct a 24,000 square foot hangar with an additional 4,000 square feet of office. PROPOSED EAGLE SUBSTATION PACE 13 U"EiR :� I RG:AV YAV>1VISORS SECT1oNI-APPRAISAL REPORT Education - City of Denton residents have access to several higher education facilities including the University of North Texas, Texas Woman's University and North Central Texas College. The University of Texas just started construction on a new $70 million College of Visual Arts and Design building that will be a 4 -story and 145,000 square foot complex scheduled for completion by Fall 2018. This addition will give their College of Visual Arts and Design a total complex of 228,000 square feet. Recreation - The city has many parks that provide playground areas, waterparks, walking/bike trails, picnic areas and dog parks. In proximity to the City of Denton is Lake Lewisville. Lake Lewisville is one of the largest lakes in north Texas spanning 29,000 acres with 233 miles of shoreline. This recreational lake allows for fishing, skiing, swimming and recreational boating. There are numerous parks located around the lake. There are plenty of nice beaches, campgrounds, hiking and biking trails, golf courses, and other outdoor activities. Lewisville Lake is operated by the US Corps of Engineers and is a part of the Trinity Regional Project. The Trinity Regional Project is a cluster of seven local lakes: Bardwell, Benbrook, Grapevine, Joe Pool, Lavon, Lewisville and Ray Roberts. Lake Lewisville Source:www. take- lewisvi Ile. org Sou rce:www. swf-wc. usace. army. mil PROPOSED EAGLE SUBSTATION PACE 14 U"EiR :� I REAVYADVISORS Krum Business Air Denton Enter Denton SEcTloN I -APPRAISAL REPORT DEMAND GENERATORS MAP DT E N `N Downtown Denton 1288,1 »' Subject Tetra Pak, Inc. j I ,, Lake Lewisville Golden Triangle s Mall a--Siy�1, � I ------------------------ S3 --- E -Ryan R d ---------- Roonson Rd ---_ 10r a G�Jb t O i Shady Shores PUBLIC SERVICES The area is served by the Denton Independent School District. Electric service is provided by Denton Municipal Electric (DME), the City of Denton provides water and waste services and gas is provided by Atmos Energy. LAND USE Neighborhood land use is primarily commercial, institutional and industrial along major thoroughfares, with residential infill. PROPOSED EAGLE SUBSTATION PACE 15 U"Ei R � I REAVYADVISORS SEcTioNI-APPRAISAL REPORT DEMOGRAPHIC FACTORS A demographic profile of the subject, as provided by Site to Do Business, is presented in the following tables: 0000mi 1a WV Merl If A, 6 "N PROPOSED EAGLE SUBSTATION PAGE 16 I nine 3 mules 5 miles Population 2000 Population 15,800 63,595 88,498 2010 Population 17,914 72,221 1 K163 2016 PopulaVon 18,980 77,451 127,457 2021 Population 20,204 83o711 139,577 2000-2010 AnnLW Rate 1.26% 1.28% 2.76% 2010-2016 Annual Rate 0.93% L12% 1.50% 2016-2021 Annuall Rate 1-26% 1-57% 1-83% PROPOSED EAGLE SUBSTATION PAGE 16 I mile 3 rnfles 5 miles Median Household Income 2016 Median Household Income $20,132 $36,373 $46,,26,9 2021 Median Household Income $20,038: $34,385 $47,825 2016-2021 Annu:al Rate -0.099'. -1.12% 0.667. Average "ousehold income 2016 Average HouseWcl Income $33,273 $54,775 $65,611 2021 Average IHleusehald Income $33,823 $57,850 $70,135 2016-2021 Annual Rate 033% 1.10% 1-34% PROPOSED EAGLE SUBSTATION PAGE 16 U"EiR :� I RG:AV YAV>1VISORS OUTLOOK AND CONCLUSIONS SEcT1oNI-APPRAISAL REPORT The market area is in the growth stage of its life cycle. Given the history of the area and the growth trends, it is our opinion that property values will increase gradually, along with the national economy. PROPOSED EAGLE SUBSTATION PACE 17 U"EiR :� I RG:AV YAV>1VISORS SITE ANALYSIS SEcT1oNI-APPRAISAL REPORT An analysis of the property is particularly important in estimating its highest and best use. Following is a discussion of those site characteristics considered most important. PROPERTY LOCATION, SIZE AND SHAPE The subject is a 1.656 acre or 72,123 square -foot, near rectangular shaped tract of land located at the southeast corner of Eagle Drive Et Bernard Street, or 801-811 Eagle Drive Et 827 Bernard Street, Denton, Denton County, Texas. LEGAL DESCRIPTION The subject is legally described as a 1.656 acre tract of land situated in the Alexander Hill Survey, Abstract No. 623, in the City of Denton, Denton County, Texas. PROPERTY TAX INFORMATION Real estate tax assessments are estimated by jurisdiction on a county basis for the subject. The subject lies in Denton County, Texas. Real estate taxes in this state and this jurisdiction represent ad valorem taxes, meaning a tax applied in proportion to value. State law requires that all real property be revalued at least every three years. DENTON COUNTY MARKET AND ASSESSED VALUES Taxing Rate (/$100) Denton County 0.248409 City of Denton 0.683340 Denton ISD 1.540000 Total 2.471749 36412 MD Masud Reza 73,003 2016 $ 447,344 $6.13 $ 202,656 $ 650,000 Total 73,003 2016 $ 447,344 $6.13 $ 202,656 $ 650,000 The 2016 composite tax rates are itemized as follows: Taxing Entity Taxing Rate (/$100) Denton County 0.248409 City of Denton 0.683340 Denton ISD 1.540000 Total 2.471749 The Denton County Appraisal District has appraised the subject at $650,000. It is noted that 2017 values and tax rates have not been released yet. PROPOSED EAGLE SUBSTATION PAGE 18 U"EiR :� I RG:AV YAV>1VISORS SITE ACCESS AND FRONTAGE SEcT1oNI—APPRAISAL REPORT Frontage ±358 feet ±197 feet Paving Asphalt Asphalt Curbs/Gutters Yes Yes Sidewalks Yes Yes Direction of Traffic East/West North/South Condition Average Average Signals/Traffic Control Light C Bernard Light C Eagle Access Average Average Visibility/Exposure Average Average ENVIRONMENTAL STATEMENT According to the client, an environmental study has been done on the property, and no volatiles or semi volatiles were detected in soil or groundwater samples above regulatory action levels. We are unaware of any detrimental environmental conditions that affect the property. For the purposes of our analysis we have estimated the market value of the site as if it is free from any adverse environmental conditions. FLOODPLAIN According to FEMA Map Panel 48121C0360G, dated April 18, 2011, the property appears to be unencumbered by the 100 -year floodplain. Please see "Exhibits" for a floodplain map. TOPOGRAPHY The property is a near rectangular shaped tract with generally level terrain. PROPOSED EAGLE SUBSTATION PAGE 19 U"EiR :� I RG:AV YAV>1VISORS IMPROVEMENT ANALYSIS SEcT1oNI-APPRAISAL REPORT According to our site inspection, the subject is currently improved with a multi -tenant retail building, a restaurant building, and associated site improvements. The condition of the improvements is average overall, and the property has been reasonably maintained. The quality of construction is average overall, and our inspection did not reveal any significant items of deferred maintenance or functional obsolescence. It is noted that one of the tenant spaces was undergoing tenant finish -out as of December 28, 2016. It is also noted that the appraisers were unable to get into one of the tenant spaces. It is assumed that this space is in a condition consistent with the age and condition of the overall property. The appraisers noticed items of personal property at the time of inspection. These items include, but are not limited to, furniture, telephones, computers, cash registers, wall hangings Et artwork, coolers, freezers, ice machines, drink dispensers, inventory, kitchen equipment, buffet equipment, tools, and construction equipment. Also of note is the snow cone stand and related improvements. These are also considered personal property and are being addressed outside the scope of this appraisal. This report does not include a value estimate for any personal property or trade fixtures that might be found on the property. The following detailed description of the improvements is based on our inspection of the property and information gathered from various sources. Exterior Description General Property Type Size Building Area Retail Restaurant Source of SF Info. Year Built Retail Restaurant Foundation Construction Retail Et Restaurant 8,865 square feet 3,680 square feet 12,545 square feet On-site measurements Et survey from client 1985 1990 Slab foundation A mix of metal, brick Et wood siding PROPOSED EAGLE SUBSTATION PACE 20 U"Ei R � E I REAVYADVISORS Interior, Equipment and Mechanical Systems SEcTioNI-APPRAISAL REPORT err Ceiling Cover Mixture of acoustic tiles and exposed trussing Floor Cover Mixture of tile, concrete, vinyl and wood flooring Lighting Mixture of fluorescent, incandescent, Et LED lightning HVAC Central heating and air conditioning. Electrical Assumed to meet code Plumbing Assumed to meet code Rest Rooms Adequate Security Security system noted Site Improvements General Description The subject has typical site improvements associated with the property type, IN including: paving, signage, fencing, lighting, and (111"', Mi. adequate parking. PROPOSED EAGLE SUBSTATION PACE 21 U"EiR :� I RG:AV YAV>1VISORS LEGAL AND REGULATORY CONSTRAINTS ZONING SEcT1oNI-APPRAISAL REPORT The subject is located in the City of Denton, Texas and is zoned Downtown University Core with a land use category of DC -G, "Downtown Commercial General". The purpose of the Downtown University Core District is to "encourage mixed use development within specified commercial areas of the district". A zoning map and specific restrictions are presented below. DKI G, ` " Minimum Lot Area None Minimum Lot Width None Minimum Lot Depth None Minimum Front Yard Setback None Minimum Side Yard None Minimum Rear Yard None Minimum FAR 3.0 Maximum Lot Coverage 85% Minimum Landscaped Area 15% Maximum Building Height 100 feet PROPOSED EAGLE SUBSTATION PAGE 22 U"EiR :� I RG:AV YAV>1VISORS OTHER LEGAL AND REGULATORY CONSTRAINTS SEcT1oNI-APPRAISAL REPORT According to our research and inspection of the property it appears that the property contains mostly typical perimeter/ utility easements. It appears that there are no easements, encumbrances, or restrictions that would restrict the property from being developed to its highest and best use. PROPOSED EAGLE SUBSTATION PAGE 23 U"EiR :� I RG:AV YAV>1VISORS HIGHEST AND BEST USE ANALYSIS SEcT1oNI-APPRAISAL REPORT The following summarizes the highest and best use of the property. PROCESS Before a property's value can be concluded, the highest and best use of the property must be determined for both the subject site as though vacant, and for the property as currently improved (if applicable). The highest and best use must be: ❖ Legally permissible under the zoning laws and other restrictions that apply to the site. ❖ Physically possible for the site. ❖ Economically feasible. ❖ Capable of producing the highest net return on investment (i.e. highest value) from among the possible, permissible, and economically feasible uses. AS THOUGH VACANT LEGALLY PERMISSIBLE The subject is located in the City of Denton and is zoned Downtown University Core with a land use category of DC -G, "Downtown Commercial General". The appraisers are unaware of any deed restrictions or any further legal limitations on the property which would inhibit the property from being developed to its highest and best use. PHYSICALLY POSSIBLE The size, location, access, frontage, availability of utilities, floodplain characteristics and topography of the site affect the uses to which it can be developed. The subject consists of approximately 1.656 acres or 72,123 square feet of land and is located at the southeast corner of Eagle Drive Et Bernard Street. The subject is a near rectangular shaped tract of land with generally level terrain. The property is unencumbered by floodplain and has access to all utilities. Development of the property for a variety of uses is physically possible. PROPOSED EAGLE SUBSTATION PAGE 24 U"EiR :� I RG:AV YAV>1VISORS SEcT1oNI-APPRAISAL REPORT FINANCIALLY FEASIBLE Proposed development must be financially feasible. Factors that must be considered include surrounding land uses, the supply and demand of the property type, the availability of financing, and the cost of land acquisition and building construction in relation to the property's income producing capacity. Conformity is the appraisal principle that holds that real property values are created and sustained when the characteristics of the property conform to the demands of its current market. The styles and uses of the properties in an area may conform for several reasons, including economic pressures, the shared preference of owners of certain types of structures, amenities and services and the enforcement of uniform standards by means of zoning. Through local zoning ordinances, the government encourages conformity by restricting land use. Standards of conformity are set by the market and are therefore subject to change. Zoning codes, however, tend to establish conformity in basic property characteristics including size, style, and design. A particular market also sets standards of conformity, especially in terms of price. Usually the value of an over improved property will decline, or regress towards the value of surrounding, conforming properties, while the value of an under improved property may increase, or progress towards the prevailing market standards. Based on prevailing market conditions, land use patterns and the physical characteristics of the site, multi -family residential use is considered to be the most financially feasible use. MAXIMALLY PRODUCTIVE There does not appear to be any reasonably probable use of the site that would generate a higher residual land value than multi -family residential use. PROPOSED EAGLE SUBSTATION PACE 25 U"EiR :� I RG:AV YAV>1VISORS AS IMPROVED SECT1oNI-APPRAISAL REPORT According to our inspection and Denton Central Appraisal District, the subject is currently improved a mutli-tenant retail building, a restaurant building, and associated site improvements. Given the prevalence of multi -family use in the market area, and the previous conclusion of the highest and best use as vacant being for mutli-family use, the appraisers considered the feasibility of redevelopment. Based on land sales in the appraiser's work file, multi -family land in the subject's market area ranges from $9.18 to $19.06 per SF. At the high end of the range, the subject's land would bring $1,374,664 ($19.06 x 72,123 SF). The current value indications for the subject property, as improved, would exceed the projected value of the site as if vacant; i.e., the current improvements contribute to the overall value of the site. Considering current economic conditions of the neighborhood, no alternative legal use would justify removal of the improvements at present. Therefore, the existing improvements are considered to be the highest and best use of the property. PROPOSED EAGLE SUBSTATION PACE 26 C'EiR :� I RG:AV YAV>1VISORS SEcT1oNI-APPRAISAL REPORT MARKET VALUE ESTIMATE OF THE WHOLE PROPERTY The appraisal of real estate typically employs three traditional valuation methods: the cost approach, the sales comparison approach, and income approach. Use of the approaches in this assignment is summarized as follows: • The sales comparison approach is an applicable valuation method for the subject due to the following: o There is an active market for similar properties, and sufficient sales data is available for analysis • The income approach is an applicable valuation method for the subject due to the following: o There is an active rental market for similar properties, allowing us to estimate the subject's income generating potential. • The cost approach is not applicable to the assignment considering the following: • The age of the property would limit the reliability of estimating the property's accrued depreciation. • This approach is not typically used by market participants for properties the age of the subject. PROPOSED EAGLE SUBSTATION PACE 27 U"EiR :� I RG:AV YAV>1VISORS SALES COMPARISON APPROACH The steps taken to apply this approach area: SEcT1oNI-APPRAISAL REPORT • Gather data on relevant comparable property sales; • Analyze and adjust the sales for material differences in comparison to the subject; • Reconcile the adjusted sales into a value indication for the subject. For this analysis, we use price per square foot of rentable area as the appropriate unit of comparison because market participants typically compare sale prices and property values on this basis. The most relevant sales are summarized below. No. Location Sale(SF)per SF 1 Located at the northwest corner of Oak Street if Cedar 07/29/16 11,300 $176.99 Street, Denton, Texas 2 Located at the southeast corner of Sunset Street if Alice 12/17/14 2,646 $170.82 Street, Denton, Texas 3 Located at the southeast corner of University Drive if 06/24/14 18,292 $174.94 Carroll Blvd., Denton, Texas 4 Located along the east side of Fort Worth Drive, north of 04/30/14 7,500 $125.83 Eagle Drive, Denton, Texas PROPOSED EAGLE SUBSTATION PAGE 28 B R � E N REAVYADVISORS SEcTioNI-APPRAISAL REPORT SALES LOCATIONS PROPOSED EAGLE SUBSTATION PACE 29 (D (D (D p > x 0 (D Lo C)R (D (D (D (D 0 0 04 0 LO M M M M ui C: LQ C-4 W CL CL CL w (D �:, 0 0 15 .2 o -0 LL C: 4 to-> CO E E E E 0 0 co f(D E o Z (D (D CO, (D 0 0 QX0 ) 0 0 C4 'E 0) m m m (D 2 o C:5 Nc'! C: 0 CL CL CL a) (D C(DL CL 0 04 04 E E E = M cx CO) 06 cri (D 6�> (D CO) 0 0 0 j L) L) (004) 9) U) 0 0 0 0C14 0 0 _ co 04 * 0*4 " (1) X cN0 j j:zO U) . CD 0) CL a- 0- Q) (D CO (D CO CL CL CL CL o 77 N U) L E E E E = E n U) CO) , 04 60-> (0) 0 0 0L) CO 0 0 (D .0 L) C) 0 O E < 0 0 0 06 06 (Da) �= a) 0 0 0 0 0 (D - C! m m m m 0 L) M 0 X C5 04 0 (D 0 65 cr� 2 to CL CL CL CL (D CO m CL CL CL— fC CL q 04 7 E E E E E E -S -S E CO) 04 jZZ 60-> CO 0 0 0 0 L) L) L) 0 0 L) 0 0 E Q0 0 (D 06 (D .2 > 0 00 LO qT m x LO LLJ (D cNi z E CO) 0 0wp (D E E > U) E C) 0 (D 0 C: P: o t E0,o 0 vi U) (D � 5 U) U) (D (D 0) N 0 LI 0 0 U) U ) o co 0 < U) a) I LL U) U) S� LL 0 -W (3) CL 0 =3 00 — t N co co C-) 0 0) 0 LLI (o > (n -0 = M CL 70 U) �B R � E N RE VrADVI ORS SECTIONI-APPRAISAL REPORT OVERVIEW OF ADJUSTMENTS Potential adjustments include the following categories, which typically affect sale prices. For each element of comparison, each sale has been rated as being superior, comparable, or inferior to the subject (see comparison grid on previous page). PROPERTY RIGHTS CONVEYED This adjustment considers the transfer of property rights, such as differences between properties owned in fee simple and in leased fee. FINANCING TERMS This adjustment considers the financing terms of a transaction, as compared to what is typical in the market. CONDITIONS OF SALE This adjustment considers the motivations of either the buyer or the seller in a transaction. MARKET CONDITIONS Real estate values normally change over time. This adjustment considers market differences occurring between the effective date of the appraisal and the sale date of the comparable, when values have appreciated or depreciated. LOCATION This adjustment considers the surrounding area influences, adjoining land uses, and overall location within the market area. ACCESS This adjustment considers access to the subject including the availability and amount of road frontage and multiple roadway access. SIZE This adjustment considers size. Typically, smaller buildings will bring higher unit sales prices when compared to larger buildings with similar characteristics. SITE UTILITY This adjustment considers physical features of the property's site. AGE/CONDITION This adjustment considers overall and effective age of the improvements, as well as their condition at the time of sale. PROPOSED EAGLE SUBSTATION PAGE 31 C'EiR :� I RG:AV YAV>1VISORS SEcT1oNI-APPRAISAL REPORT The above sales range from $125.83 per SF to $176.99 per SF. These sales are the most comparable to the subject in the market area. The appraisers have analyzed the available data, and have applied adjustments accordingly. Based upon on our analysis of the comparables considered above, the appraisers estimate the market value to be $175.00 per SF as of March 30, 2017. A summary of this analysis is contained in Section III of this report. The following is a summary of the whole property valuation. Subject Property: 12545 SF C $175.00/SF $2,195,375 TOTAL VALUE AS A UNIT $2095,375 PROPOSED EAGLE SUBSTATION PACE 32 U"EiR :� I RG:AV YAV>1VISORS INCOME CAPITALIZATION APPROACH SEcT1oNI-APPRAISAL REPORT The income capitalization approach converts a property's anticipated net operating income into a value indication through capitalization. The steps taken to apply the income capitalization approach are: • Analyze the revenue potential of the property. • Make deductions for vacancy/ collection loss and operating expenses. • Capitalize or use the discounted cash flow method to convert the anticipated net income to an indication of value. CURRENT RENTS AND VACANCY The subject property contains 12,545 square feet and is currently 100% occupied. The property owner provided the current leases for the subject property, as summarized below. As seen above, total annual income is $205,200, with an average rental rate of $16.36 per square foot. The subject leases on a triple net basis, which means the tenants are responsible for all operating costs. MARKET RENT ANALYSIS To estimate market rent, we have analyzed the comparable rentals summarized below. PROPOSED EAGLE SUBSTATION PACE 33 U"EiR :� I RG:AV YAV>1VISORS SECTION I —APPRAISAL REPORT No. Propertyep r SF 1 University Place (Average Rents) $20.00 401-415 University Drive, Denton, Texas 2 Lone Star Taps Et Caps $20.00 505 W Hickory Street, Denton, Texas 3 The Liquor Outpost $15.75 1010 W. University Drive, Denton, Texas 4 Stinky's Smoke Shop $10.00 1113 Dallas Drive, Denton, Texas 5 Sunset Center (Average Rents) $10.00 601-715 Sunset Street, Denton, Texas PROPOSED EAGLE SUBSTATION PACE 34 U"EiR :� I RG:AV YAV>1VISORS SEcT1oNI—APPRAISAL REPORT The above comparable rentals range from $10.00 per SF to $20.00 per SF. Based upon on our analysis of the comparable rents, the appraiser estimates the market rental rate to be $17.00 per square foot, with an expense reimbursement of $4.00 per square foot. This results in a potential gross income (PGI) as follows: 12545 SF C $17.00/SF $ 213,265 Expense Reimbursements (NNN's) 50,180 POTENTIAL GROSS INCOME $ 263,445 VACANCY AND COLLECTION LOSS Based on trends in the market, local vacancy rates, and property specific characteristics, we estimate the vacancy for the subject at 5%. By deducting vacancy and collection loss from potential gross income, we arrive at an effective gross income (EGI). Potential Gross Income $ 263,445 Vacancy C 5% - 13,172 EFFECTIVE GROSS INCOME $ 250,273 EXPENSE ESTIMATE Most expenses are reimbursed based on a triple net rent structure. Expenses included are taxes, insurance, maintenance, reserves, and management fee. Based on the market data below, the appraisers conclude to expenses of $5.00 per square foot. Location 76501H -35E 401-514 University 601-715 Sunset St City Corinth Denton Denton Expenses per SF $6.80 $5.09 $4.12 NET OPERATING INCOME (NOI) By subtracting expenses from effective gross income, we arrive at a net operating income (NOI). Effective Gross Income $ 250,273 Expenses - 62,725 NET OPERATING INCOME $ 187,548 PROPOSED EAGLE SUBSTATION PAGE 35 U"EiR :� I RG:AV YAV>1VISORS DIRECT CAPITALIZATION SEcT1oNI-APPRAISAL REPORT In order to estimate a capitalization rate applicable to the NOI of the subject, we have compiled the following reported capitalization rates from the market. Name/Location Sale Cap Rate 1300 S Loop 288, Denton 2/26/16 6.30% 401-415 University Dr., Denton 6/24/14 8.25% 601-715 Sunset St., Denton 8/29/13 9.56% 2900 Wind River Lane, Denton 5/28/13 9.25% Average Cap Rate 8.34% These sales show capitalization rates ranging from 6.30% to 9.56%, with an average of 8.34%. Based upon on our analysis, the appraiser estimates a capitalization rate of 8.00%. VALUE INDICATION BY INCOME APPROACH By applying the capitalization rate to the NOI, we arrive at a value indication by the income approach as shown in the table below. Net Operating Income $ 187,548 CAP Rate C 8.00% Estimated Value by Income Approach $2,344,350 PROPOSED EAGLE SUBSTATION PACE 36 U"EiR :� I RG:AV YAV>1VISORS The values indicated by our analyses are: SEcTloN I -APPRAISAL REPORT Cost Approach N/A Sales Comparison Approach $2,195,375 Income Capitalization Approach $2,344,350 Based upon the previously discussed information, it is the opinion of the appraiser that the subject property has an estimated market value, as of March 31, 2017 of: $ 2, 300,000 TWO MILLION THREE HUNDRED THOUSAND DOLLARS. The appraisers have retained all information regarding this appraisal in the file. Please contact me if I can be of further assistance in this matter. Sincerely, O'BRIEN REALTY ADVISORS PIIIII; AIU,,, VIII; S°"rA°°rIIIII; cai�m i I ...... ....rMI4 °"IrS i',;t M:11 II) IPAIII S IIII; II S .�, Mark R. Sadler Mike C. O'Brien State of Texas Certification #TX -1380142-G State of Texas Certification #TX -1331171-G The value conclusions presented in this report are subject to the following special contingent and limiting conditions. ➢ The appraisers were unable to get into one of the tenant spaces. It is assumed that this space is in a condition consistent with the age and condition of the overall property. PROPOSED EAGLE SUBSTATION PAGE 37 BRAE N REAVYADVISORS SECTION II - EXHIBITS PROPOSED EAGLE SUBSTATION PACE 38 C'Ei R � E I REAVYADVISORS AREA MAP StmoNH-EXHIBITS %Lincoln Pare'. ........ . Dento --------------- - - ------- Denton Municipa L ........... I Airpor 11,561 Oak7int Ponder( ------ 3// Subject dammm", --------------- --------------- "n" ....................... - ----------- 7201 ---------------------------- - t t ------------ ......... a PROPOSED EAGLE SUBSTATION PACE 39 �B R � E N RE VrADVI ORS SECTIONH-EXHIBITS MARKET AREA MAP PROPOSED EAGLE SUBSTATION PACE 40 �B R � E N kw,r V r ADVI ORS SECTIONH - EXHIBITS PROPERTY AERIAL Source: Google Earth (Imagery Date: 1/29/2016) *LOCATION OF BOUNDARIES ARE APPROXIMATE DUE TO THE ANGLE OF THE AERIAL, SOME IMPROVEMENTS MAY ERRANTLY APPEAR TO BE ENCROACHING ON ADJOINING PROPERTIES PROPOSED EAGLE SUBSTATION PACE 41 I I in ■ I I a -51 w'l Min ll'a I., '4� 4;, Jq. i A ■ I I a -51 U"EiR :� I ISGa"r.GI"Y, >1VISORS FLOOD PLAIN MAP SECTION H — EXHIBITS a e. w . ant 6)1 x' Swam Pee- �QRY W4 HICKORY 3TPLET WRAP S'GALE 1"" ='1000' FCMUJLtYmIRRk' 6E,`uiura ' S00 0 1000 2000 MRJLEYERR"D.. 04 2. FEET LINdOT CYF ' MET aRL STREET pNOJT& ti W Swu';,4MOtiiE CaIETAIILE,L)STUDY ll— � �^a� 1 � STROUD STREE'P +V NIDI sTki,EFT'aN`�S'TNUTST ZONE E RAIFUIIN. M 4T Cu rt ' sa'% PF4I.7EL 038gG STRIEFT x uu cu ro ................. 3' II p FIRM AMC 5TREE1 WWi{GRLANIl7 w{craLANey I � �1. .n ��`��� 'STREET T ,. StRIE ; d FLWD IN511RAWCE RATE MAP MAPLE 57REY=F ... ....�.. MAP'LE 91"R Cu @I VI I ..... .... .. DENTON CfDUN'ry, ['EXAS ..... .... .... uy � 11 AND 1NCUR.PIJRA'1 F:'1?AREAS y � 77 m^ W a 9 W '� FAGUC pRIVE m � fiiYa � PANEL 3E0., OF 756 (SEE MAF WCEX FOR IFGFM PANEL LAYOUT) W G F'�ANNIN STIREIE( V iW d reA ¢ Cf:lLltiG: �j C �mwx ;,QmMIdMU HO II r.AfA6 .. YklJ 1% ANNUAL CHANCE n � ✓"rc enY�n anr, z MAIRCi�IE. STR FLPib DlkHHR"1G3E CONTAIMEd IN COLVER w sTRru o a DNOS97 x a im Om IaJ UREEN0.EE ST92E!EL 4 �.. Y.Y W Uaert: In 84pa Mu vhvan., e�'vw � O EARL � JOHNSONP � 4. '... 0 -po h..1d mle no me usee ne ad. ahauld Cmnmwnity N.ummbam ahw.wahwa h � � � a:W`d CRI nOWul'kIYGk MRtlI'¢mkCWalY& OII M75C cvkliY.pl MICE{IAL 977 T. xnm,ly 5TREET MAP NwMBER ... 0121G036DG 'E I,IND., �TRC£T L INDSE'Y STRE"c' INMAN'.., u) STREj F. MAP REVISED s y APRVLIk2011 6 ' aaKWOO U 11ur,n ,1'481 hm"rru UEV n'i 1, ,u A ,ry ARwES !CRV`VE T.+i a x yn nfEc >y, cwxy P m OarC oa all"ml— rcianc ca,d 1-1 vna'aµ. II REL Grl hl t tea k. F Xha eF.Mero :L' T pd rn n t ¢w vaa t t tnr>d, [ IrM ,aA �'aalrt�N d: IFI a�A Ons rm I'�'lagra Mrndman+a ctuwcRn�F'F.XAh.�wro Mal^T*Rwm �aEw na.M va®pav PROPOSED EAGLE SUBSTATION PACE 43 U"EiR :� I RG:AV YAV>1VISORS SUBJECT PHOTOS SECTIONH - EXHIBITS Northeast corner of the property looking west along Eagle Drive. Looking south at the subject's entrance from Eagle Drive. PROPOSED EAGLE SUBSTATION PACE 44 U"EiR :� I RG:AV YAV>1VISORS SUBJECT PHOTOS SECTIONH - EXHIBITS Northwest corner of the property looking south along Bernard Street. Looking east at the subject's entrance from Bernard Street. PROPOSED EAGLE SUBSTATION PACE 45 U"EiR :� I RG:AV YAV>1VISORS SUBJECT PHOTOS SECTIONH - EXHIBITS Looking northwest at the restaurant building Looking at the interior of the restaurant building. PROPOSED EAGLE SUBSTATION PACE 46 U"EiR :� I RG:AV YAV>1VISORS SUBJECT PHOTOS SECTIONH - EXHIBITS Looking northeast at the retail building. Looking at the interior of Unit 811 of the retail building. PROPOSED EAGLE SUBSTATION PACE 47 U"EiR :� I RG:AV YAV>1VISORS SUBJECT PHOTOS SECTIONH - EXHIBITS Looking at the interior of Unit 807 of the retail building. Looking northeast at the overall property (March 31, 2017). PROPOSED EAGLE SUBSTATION PACE 48 BRAE N REAVYADVISORS SECTION III - COMPARABLE SALES PROPOSED EAGLE SUBSTATION PAGE 49 Improved Sale No. 1 SECTION III - COMPARABLE SALES Property Identification Property Type Retail Location Northwest corner of Oak Street Et Cedar Street, Denton, Denton County, Texas Sale Data Grantor Sun Tok Burt Grantee 216 West Oak, LLC Sale Date July 29, 2016 Document 2016-92469, Denton County Deed Records Property Rights Fee simple Financing Cash to seller Verification Confidential Sale Price $2,000,000 Phvsical Data Land Size 0.369 Acres, or 16,077 SF Building Type Multi -Tenant Building SF 11,300 Year Built 1900 (with renovations) Indicators Sale Price/SF $176.99 Land to Building Ratio 1.42:1 Occupancy at Sale 100% Remarks Tenants include: The Labb Sports Bar Et Restaurant, Sues' Inc. Et Piccolo Investment Consulting PROPOSED EAGLE SUBSTATION PACE 50 Improved Sale No. 2 SECTION III - COMPARABLE SALES Property Identification Property Type Retail Location Southeast corner of Sunset Street Et Alice Street, Denton, Denton County, Texas Sale Data Grantor Jean Pierre Grantee Cheung Pun, LLC Sale Date December 17, 2014 Document 2014-129141, Denton County Deed Records Property Rights Fee simple Financing Cash to seller Verification Alfred Goh, Broker Sale Price $452,000 Phvsical Data Land Size 0.437 Acres, or 19,040 SF Building Type Single -Tenant Building SF 2,646 Year Built 1970 Indicators Sale Price/SF $170.82 Land to Building Ratio 7.20:1 Occupancy at Sale 100% Remarks Tenant is Eskimo Hut, a beer/wine/tobacco convenience store. PROPOSED EAGLE SUBSTATION PACE 51 U"EiR :� I RG:AV YAV>1VISORS Improved Sale No. 3 SECTION III - COMPARABLE SALES Property Identification Property Type Retail Location Southeast corner of University Drive Et Carroll Blvd., Denton, Denton County, Texas Sale Data Grantor CGCMT 2008-C7 Denton Retail, LLC Grantee J. Evans Partners 380, LP Sale Date June 24, 2014 Document 2014-61386, Denton County Deed Records Property Rights Fee simple Financing Cash to seller Verification Tim Axelrod, Broker Sale Price $3,200,000 Phvsical Data Land Size 1.348 Acres, or 58,720 SF Building Type Multi -Tenant Building SF 18,292 Year Built 1974 (renovated in 2005) Indicators Sale Price/SF $174.94 Land to Building Ratio 3.21:1 Occupancy at Sale 90% Remarks Tenants include: Starbucks, Palm Beach Tan, Quiznos Et Great Clips PROPOSED EAGLE SUBSTATION PACE 52 U"EiR :� I RG:AV YAV>1VISORS Improved Sale No. 4 SECTION III - COMPARABLE SALES Property Identification Property Type Retail Location Along the east side of Fort Worth Drive, north of Eagle Drive, Denton, Denton County, Texas Sale Data Grantor Prayer Stop Grantee Lessek Properties, LLC Sale Date April 30, 2014 Document 2014-39652, Denton County Deed Records Property Rights Fee simple Financing Cash to seller Verification Greg Johnson, Broker Sale Price $943,750 Phvsical Data Land Size 0.775 Acres, or 33,777 SF Building Type Multi -Tenant Building SF 7,500 Year Built 1938/1995 (renovated in 2014) Indicators Sale Price/SF $125.83 Land to Building Ratio 4.50:1 Occupancy at Sale 100% Remarks Tenants include: Eagleton Photography, Synergy Home Care Et IMPress Graphics PROPOSED EAGLE SUBSTATION PACE 53 BRAE N REAVYADVISORS SECTION IV - CERTIFICATION OF THE APPRAISAL PROPOSED EAGLE SUBSTATION PAGE 54 U"EiR :� I RG:AV YAV>1VISORS SECTIONIV - CERTIFICATION OF THEAPPRAISAL We certify that, to the best of our knowledge and belief: 1. The statements of fact contained in this report are true and correct. 2. The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions, and are our personal, impartial, and unbiased professional analyses, opinions, and conclusions. 3. We have no present or prospective interest in the property that is the subject of this report, and we have no personal interest with respect to the parties involved. 4. We have performed no services, as an appraiser or in any other capacity, regarding the property that is subject of this report within the three-year period immediately preceding acceptance of this assignment. 5. We have no bias with respect to the property that is the subject of this report or the parties involved with this assignment. 6. Our engagement in this assignment was not contingent upon developing or reporting predetermined results. 7. Our compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal. 8. Our analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute, which includes the Uniform Standards of Professional Appraisal Practice (USPAP). 9. Mike C. O'Brien and Mark R. Sadler made a personal inspection of the property that is the subject of this report. 10. No one has provided significant professional assistance to the persons signing this report. 11. This appraisal is not based on a requested minimum valuation, a specific valuation, or the approval of a loan. PROPOSED EAGLE, SUBSTATION PACE 55 �B R � E N RE V r ADVI ORS SECTIONIV - CERTIFICATION OF THE APPRAISAL 12. We have not relied on unsupported conclusions relating to characteristics such as race, color, religion, national origin, gender, marital status, familial status, age, receipt of public assistance income, handicap, or an unsupported conclusion that homogeneity of such characteristics is necessary to maximize value. 13. We have extensive experience in appraising properties similar to the subject and are in compliance with the Competency Rule of USPAP. 14. The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. 15. As of the date of this report, Mark R. Sadler and Mike C. O'Brien have completed the Standards and Ethics Education Requirement for Candidates of the Appraisal Institute. Mark R. Sadler Mike C. O'Brien State of Texas Certification #TX -1380142-G State of Texas Certification #TX -1331171-G PROPOSED EAGLE SUBSTATION PACE 56 BRAE N REAVYADVISORS SECTION V - ASSUMPTIONS AND LIMITING CONDITIONS AND DEFINITIONS PROPOSED EAGLE SUBSTATION PAGE 57 �B R � E N RE V r ADVI ORS SECTION V -ASSUMPTIONS AND LIMITING CONDITIONS & DEFINITIONS ASSUMPTIONS AND LIMITING CONDITIONS In conducting this appraisal, we have assumed, except as otherwise noted in our report, as follows: 1. The title is marketable and free and clear of all liens, encumbrances, encroachments, easements and restrictions. The property is under responsible ownership and competent management and is available for its highest and best use. 2. There are no existing judgments or pending or threatened litigation that could affect the value of the property. This excludes the project which is addressed in this report. 3. There are no hidden or undisclosed conditions of the land or of the improvements that would render the property more or less valuable. Furthermore, there is no asbestos in the property. 4. The property is in compliance with all applicable building, environmental, zoning, and other federal, state and local laws, regulations and codes. 5. An appraisal is inherently subjective and represents our opinion as to the value of the property appraised. 6. The conclusions stated in our appraisal apply only as of the effective date of the appraisal, and no representation is made as to the affect of subsequent events. 7. No changes in any federal, state or local laws, regulations or codes (including, without limitation, the Internal Revenue Code) are anticipated. 8. No environmental impact studies were either requested or made in conjunction with this appraisal, and we reserve the right to revise or rescind any of the value opinions based upon any subsequent environmental impact studies. If any environmental impact statement is required by law, the appraisal assumes that such statement will be favorable and will be approved by the appropriate regulatory bodies. 9. We are not required to give testimony or to be in attendance in court or any government or other hearing with reference to the property without written contractual arrangements having been made relative to such additional employment. 10. We have made no survey of the property and assume no responsibility in connection with such matters. Any sketch or survey of the property included in this report is for illustrative purposes only and should not be considered to be PROPOSED EAGLE SUBSTATION PAGE 58 �B R � E N RE V r ADVI ORS SECTION V -ASSUMPTIONS AND LIMITING CONDITIONS & DEFINITIONS scaled accurately for size. The appraisal covers the property as described in this report, and the areas and dimensions set forth are assumed to be correct. 11. No opinion is expressed as to the value of subsurface oil, gas or mineral rights, if any, and we have assumed that the property is not subject to surface entry for the exploration or removal of such materials, unless otherwise noted in our appraisal. 12. We accept no responsibility for considerations requiring expertise in other fields. Such considerations include, but are not limited to, legal descriptions and other legal matters, geologic considerations, such as soils and seismic stability, and civil, mechanical, electrical, structural and other engineering and environmental matters. 13. The distribution of the total valuation in this report between land and improvements applies only under the reported highest and best use of the property. The allocations of value for land and improvements must not be used in conjunction with any other appraisal and are invalid if so used. This appraisal report shall be considered only in its entirety. No part of this appraisal report shall be utilized separately or out of context. 14. Neither all nor any part of the contents of this report (especially any conclusions as to value, the identity of the appraisers, or any reference to the Appraisal Institute) shall be disseminated through advertising media, public relations media, news media or any other means of communication (including without limitation prospectuses, private offering memoranda and other offering material provided to prospective investors) without the prior written consent of the appraisers. 15. Information, estimates and opinions contained in this report, obtained from sources outside of the office of the undersigned, are assumed to be reliable and have not been independently verified. 16.Any income and expense estimates contained in this appraisal report are used only for the purpose of estimating value and do not constitute predictions of future operating results. 17. No assurance is provided that the methodology and/or results of the appraisal will not be successfully challenged by the Internal Revenue Service. In particular, the methodology for appraising certain types of properties, including without limitation, government subsidized housing, which has been the subject of debate. PROPOSED EAGLE SUBSTATION PAGE 59 �B R � E N RE V r ADVI ORS SECTION V -ASSUMPTIONS AND LIMITING CONDITIONS & DEFINITIONS 18. If the property is subject to one or more leases, any estimate of residual value contained in the appraisal may be particularly affected by significant changes in the condition of the economy, of the real estate industry, or of the appraised property at the time these leases expire or otherwise terminate. 19. No consideration has been given to personal property located on the premises or to the cost of moving or relocating such personal property; only the real property has been considered. 20. The current purchasing power of the dollar is the basis for the value stated in our appraisal; we have assumed that no extreme fluctuations in economic cycles will occur. 21. The value found herein is subject to these and to any other assumptions or conditions set forth in the body of this report but which may have been omitted from this list of Assumptions and Limiting Conditions. 22.The analyses contained in this report necessarily incorporate numerous estimates and assumptions regarding property performance, general and local business and economic conditions, the absence of material changes in the competitive environment and other matters. Some estimates or assumptions, however, inevitably will not materialize, and unanticipated events and circumstances may occur; therefore, actual results achieved during the period covered by our analysis will vary from our estimates, and the variations may be material. 23. The Americans with Disabilities Act (ADA) became effective January 26, 1992. We have not made a specific survey or analysis of this property to determine whether the physical aspects of the improvements meet the ADA accessibility guidelines. In as much as compliance matches each owner's financial ability with the cost to cure the non -conforming physical characteristics of a property, we cannot comment on compliance to ADA. Given that compliance can change with each owner's financial ability to cure non -accessibility, the value of the subject does not consider possible non-compliance. Specific study of both the owner's financial ability and the cost to cure any deficiencies would be needed for the Department of Justice to determine compliance. 24. This appraisal report has been prepared for the exclusive benefit of Freese and Nichols, Inc.; Denton Municipal Electric (DME); 7 Arrows Land Staff, LLC; and their agents, representatives and assigns. It may not be used or relied upon by any other party. All parties who use or rely upon any information in this report without our written consent do so at their own risk. PROPOSED EAGLE SUBSTATION PAGE 60 �B R � E N RE V r ADVI ORS SECTION V -ASSUMPTIONS AND LIMITING CONDITIONS & DEFINITIONS 25. No studies have been provided to us indicating the presence or absence of hazardous materials on the site or in the improvements, and our valuation is predicated upon the property being free and clear of any environment hazards. 26. We have not been provided with any evidence or documentation as to the presence or location of any wetlands. Wetlands generally include swamps, marshes, bogs, and similar areas. We are not qualified to detect such areas. The presence of wetlands may affect the value of the property, and the value conclusion is predicated on the assumption that wetlands are non-existent or minimal. PROPOSED EAGLE SUBSTATION PAGE 61 �BR� E N Ilk AVY ADVI OR t SECTION V -ASSUMPTIONS AND LIMITING CONDITIONS & DEFINITIONS SPECIAL ASSUMPTIONS AND LIMITING CONDITIONS In addition to the previously discussed assumption and limiting conditions, the appraisers are compelled to outline the following special assumption and limiting conditions. 1. The appraisers were unable to get into one of the tenant spaces. It is assumed that this space is in a condition consistent with the age and condition of the overall property. PROPOSED EAGLE SUBSTATION PAGE 62 �BR� E N Ilk AVY ADVI OR t SECTION V -ASSUMPTIONS AND LIMITING CONDITIONS & DEFINITIONS DEFINITIONS The definitions included in this Addendum have been extracted, solely or in combination, from definitions and descriptions printed in: ➢ The Uniform Standards of Professional Appraisal Practice 2016-2017 Edition (USPAP); ➢ The Dictionary of Real Estate Appraisal, Sixth Edition, Appraisal Institute, Chicago, Illinois, 2015 (Dictionary); ➢ The Appraisal of Real Estate, Fourteenth Edition, Appraisal Institute, Chicago, Illinois, 2013; and/or Appraisal The act or process of developing an opinion of value; an opinion of value. (USPAP) Across the Fence Method A land valuation method often used in the appraisal of corridors. The across the fence method is used to develop a value opinion based on comparison to abutting land. (Dictionary) Assemblage The combining of two or more parcels, usually but not necessarily contiguous, into one ownership or use. (Dictionary) Effective Date of the Appraisal The date at which the value opinion is an appraisal applies, which may or may not be the date of inspection; the date of the market conditions that provide the context for the value opinion. Current appraisals occur when the effective date of the appraisal is contemporaneous with the date of the report. Prospective value opinions (effective date of the appraisal subsequent to the date of the report) are intended to reflect the current expectations and perceptions along with available factual data. Retrospective value opinions are likely to apply as of a specific historic date; the opinions are intended to reflect the expectations and perceptions of market participants at the specified date, along with available factual data. Data subsequent to the effective date may be considered in estimating a retrospective value as a confirmation of trends. (Dictionary and USPAP) Fee Simple Estate Absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power, and escheat. (Dictionary) PROPOSED EAGLE SUBSTATION PAGE 63 "'BR E N Ilk AVY ADVI OR t SECTION V -ASSUMPTIONS AND LIMITING CONDITIONS & DEFINITIONS Insurable Value The Appraisal Institute defines insurable value as the value based on the replacement and/or reproduction cost of physical items that are subject to loss from hazards. It is that portion of an asset or asset group that is acknowledged or recognized under the provisions of an applicable loss insurance policy. Marshall Et Swift defines insurable value as the "replacement or reproduction cost less deterioration and non -insurable items." (MVS and Dictionary) Leased Fee Estate An ownership interest held by a landlord with the rights of use and occupancy conveyed by lease to others. The rights of the lessor (the leased fee owner) and the leased fee are specified by contract terms contained within the lease. (Dictionary) Leasehold Estate The interest held by the lessee (the tenant or renter) through a lease conveying the rights of use and occupancy for a stated term under certain conditions. (Dictionary) Market value is the price which the property would bring when it is offered for sale by one who desires, but is not obliged to sell, and is bought by one who is under no necessity of buying it, taking into consideration all of the uses to which it is reasonably adaptable and for which it either is or in all reasonable probability will become available in the reasonable future. City of Austin v. Cannizzo, 153 Tex. 324, 267 S.W.2d 808, 815 (1954). PROPOSED EAGLE SUBSTATION PAGE 64 u"I"i R � E: N SECTION VI - QUALIFICATIONS OF THE APPRAISERS PROPOSED EAGLE SUBSTATION PAGE 65 �B R � E N Ilk AVY ADVI OR x SECTION VI — QUALIFICATIONS OF THE APPRAISERS PROFESSIONAL QUALIFICATIONS OF MIKE C. O'BRIEN EXPERIENCE' Mike C. O'Brien is President of O'Brien Realty Advisors, LLC, a full service real estate consulting and appraisal firm. Mr. O'Brien has performed appraisals on various properties including, but not limited to, shopping centers, apartment complexes, industrial facilities, raw and developed land, office towers and complexes, restaurants, and mixed-use developments. Mr. O'Brien has valued and consulted on properties in Alabama, Arkansas, Illinois, Louisiana, Mississippi, Missouri, New Mexico, Ohio, Oklahoma, Texas and Wisconsin. ' He has provided consultation, feasibility studies, and has worked extensively on complex eminent domain assignments of all types of properties. Mr. O'Brien has worked on valuations of easement interest, partial interest, and undivided interest. Assignments have also included consultation for both ad valorem and estate tax purposes. He has testified in eminent domain proceedings before Texas courts and before numerous Special Commissioners hearings in various counties throughout Texas. Mr. O'Brien is a 1997 graduate from The University of Texas in Austin with a Bachelor of Science degree in Economics and a minor in Business Foundations. Prior to the formation of his company, he was a Principal with Korman O'Brien, LLC. Mr. O'Brien was a Senior Analyst with Integra Realty Resources' Fort Worth office from January 2003 to 2008. Prior to his work with Integra, Mr. O'Brien trained with Lewis Realty Advisors and Arthur Andersen and Company in Houston, Texas as a real estate associate on various appraisal projects. During college, he trained with the development firm of Barshop and Oles, Inc. in Austin, Texas as a real estate intern. Currently, Mr. O'Brien is a candidate progressing toward obtaining his MAI designation with the Appraisal Institute. PROFESSIONAL m Texas State Certified General Real Estate Appraiser ACTIVITIES' Certificate No. TX -1331171-G Also licensed in Arkansas, Louisiana, New Mexico and Oklahoma ■ Appraisal Institute — Candidate for Designation Program -Public Relations Committee, Central Texas Chapter (2010-2012) ■ Member — International Right of Way, Chapter 36 -Membership Committee Chairman (2013 — 2014) -Steve Baggett Memorial Golf Tournament Committee Co -Chair (2013 & 2015) ■ Member—Greater Fort Worth Real Estate Council -Membership Committee (2011 — 2014) ■ Member—Tarrant County Bar Association ■ Member — Fort Worth Chamber of Commerce ■ Leadership Fort Worth, Class of 2008 ■ Overton Park Neighborhood Association — Parks Committee (2009 — 2012) EDUCATION: Bachelor of Science, Economics, Minor in Business Foundations The University of Texas at Austin, 1997 ■ Coursework accredited by the Appraisal Institute, The University of Texas, and the State of Texas PROPOSED EAGLE SUBSTATION PACE 66 �BR� E N Ilk AVY ADVI OR , SECTION VI — QUALIFICATIONS OF THE APPRAISERS Tan appraiser Kttenotng anb Certiftattian i0earb P.O. Box 12.188 Austin., Texas 78711.2188 Certified General steal Estate Appraiser Number: TX1331171 G Issued: 0710112,016 Expires: 0613012016 Appraiser: MICHAEL C QBRIEN Having provided) satisfactory evidence of the qualifications required by the Texas Appraiser Licensing and Certification Arlt, Texas Occupations Cede, Chapter 1103, is authorized to use this title„ Certified General Real Estate Appraiser. uglas E. did i Commissioner PROPOSED EAGLE, SUBSTATION PAGE 67 �B R � E N Ilk AVY ADVI OR x SECTION VI — QUALIFICATIONS OF THE APPRAISERS PROFESSIONAL QUALIFICATIONS OF MARK R. SADLER EXPERIENCE' Mark R. Sadler is a Senior Analyst with O'Brien Realty Advisors, LLC, a full service real estate consulting and appraisal firm. Mr. Sadler has performed valuation analysis on various properties including, but not limited to, industrial buildings, retail buildings, various special-purpose facilities, mixed-use properties and has worked extensively on eminent domain assignments of all types of properties. Prior to joining O'Brien Realty Advisors, LLC, Mr. Sadler was a Senior Analyst with Korman O'Brien, LLC and prior to that was an Analyst for four years with Integra Realty Resources' Fort Worth Office. Mr. Sadler is a 2005 graduate of Texas A&M University in College Station with a Bachelor of Business Administration degree in Management. In 2006, Mr. Sadler earned his Master's degree of Land Economics and Real Estate from Texas A&M University in College Station. Currently, Mr. Sadler is a candidate progressing toward obtaining his MAI designation with the Appraisal Institute. PROFESSIONAL m Texas State Certified General Real Estate Appraiser No. TX -1380142-G ACTIVITIES' 0 Appraisal Institute— Candidate for Designation ■ Member — International Right of Way, Chapter 36 EDUCATION: Bachelor of Business Administration, Management Texas A&M University, College Station, Texas, 2005 ■ Master of Land Economics & Real Estate Texas A&M University, College Station, Texas, 2006 ■ Master's Degree Course Work: Real Property Valuation Real Estate Appraisal Case Studies Real Property Analysis Commercial Real Estate Law Analysis of Money & Capital Markets Construction Practices Land Economics Real Property Finance Real Estate Development Analysis GIS in Land & Property Management ■ Additional Appraisal Course Work: Standards of Professional Appraisal Practice (USPAP) Business Practices and Ethics Supervisor -Trainee Course for Texas Eminent Domain and Condemnation Valuation of Detrimental Conditions in Real Estate Analyzing Distressed Real Estate General Appraiser Site Valuation & Cost Approach Apartment Appraisal, Concepts & Applications Appraising Small Apartment Properties Appraisal of Assisted Living Facilities Advanced Hotel Appraising — Full Service Hotels PROPOSED EAGLE SUBSTATION PACE 68 B R � E N Ilk AV Y ADVISOR5, SECTION VI — Q UALLFICA TIONS OF THE APPRAISERS Texas pp rarer licenoing an Certification Noarb P.O. Box 12188 Austin, Texas 78711-2188 Certified General Real Estate Appraiser Number: TX 1380142 G Issued: 04/29/2016 Expires: 04/30/2018 Appraiser: MARK RICHARD SADLER Having provided satisfactory evidence of the qualifications required by the Texas Appraiser Licensing and Certification Act, Texas Occupations Code, Chapter 110,3, is authorized to use this title, Certified General Real Estate Appraiser. " " " ixon iuuglas' Old Comm sinner PROPOSED EAGLE SUBSTATION PAGE 69 u A u LU J W �f1R1R1R1R1Rl z u u 0 ui Q -W ___j LIA 0 cc: u c�i z (D .1c oa 0 Cola) --to U z CA) C, 0 0 L_ �Qa z LK ya Q) 0 0 va CA) T -oa (D -oa as CA C: Q) C TI CO A. oa CA) c:: CA) CA) M (1) CA) Cn C: 0 Ch s: Ty Cl) Sm. & 0 T, Lp-. L_ CTI - 0 con E -oa -pCc/-) CZ 0 0 (D C: c: CA) .0 0 CY) 4-1 CA) C: M 73 Cz 00 :3 CO c:: cm) CD Cow _wj Q— Awa -Wa 0 �oa CA) CTI CD Cal) CA) 0 C:: Cm) CD M C: C: Sm. CD Cal) KM a) 0 0 CD >bN :t:� C: :E 412 a) 412 a) LA CZW. &_. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com IEN' `IN File #: Al 6-0004d, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services CM: Todd Hileman DATE: May 23, 2017 SUBJECT Conduct the second of two readings and consider adoption of 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; providing for a correction to the city map to include the annexed lands; providing for a savings clause and an effective date. 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 City of Denton Page 1 of 3 Printed on 5/19/2017 powered by I._eggl;>karI File #: Al 6-0004d, Version: 1 • March 7, 2017 -1" Public Hearing -Complete • March 21, 2017 - 2" Public Hearing - Complete • April 11, 2017 -First Reading of the Annexation Ordinance -Complete • April 12, 2017 - Publication of the Annexation Ordinance in the newspaper - Complete • May 23, 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 1st and 2nd public hearing dates and authorizing the publication of notice of the public hearings. March 7, 2017, the City Council held the first of two required public hearings for annexation of the subject property. March 21, 2017, the City Council held the second of two required public hearings for annexation of the subject property. April 11, 2017, the City Council held the first of two readings of the annexation 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 City of Denton Page 2 of 3 Printed on 5/19/2017 powered by I._ag;gl;>karI File #: Al 6-0004d, Version: 1 agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Economic Development Related Goal: 3.1 Develop targeted policies and incentives to achieve desired economic growth EXHIBITS Location Map 2. Zoning Map 3. Draft Ordinance 4. Staff Presentation Prepared by: Ron Menguita, AICP Long Range Planning Administrator Respectfully submitted: Munal Mauladad Director of Development Services City of Denton Page 3 of 3 Printed on 5/19/2017 powered by I._ag;gl;>karI SITE Parcels Roads Al 6-0004 Andrus Property = COD ETJ NAA 8/1/20 Site Location 0 205 410 820 Feet CI'T'Y OF DENTON Development Det, 10/10/2016 th eeCityYoffDentop a d have been madeos lair ento the use.These on the Public llnPormfstioo it of oThUe City of Dentonl makeseeveery eff rt�tolpreoduceesnd publish the mostpourrent but currate informations possible. No warpranties,hexpressetr7 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 205 4,0 82 SITE ETJ NR -4 oeet Parcels NR -2 NR-6DENTONY NR -3 NRMU Roads ,� s� �� Develop�vtentSerwNe:e,�-GIS Dzte:,0„0,20,6 th eeCityYoftDentop has have been madeos lair emental to the use.These on the Public llnPormfstioo 'tct ThUe City of Dentonl makeseeveery eff rt tolpreoduceeand publish the 9nostpourrent andtaccurrate informations possible. No warprantiesthexpressetr7 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 OFTHE 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 218 1, 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. Loc. 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 S. 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 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: NRM7$MAI All that certain lot, tract or parcel of land lying and being situated in the County of Denton, State of Texas, and presently being embraced by the Denton city limit boundaries of record and established by the annexation ordinances as follows: Ordinance 2001-090 and Ordinance 1973- 017; and being situated in the T, Peacock Survey, Abstract Number 1589 and the C. Poullalier Survey, Abstract Number 1006 and being part of the 5,518 acre tract of land as described in the deed to Jean Ann Baker and James Samuel Tull from Melbagene Tull Ryan as recorded by County Clerk file number 2011-119346, Real Property Records, Denton County, Texas, and being more particularly described as follows: COMMENCING at a point in the centerline of Ryan Road and being the southwest comer of said C. Poullalier Survey and the southeast comer 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 comer and a comer of said Denton city limits established by Ordinance 2001-090 and being the point of beginning of the hexein 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 comer 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, 1973-017 and along the north line of said 5,518 acre tract a distance of 832.73 feet to a point for a corner and being a corner of said existing Denton city limits as established by Ordinance 1973- 017 and being the northeast corner of said 5.518 acre tract; THENCE South 00 degrees 33 minutes 12 seconds east, along the east line of said 5,518 acre tract and along a east line of said Montecito Del Sur Addition and along said Denton city limits as established by Ordinance 1973-017 a total distance 252 feet more or less to the POINT OF BEGINNING and containing 4.7 acres of land, SITE Parcels Roads as moared mans for Al 6-0004 Andrus Property Site Location ETJ NAA 8/1/20 m 0 205 410 820 Feet Exhibit C 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; 1 2. Pre -hospital medical services including triage, treatment and transport by Advanced I...ife Support (ALS) fire engines, trucks and ambulances; 3. Flazardous 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. Emergency 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 0 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 CTP 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, Swimming 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. 1. 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 M 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. 111. UNIFORM LEVEL OF SERVICES 15,.NQT �IIEU�IIZED� 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 fm a •a r� ;C r. ', Y r W e. m y y s Zu p u —' Q f•• W � � a � i y '' 'Tt � � � J Q r} V City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEWON File #: Al 7-0001, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services CM: Todd Hileman DATE: May 23, 2017 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, setting a date, time, and place for two public hearings on the proposed annexation of certain properties generally located north of McKinney Street and west of Trinity Road by the City of Denton, Texas, authorizing and directing the City Secretary to publish notice of such public hearings. BACKGROUND The applicant, Brent Murphree, on behalf of the property owner, Michael Holigan, has submitted an annexation application to voluntarily annex approximately 118.041 acres of land. Located within DH -12 of the 2010 3 - Year Annexation Plan, the subject property was initially scheduled for annexation in 2013. However, on December 18, 2012, the City Council approved non -annexation agreements (NAAs) for the subject properties. The NAAs are scheduled to expire on August 1, 2020 and the terms of the NAAs require that the properties remain in agricultural land or be subject to immediate voluntary annexation. In December 2016, a prospective purchaser of the subject properties held a Pre -Development Meeting (PDM) with the City's Development Review Committee to discuss development of the site as a manufactured housing development. The applicant was informed at the PDM, that the proposed development would violate the terms of the NAAs and trigger immediate voluntary annexation. In March 2017, the applicant assumed ownership of the subject properties and has submitted two applications - one for annexation and one for a zoning district designation of Neighborhood Residential (NR -6). Manufactured housing is only permitted with the approval of a Specific Use Permit (SUP) and the applicant will be pursing this if the zoning designation is approved. The purpose of this ordinance is to establish public hearing dates for the annexation. The tentative schedule for this annexation is as follows: • May 23, 2017 - City Council meeting setting the 1st and 2nd public hearing dates and authorizing the publication of notice of the public hearings • June 13, 2017 - 1st Public Hearing • June 20, 2017 - 2nd Public Hearing City of Denton Page 1 of 2 Printed on 5/19/2017 powered by I._eggl;>karI File #: Al 7-0001, Version: 1 • July 18, 2017 - First Reading of the Annexation Ordinance • July 19, 2017 - Publication of the Annexation Ordinance in the newspaper • August 22, 2017 - Second Reading and Adoption of the Annexation Ordinance OPTIONS 1. Approve as submitted. 2. Approve subject to conditions. 3. Deny. 4. Postpone consideration. 5. Table item. RECOMMENDATION Staff recommends approval of the ordinance setting dates, times, and place for public hearings on the proposed annexation. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On April 6, 2010, City Council adopted a 3 -Year Annexation Plan for DH -12. On August 16, 2011, City Council approved a service plan for DH -12. On December 18, 2012, the City Council approved an NAA for the subject property through August 1, 2020. 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 foundations of the plan are the five long-term Key Focus Areas (KFA): Organizational Excellence, Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Related Goal: EXHIBITS 1. Location Map 2. Zoning Map 3. Draft Ordinance 4. Staff Presentation Economic Development 3.4 Encourage development, redevelopment, recruitment, and retention Respectfully submitted: Munal Mauladad Director of Development Services Prepared by: Ron Menguita, AICP Long Range Planning Administrator City of Denton Page 2 of 2 Printed on 5/19/2017 powered by I._ag;gl;>karI A17-0001 Site Location 426 nmemvemuxnemiavenwnmuxnemiavei -- n . 0 310 620 1,240 SITE COD �� E {� Feet �en�vemuxnemiavenwnmuxnemiaven� ' S ,a . Parcels ETJ, CITY �� OF 1 NAA 8/1/20 '° DENTON Roads �� evellopinnei�1�u � ���ce�.. GIS Date 4/6,2017 The City of Denton has prepared maps for departmental use. These are not official maps of the City of Denton and should not be used for legpal, enpineerinq or surveying purposes but rather for reference purposes. These maps are the property of the City Denton have been to the the Public Information Act. The City Denton To the information No of and made available implied, are provided for the data herein, its public based on of makes every effort produce and use, or its interpretation. Utilization ofthis map indicates understanding and acceptance of th is statement. publish most current and accurate possible. warranties, expressed or A17-0001 Zoning 5ALega1\0ur Documents\Ordinances\17\A17-0001.docx ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, SETTING A DATE, TIME, AND PLACE FOR TWO PUBLIC HEARINGS ON THE PROPOSED ANNEXATION OF CERTAIN PROPERTY GENERALLY LOCATED NORTH OF MCKINNEY STREET AND WEST OF TRINITY ROAD BY THE CITY OF DENTON, TEXAS, AUTHORIZING AND DIRECTING THE CITY SECRETARY TO PUBLISH NOTICE OF SUCH PUBLIC HEARINGS. (A17-0001) WHEREAS, pursuant to Section 43.061, Subchapter C-1, Texas Local Government Code, a home rule city is authorized to annex certain areas that are not required to be in an annexation plan; and WHEREAS, the applicant, Brent L Murphree, on behalf of the property owner, Michael Holigan, submitted a petition for annexation to annex a tract of land situated in the Moreau Forest Survey, Abstract Number 417, in the City of Denton, Denton County, Texas, and more particularly described in Exhibit A attached hereto and incorporated herein (collectively, the "Property"); and WHEREAS, on December 18, 2012, the City of Denton City Council adopted an ordinance (2012-363) providing for acceptance of eligible non -annexation agreements for agricultural, wildlife management or timberland use properties within an area generally identified as DH -12; and WHEREAS, the Property is located in DH -12 and is included in three (3) non -annexation agreements accepted on December 18, 2012; and WHEREAS, Section 5 of the non -annexation agreements states that the agreement is deemed void in part if a property owner files any application or plan of development for or otherwise commences development of any portion of the subject property inconsistent with the Development Plan provided in Section 2 of the non -annexation agreements. Section 1 and Section 3 of the non -annexation agreements shall thereupon become null and void. Thereafter the City may initiate annexation of the subject property pursuant to T'LGC, or other such provisions governing voluntary annexation of land as may then exist; and WHEREAS, the property owner has plans to develop the Property inconsistent with the Development Plan provided in Section 2 of the non -annexation agreements; and WHEREAS, on February 21, 2017, the City Council adopted Ordinance 2017-071 to provide for Periphery Development Annexation Criteria in order to define and clarify when a property in the City's Extra -territorial Jurisdiction (ETJ) should be considered for annexation through enumerated criteria; and WHEREAS, the property owner consents to the annexation and the Property qualifies under these criteria as it will require connection to City public services and the Property is located within the City's CCN boundary for water, wastewater, and electric service; and WHEREAS, the Denton City Council hereby deems it to be in the best interests of the citizens of the City of Denton to pursue annexation of the Property and to set public hearings in this matter for this purpose; NOW THEREFORE, S:\Legal\Our Documents\Ordinances\17\A17-0001.docx THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. On the 1311 day of June at 6:30 p.m. and the 20t1 day of June 2017 at 6:30 p.m. in the City of Denton City Council Chambers of City Hall, 215 E. McKinney Street, Denton, Texas, the City Council will hold public hearings giving all interested persons the right to appear and be heard on the proposed annexation by the City of Denton, Texas, of the Property, more particularly described in Exhibit A. SECTION 2. The City Secretary of the City of Denton, Texas, or her designee, is hereby authorized and directed to cause notice of such public hearings to be published once in the newspaper having general circulation in the City and in the above described territory not more than twenty days nor less than ten days prior to the date of such public hearings and to publish the dates, times, and locations of the public hearings on the City's website, in accordance with Chapter 43 of the Texas Local Government Code. PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY 161 1 r, i/ FIELD NOTE DESCRIPTION THE WOODLANDS ANNEXATION EXHIBIT "A" 118.041 ACRES BEING a tract of land situated in the Moreau Forest Survey, Abstract Number 417, in the City of Denton, Denton County, Texas and being a portion of that tract of land conveyed to Charles David Mulkey according to the document filed of recorded in Volume 435, Page 40 of the Deed Records of Denton County, Texas, and being a portion of that tract of land conveyed to Tracie Mulkey Yarbrough, Connie Mulkey McKeathen and Vickie Mulkey McQueen, according to the document filed of record in County Clerk File Number 2012-146251, Real Property Records of Denton County, Texas and being all that tract of land conveyed to Tracie Mulkey Yarbrough, Connie Mulkey McKeathen and Vickie Mulkey McQueen according to the document field of record in County Clerk File Number 96-0021068, Real Property Records of Denton County, Texas, said tract being more particularly described as follows; BEGINNING at point in the west line of Trinity Road, a 60 -foot right-of-way, for the most southerly southeast corner of the tract of land described herein; THENCE North 83°40'43" West, a distance of 1484.92 feet to a point for corner; THENCE South 1'51'00" West, a distance of 822.18 feet to a point for corner in the north line of that tract of land described in Cause Number 86-129, Official Public Records of Denton County, Texas; THENCE North 54049'37" West, with said north line, a distance of 597.24 feet to a point for corner at the beginning of a non -tangent curve to the right, having a radius of 5479.50 feet, a central angle of 3038'00" and a chord bearing and distance of North 53000'37" West, 347.42 feet; THENCE with said north line and curve to the right and arc distance of 347.48 feet to a point for a corner; THENCE North 51 011'37" West, continuing with said north line, a distance of 712.47 feet to a point for corner; THENCE North 2°36'49" East, leaving said line, a distance of 1044.40 feet to a point for corner; THENCE South 87058'53" East, a distance of 1424.55 feet to a point for corner; THENCE North 2024'19" East, a distance of 1232.07 feet to a point for corner; THENCE South 88021'43" East, a distance of 863.84 feet to a point for corner; THENCE South 1042'27" West, a distance of 702.71 feet to a point for corner; THENCE South 88014'50" East, a distance of 322.02 feet to a point for corner; THENCE South 2°15'55" West, a distance of 540.00 feet to a point for corner; THENCE South 87048'53" East, a distance of 204.22 feet to a point for corner; THENCE South 2005'33" West, a distance of 1281.99 feet to the POINT OF BEGINNING and containing 118.041 acres (5,141,849 square feet) of land, more or less. This document was prepared under 22 TAC §663.21, does not reflect the results of an on the ground survey, and is not to be used to convey or establish interests in real property except those rights and interests implied or established by the creation or reconfiguration of the boundary of the political subdivision for which it was prepared. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com IEYlf `IN File #: Al 7-0004, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Department of Development Services CM: Todd Hileman Date: May 23, 2017 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, setting a date, time, and place for two public hearings on the proposed annexation of certain properties generally located north of Brush Creek Road and east of Fort Worth Drive by the City of Denton, Texas, authorizing and directing the City Secretary to publish notice of such public hearings. BACKGROUND At the February 7, 2017 meeting, the City Council directed staff to pursue annexation of a 6.71 acre tract. The subject property is part of an approximately 18 acre site, of which the remaining acreage is located within the City of Denton. The property owner is proposing a commercial and multi -family development on the entire site. The portion of the site in the city is zoned Neighborhood Residential 1 (NR -1) in which neither one of the proposed is permitted. Therefore, the area within the City will have to be rezoned and the annexed property will have to secure a zoning designation. Based on the Future Land Use Map, the area is recommended to be developed with Neighborhood Mixed Use. A likely zoning designation would therefore be Neighborhood Residential Mixed Use (NRMU) District and a Specific Use Permit (SUP) will be required for the multi -family component. On March 7, 2017 the property owner was sent a certified letter notifying of the City's intent to annex the property because the proposed development meets the City's criteria for annexation. The proposed development: • will require to connect to City public services; • is within the City's Certificate of Convenience and Necessity boundary for water, sewer, and electric services; • is partially in the City limits and in the City's ETJ; and • the development will have a significant impact upon the City in terms of service costs, increased traffic, and utility needs. In reviewing the proposed annexation, staff considered the following: 1. The ability of the city to provide infrastructure and public services equal to other comparable areas inside the city limits. City of Denton Page 1 of 3 Printed on 5/19/2017 powered by I._eggl;>karI File #: Al 7-0004, Version: 1 • Water service for this site would require extension of an 8 -inch main along Brush Creek Road to applicant's southeast property corner (approximately 550 feet). An extension of gravity wastewater service to this site would be required. • DME has a main line circuit US 377 (Fort Worth Drive) right-of-way near the property. • Solid Waste will add this property to existing routes. • Policing of the subject site would comply with required response times. 2. The reliability, capacity, and future public cost, if any, of current and planned provisions for community facilities, including but not limited to roads, drainage, and utilities. The terms of the needed improvements/upgrades will be determined upon platting and permitting and funding will be the responsibility of the developer. 3. The need and quality of land use and building controls. The annexation of the subject property into the city will enable the use of development and design standards in the Denton Development Code (DDC), minimizing the impacts of the proposed commercial and multifamily development on adjacent neighborhoods. 4. Conformance with the Land Use Element of the City's comprehensive plan. The subject property is located in the transition area between the area designated as Neighborhood Mixed Use (along Fort Worth Drive), and the area designated as Rural Areas (located in the ETJ). The proposed mixed use development with both commercial and multifamily components complies with this designation. 5. Impact on the City, both current and long range, including at a minimum. Anticipated impacts to the City will be minimal as noted in Items I to 3, above. 6. The property meets the minimum requirements for annexation in accordance with state law. The property complies with all minimum requirements for annexation as set forth by the Texas Local Government Code as stated in Chapter 43, Subchapter C-1, Annexation Procedure for Areas Exempted from Municipal Annexation Plan. The property owner did not respond to the City's annexation notification and as a result, Staff initiated the involuntary annexation proceedings in accordance with state law. After continued effort to contact the property owner, Staff met with the property owner to discuss the annexation process. The property owner stated that he is not in favor of the annexation. The purpose of this ordinance is to establish public hearing dates for the annexation. The tentative schedule for this annexation is as follows: • May 23, 2017 - City Council meeting setting the 1st and 2nd public hearing dates and authorizing the publication of notice of the public hearings • June 13, 2017 - 1st Public Hearing • June 20, 2017 - 2nd Public Hearing • July 18, 2017 - First Reading of the Annexation Ordinance City of Denton Page 2 of 3 Printed on 5/19/2017 powered by L.ag;gl;>karI File #: Al 7-0004, Version: 1 • July 19, 2017 - Publication of the Annexation Ordinance in the newspaper • August 22, 2017 - Second Reading and Adoption of the Annexation Ordinance OPTIONS 1. Approve as submitted. 2. Approve subject to conditions. 3. Deny. 4. Postpone consideration. 5. Table item. RECOMMENDATION Staff recommends approval of the ordinance setting dates, times, and place for public hearings on the proposed annexation of the subject property. PRIOR ACTION/REVIEW (Council, Boards, Commissions) February 7, 2017, the City Council directed staff to pursue annexation of the subject. 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 foundations of the plan are the five long-term Key Focus Areas (KFA): Organizational Excellence, Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Related Goal: EXHIBITS 1. Location Map 2. Zoning Map 3. Draft Ordinance 4. Staff Presentation Prepared by: Cindy Jackson, AICP Senior Planner Economic Development 3.4 Encourage development, redevelopment, recruitment, and retention Respectfully submitted: Munal Mauladad Director of Development Services City of Denton Page 3 of 3 Printed on 5/19/2017 powered by I._ag;gl;>karI Al 7-0004 Location Map Nry"�� ""IL0 125 250 500 uudmuxnemiavenwnmuxnemiaven/ (-F!I BERRITTERiiiiiiiiiiiiO Feet SITE COD w 77, Ede' Parcels ETJ cnv ° OF Roads �i NAA 8i1i20 ���,� DENTON Develloppnneint Services • GIS Dae,_ 5/2/2017 The City of Denton has prepared maps for departmental use. These are not official maps of the City of Denton and should not be used for le alenpineerinq or surveying purposes but rather for reference purposes. These maps are the property of the City of Denton and have been made available to the public based on the Public Information Act. The City of Denton makes every effort To produce and publish the most current and accurate information possible. No warranties, expressed or implied, are provided for the data herein, its use, or its interpretation. Utilization ofthis map indicates understanding and acceptance of this statement. Al 7-0004 Zoning Map Z I M I 1` V� 0 125 250 500eet m��vninuentuaiavenwninuentuaia , SITE ETJ NR -6 COD w. ,. len�tveinuentuaiavenwninuentua '., 5 � Parcels NR -1 ` NRMU ETJ Y a OF Roads NR -2 RD -5X % NAA 8/1/20 `EJ DENTON % llaapzi n t, l5 Services • GIS R Dat, siazoi 7 the eCiPYoffDentop and his prepared maps a daPabento the se,These are the Pubi CnPormfathon Atct ThUe Cty of Denton) makeseeveey eff rt Topeodu ceesnd or the mostp argent aridtaccu for in fo(matPon possbeh No warPantiesthexpressetd or implied, are provided for the data herein, Its use, or Its Interpretation. Utilization ofthis map Indicates understanding and acceptance of th is statement. I ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, SETTING A DATE, TIME, AND PLACE FOR TWO PUBLIC HEARINGS ON TIIE PROPOSED ANNEXATION OF CERTAIN PROPERTIES GENERALLY LOCATED NORTH OF BRUSH CREEK ROAD AND EAST OF FORT WORTH DRIVE BY TIIE CITY OF DENTON, TEXAS, AUTHORIZING AND DIRECTING THE CITY SECRETARY TO PUBLISH NO'T'ICE OF SUCH PUBLIC HEARINGS. (A17-0004) WHEREAS, pursuant to Section 43.061, Subchapter C-1, Texas 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 desired to pursue annexation of two tracts of land, being one tract of approximately 4.2497 acres and legally described as A1164A James Severe, TR 31, County Property ID #R73915 ("Property I"), and the other being a tract of approximately 2.4603 acres and legally described as A1164A James Severe, TR 31A, County Property ID #R470395 ("Property 2"), both of which are generally located north of Brush Creek Road and east of Fort Worth Drive, and more particularly described in Exhibit A attached hereto and incorporated herein (collectively, the "Properties"); and WIIEREAS, on February 21, 2017, the City Council adopted Ordinance 2017-071 to provide for Periphery Development Annexation Criteria in order to define and clarify when a property in the City's Extra -territorial Jurisdiction (ET J) should be considered for annexation through enumerated criteria; and WHEREAS, both Property 1 and Property 2 qualify under these criteria as they both require connection to City public services, both are located within the City's CCN boundary for water, wastewater, and electric service, and are partially within the City limits, as noted in Subchapter 35.3 of the Denton Development Code; and WHEREAS, the City sent the owners of the Properties a notice of intent to annex the Properties on April 10, 2017; and WHEREAS, the Denton City Council hereby deems it to be in the best interests of the citizens of the City of Denton to pursue annexation of the Properties and to set public hearings in this matter for this purpose; NOW THEREFORE, THF, COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. On the 13th day of June at 6:30 p.m. and the 201h day of June 2017 at 6:30 p.m. in the City of Denton City Council Chambers of City IIall, 215 E. McKinney Street, Denton, Texas, the City Council will hold Public Hearings giving all interested persons the right to appear and be heard on the proposed annexation by the City of Denton, Texas, of the Properties, more particularly described in Exhibit A. SECTION 2. The City Secretary of the City of Denton, Texas, or her designee, is hereby authorized and directed to cause notice of such public hearings to be published once in the newspaper having general circulation in the City and in the above described territory not more than twenty days nor less than ten days prior to the date of such public hearings and to publish the dates, times, and locations of the public hearings on the City's website, in accordance with Chapter 43 of the Texas Local Government Code. PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY MM APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY Exhibit A Tract I BEGINNING at a fence corner for corner in the east line of United States Highway Number 377, a public roadway, said point being the southwest corner of that certain tract of land described in Trustee's Deed from WDN Group, LLC to John E. Girard, Trustee recorded under Document Number 2011-94894, Real Property Records, Denton County, "Texas; THENCE N 88° 10' 11" E, 571.29 feet with the south line of Girard, Trustee tract to an iron rod found for corner, said point being the northwest corner of Lot 7, Block A of Kiowa 'Frail Estates, an addition to Denton County, Texas according to the plat thereof recorded in Cabinet F, Page 277, Plat Records, Denton County, Texas; THENCE S 060 56' 38" W, 562.04 feet with the west line of Kiowa Trail Estates to an iron rod set for corner; THENCE N 740 01' 42" W, 710.70 feet to an iron rod set for corner in said east line of said U.S. Highway Number 377; THENCE N 270 38' 29" E, 388.45 feet with said east line of U.S. Highway 377 to the PLACE OF BEGINNING and containing 6.746 acres of land, and excepting certain lands already within the city limits. Tract II COMMENCING at a fence corner for corner in the east line of United States Highway Number 377, a public roadway, said point being the southwest corner of that certain tract of land described in Trustee's Deed from WDN Group, LLC to John E. Girard, Trustee, recorded under Document Number 2011-94894, Real Property Records, Denton County, Texas; THENCE S 270 38' 29" W, 388.45 feet with said east line of said U.S. highway to an iron rod set for PLACE OF BEGINNING, said point being the southwest corner of that certain tract of land conveyed by deed from Billie Jean Williams et al to Jose Ramos and Iilda P. Ramos recorded under Document Number 2011-38202, Real Property Records, Denton County, Texas; THENCE S 740 0 V 42" E, 710.70 feet to the south line of said Ramos tract to an iron rod set for corner in the west line of Lot 10, Block A of Kiowa Trail Estates, an addition to Denton County, Texas according to the plat thereof recorded in Cabinet F, Page 277, Plat Records, Denton County, Texas; THENCE S 060 56' 38" W, 502.76 feet with the west line of said Kiowa Trail Estates and with the west line of that certain tract of and conveyed by deed from Robert N. Burns and Christel B. Burns to Allison Renae Prather and Jonathon R. Prather recorded under Document Number 2009- 21263, Real Property Records, Denton County, Texas, and with the west line of that certain tract of land conveyed by deed from William C, Lewis and Sandra Lewis to Barrett Goodwin recorded under document number 2010-126474, Real Property Records, Denton County, Texas to an iron rod set for corner in Brush Creek Road, a public roadway; THENCE N 890 46' 19" W, 555.00 feet with said Brush Creek Road to an iron rod set for corner; THENCE N 01 ° 00' 41 "E, 6.94 feet with said Brush Creek Road to an iron rod set for corner; THENCE N 880 26' 19" W, 285.53 feet with said Brush Creek Road to an iron rod set for corner at right-of-way flare; THENCE N 290 10' 38" W, 108.28 feet with said right-of-way flare to an iron rod set for corner in said east line of said U.S. Highway Number 377; THENCE N 270 33' 41" E, 197.80 feet with said east line of said U.S. Highway to a concrete monument found for corner; THENCE N 210 50' 41" E, 302.54 feet with said east line of said U.S. Highway to a concrete monument found for corner; THENCE N 270 38' 29" E, 143.35 feet with said east line of said U.S. Highway to the PLACE OF BEGINNING and containing 11.323 acres of land, and excepting certain lands already within the city limits. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com IlEN' `IN File #: ID 17-636, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: May 23, 2017 SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a three (3) year contract for the supply of hot mix asphalt concrete and the installation of asphalt for the City of Denton Street Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 6386 -awarded to Jagoe- Public Company, in the three (3) year not -to -exceed amount of $20,000,000 for Sections A and C and The Lane Construction Corporation in the three (3) year not -to -exceed amount of $9,000,000 for Sections B and D for a three (3) year total not -to -exceed amount of $29,000,000). RFP INFORMATION This RFP is for an annual contract to supply hot mix asphalt concrete and specialized equipment for installation services as needed. This contract is utilized in the construction, renovation, and maintenance of City streets. The contract allows for delivery of asphalt to the jobsite, pickup of asphalt using City trucks at the plant. In addition, give access to a price per ton for equipment and operations or installation of the asphalt at the direction of the Streets Division. A list of the major Capital Improvement Plan and Bond projects is included as Exhibit 1. The Dallas/Ft.Worth area is experiencing a major increase in economic growth and highway construction. This has put a strain on the availability of materials and labor causing the unit price to increase for asphalt, concrete and building materials. As a result, it is in the best interest of the City to secure a unit cost on an annual basis. Requests for Proposals were sent to ninety-eight (98) prospective suppliers of this item. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Four (4) proposals were received. The proposals were evaluated based upon published criteria including compliance/performance and price. Jagoe-Public Company was ranked the highest and determined to be the best value for Sections A and C. The Lane Construction Corporation was ranked the highest and determined to be the best value for Sections B and D (Exhibit 2). Staff anticipates increased demands for street repairs. Efforts to meet this new demand is to solicitation specifications by dividing the City into north (Sections A & B) and south (Section C & D) delivery districts. The intent is to seek two suppliers for each district. During the evaluation, it was evident that each firm would be awarded the same product in both districts. Therefore the recommendation is to award to each vendor like items in the two delivery districts (Exhibit 2). City of Denton Page 1 of 3 Printed on 5/19/2017 powered by I._eggl;>karI File #: ID 17-636, Version: 1 During the best and final offer process, liquidated damages were added to the contract at no additional cost to the City. This will allow the City to seek damages for delayed performance by the contractor. In addition, should either firm be unable to meet the City's increased demand, the City may opt to change order the other firm's contract to add additional items. This will allow the City to have an alternate sources for the awarded goods and services. RECOMMENDATION Award to Jagoe-Public Company, in in the three (3) year not -to -exceed amount of $20,000,000 for Sections A and C and The Lane Construction Corporation in the three (3) year not -to -exceed amount of $9,000,000 for Sections B and D; for a three (3) year total not -to -exceed amount of $29,000,000. The not -to -exceed amount reflects estimated quantities based on current and future Street Department projects but does not obligate the City to expending the full award amount. PRINCIPAL PLACE OF BUSINESS Jagoe-Public Company The Lane Construction Corporation Denton, TX Justin, TX ESTIMATED SCHEDULE OF PROJECT This is an initial one (1) year contract with options to extend the contract for two (2) additional one (1) year periods, with all terms and conditions remaining the same. 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 l: Street Project List and Maps Exhibit 2: Evaluation and Scoring Sheet Exhibit 3: RFP Section Map Exhibit 4: Ordinance Exhibit 5: Jagoe-Public Contract Exhibit 6: The Lane Corporation Contract City of Denton Page 2 of 3 Printed on 5/19/2017 powered by I._ag;gl;>karI File #: ID 17-636, Version: 1 Respectfully submitted: Ethan Cox, 349-7421 Customer Service Manager For information concerning this acquisition, contact: Keith Gabbard at 349-7144. City of Denton Page 3 of 3 Printed on 5/19/2017 powered by I._ag;gl;>karI EXHIBIT 1 2012 & 2014 Remaining Bond Projects CIP SeglD Street Name From To Class Year 2014 8 Alan -A -Dale Cir 2014 16-3 Amarillo St 2014 17-4 Amherst Dr 2014 19 Angelina Bend Dr 2014 23-4 Archer Trail 2014 32-9 Austin St 2014 36-6 Ave A 2014 41-5 Ave B 2014 47-4 Ave D 2014 59-4 Ave H 2012 78-J7B Bell Ave N 2012 82 Bellemead Dr 2012 84 Bentoaks Dr 2012 84-2 Bentoaks Dr 2012 87-8 Bernard St 2014 87-4 Bernard St 2014 87-5 Bernard St 2014 87-7 Bernard St 2014 98-4 Blagg Rd 2012 106-J Bolivar St 2012 106-J1 Bolivar St 2012 106-J2 Bolivar St 2012 106-J3 Bolivar St 2012 106-J4 Bolivar St 2012 106-J5 Bolivar St 2012 106-J6 Bolivar St 2012 106-J7 Bolivar St 2012 246-2 Crestmeadow St 2012 246-3 Crestmeadow St 2012 246-4 Crestmeadow St 2014 246-5 Crestmeadow St 2012 116-3 Bowling Green St 2012 116-4 Bowling Green St 2014 121-4 Bradshaw St 2014 121-5 Bradshaw St 2012 125-4 Brandywine St 2012 125-3 Brandywine St 2012 125-2 Brandywine St 2014 147-3 Bryan St 2014 157 Camden Ct 2014 174 Castle Ln 2014 190-5 Chestnut St 2014 1014-3 Cobblestone Rw 2014 231-2 Cordell St 2014 231-3 Cordell St Archer Tr Ega n Fordham Ln San Gabriel Dr Foxcroft Cr Oak E Ave A Margie Highland W Louise Administration Dr Emery Oakhurst Oakhurst Eagle Dr W Chestnut Prairie W Maple Private University Dr W Sunset Westway College W Third W Crescent Second First Windsor W Westview Tr Brookhollow Dr Westward Georgetown Dr Vanderbilt Mckinney E Oak E Briarwood Copper Ridge Mistywood Broadway Londonderry Wilsonwood Dr Welch S Ashcroft Ln Ector Aileen South Congress E Malone Sandy Creek Emerson Ln Hickory E Greenlee Underwood Maple Prairie W College E Thomas Oakhurst Manor Court Fannin Prairie W Highland W Eagle Dr W Lakevuew Blv Sunset Westway College W Third W Crescent Second First Panhandle Westview Tr Brookhollow Dr Westward Thundrebird Vanderbilt Auburn Dr Oak E Hickory E West Briarwood Copper Ridge Panhandle South South Bernard Evers Pw Aileen Gober RES RES RES RES RES RES RES RES COL RES COL RES RES RES COL COL COL COL RES COL COL COL COL COL COL COL COL RES RES RES COL RES RES RES RES RES RES RES RES RES RES RES COL RES RES Street Estimated Rebuild Cost $57,727 $50,851 $74,557 $142,841 $60,140 $105,222 $75,763 $115,488 $57,908 $66,787 $134,237 $125,479 $83,492 $47,727 $88,864 $81,829 $120,467 $374,109 $374,109 $69,502 $57,379 $43,490 $106,754 $33,662 $50,493 $89,570 $101,516 $24,952 $95,926 $37,193 $135,002 $153,984 $80,025 $48,076 $57,124 $16,467 $32,742 $32,598 $21,716 $33,478 $146,219 $179,999 $71,903 $78,961 $94,101 EXHIBIT 1 2012 & 2014 Remaining Bond Projects Street CIP SegID Street Name From To Class Estimated Year Rebuild Cost 2014 231-4 Cordell St Gober Malone RES $135,002 2014 236-4 Coronado Dr Cordova Cr Winchester Ct COL $51,494 2014 236-5 Coronado Dr Winchester Ct Stuart Rd COL $62,616 2012 262-4 Denison St Sherman Dr W University Dr W RES $61,391 2014 292-4A1 Edwards Rd City Limits Private Dr COL $57,727 2014 297-2 Egan St Lovell Bryan RES $57,426 2014 297-4 Egan St Ponder Av Fulton RES $61,774 2014 300 Elm St Oak St Hickory St PAR $60,623 2014 314-4 Fannin St Welch S Beatty RES $41,408 2014 329-1E Forrestridge Dr Hobson Ln E Highview Cr COL $114,550 2014 329-2E Forrestridge Dr Highview Cr Highview Cr COL $114,550 2014 329-2W Forrestridge Dr Highview Cr Highview Cr COL $57,607 2014 333 Fouts St Hickory W Oak W RES $117,265 2014 337 Foxcroft Cir Emerson Ln Archer Tr RES $169,563 2014 337-3 Foxcroft Cir Archer Tr Alley RES $130,596 2014 337-6 Foxcroft Cir Old North Rd Emerson Ln RES $115,488 2012 344-J Fulton St Congress W Grace Temple Av SAR $202,209 2012 344-4 Fulton St Cordell Crescent SAR $115,052 2012 344-J1 Fulton St Grace Temple Av Gregg SAR $95,219 2014 344-7 Fulton St Broadway Panhandle SAR $86,616 2014 344-J2 Fulton St Gregg Oak W SAR $48,740 2012 346 Gaelic Ct Glengary Wy West RES $52,532 2012 372-5 Greenway Dr Augusta Dr South COL $59,321 2012 372-4 Greenway Dr Thunderbird Dr Augusta Dr COL $92,277 2014 372 Greenway Dr Windsor Farms Dr Brookhollow Dr RES $50,851 2014 372-2 Greenway Dr Brookhollow Dr Lakewood Dr RES $67,297 2014 373-2 Greenwood Dr Preston PI Sauls Ln COL $153,156 2012 390-2 Hercules Ln Meadow Lane PI Redstone Rd COL $120,878 2012 390-3 Hercules Ln Redstone Rd Atlas Dr COL $145,889 2012 390-4 Hercules Ln Atlas Dr Stuart Rd COL $145,771 2012 390-4N Hercules Ln Atlas Dr Camelot COL $59,850 2012 390-4N2 Hercules Ln Camelot Stuart Rd COL $184,907 2014 390-8 Hercules Ln Huntington Dr Buckingham Dr COL $50,401 2014 390-9 Hercules Ln Buckingham Dr Royal Acres Dr COL $49,902 2014 390-J Hercules Ln Royal Acres Dr Wellington Dr COL $53,253 2014 390-J2 Hercules Ln Picadilly Ln Sherman Dr E COL $212,939 2012 392 Hettie Paisley Davis RES $152,298 2012 392-2 Hettie St Davis McKinney E RES $64,029 2014 393-8 Hickory St Exposition Bradshaw N COL $186,612 2014 394 Hickory St Bonnie Brae S Ave H SAR $203,063 2014 394-2 Hickory St Ave H Ave G N SAR $52,123 2014 394-3 Hickory St Ave G N Ave G N SAR $84,285 2014 394-3A Hickory St Ave G N Ave F N SAR $144,579 2014 394-5 Hickory St Ave F Fouts SAR $49,902 2014 394-6 Hickory St Fouts North Texas By SAR $121,218 EXHIBIT 1 2012 & 2014 Remaining Bond Projects Street CIP SegID Street Name From To Class Estimated Year Rebuild Cost 2014 394-7 Hickory St North Texas By Miller SAR $68,821 2014 394-8 Hickory St Miller Ave D SAR $125,753 2014 393-9 Hickory St Bradshaw N Crawford N COL $143,219 2014 393-J Hickory St Crawford N Wood S COL $92,533 2014 393-J1 Hickory St Wood RuddellN COL $35,787 2014 393-J2 Hickory St Ruddell N Ruddell N COL $188,093 2014 394-9 Hickory St Ave D Ave C N SAR $191,136 2014 394-J Hickory St Ave C N Ave B N SAR $173,533 2014 394-J1 Hickory St Ave B N Fry SAR $217,869 2014 394-J2 Hickory St Fry Welch N SAR $281,207 2014 394-J3 Hickory St Welch N Bernard SAR $225,519 2014 394-J4 Hickory St Bernard Denton SAR $104,274 2014 394-J5 Hickory St Denton Williams SAR $85,766 2014 394-J6 Hickory St Williams Carroll By N SAR $74,771 2014 394-J9 Hickory St Cedar N Elm N COL $166,306 2014 394 -JA Hickory St Elm N Locust N COL $212,029 2012 409 Highview Cir Forrestridge Dr Highview Ct RES $197,148 2012 409-2 Highview Cir Highview Ct Forrestridge Dr RES $199,972 2012 2059 Hill Alley Martin Wilson RES $25,894 2014 417 Hinkle Dr Windsor W Northridge COL $118,970 2014 417-2 Hinkle Dr Northridge Magnolia COL $149,800 2014 417-3 Hinkle Dr Magnolia Mimosa Dr COL $108,633 2014 417-4 Hinkle Dr Mimosa Dr Headlee COL $186,480 2014 417-5 Hinkle Dr Headlee Meadow Ridge COL $108,633 2014 417-6 Hinkle Dr Meadow Ridge Haggard Ln COL $240,375 2014 417-7 Hinkle Dr Haggard Ln Greenbriar COL $122,249 2014 417-8 Hinkle Dr Greenbriar Tulane Dr COL $121,964 2014 417-9 Hinkle Dr Tulane Dr Bryn Mawr PI COL $214,000 2014 417-J Hinkle Dr Bryn Mawr PI Amherst COL $267,500 2014 417-J1 Hinkle Dr Amherst University Dr W COL $121,789 2014 422-J Hollyhill Ln Longridge Dr Pennsylvania RES $46,025 2014 426-2 Huisache St Yucca Dr Retama RES $75,100 2014 469 Johnson St Mill Dallas Dr RES $79,772 2014 472-2 Joyce Ln Gardenview Gabe Ct COL $78,560 2014 472-3 Joyce Ln Gabe Ct Benjiman COL $206,809 2014 472-4 Joyce Ln Benjiman Elm N COL $141,876 2014 477-6 Kendolph Dr Lindsey Willowwood RES $22,017 2012 480 Kerley St Duncan Scott Dr RES $234,341 2012 480-3 Kerley St Minor Cr Shady Oaks RES $93,866 2012 480-2 Kerley St Scott Dr Minor Cr RES $47,551 2012 484-2 Kingfisher Ln Meadowlark Ln King Fisher Ln RES $45,197 2012 484 Kingfisher Ln Oriole Ln Meadowlark Ln RES $45,668 2014 489 Kingswood Ct Londonderry South RES $143,504 2014 493-2 Laguna Dr Yellowstone PI Sherman Dr E RES $157,800 2014 1426-5A Lakeview Blvd Rodeo Dr S Trinity Rd SAR $83,666 EXHIBIT 1 2012 & 2014 Remaining Bond Projects CIP SegID Street Name From To Class Year 2014 516 Locksley Ln 2014 516-2 Locksley Ln 2014 526-J2 Locust St 2012 527-5 Londonderry Ln 2012 527-4 Londonderry Ln 2012 538-3 Mack Dr 2014 545-4 Manhattan Dr 2014 564-6 Masch Branch Rd 2012 568-3 May St 2012 568-4 May St 2014 578 Mccormick St 2014 578-5 McCormick St 2012 581-9A McKinney St E 2012 581-J McKinney St E 2012 581-J1 McKinney St E 2012 581-J2 McKinney St E 2012 581-J3 McKinney St E 2014 602 Mill St 2012 609-3 Mimosa Dr 2014 620-3A Mockingbird Ln 2014 620-4 Mockingbird Ln 2014 620-5 Mockingbird Ln 2014 620-6 Mockingbird Ln 2014 620-7 Mockingbird Ln 2014 620-J2 Mockingbird Ln 2014 620-J3 Mockingbird Ln 2014 620-J4 Mockingbird Ln 2014 620-J5 Mockingbird Ln 2014 620-J6 Mockingbird Ln 2014 620-J7 Mockingbird Ln 2014 624-J3 Montecito Dr 2012 626-2 Monterey Dr 2014 635-5 Mulberry St 2014 635-6 Mulberry St 2014 50-8 North Texas Blvd 2014 50-6 North Texas Blvd 2014 50-3 North Texas Blvd 2014 50-4 North Texas Blvd 2014 50-5 North Texas Blvd 2014 50 North Texas Blvd 2012 653 Northwood Terrace 2012 653-2 Northwood Terrace 2012 656-6 Oak E St 2012 656-7 Oak E St 2012 1008-3 Oak Park Dr Emerson Ln Jamestown Ln Myrtle Camden Ct Kingswood Ct Paisley Yellowstone Park Lovers Ln Henderson Dr Pinckney Dr Eagle Dr W 135 E Crawford St S Wood St S Ruddell St S Hettie St Jannie St Wye Carroll By N Audra Ln Terry Ct Beverly Dr Anysa Ln Howard Ct Paisley Weston Dr Oriole Ln Bob -O -Link Ln Montclair PI Hummingbird Ln Hickory Creek Rd Yellowstone PI Bernard Carroll By S Highland W Chestnut Stella Sycamore W Edwards Oak W Edgewood PI Greenwood Dr Bradshaw N Crawford N Timber Trail Jamestown Ln Maid Marion PI 135 E Service Rd Westminister Camden Ct Doubleoak Sherman Dr E Hampton Dr Pinckney Dr Autumn Oak Fannin Michial Wood St N Ruddell St N Hettie St Jannie St Campbell Ln Industrial Bolivar Terry Ct Beverly Dr Anysa Ln Howard Ct Newport Av Weston Dr Oriole Ln Bob -O -Link Ln Montclair PI Hummingbird Ln Mckinney E White Dove Ln Sherman Dr E Carroll By S Cedar S Eagle Dr W Prairie W Sycamore W Edwards Chestnut Hickory W North Cherrywood Ln Crawford N Wood S Oak Valley RES RES RES COL COL COL RES COL RES RES RES COL ART ART ART ART ART RES RES COL COL COL COL COL COL COL COL COL COL COL COL RES COL COL SAR SAR SAR SAR SAR SAR RES RES Res Res RES Street Estimated Rebuild Cost $54,832 $202,860 $61,105 $79,110 $65,821 $185,731 $179,697 $265,590 $41,136 $29,366 $128,320 $26,360 $110,638 $82,920 $65,971 $95,455 $158,189 $47,396 $122,585 $48,822 $48,465 $48,465 $52,101 $65,004 $135,153 $81,971 $132,586 $45,614 $180,849 $176,368 $124,201 $84,921 $256,426 $284,689 $110,964 $170,682 $85,958 $103,067 $157,932 $61,467 $29,275 $158,606 $50,991 $57,539 $124,468 EXHIBIT 1 2012 & 2014 Remaining Bond Projects CIP SeglD Street Name From To Class Year 2012 1008-2 Oak Park Dr 2012 666 Oakhurst St 2012 663-5 Oaktree St 2014 688-2 Orr St 2014 695 Paisley St 2014 695-2 Paisley St 2014 695-3 Paisley St 2014 695-4 Paisley St 2014 695-5 Paisley St 2012 699-6 Panhandle St 2012 739-3 Ponder Ave 2014 739-2 Ponder Ave 2012 756 Quail Ridge Dr 2014 768 Retama St 2012 775-2 Roberts St 2012 782-3 Rose St 2012 782-2 Rose St 2014 797-3 Sagebrush Dr 2012 798-3 Sagewood St 2012 806 Sandy Creek Dr 2014 806-3 Sandy Creek Dr 2012 817-6 Scripture 2014 817-5 Scripture St 2012 822-3 Sena St 2012 822-4 Sena St 2014 824-2 Shadow Trail 2014 824-3 Shadow Trail 2014 824-4 Shadow Trail 2014 824-5 Shadow Trail 2012 829 Sheraton PI 2012 830-2 Sheraton Rd 2012 830 Sheraton Rd 2014 844 Sierra Dr 2014 853-2 Stella St 2014 871-5 Stella St 2014 890-9 Sycamore St 2012 890-7 Thomas St 2012 890-8 Thomas St 2012 890-5 Thomas St 2012 890-6 Thomas St 2014 894-2 Thomas St 2012 891-5 Thunderbird Dr 2012 891-4 Thunderbird Dr 2012 891-6 Thunderbird Dr 2012 891-7 Thunderbird Dr Whispering Oaks Bentoaks Dr Audra Ln Elm Frame Rose Bradshaw N Crawford N Wood N Aileen Broadway Linden Dr Cooper Branch E Huisache Brown Lehrman Paisley Yucca Dr Willow Stone Angelina Bend Dr Sandy Creek Dr Ector Hillcrest Bradley Gober Plum Hollow Willow Stone Tanglewood Pear Tree PI Sheraton Rd Hercules Ln North Yellowstone PI Bonnie Brae S Ave H Bernard Houston PI Houston PI Panhandle Scripture Alamo PI Carriage Hill Greenway Dr Brooklake Westview Tr Timber Trail Oakhurst Oak Park Dr Locust N Rose Bradshaw N Crawford N Wood N Ruddell N Gober Panhandle Broadway La Palma Dr Sagebrush Dr Brown Uland Lehrman Retama Tanglewood Sandy Creek Dr Sandy Creek Dr Jagoe Ector Gober Malone Willow Stone Tanglewood Pear Tree PI Windbrook Buckingham Dr Sun Valley Dr Hercules Ln Sherman Dr E Ave H Ave G S Carroll By S Houston PI Alamo PI Scripture Houston PI Oak W Brooklake Carriage Hill Westview Tr Crestmeadow RES RES RES RES COL COL COL COL COL COL RES RES RES RES RES Res Res RES RES RES RES COL COL RES RES RES RES RES RES RES RES RES RES RES RES RES Res Res Res Res RES COL COL COL COL Street Estimated Rebuild Cost $31,897 $46,786 $113,934 $123,889 $68,284 $65,147 $55,737 $52,315 $71,903 $149,361 $46,609 $72,205 $183,789 $55,315 $39,194 $43,142 $81,662 $30,402 $35,968 $60,439 $124,256 $250,348 $46,025 $126,174 $70,620 $59,920 $59,920 $81,554 $132,526 $55,228 $43,287 $53,687 $149,114 $87,345 $204,429 $59,658 $26,836 $31,073 $160,719 $64,500 $46,025 $73,327 $122,761 $64,382 $61,381 EXHIBIT 1 2012 & 2014 Remaining Bond Projects Street CIP SegID Street Name From To Class Estimated Year Rebuild Cost 2014 905-2 Timberidge St Deer Tr Fox Hollow RES $172,376 2014 905-3 Trinity Rd Mills Rd Private COL $110,711 2014 912 Trinity Rd Private Private COL $50,489 2014 912-2 Uland St Railroad Av Frame RES $77,694 2014 923 Uland St Frame Rose RES $230,487 2014 932-4 Victoria Dr Churchill Dr Nottingham Dr RES $55,978 2014 935-8 Wayne St Snyder Mozingo RES $166,322 2014 935-9 Welch St Eagle Dr W Fannin SAR $167,062 2014 944-3 Welch St Fannin Collins W SAR $184,040 2012 933 Welch St N Oak W Hickory W COL $48,787 2014 944-4 Westgate Dr Fladger Dr Coffey Dr RES $32,100 2014 994-5 Westgate Dr Westglen Dr John Dr RES $81,072 2014 975-J Westgate Dr John Dr Windsor W RES $188,943 2012 956 Whitney Ct East Savannah Tr RES $19,934 2014 975-J3 Windsor Dr Wilsonwood Dr Longfellow Ln SAR $160,482 2014 975-J4 Windsor Dr Bristol Hanover Dr SAR $264,207 2014 975-J5 Windsor Dr Hanover Dr Croydon Ln SAR $132,844 2014 976-J1 Windsor Dr Croydon Ln Churchill Dr SAR $81,324 2014 976-J3 Windsor Dr Hinkle Dr Riney Rd SAR $524,384 2014 986-2 Windsor Dr Mesquite N Elm SAR $524,384 2012 975-4 Windsor Dr E Bell Av N Olympia Dr SAR $80,860 2012 975-3 Windsor Dr E Cedar Hill Bell Av N SAR $116,935 2012 975-6 Windsor Dr E Churchill Dr Heather SAR $129,764 2012 975-J8 Windsor Dr E Heather Ln Pickwick Ln SAR $326,323 2012 975-2 Windsor Dr E Inglewood Cedar Hill SAR $118,112 2012 975-J1 Windsor Dr E Longfellow Ln Glenwood Ln SAR $30,367 2012 975-9 Windsor Dr E Sherman Dr E Wilsonwood Dr SAR $77,035 2012 975-JA4 Windsor Dr E Broken Bow Branch Crossing SAR $91,688 2012 975-J2 Windsor Dr E Glenwood Ln Bristol SAR $71,797 2012 975 Windsor Dr E Locust N Inglewood SAR $391,588 2012 975-JA3 Windsor Dr E Old Orchard Ln Broken Bow SAR $160,072 2012 976-J2 Windsor Dr W Riney Rd Mesquite SAR $230,221 2012 980-2 Winston Dr Wessex Ct Waterford Wy RES $124,291 2012 986-4 Wood N McKinney E Oak E RES $47,374 2012 986-5 Wood N Oak E Hickory E RES $46,786 2012 987-2 Wood S Mulberry E Sycamore E RES $50,552 2012 987-3 Wood S Sycamore E South RES $29,366 2014 993-4 Wood St Paisley Davis RES $142,536 2012 988-3 Woodbrook St Southridge Dr Hollyhill Ln RES $53,061 2012 992-2 Woodhaven St Woodhaven Brookfield Ln RES $77,329 $28,948,865 EXHIBrr 1 DENTON Street Bond Program 2013-17 - Status updated on February 10, 2017 1 w ® i i - 7............... i i Legend e Completed (92 segments) In Progress (s segments) Remaining (111 segments) Itp®un®un®um Date: 2/212017 City Limit 0 ozs os Miles DISCL IIOER Th City of D t h p p tl ti p f tlepertme ntel use. Th,,- t ff - p fth G ty of Dentin entl h Itl t be us etl for g l gh -g y gp p b trstherf—.fere- p �p ly. Th p- th property ofthe Cty fD t entl hes been tl al bl t th p bleb tl th P bh- lnt—ten Act. Th CAy fD t kes ev eryef ft to pretluce ndp bl, h the most current tl uret -f t pe -bl N f es expressetl a - pI, tl p v tletl fir tie tlete here n its use ar h - t p t tan. Ut1¢etan ft h" —p and h.ndng a ntl acceptance ofts statement. 1 LrOW— w ll1�° Room _ 'n EXHIBrr 1 DENTON Street Bond Program 2015-20 -Status updated on February 10, 2017 i - i I HI i ® K t ; i i i m 97 i ® - , I �® 4 s.y T4 1 21 r' ; I i Legend e I Completed (26 segments) 1 B Expanded Eagle Project (10 segments) In Progress ., g (5 segments) i - °°°°°°°°°°°°°°°°°°°°°° Remaining (163 segments) Date: 2/212017 i III ®nn®nn®n0 0.25 0.5 1 W, 1 City Limit Miles ............� ' i DISCLIIAER ®®` ® '-'-'-'-'-'® The Gdy.f Denton hes prepared this men for departmental use. This is not en p,c map C thef D.nt Denton end should not be used for legal, engineering, rveyiRg purposes, but reth er for reference purposes only This map is the property of the Cf of Denton, end hes been made available to the public based an the P. blit Info,m.ti.n Act. The Cdy of D.nto n -k., every effort to prod uce end p. blish t he -1 current.nd.ccor.t.infi, .ti.np.ssible. Na warranties, ,'� a i expressed .,implied,.,. p,.vided forth. date h....n,it. ase .,i tsint.,p,.t.ti.n. Util-tien of this map in dicetes .nd...t.nddng end acceptance fthis st.t.mant. b.00) -- ! oo } ® � l [ | [ \\\} \\\} \\6666) CL c §# o- 2 v _- 2 � � 2 b.00) -- ! oo } ® � l [ | [ \\\} \\\} �luII uc cl Im- ------------- EXHIBIT 4 ORDINANCE NO. 2017 - AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A THREE (3) YEAR CONTRACT FOR THE SUPPLY OF HOT MIX ASPHALT CONCRETE AND THE LAY DOWN OF THE ASPHALT FOR THE CITY OF DENTON STREET DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 6386 -AWARDED TO JAGOE-PUBLIC COMPANY, IN THE THREE (3) YEAR NOT -TO -EXCEED AMOUNT OF $20,000,000 FOR SECTIONS A AND C AND THE LANE CONSTRUCTION CORPORATION IN THE THREE (3) YEAR NOT -TO -EXCEED AMOUNT OF $9,000,000 FOR SECTIONS B AND D FOR A THREE (3) YEAR TOTAL MOT- TO -EXCEED AMOUNT OF $29,000,000.) WHEREAS, the City has solicited, received, and evaluated competitive sealed proposals for the supply of hot mix asphalt concrete in accordance with the procedures of State law, and City ordinances; and WHEREAS, the City Manager, or a designated employee has received, 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 TETT TNATAPP CONTRACTOR AMOUNT 6386 Jagoe-Public Company $20,000,000 6386 The Lane Construction Corporation $9,000,000 (the "Proposals") EXHIBIT 4 SECTION 2. By the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items, and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, specifications, standards, quantities, and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. Should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities, and specified sums contained in the Proposal and related documents herein approved and accepted. This will be an initial one (1) year contract with options to extend the contract for two (2) additional one (1) year periods with all terms and conditions remaining the same. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required, or permitted to be performed by the City of Denton under RFP No. 6386 to the City Manager of the City of Denton, Texas, or his designee. SEC'T'ION 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 r BY i EXHIBIT 5 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND JAGOE-PUBLIC COMPANY FILE #6386 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, Texas 76205, 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 46386 — Simply of Hot Mix Asphalt Concrete, 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 46386 (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"); (f) Form CIQ — Conflict of Interest Questionnaire (Exhibit "F") These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." RFP 6386 DocuSign Envelope ID: 18C10623-50CD-4714-B990-DBD3C0730117 EXHIBIT 5 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. SUPPLIER �Dorrcu5igned by: ba 'U BY: _ 0BF36AE22730494..... AUTHORIZED SIGNATURE Date: 5/18/2017 Name: Bill cheek Title: Executive Vice President 940-382-2581 PHONE NUMBER bill.cheek@jagoepublic.com EMAIL ADDRESS 2017-209942 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 OocuSigned by: BY: 5972538A.C4584E9... RFP 6386 TODD HILEMAN CITY MANAGER Date: DocuSign Envelope ID: 18C10623-50CD-4714-B990-DBD3C0730117 EXHIBIT 5 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 dentonpurchasinggcityofdenton.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 The City will implement an escalation/de-escalation price adjustment annually. The escalation/de- escalation will be based upon the U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) for asphalt (WPU0510212). 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 contract 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. It is the supplier or the Cities responsibility to request a price adjustment annually in writing. If no request is made, then it will be assumed that the contract price will be in effect. The supplier must submit or make available the manufacturers pricing sheet used RFP 6386 DocuSign Envelope ID: 18C10623-50CD-4714-B990-DBD3C0730117 EXHIBIT 5 to calculate the bid proposal, to participate in the escalation/de-escalation clause. Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre - price increase prices must be honored on orders dated tip to the official date of the City of Denton approval and/or cancellation. The request can be sent by e-mail to: purchasinggcityofdenton.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 total contract for Sections A and C, which supplies the PG -64-22 Hot Mix Asphalt Concrete for North and South Districts, shall not exceed $20,000,000. Pricing shall be per Exhibit E attached. 7. Delivery Lead Time and Performance Specifications a) The Supplier shall be required to meet performance specifications as follows: Twenty-four (24) hour telephone to receive messages. The City will give 12 hours notice of intent to receive and attempt to give six (6) hours notice of cancellation. b. Three (3) day response time after the Supplier is contacted by the City to provide experienced operator with laydown machine. NOTE: The following are minimums: Delivery of patching hot mix shall be at the rate of 30 tons over any 8 -hour day or 7.5 tons per hour. d. Delivery of hot mix for repaving shall be at the rate of 90 tons per hour. Delivery of hot mix for constriction shall be at the rate of 130 tons per hour. f. If the Supplier is unable to meet specifications on a daily basis due to plant failure or other delivery commitments, the City of Denton shall have the option RFP 6386 DocuSign Envelope ID: 18C10623-50CD-4714-B990-DBD3C0730117 EXHIBIT 5 to obtain materials from the other contracted Supplier. The Street Patching crew needs Type D hot mix every day. g. The Supplier shall provide delivery using the most cost effective tricking for the City of Denton for each of the three types of operations: (a) patching, (b) repaving, and (c) constriction. The average value can be obtained based on historical use and types of projects providing the performance specifications are met. b) Ride Quality Specifications Ride quality is an important component of the constriction on this project. Ride quality will be monitored in accordance with NCTCOG Spec Item 302.9.6.8. The Supplier shall provide a 16 -foot straightedge for use in checking the smoothness of the surface pavement at the beginning of the asphalt surface placement. Surface course pavement shall not commence unless the straightedge is on the job site. The Supplier shall begin checking smoothness in accordance with Spec Item 302.9.6.8 (in the presence of the City inspector) immediately after rolling operations are completed, and will continuously check smoothness throughout the surface paving operation. Deviations in excess of 1/4" along the length of the straightedge shall be immediately corrected. 8. Liquidated Damages The time of the completion of constriction of the project is of the essence of the contract. Should the Contractor neglect, refuse, or fail to complete the constriction within the time herein agreed upon, after giving effect to extensions of time, if any, herein provided, then, in that event and in view of the difficulty of estimating with exactness damages caused by such delay, the City shall have the right to deduct from and retain out of such money which may be then due or which may become due and payable to the Contractor the sum of TWO HUNDRED FIFTY DOLLARS ($250.00) per day for each and every day, including weekends, that such constriction is delayed on its completion beyond the specified time, as liquidated damages and not as a penalty; if the amount due and to become due from the City to the Contractor is insufficient to pay in fiill any such liquidated damages, the Contractor shall pay to the City the amount necessary to effect such payment in fiill: Provided, however, that the City shall promptly notify the Contractor in writing of the manner in which the amount retained, deducted or claimed as liquidated damages was computed. RFP 6386 DocuSign Envelope ID: 18C10623-50CD-4714-B990-DBD3C0730117 EXHIBIT 5 Exhibit C City of Denton Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton's contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City's Procurement Department and the Supplier. No Terms and Conditions contained in the seller's proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fiully 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, riles, 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. RFP 6386 DocuSign Envelope ID: 18C10623-50CD-4714-B990-DBD3C0730117 EXHIBIT 5 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery sinless 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 fiurnished, 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 fiully 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, riles, 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. RFP 6386 DocuSign Envelope ID: 18C10623-50CD-4714-B990-DBD3C0730117 EXHIBIT 5 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 tinder 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 tinder 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 fiilly with all applicable federal, state, and local health, safety, and environmental laws, ordinances, riles 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 fiurnish a tax exemption certificate upon request. 13. PAYMENT: RFP 6386 DocuSign Envelope ID: 18C10623-50CD-4714-B990-DBD3C0730117 EXHIBIT 5 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 fiinds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic fiinds 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 fiinds 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 fiinds 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 RFP 6386 DocuSign Envelope ID: 18C10623-50CD-4714-B990-DBD3C0730117 EXHIBIT 5 negotiated. 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close -Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor's continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City's right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of I% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City's sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor's Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or RFP 6386 DocuSign Envelope ID: 18C10623-50CD-4714-B990-DBD3C0730117 EXHIBIT 5 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 RFP 6386 DocuSign Envelope ID: 18C10623-50CD-4714-B990-DBD3C0730117 EXHIBIT 5 deliverables sold the City tinder 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 fiirnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, riles, 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 fiully conforming deliverables, at the City's option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City's rights tinder 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 fiully 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, riles or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City's rights under this section. C. If the Contractor is unable or unwilling to 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 RFP 6386 DocuSign Envelope ID: 18C10623-50CD-4714-B990-DBD3C0730117 EXHIBIT 5 reduce the amount of services it may be required to purchase tinder 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 refiinded 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 faith illy 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 lawfiul 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 tip to three (3) years. All rights and remedies tinder the Contract are cumulative and are not exclusive of any other right or remedy provided by law. RFP 6386 DocuSign Envelope ID: 18C10623-50CD-4714-B990-DBD3C0730117 EXHIBIT 5 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 fiirther 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 RFP 6386 DocuSign Envelope ID: 18C10623-50CD-4714-B990-DBD3C0730117 EXHIBIT 5 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 RFP 6386 DocuSign Envelope ID: 18C10623-50CD-4714-B990-DBD3C0730117 EXHIBIT 5 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. RFP 6386 DocuSign Envelope ID: 18C10623-50CD-4714-B990-DBD3C0730117 EXHIBIT 5 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor's breach of any of Contractor's representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co -counsel on the City's behalf. Further, Contractor agrees that the City's specifications regarding the deliverables shall in no way diminish Contractor's warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City's and/or its licensors' confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, "Confidential Information"). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. RFP 6386 DocuSign Envelope ID: 18C10623-50CD-4714-B990-DBD3C0730117 EXHIBIT 5 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 RFP 6386 DocuSign Envelope ID: 18C10623-50CD-4714-B990-DBD3C0730117 EXHIBIT 5 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 RFP 6386 DocuSign Envelope ID: 18C10623-50CD-4714-B990-DBD3C0730117 EXHIBIT 5 express or implied acceptance of any other existing or fiutLure 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 subj ect matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rile or principle that world 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 RFP 6386 DocuSign Envelope ID: 18C10623-50CD-4714-B990-DBD3C0730117 EXHIBIT 5 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, RFP 6386 DocuSign Envelope ID: 18C10623-50CD-4714-B990-DBD3C0730117 EXHIBIT 5 creed, color, genetic testing, or national origin, be refiised 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 fiinded 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, phis 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 unmanufactLured 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. RFP 6386 DocuSign Envelope ID: 18C10623-50CD-4714-B990-DBD3C0730117 EXHIBIT 5 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 fiirther 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 RFP 6386 DocuSign Envelope ID: 18C10623-50CD-4714-B990-DBD3C0730117 EXHIBIT 5 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 RFP 6386 DocuSign Envelope ID: 18C10623-50CD-4714-B990-DBD3C0730117 EXHIBIT 5 Exhibit D Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish an original notarized Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : l'itlps://www.ethics.state.tx.us/whatsnew/elf info f6rm1295.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 (c 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. RFP 6386 DocuSign Envelope ID: 18C10623-50CD-4714-B990-DBD3C0730117 EXHIBIT 5 I CERTIFICATE OF INTERESTED PARTIES FORM 1295 10f1 Complete Nos, 1- 4 and 6 if there are interested parties, OFFICE USE ONLY Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING I Name of business entity filing form, and the city, state and country of the business entity's place Certificate Number: of business. 2017-209942 Jagoe-Public Company Denton, TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 05118/2017 being filed. City of Denton Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. RFP #6386 Supply of Hot Mix Asphalt Concrete 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling intermediary 5 Check only if there is NO Interested Party. El 6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. HILDA SALAZAR N 0 PD otary Public S T 07 TATE OF TEXAS My Comm., EV, Dec� 11. 2019 Signature of authorized agent of c9diracting business entity AFFIX NOTARY STAMP / SEAL ABOVE Sworn to and subscribed before me, by the said 111 )1 Chu )4, L this the day of dt 20_1 to certify which, witness my hand and seal of office, -&i, &-,, ', J411,110- 1goturqoeofficer adr0tstering oath Printed name of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethicsstate.tx,us Version V1.0,883 Ia1-MIlaQ.1J01611Y16111EVA Ay of Hot Mix Asphalt Concrete EXHIBIT 5 Respondents Name: Jagoe-Public Company Principal Place of Business (City, State): Denton, TX ection, which directly corresponds to the specifications. The contractor shall not make changes to this format. SHALL INCLUDE ALL COSTS TO DELIVER GOODS AS SPECIFIED F.O.B DESTINATION, UNLESS NOTED): scription Unit Price Extended Price Estimated Delivery ARO (Days) Rte (PG -64-22) - NORTH DISTRICT Asphalt Concrete (PG -64-22) Pickup at plant ?w patching or installation) $ 48.00 $ 146,100.00 Asphalt Concrete (PG -64-22) FOB Delivered $ 52.50 $ 787,500.00 3 pose of lowest price proposal determination, a $0.20 per mile charge will be added price for each mile from 901-B Texas Street, Denton, Texas 76209 to the Supplier's CRESS: 3020 Fort Worth Drive, Denton, TX 76205 �r ton for contractor installation at City of Denton job site. (0-400 tons) $ 25.00 $ 155,000.00 �r ton for contractor installation at City of Denton job site. (400-999 tons) $ 9.20 $ 617,000.00 �r ton for contractor installation at City of Denton job site. (1,000-1,999 tons) $ 7.15 $ 596,500.00 �r ton for contractor installation at City of Denton job site. (2,000-4,000 tons) $ 6.65 $ 591,500.00 )f PG -64-22 (Annual) - NORTH DISTRICT $ 2,893,600.00 Rte (PCS, -76-22) - NORTH DISTRICT; Asphalt Concrete (PG -76-22) Pickup at plant ?w patching or installation) $ 65.00 No Award Asphalt Concrete (PG -76-22) FOB Delivered $ 70.00 No Award 3 pose of lowest price proposal determination, a $0.20 per mile charge will be added price for each mile from 901-B Texas Street, Denton, Texas 76209 to the Supplier's CRESS: 3020 Fort Worth Drive, Denton, TX 76205 �r ton for contractor installation at City of Denton job site. (0-400 tons) $ 25.00 No Award �r ton for contractor installation at City of Denton job site. (400-999 tons) $ 9.20 No Award �r ton for contractor installation at City of Denton job site. (1,000-1,999 tons) $ 7.15 No Award �r ton for contractor installation at City of Denton job site. (2,000-4,000 tons) $ 6.65 No Award of Products (Annual) - NORTH DISTRICT 1 $ 2,893,600.00 I a 1-Mila Q .1101611Y16111 EVA Ay of Hot Mix Asphalt Concrete EXHIBIT 5 Respondents Name: Jagoe-Public Company Principal Place of Business (City, State): Denton, TX ection, which directly corresponds to the specifications. The contractor shall not make changes to this format. SHALL INCLUDE ALL COSTS TO DELIVER GOODS AS SPECIFIED F.O.B DESTINATION, UNLESS NOTED): scription Unit Price Extended Price Estimated Delivery ARO (Days) Rte (PG -64-22) - SOUTH DISTRICT Asphalt Concrete (PG -64-22) Pickup at plant ?w patching or installation) $ 48.00 $ 146,100.00 Asphalt Concrete (PG -64-22) FOB Delivered $ 52.00 $ 780,000.00 pose of lowest price proposal determination, a $0.20 per mile charge will be added price for each mile from 901-B Texas Street, Denton, Texas 76209 to the Supplier's CRESS: �r ton for contractor installation at City of Denton job site. (0-400 tons) $ 25.00 $ 154,000.00 �r ton for contractor installation at City of Denton job site. (400-999 tons) $ 9.20 $ 612,000.00 �r ton for contractor installation at City of Denton job site. (1,000-1,999 tons) $ 7.15 $ 591,500.00 �r ton for contractor installation at City of Denton job site. (2,000-4,000 tons) $ 6.65 $ 586,500.00 )f PG -64-22 (Annual) - SOUTH DISTRICT $ 2,870,100.00 Rte (PG -76-22) - SOUTH DISTRICT Asphalt Concrete (PG -76-22) Pickup at plant ?w patching or installation) $ 65.00 No Award Asphalt Concrete (PG -76-22) FOB Delivered $ 69.00 No Award pose of lowest price proposal determination, a $0.20 per mile charge will be added price for each mile from 901-B Texas Street, Denton, Texas 76209 to the Supplier's CRESS: 3020 Fort Worth Drive, Denton, TX 76205 �r ton for contractor installation at City of Denton job site. (0-400 tons) $ 25.00 No Award �r ton for contractor installation at City of Denton job site. (400-999 tons) $ 9.20 No Award �r ton for contractor installation at City of Denton job site. (1,000-1,999 tons) $ 7.15 No Award �r ton for contractor installation at City of Denton job site. (2,000-4,000 tons) $ 6.65 No Award of Products (Annual) - SOUTH DISTRICT 1 $ 2,870,100.00 & C Annual Cost $ 5,763,700.00 Ia1-D rIIZQ.1101611Y16111EVA Ay of Hot Mix Asphalt Concrete EXHIBIT 5 Respondents Name: Jagoe-Public Company Principal Place of Business (City, State): Denton, TX ection, which directly corresponds to the specifications. The contractor shall not make changes to this format. SHALL INCLUDE ALL COSTS TO DELIVER GOODS AS SPECIFIED F.O.B DESTINATION, UNLESS NOTED): Ride quality is an ;tion on this project. Ride quality will be monitored in accordance with NCTCOG Spec Item 302.9.6.8. The aightedge for use in checking the smoothness of the surface pavement at the beginiing of the asphalt vement shall not commence unless the straightedge is on the job site. The Contractor shall begin checking tem 302.9.6.8 (in the presence of the City inspector) immediately after rolling operations are completed, ass throughout the surface paving operation. Deviations in excess of 1/4" along the length of the 'rected. typically 30 days. Please indicate the additional discount extended to each monthly invoice that is paid within the time period indicated errffs Csurrt J in 15 days Estimated scription Delivery ARO Unit Price Extended Price (Days) Description ant to City of Denton destination is _3.5 miles. Respondent shall determine the ng the official Texas Highway or County map, measured by the shortest practical nsert that mileage above. In stating this mileage, the respondent shall calculate the 3.5 m the respondent's plant to the point specified using roads that are not load -zoned 40 lbs. Mileage will be subject to verification. Failure to furnish and indicate mileage ify the proposal. ephone number for messages _940-382-2581 ext # 42 940-382-2581 ext# 42 telephone # Ride quality is an ;tion on this project. Ride quality will be monitored in accordance with NCTCOG Spec Item 302.9.6.8. The aightedge for use in checking the smoothness of the surface pavement at the beginiing of the asphalt vement shall not commence unless the straightedge is on the job site. The Contractor shall begin checking tem 302.9.6.8 (in the presence of the City inspector) immediately after rolling operations are completed, ass throughout the surface paving operation. Deviations in excess of 1/4" along the length of the 'rected. typically 30 days. Please indicate the additional discount extended to each monthly invoice that is paid within the time period indicated errffs Csurrt J in 15 days DocuSign Envelope ID: 18C10623-50CD-4714-B990-DBD3C0730117 EXHMIT 19 City of Denton RFP for Supply of Hot Mix Asphalt Concrete 1111 1� 111 1 1111111iill 111 111111 111,1111 ill�illiiii 111111010 CONFLICT OF INTEREST QUESTIONNAIRE FIORM, CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176,001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a), By law this questionnaire must be filed with the records administrator of the local government entity not later than the 701 business day after the date the vendor becomes aware of facts that require the statement to be filed. Set, 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. Nance of vendor who has a business relationship with local governmental entity. Check this box if you are filing an update to a previously filed questionnaire. ([he law requires that you File an updated completed questionnaire with the appropriate filing authority not later than the 7"' business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate, _3 Narricof local government officer about whom the information in this section is being disclosed. Name 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 176.00](1 -a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is tile local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? EJ Yes F-1 No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? E] Yes El 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? El Yes = No D. Describe each employment or business and family relationship with the local government officer named in this section, 41 I have no, Conflict of Interest to disclose. Sig�natu o cmnZJr doing business with the governmental entity Date RFP 6386 - Main Document Page 19 of 20 EXHIBIT 5 Certificate Of Completion Envelope Id: 18C1062350CD4714B99ODBD3CO730117 Subject: City Council Docusign Item - 6386 - Hot Mix Asphalt - Jagoe-Public Source Envelope: Document Pages: 31 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 5/18/2017 2:33:07 PM Signer Events Cindy Alonzo cynthia.alonzo@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Bill Cheek bill.cheek@jagoepublic.com Executive Vice President Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 5/18/2017 2:45:56 PM ID:6ca5c2bf-ba09-4d3e-b67e-816e7bd5fde3 Jennifer DeCurtis jennifer.decurtis@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: Cindy Alonzo Cynthia.Alonzo@cityofdenton.com Signature Using IP Address: 129.120.6.150 E � 6c tt Using IP Address: 75.139.243.122 Eowuftned by: Using IP Address: 129.120.6.150 Status: Sent Envelope Originator: Cindy Alonzo Cynthia.Alonzo@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 5/18/2017 2:41:35 PM Viewed: 5/18/2017 2:41:46 PM Signed: 5/18/2017 2:44:04 PM Sent: 5/18/2017 2:44:06 PM Viewed: 5/18/2017 2:45:56 PM Signed: 5/18/2017 2:46:51 PM Sent: 5/18/2017 2:46:54 PM Viewed: 5/18/2017 2:49:45 PM Signed: 5/18/2017 2:50:17 PM Sent: 5/18/2017 2:50:19 PM Viewed: 5/18/2017 2:51:05 PM 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 Certified ❑eliver❑ Events Status Timestamp Caron Cop[] Events Status Timestamp Julia Winkley Sent: 5/18/2017 2:46:53 PM julia.winkley@cityofdenton.com COPIED 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 COPIED 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: 5/18/2017 2:46:53 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: Robbin Webber Robbin.Webber@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 5/18/2017 2:50:19 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: Bill Cheek, 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. 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EXHIBIT 6 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND THE LANE CONSTRUCTION CORPORATION FILE #6386 THIS CONTRACT is made and entered into this date , by and between THE LANE CONSTRUCTION CORPORATION, a corporation, whose address is 90 Fieldstone Court, Cheshire, Connecticut, 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 46386 — Simply of Hot Mix Asphalt Concrete, 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 46386 (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"); (f) Form CIQ — Conflict of Interest Questionnaire (Exhibit "F") These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." RFP 6386 DocuSign Envelope ID: F954C188-3BBA-4264-B930-382DB1870D9D EXHIBIT 6 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. SUPPLIER DOCUSigned by: ,f ' '�+. �� d. �L�.�L.L[rf' BY: _ 8&BCFC5D132A4F7.... AUTHORIZED SIGNATURE 5/19/2017 Date: Mark A. Schiller Name: Title: Sr Vice President and Asst. Secretary 703-225-7589 PHONE NUMBER MASchiller@LaneConstruct.com EMAIL ADDRESS 2017-208846 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 Docu Signed by: BY: _ 5972538AC4584BO . RFP 6386 TODD HILEMAN CITY MANAGER Date: DocuSign Envelope ID: F954C188-3BBA-4264-B930-382DB1870D9D EXHIBIT 6 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 dentonpurchasinggcityofdenton.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 The City will implement an escalation/de-escalation price adjustment annually. The escalation/de- escalation will be based upon the U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) for asphalt (WPU0510212). 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 contract 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. It is the supplier or the Cities responsibility to request a price adjustment annually in writing. If no request is made, then it will be assumed that the contract price will be in effect. The supplier must submit or make available the manufacturers pricing sheet used RFP 6386 DocuSign Envelope ID: F954C188-3BBA-4264-B930-382DB1870D9D EXHIBIT 6 to calculate the bid proposal, to participate in the escalation/de-escalation clause. Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre - price increase prices must be honored on orders dated tip to the official date of the City of Denton approval and/or cancellation. The request can be sent by e-mail to: purchasinggcityofdenton.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 total contract for Sections B and D, which supplies the PG -76-22 Hot Mix Asphalt Concrete for North and South Districts, shall not exceed $9,000,000. Pricing shall be per Exhibit E attached. 7. Delivery Lead Time and Performance Specifications a) The Supplier shall be required to meet performance specifications as follows: Twenty-four (24) hour telephone to receive messages. The City will give 12 hours notice of intent to receive and attempt to give six (6) hours notice of cancellation. b. Three (3) day response time after the Supplier is contacted by the City to provide experienced operator with laydown machine. NOTE: The following are minimums: Delivery of patching hot mix shall be at the rate of 30 tons over any 8 -hour day or 7.5 tons per hour. d. Delivery of hot mix for repaving shall be at the rate of 90 tons per hour. Delivery of hot mix for constriction shall be at the rate of 130 tons per hour. f. If the Supplier is unable to meet specifications on a daily basis due to plant failure or other delivery commitments, the City of Denton shall have the option to obtain materials from the other contracted Supplier. The Street Patching RFP 6386 DocuSign Envelope ID: F954C188-3BBA-4264-B930-382DB1870D9D EXHIBIT 6 crew needs Type D hot mix every day. g. The Supplier shall provide delivery rising the most cost effective tricking for the City of Denton for each of the three types of operations: (a) patching, (b) repaving, and (c) constriction. The average value can be obtained based on historical use and types of projects providing the performance specifications are met. b) Ride Quality Specifications Ride quality is an important component of the constriction on this project. Ride quality will be monitored in accordance with NCTCOG Spec Item 302.9.6.8. The Supplier shall provide a 16 -foot straightedge for use in checking the smoothness of the surface pavement at the beginning of the asphalt surface placement. Surface course pavement shall not commence unless the straightedge is on the job site. The Supplier shall begin checking smoothness in accordance with Spec Item 302.9.6.8 (in the presence of the City inspector) immediately after rolling operations are completed, and will continuously check smoothness throughout the surface paving operation. Deviations in excess of 1/4" along the length of the straightedge shall be immediately corrected. 8. Liquidated Damages The time of the completion of constriction of the project is of the essence of the contract. Should the Contractor neglect, refiise, or fail to complete the constriction within the time herein agreed upon, after giving effect to extensions of time, if any, herein provided, then, in that event and in view of the difficulty of estimating with exactness damages caused by such delay, the City shall have the right to deduct from and retain out of such money which may be then due or which may become due and payable to the Contractor the sum of TWO HUNDRED FIFTY DOLLARS ($250.00) per day for each and every day, including weekends, that such constriction is delayed on its completion beyond the specified time, as liquidated damages and not as a penalty; if the amount due and to become due from the City to the Contractor is insufficient to pay in full any such liquidated damages, the Contractor shall pay to the City the amount necessary to effect such payment in full: Provided, however, that the City shall promptly notify the Contractor in writing of the manner in which the amount retained, deducted or claimed as liquidated damages was computed. RFP 6386 DocuSign Envelope ID: F954C188-3BBA-4264-B930-382DB1870D9D EXHIBIT 6 Exhibit C City of Denton Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton's contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City's Procurement Department and the Supplier. No Terms and Conditions contained in the seller's proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fiully 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, riles, 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 RFP 6386 DocuSign Envelope ID: F954C188-3BBA-4264-B930-382DB1870D9D EXHIBIT 6 only when the City actually receives and accepts the deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery sinless 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 fiully 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 RFP 6386 DocuSign Envelope ID: F954C188-3BBA-4264-B930-382DB1870D9D EXHIBIT 6 the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was tinder 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 tinder 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 fiilly with all applicable federal, state, and local health, safety, and environmental laws, ordinances, riles 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 fiurnish a tax exemption certificate upon request. RFP 6386 DocuSign Envelope ID: F954C188-3BBA-4264-B930-382DB1870D9D EXHIBIT 6 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non -conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City's agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor's obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or 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 fiinds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic fiinds 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 fiinds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by RFP 6386 DocuSign Envelope ID: F954C188-3BBA-4264-B930-382DB1870D9D EXHIBIT 6 the contractor in traveling to and from City facilities whall not be reimbursed, sinless otherwise negotiated. 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close -Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor's continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City's right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of I% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City's sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor's Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in RFP 6386 DocuSign Envelope ID: F954C188-3BBA-4264-B930-382DB1870D9D EXHIBIT 6 writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY -PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY — TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. RFP 6386 DocuSign Envelope ID: F954C188-3BBA-4264-B930-382DB1870D9D EXHIBIT 6 21. WARRANTY — DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City tinder the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non -conforming deliverables, or replace the non -conforming deliverables with fully conforming deliverables, at the City's option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City's rights tinder 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 fiully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer's warranty for the benefit of the City. 22. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City's rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above RFP 6386 DocuSign Envelope ID: F954C188-3BBA-4264-B930-382DB1870D9D EXHIBIT 6 standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON -CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City's evaluation of and determination to accept such defective or non -conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non -conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party's intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faith illy 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. RFP 6386 DocuSign Envelope ID: F954C188-3BBA-4264-B930-382DB1870D9D EXHIBIT 6 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 fiirther 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, RFP 6386 DocuSign Envelope ID: F954C188-3BBA-4264-B930-382DB1870D9D EXHIBIT 6 EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage's and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor's and all subcontractors' insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers' compensation coverage written by the Texas Workers' Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The "other" insurance clause shall not apply to the City where the City is an additional RFP 6386 DocuSign Envelope ID: F954C188-3BBA-4264-B930-382DB1870D9D EXHIBIT 6 insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days' written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract. xiv. The insurance coverage's specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse affect on the Contractor's ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof, and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class 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 RFP 6386 DocuSign Envelope ID: F954C188-3BBA-4264-B930-382DB1870D9D EXHIBIT 6 to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor's breach of any of Contractor's representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co -counsel on the City's behalf. Further, Contractor agrees that the City's specifications regarding the deliverables shall in no way diminish Contractor's warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City's and/or its licensors' confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, "Confidential Information"). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall 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 RFP 6386 DocuSign Envelope ID: F954C188-3BBA-4264-B930-382DB1870D9D EXHIBIT 6 interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made -for -hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City's sole or joint ownership of any such deliverables arising by virtue of the City's sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made -for -hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made - for -hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work - made -for -hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor's obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City's prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has 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 RFP 6386 DocuSign Envelope ID: F954C188-3BBA-4264-B930-382DB1870D9D EXHIBIT 6 to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT -DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in 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, RFP 6386 DocuSign Envelope ID: F954C188-3BBA-4264-B930-382DB1870D9D EXHIBIT 6 or be construed to be, a permanent waiver of any rights or obligations tinder the Contract, or an express or implied acceptance of any other existing or fiutLure 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 subj ect matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for tip 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 tinder 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 rile or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this RFP 6386 DocuSign Envelope ID: F954C188-3BBA-4264-B930-382DB1870D9D EXHIBIT 6 Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year's Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year's Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of 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 RFP 6386 DocuSign Envelope ID: F954C188-3BBA-4264-B930-382DB1870D9D EXHIBIT 6 discriminatory employment practice. No person shall, on the grounds of race, sex, age, disability, creed, color, genetic testing, or national origin, be refiised 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 fiinded 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, phis 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 unmanufactLured 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 RFP 6386 DocuSign Envelope ID: F954C188-3BBA-4264-B930-382DB1870D9D EXHIBIT 6 respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis -Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD -2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Form W -2's to common law employees. Respondent is responsible for both federal and State unemployment insurance 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 fiirther 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 RFP 6386 DocuSign Envelope ID: F954C188-3BBA-4264-B930-382DB1870D9D EXHIBIT 6 whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON -WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the fiitLure. 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 RFP 6386 DocuSign Envelope ID: F954C188-3BBA-4264-B930-382DB1870D9D EXHIBIT 6 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 : l'itlps://www.ethics.state.tx.us/whatsnew/elf info f6rm1295.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 (c 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. RFP 6386 DocuSign Envelope ID: F954C188-3BBA-4264-B930-382DB1870D9D EXHIBIT 6 CERTIFICATE OF INTERESTED PARTIES FORM 1295 10f Complete Nos. 1- 4 and 6 it there are interested parties. --- 7 OFFICE USE ONLY Complete Nos, L, 2, 3, 5, and 6 if there are no Interested parties. CERTIFICATION OF FILING Certificate Number: I Name of business entity filing form, and the city, state and country of the business entity's place of business. 2017-208846 The Lane Construction Corporation Cheshire, CT United States Date Filed - 05/17/201 2 Narne of governmental entity or state agency that is a party to the contract for which the form is being filed, City of Denton, Texas Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. RFP #6386 Supply of Hot Mix Asphalt Concrete Nature of interest Name of Interested Party City, State, Country (place of business) (check applicable) Controlling intermediary Cole, Michael Cheshire, CT United States X Dobbs, Donald Cheshire, CT United States x Junco, Kirk Cheshire, CT United States X Alger, Robert Cheshire, CT United States, X Lane Industries incorporated Cheshire, CT United States X T 5 Check only if there is NO Interested Party. 6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct, PATRICIAA. SCALA Notary Public, State of Connecticut MY Commission Expires May 31, 2018 Signatur9tothorized agent of contracting, business, entity AFFIX NOTARY STAMP I SEAL ABOVE Sworn to and subscribed before me, by the said VP, Treasurer and Assistant Secrewj this the day of 20j_Z_, to certify which, witness my hand and seal of office. N, sjiir ature of o0cer administering oath Printed name of officer administering oath Title of officer adinfstering oath Forms provided by Texas Ethics Commission www.ethucs.state.tx.us Version V1,0.883 BAFO) Supply of Hot Mix Asphalt Concrete EXHIBIT E EXHIBIT 6 Respondents Name: The LANE Construction Corporation Principal Place of Business (City, State): Justin Texas wing section, which directly corresponds to the specifications. The contractor shall not make changes to this format. 'ING SHALL INCLUDE ALL COSTS TO DELIVER GOODS AS SPECIFIED F.O.B DESTINATION, UNLESS NOTED): act Description BAFO Unit Price BAFO Extended Price Estimated Delivery ARO (Days) oncrete (PG -64-22) - NORTH DISTRICT t Mix Asphalt Concrete (PG -64-22) Pickup at plant ity Crew patching or installation) $ 47.75 No Award t Mix Asphalt Concrete (PG -64-22) FOB Delivered $ 55.75 No Award 3 ie purpose of lowest price proposal determination, a $0.20 per mile charge will be added unit price for each mile from 901-B Texas Street, Denton, Texas 76209 to the Supplier's T ADDRESS: 11801 Harmonson Rd Justin Tx 76247 Jer per ton for contractor installation at City of Denton job site. (0-400 tons) $ 23.25 No Award 3 Jer per ton for contractor installation at City of Denton job site. (400-999 tons) $ 15.00 No Award 3 Jer per ton for contractor installation at City of Denton job site. (1,000-1,999 tons) $ 9.25 No Award 3 Jer per ton for contractor installation at City of Denton job site. (2,000-4,000 tons) $ 9.25 No Award 3 oncrete (PG -76-22) - NORTH DISTRICT t Mix Asphalt Concrete (PG -76-22) Pickup at plant ity Crew patching or installation) $ 58.00 $ 61,700.00 t Mix Asphalt Concrete (PG -76-22) FOB Delivered $ 66.00 $ 99,000.00 3 ie purpose of lowest price proposal determination, a $0.20 per mile charge will be added unit price for each mile from 901-B Texas Street, Denton, Texas 76209 to the Supplier's T ADDRESS: 11801 Harmonson Rd Justin Tx 76247 Jer per ton for contractor installation at City of Denton job site. (0-400 tons) $ 23.25 $ 44,625.00 3 Jer per ton for contractor installation at City of Denton job site. (400-999 tons) $ 15.00 $ 81,000.00 3 Jer per ton for contractor installation at City of Denton job site. (1,000-1,999 tons) $ 9.25 $ 112,875.00 3 Jer per ton for contractor installation at City of Denton job site. (2,000-4,000 tons) $ 9.25 $ 150,500.00 3 Cost of Products (Annual) - NORTH DISTRICT I $ 549,700.00 BAFO) Supply of Hot Mix Asphalt Concrete EXHIBIT 6 Respondents Name: The LANE Construction Corporation Principal Place of Business (City, State): Justin Texas wing section, which directly corresponds to the specifications. The contractor shall not make changes to this format. 'ING SHALL INCLUDE ALL COSTS TO DELIVER GOODS AS SPECIFIED F.O.B DESTINATION, UNLESS NOTED): act Description BAFO Unit Price BAFO Extended Price Estimated Delivery ARO (Days) oncrete (PG -6422) - SOUTH DISTRICT t Mix Asphalt Concrete (PG -64-22) Pickup at plant ity Crew patching or installation) $ 47.75 No Award t Mix Asphalt Concrete (PG -64-22) FOB Delivered $ 55.75 No Award 3 ie purpose of lowest price proposal determination, a $0.20 per mile charge will be added unit price for each mile from 901-B Texas Street, Denton, Texas 76209 to the Supplier's T ADDRESS: 11801 Harmonson Rd Justin Tx 76247 Jer per ton for contractor installation at City of Denton job site. (0-400 tons) $ 23.25 No Award 3 Jer per ton for contractor installation at City of Denton job site. (400-999 tons) $ 15.00 No Award 3 Jer per ton for contractor installation at City of Denton job site. (1,000-1,999 tons) $ 9.25 No Award 3 Jer per ton for contractor installation at City of Denton job site. (2,000-4,000 tons) $ 9.25 No Award 3 oncrete (PG -76-22) - SOUTH DISTRICT t Mix Asphalt Concrete (PG -76-22) Pickup at plant ity Crew patching or installation) $ 58.00 $ 61,700.00 t Mix Asphalt Concrete (PG -76-22) FOB Delivered $ 66.00 $ 990,000.00 3 ie purpose of lowest price proposal determination, a $0.20 per mile charge will be added unit price for each mile from 901-B Texas Street, Denton, Texas 76209 to the Supplier's T ADDRESS: 11801 Harmonson Rd Justin Tx 76247 Jer per ton for contractor installation at City of Denton job site. (0-400 tons) $ 23.25 $ 44,625.00 3 Jer per ton for contractor installation at City of Denton job site. (400-999 tons) $ 15.00 $ 81,000.00 3 Jer per ton for contractor installation at City of Denton job site. (1,000-1,999 tons) $ 9.25 $ 112,875.00 3 Jer per ton for contractor installation at City of Denton job site. (2,000-4,000 tons) $ 9.25 $ 150,500.00 3 Cost of Products (Annual) - SOUTH DISTRICT I $ 1,440,700.00 BAFO) Supply of Hot Mix Asphalt Concrete EXHIBIT 6 Respondents Name: The LANE Construction Corporation Principal Place of Business (City, State): Justin Texas wing section, which directly corresponds to the specifications. The contractor shall not make changes to this format. 'ING SHALL INCLUDE ALL COSTS TO DELIVER GOODS AS SPECIFIED F.O.B DESTINATION, UNLESS NOTED): Ride !nt of the construction on this project. Ride quality will be monitored in accordance with NCTCOG Spec hall provide a 16 -foot straightedge for use in checking the smoothness of the surface pavement at the 31acement. Surface course pavement shall not commence unless the straightedge is on the job site. ing smoothnessin accordance with Spec Item 302.9.6.8 (in the presence of the City inspector) ions are completed, and will continuously check smoothness throughout the surface paving operation. ig the length of the straightedge shall be immediately corrected. n are typically 30 days. Please indicate the additional discount extended to each monthly invoice that is paid within the time period :e Paid in 15 days 0.00% Estimated act Description BAFO BAFO Delivery ARO Unit Price Extended Price (Days) Description Dr's plant to City of Denton destination is _18.5_ miles. Respondent shall mine the mileage using the official Texas Highway or County map, measured by the =st practical route and insert that mileage above. In stating this mileage, the respondent 18.5 :alculate the mileage from the respondent's plant to the point specified using roads that )t load -zoned below 58,240 lbs. Mileage will be subject to verification. Failure to furnish idicate mileage will disqualify the proposal. )ur telephone number for messages 817.851.9081 817.851.9081 Ride !nt of the construction on this project. Ride quality will be monitored in accordance with NCTCOG Spec hall provide a 16 -foot straightedge for use in checking the smoothness of the surface pavement at the 31acement. Surface course pavement shall not commence unless the straightedge is on the job site. ing smoothnessin accordance with Spec Item 302.9.6.8 (in the presence of the City inspector) ions are completed, and will continuously check smoothness throughout the surface paving operation. ig the length of the straightedge shall be immediately corrected. n are typically 30 days. Please indicate the additional discount extended to each monthly invoice that is paid within the time period :e Paid in 15 days 0.00% DocuSign Envelope ID: F954C188-3BBA-4264-B930-382DB1870D9D EXHIBIT F City of Denton RFP for Supply of Hot Mix Asphalt Concrete ATTACHMENT E -CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be bled 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. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are Kling 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 71 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. 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? D Yes F-1 No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes E-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 F--] No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have C flit o terest to disclose. 5 ` Sig6ature of vendor doing business with the governmental entity Date RFP 6386 - Main Document Page 20 of 21 Certificate Of Completion Envelope Id: F954Cl883BBA4264B930382DB187OD9D Subject: City Council Docusign Item - 6386 - Hot Mix Asphalt - Lane Source Envelope: Document Pages: 31 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 5/18/2017 2:14:49 PM Signer Events Cindy Alonzo cynthia.alonzo@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Mark A. Schiller MASchiller@LaneConstruct.com Sr Vice President and Asst. Secretary Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 5/19/2017 10:05:11 AM ID:6ffaf75d-23ac-4a63-836e-3eef7c319ea7 Jennifer DeCurtis jennifer.decurtis@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 6 Holder: Cindy Alonzo Cynthia.Alonzo@cityofdenton.com Signature Using IP Address: 129.120.6.150 Owu $lgn®d 4Y A. StLyly 05a55C50132A4F7 Using IP Address: 174.204.9.12 �rowwftned by: 537253514G458409 Using IP Address: 129.120.6.150 Status: Sent Envelope Originator: Cindy Alonzo Cynthia.Alonzo@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 5/18/2017 2:23:05 PM Viewed: 5/18/2017 2:23:14 PM Signed: 5/18/2017 2:25:11 PM Sent: 5/18/2017 2:25:17 PM Viewed: 5/19/2017 10:05:11 AM Signed: 5/19/2017 10:09:00 AM Sent: 5/19/2017 10:09:08 AM Viewed: 5/19/2017 10:09:52 AM Signed: 5/19/2017 10:10:06 AM Sent: 5/19/2017 10:10:12 AM Viewed: 5/19/2017 10:56:49 AM EXHIBIT 6 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: 5/19/2017 10:09:06 AM julia.winkley@cityofdenton.com COPIED 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 COPIED 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: 5/19/2017 10:09:06 AM EXHIBIT 6 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: Robbin Webber Robbin.Webber@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 5/19/2017 10:10:12 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: Mark A. Schiller, Todd Hileman, Robin Fox EXHIBIT 6 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com DEWON File #: ID 17-532, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Denton Municipal Electric CM/ ACM: Todd Hileman, City Manager Date: May 23, 2017 SUBJECT Hold a public hearing and consider approval of a resolution regarding the proposed site for construction, expansion, and use of an electric power transmission line generally located in an area bounded by Bernard Street (western boundary), Eagle Drive (northern boundary), S Locust Street and W Collins St. (eastern boundary), and W Collins Street (southern boundary) lying within the City of Denton, Denton County, Texas; as part of Denton Municipal Electric's service territory. [Eagle to Locust Transmission Line] BACKGROUND The Denton Municipal Electric (DME) Capital Improvement Program includes a project to reconstruct its electric transmission system. Its current capacity is inadequate for expected future load. The need for a transmission line in the vicinity of the above described area (EX 1) in the City of Denton, Texas, has been identified and shared with closely impacted landowner representatives. DME held an Open House on 3/23/2017 to discuss the proposed transmission routes with residents and landowners. The Public Utilities Board held a Public Hearing on the project on 4/24/2017, and voted 6-0 to recommend the blue route. OPTIONS 1. Approve the option presented. 2. Do not approve of a site option and direct that other actions be taken. 3. Table the discussion. 4. Postpone action for another meeting. RECOMMENDATION Based upon information received during Open House meetings and discussions with land owners, preliminary site studies, DME recommends that the Blue Transmission Line Route (EX 1) be selected in accordance with the Public Utilities Board Public Hearing determination on April 24�h. PRIOR ACTION/REVIEW (Council, Boards, Commissions) • Options presented in closed session to PUB on January 23, 2017 • Options presented to City Council on February 7, 2017 • Open house meeting for the public was held on March 23, 2017 City of Denton Page 1 of 2 Printed on 5/19/2017 powered by I-eg;gl;>karI File #: ID 17-532, Version: 1 Public Hearing was held at the Public Utilities Board meeting on April 24, 2017, at which time the PUB recommended the existing blue route option. (6-0 vote) 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 I. Eagle to Locust TM Line Options Map 2. DME Transmission Line Locations 3. Resolution 4. Presentation Respectfully submitted: Phil Williams General Manager Prepared by: Elizabeth Bell Denton Municipal Electric City of Denton Page 2 of 2 Printed on 5/19/2017 powered by I._ag;gl;>karI C C k O Q � L n O a0 g N r � y O T..0 C � U✓Oi ami C � O d NNN iiiiiiww.iiiinwwreo�w,wiw,iw,w,w..nww�. wu iw,iw, O""�,w�N � d NNNH�NNNN NNN iw, iw,i y S C � � •V _ rvwnwuu � �� C '" ,{ y, .,�° uuuuuummnuuuu,�uuuuuuuuuuuuuuum.......W � � .c. O f � 0 wa Li R C y F ° o i 'r,(x7ir KJ✓--�-,,Yl,dl,d!„l! !✓✓t✓r„uttrt �....... ,• F�- G 8= x i tp U� � � s �s 3 M� ti C L O C N tli 1 C v O y� •1�1 a � ,y cR. O W R U C V � C j ,B O O� LZ '� y �O S. -1 � •m m O �' Y n d O o o �, " r'". O O O o m al CR. Z � G � 0. �l FC 7r' � 0. 'z ✓ai F � J U ".>: C C k O Q � L n O a0 g N r � y O T..0 C � U✓Oi ami C � O d NNN iiiiiiww.iiiinwwreo�w,wiw,iw,w,w..nww�. wu iw,iw, O""�,w�N � d NNNH�NNNN NNN iw, iw,i y S C � � •V _ rvwnwuu � �� C '" ,{ y, .,�° uuuuuummnuuuu,�uuuuuuuuuuuuuuum.......W � � .c. O f � 0 wa Li R C y F ° o i 'r,(x7ir KJ✓--�-,,Yl,dl,d!„l! !✓✓t✓r„uttrt �....... ,• F�- G 8= x i tp U� � � s �s 3 M� ti C L O C 5:\legal\Our Documents\Real Estate\DME\Eagle to Locust\Eagle to Locust TM Route Resolution.docx RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS REGARDING THE PROPOSED SITE FOR THE CONSTRUCTION, EXPANSION AND USE OF AN ELECTRIC POWER TRANSMISSION/DISTRIBUTION LINE GENERALLY ROUTED SOUTH ON BERNARD STREET SOUTH OF EAGLE DRIVE AND THEN HEADED EAST ON W. COLLINS STREET TO THE LOCUST SUBSTATION EAST OF S. CARROLL BOULEVARD, IN THE CITY OF DENTON, DENTON COUNTY, TEXAS, AND PART OF DENTON MUNICIPAL ELECTRIC'S SERVICE TERRITORY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Denton Municipal Electric ("DME"), the City of Denton's electric department, has previously announced that in order to serve future load and needs of its customers the necessity exists for the construction, expansion and use of an electric power transmission line (the "Eagle to Locust Transmission Line"), routed generally south on Bernard Street south of Eagle Drive, then east on W. Collins Street to the Locust Substation east of S. Carroll Boulevard, in the City of Denton, Denton County, Texas (also referred to below as the "Blue Route"), and the same being located in the certificated service territory of DME; and WHEREAS, DME has diligently examined a number of possible routes in the west part of the City, in order to determine an appropriate site for the construction, expansion and use of the Eagle to Locust Transmission Line; and it has considered the impact on homeowners, any displacement of residents, the cost of easements, transmission and distribution line construction costs, engineering factors, and other relevant factors to the extent reasonably possible; and WHEREAS, DME staff then conducted an open house (March 23, 2017), with advanced notices being mailed to landowners who own property within five -hundred (500) feet of the potential substation sites, in order to inform the public regarding the routes for the proposed construction, expansion and use of the Eagle to Locust Transmission Line, and receive public input on the same; and WHEREAS, the PUB, after considering any and all public comment and the recommendations of DME staff, recommended to City Council by a vote of 6-0 that the "Blue Route" be selected as the site for the location and construction of the Eagle to Locust Transmission Line; and WHEREAS, after the open houses, the City Council, during a regularly scheduled open meeting, on May 23, 2017, held a public hearing to allow further public input before making a decision for location of the construction of the Eagle to Locust Transmission Line; and WHEREAS, the City Council, after considering all of the facts, circumstances and the recommendation of the PUB, is of the opinion, and the City Council finds, that the "Blue Route," routed generally south on Bernard Street south of Eagle Drive, then east on W. Collins Street to the Locust Substation east of S. Carroll Boulevard, in the City of Denton, Denton County, Texas, is a feasible route option for the location and construction of the Eagle to Locust Transmission Line; NOW, THEREFORE THE COUNCIL OF TI --IE CITY OF DENTON RESOLVES: SECTION 1. The City Council approves the "Blue Route," routed generally south on Bernard Street south of Eagle Drive, then east on W. Collins Street to the Locust Substation east of S. Carroll Boulevard, in the City of Denton, Denton County, Texas, and depicted on the attached site map marked as Exhibit "1", as the site for the location and construction of Denton Municipal Electric's Eagle to Locust Transmission Line and accordingly directs DME to acquire the property rights to the route so designated, in substantial compliance with what is depicted on the attached map. SECTION 2. The recitals set forth in the preamble to this resolution are incorporated in, and are made a part of this resolution for all purposes. SECTION 3. This resolution shall take effect immediately from and after its adoption. PASSED AND APPROVED this the day of 12017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY By: 'm U U LU J W s ui Lli e , �> $¥ � Cb $a � ` $ $l /$ wo m Wow E �0 2 { ti J K� � � g � w� uj 4 � � AQI « �\ Oj «� � 0�0 »a � « S / S / S y S / S y z « « m m m m w w s e»eba& m_ X LU 4 "'Am's, purr r�r / ryl 'D r r', r on - 7 sd7 ✓r r rrl i //rp 3 rii I M �r r!lrc y �+Y r �f �Ila �� fI//o �� Ar'. ' /Gi'i`i r /i"% ifl / rJfi✓ / /1/ // /�' � w /rr r OEM'� r a; ? //�y r ��� /�✓ s .� � Wer umd / � � i� h/ 11 t l` ,�,� �/ s;; ill � w on it r ��� ,iii✓ k r i r �ior mx mx �<, '-. N N N N 0 N O �j O ui .�+ r� rl Ln N 4- N � N p 0) LIJ p QJ • O Ol 00rl Ol m N rl : (If1R1R1R1R1Rl Mn VNlil �II� L T� 3 4-J O O dA 00 O 4W `4 cV r4 dam' ...Ln O O 0 M h W Lli N i N a) N � V O c 0 44- 0 E E v EOv 4-J� cn c O v z v v o°c on'' m 0 �,N N U N E J 3 O N 0 V -o i cc G 0 4J a -J N Q QJ -0 F- 4- W 4-- O a -J (n E 0 O 0 O N v O +-' bn -C C6 W v 5 N On4-J Z J J 3 _ �f1R1R1R1R1Rl cn z City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEWON File #: ID 17-570, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Department of Development Services CM: Todd Hileman Date: May 23, 2017 SUBJECT Hold a public hearing inviting citizens to comment on the City of Denton's 2017 Action Plan for Housing and Community Development. BACKGROUND The City of Denton prepares an Action Plan for submission to the US Department of Housing and Urban Development (HUD) annually, which serves as the City's application for the Community Development Block Grant (CDBG) and Home Investment Partnerships (HOME) programs. The required 30 -day comment period, and advertisement of the opportunities to review the Action Plan, allows residents to comment on proposed activities and funding levels. The 2017 Action Plan comment period is May I" through May 30'h. The comment period was advertised in the Denton Record -Chronicle, on the City's website and in the Community Development newsletter. Copies of the plan are currently available for citizen review in the Community Development Division office in City Hall East, 601 E. Hickory Ste B, and on the City's website. The 2017 Action Plan includes activities recommended for funding by the Community Development Advisory Committee (CDAC) and the Human Services Advisory Committee (HSAC). It also includes CDBG and HOME administration funding. Minutes from the CDAC and HSAC meetings are attached to the document. OPTIONS N/A RECOMMENDATION N/A ESTIMATED SCHEDULE OF PROJECT Public comment period CDAC & HSAC presentation to City Council Public Hearing Action Plan approval May 1 - May 30, 2017 May 16, 2017 May 16, 2017 June 6, 2017 City of Denton Page 1 of 3 Printed on 5/19/2017 powered by I._eggl;>karI File #: ID 17-570, Version: 1 Submission of Action Plan to HUD June 15, 2017 HUD release of funds & program initiation August 1, 2017 PRIOR ACTION/REVIEW (Council, Boards, Commissions) The Community Development Advisory Committee (CDAC) reviewed requests for housing and infrastructure improvements. The CDAC developed recommendations for $995,582 in funding to be allocated to various projects and programs. The Human Services Advisory Committee (HSAC) reviewed requests for social services program funding. HSAC developed recommendations for use of both CDBG funds and City general fund dollars. Though the list of general fund recommendations is included in the 2017 Action Plan, the approval of the Plan does not include approval of those recommendations. General fund recommendations will be considered during the normal budgeting cycle. HSAC recommended that $131,945 in CDBG funding be awarded to various social service programs. FISCAL INFORMATION All projects and programs approved under the 2017 Action Plan are funded with CDBG and HOME funds and program income from the use of these funds. No general fund dollars are included in the proposed Action Plan activities. However, some general funds are used for program administration. BID INFORMATION N/A STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Safe, Liveable & Family -Friendly Community Related Goal: 4.2 Seek clean and healthy neighborhoods in Denton EXHIBITS Exhibit 1 - Draft 2017-18 Action Plan for Housing and Community Development Respectfully submitted: Munal Mauladad Director of Development Services Prepared by: City of Denton Page 2 of 3 Printed on 5/19/2017 powered by I._ag;gl;>karI File #: ID 17-570, Version: 1 Barbara Ross Community Development Manager City of Denton Page 3 of 3 Printed on 5/19/2017 powered by I._ag;gl;>karI Exhibit City of Denton°��' '� Community Development Division DENTON DRAFT 2017/18 Action Plan 3rd year of the 2015/19 Consolidated Plan (August 1, 2017 through July 31, 2018) ... for housing and community development 1 OMB Control No: 2506-0117 (exp. 07/31/2015) 2017/18 ACTION PLAN PREPARED BY: City of Denton Community Development Division 601 E. Hickory, Suite B Denton, Texas 76205 Main Phone Number: (940) 349-7726 Email: community.development@citvofdenton.com Website: www.citVofdenton.com CITY COUNCIL APPROVAL: ➢ Presented on May 23, 2017 ➢ Considered for Approval on June 6, 2017 HUD APPROVAL ➢ To be Submitted on June 15, 2017 ➢ Approval on TBD 2 OMB Control No: 2506-0117 (exp. 07/31/2015) Executive Summary AP -05 Executive Summary - 24 CFR 91.200(c), 91.220(b) 1. Introduction This document serves as the City of Denton's 2017 Action Plan for the Community Development Block Grant (CDBG) and HOME Investment Partnership (HOME) Programs. In accordance with 24 CFR Part 91.220 of Title I of the Housing and Community Development Act of 1974, as amended, the City of Denton is required to submit a One -Year Action Plan to the U.S. Department of Housing and Urban Development. The plan outlines the specific projects and services that will be funded during the 2017 program year to address Denton's strategies stated in the 2015-2019 Consolidated Plan for Housing and Community Development. The City of Denton is currently an entitlement city for the Community Development Block Grant (CDBG) and a participating jurisdiction for the HOME Investment Partnership (HOME) Programs. SF -424 applications for CDBG and HOME are available as in the appendix section. The City of Denton's estimated total federal and program income funding for 2017 is $1,347,462 (includes $35,740 of Reprogrammed Funds). Please note that the table below shows the federal funding available from the U.S. Department of HUD for the 2017/18 program year and the proposed amount from the City of Denton General Funds. Though the list of general fund recommendations is included in the Action Plan, the approval of the Plan does not include approval of those recommendations. General fund recommendations will be considered during the normal budgeting cycle and consider for approval in September 2017. A total of 83.68% of all CDBG and HOME funds has been allocated to low and moderate income activities. This is due to funds allocated to administration. Funding Available CDBG Funds HOME Funds General Funds Total Funds Annual HUD Grant Allocation $879,638 $348,084 $631,707 $1,859,429 Annual Estimated Program Income $8,000 $76,000 $0 $84,000 Prior -Year Reallocated Funds $35,740 $ $0 $35,740 Total $923,378 $424,084 $631,707 $1,979,169 Table 1— 2017/18 Funding Summary 2. Summarize the objectives and outcomes identified in the Plan This could be a restatement of items or a table listed elsewhere in the plan or a reference to another location. It may also contain any essential items from the housing and homeless needs assessment, the housing market analysis or the strategic plan. OMB Control No: 2506-0117 (exp. 07/31/2015) Below are the objectives and outcomes identified in the City of Denton's 2015-2019 Consolidated Plan for Housing and Community Development: 1. Decent Housing • Encourage homeownership by providing down payment and closing assistance to 30 low and moderate income households. • Maintain 235 existing affordable housing units for low and moderate income households including reconstruction, substantial rehabilitation and minor repairs for single-family housing units. • Encourage and maintain 32 affordable rental units including rehabilitation of substandard units and rehabilitation of multi -family units. 2. Suitable Living Environment • Provision of public facility and infrastructure improvements to benefit 10,000 people. • Provision of public services such as health and mental care, affordable day care, after school programs, senior services, transitional housing, programs for victims of domestic violence, disabled services, and advocacy services to benefit 2800 people. • Provision of homeless assistance activities for 6500 homeless persons especially extremely low income or those with no income, persons with physical and mental disabilities including temporary shelter, food and clothing to chronically homeless and those that have recently become homeless. 3. Evaluation of past performance This is an evaluation of past performance that helped lead the grantee to choose its goals or projects. The City's activities to meet the goals in the 2015-2019 Consolidated Plan are reported annually in the Consolidated Annual Performance and Evaluation Report (CAPER). Over the past several years, the City of Denton has focused on housing, public services and various public and non-profit facility improvements. Below is information on the number of households or persons served through the Community Development Block Grant and the Home Investment Partnerships Program from the 2015- 16 CAPER. The public services assistance numbers reflect the total number of persons served by the agencies receiving CDBG and General Fund support. The 2015/16 program year was the first year of Denton's 2015-19 Consolidated Plan for Housing and Community Development. Staff efforts throughout the year focused on housing, public services activities with an emphasis on homeless assistance and public facility improvements. Below is a 4 OMB Control No: 2506-0117 (exp. 07/31/2015) discussion of program year accomplishments: ➢ Affordable Rental Units: The Denton Affordable Housing Corporation completed the rehabilitation of one rental project. The agency is in the process of rehabilitating a six-plex rental project on Bolivar Street. Also, improvements to Fairoaks Senior Housing Project were completed during the 2016/17 program year. The Fairoaks Senior Housing Complex is a 41 -unit senior complex. ➢ Homeless Assistance: Funding was provided to Denton County Friends of the Family to meet the Homeless Assistance annual goal of 400. The agency provided assistance to a total of 303 people during the program year. ➢ Homeownership Assistance/Education: 2013 CDBG funding and HOME funds were available during the 2015 program year to assist a total of 8 households with homeownership assistance and minor repairs to their homes. Homeownership assistance numbers are lower than projected. Although interest rates have remained low, many buyers are having difficulty qualifying for mortgage loans due to increased lending standards and changes in loan guidelines (e.g. increased upfront and monthly MIP fee). Also, the availability of housing is at a historical low and prices making the situation a serious seller's market. This situation has made it extremely difficult for first-time homebuyer. Homes costing approximately $150,000 are extremely difficult to find. ➢ Housing Rehabilitation: CDBG and HOME funding was available to meet the Housing Rehabilitation goal of 47. The Minor Repair Program and Home Improvement Program assisted 34 households - 3 with home improvements and 31 with minor repairs. Increases in construction costs and the building permit process affected the number of accomplishments. ➢ Public Facilities and Infrastructure Improvements: Funding was available to meet the Public Facilities annual goal of 2,000 people. Projects will be completed during the 2016 program year. 2014 funding was available during the program year to complete the Fred Moore Day School Project and assist a total of 281 children. ➢ Public Services: Funding was available to meet the public services annual goal of 1173 people. The Denton City County Day School, Health Services of North Texas, Summer Camp and SPAN, Inc. provided assistance to 695 people. Most of the agencies were able to meet their 2015 goal. During the 2015/16 program year, the City of Denton also received General Funds and Emergency Solutions Grant through the State of Texas. Below are additional accomplishments during the 2015-16 program year by goals: • Public Services Accomplishments with General Fund dollars - An additional 2341 people were assisted • Homeless Assistance with General Fund and ESG funds - An additional 1844 people were assisted. • Homeless Prevention with General Fund and ESG funds - An additional 364 were assisted. 5 OMB Control No: 2506-0117 (exp. 07/31/2015) 4. Summary of Citizen Participation Process and consultation process Summary from citizen participation section of plan. To ensure citizen participation in the 2017/18 Action Plan process including the substantial amendment to the 2015 and 2016 Action Plans, the city followed its Citizen Participation Plan at all stages of the plan and amendments. A public hearing was held November 3, 2016. Spanish translations were provided at the public hearing. The public hearing updated citizens on the status of current programs and activities and asked the citizens how they felt the 2017 funds should be spent. The public hearing was held within a low and moderate -income neighborhood. Information on the public hearing was included in the Community Development Quarterly Newsletter. The Community Development Quarterly Newsletter was mailed or e-mailed to neighborhood associations; recreation centers and libraries; service agencies and beneficiaries; city council, Human Services Advisory Committee (HSAC) and Community Development Advisory Committee (CDAC) members; churches; applicants; contractors; participating lenders and realtors; employees; citizens who attended previous public hearings; and interested citizens. The newsletter which is in Spanish and English is available for pickup or viewing at all recreation centers, libraries, and the City of Denton's website. A notice was also placed in the Denton Record -Chronicle. Community Development staff also attended the Denia Neighborhood meeting on October 24, 2016. At the neighborhood meeting, staff updated residents on the status of current programs and activities, reviewed eligible activities, funding available for 2017 program year and requested comments from residents on how the federal funds should be spent. After the Action Plan was drafted, advertisements were placed in the Denton Record -Chronicle summarizing the plan and announcing to the public where the Action Plan would be available for review, and the process for submitting comments to the City of Denton. The draft Action Plan was available at the Community Development Department and on the City of Denton's web page. The advertisements also included information on the upcoming public hearing. All comments received from the public were addressed before submitting the plan to the U.S. Department of Housing and Urban Development. To ensure citizen participation at all stages of the 2016 Action Plan process, a public hearing was scheduled on May 23, 2017 during a City Council Meeting to give citizens the opportunity to comment on the 2017/18 proposed projects and activities. 5. Summary of public comments This could be a brief narrative summary or reference an attached document from the Citizen Participation section of the Con Plan. Below is a list of comments received at the public hearings on November 3, 2016 and May 23, 2017 and the Neighborhood Meeting on October 23, 2016: OMB Control No: 2506-0117 (exp. 07/31/2015) • Repair the dilapidated sidewalks on McCormick Streets from Willowwood to Parvin. Sidewalks are located on both sides of McCormick. They also indicated that the sidewalks are not ADA accessible and are not safe for the kids that use the sidewalks to access Borman Elementary. • Shelter for the homeless. Street repair on Bradshaw St. Maintenance of the creek in Fred Moore Park. • Afterschool and mentoring programs. • 701 Elm St, the building of a bar garden should not be allowed next to a fitness center and should not be allowed to pass inspection and be granted a building permit. • Fred Moore Park Creek Improvements, bricks pile up; • Repave and re -level Bradshaw Street; • Housing programs; • Sidewalks on Bradshaw; • Repave Hinkle; • Repave Maple. Below is a list of comments received during the 30 -day comment period for the 2017 Action Plan: • This section will include the list of comments received during the 30 -day comment period. 6. Summary of comments or views not accepted and the reasons for not accepting them Public comments were reviewed with the Community Development Advisory Committee and considered in the development of the 2017 Action Plan. Public comments were also forwarded to City departments. 7. Summary The Action Plan was developed by requesting public input regarding the use of federal funds. Funding applications were available in November and December 2016. Application training was provided by Community Development Staff on both community development and human services applications. The Community Development Advisory Committee and the Human Services Advisory Committee reviewed applications and held funding hearings in February and March 2016. Each committee developed a set of funding recommendations. The 2017 Action Plan was developed based on the CDAC and HSAC recommendations. 7 OMB Control No: 2506-0117 (exp. 07/31/2015) O O N r -I Ql H G1 �U G1 dA Q Qi .N 0 C H co W G1 J N O a V-1 V c c � 0 0 co > '> a o 0 4a � C C Gl N N Q Q O O CL N N N N E E O O U U a� E Z Z Z O O Z Z LU w Gl O v L QO co CO L L E a a (7 w pO U 2 .� 0 U 2 w O i AP -10 Consultation — 91.100, 91.200(b), 91.215(1) Introduction The City of Denton utilizes a variety of methods to encourage on-going participation from residents, social service providers, and community development organizations. The participation process for the Consolidated Plan included public hearings, public comment period; a community survey for citizens and non-profit agencies, participating in coalitions and committees, consultation with various city departments; and consultation with housing providers. Provide a concise summary of the jurisdiction's activities to enhance coordination between public and assisted housing providers and private and governmental health, mental health and service agencies (91.215(1)) The City of Denton's Community Development Division coordinates the citizen consultation process for the five-year Consolidated Plan and each annual Action Plan. The Citizen Participation Plan (CPP), as approved by City Council, sets forth the City's policies and procedures for citizen input and participation in the grant process. After approval, copies of the Consolidated Plan and the Action Plan are published and made available at three to four city locations and the City's website. At least two of these locations are located in low to moderate -income neighborhoods. The CPP also describes the process affording citizens and organizations the opportunity to provide the City with information on housing and community development needs, as part of the preparation of the Consolidated Plan and Action Plans. Additionally, the City conducts at least two public hearings during the development process before the Consolidated Plan and the Action Plan are published. An additional public hearing takes place during the 30 -day comment period in order to obtain citizen's views and to respond to comments and questions. This final public hearing is held in conjunction with a scheduled City Council meeting. The City also sends notifications to various State agencies, local neighborhood groups, city departments, and service organizations as part of the consultation process. The City of Denton has a very strong network of service providers including those providing housing, education, health care and other needed services. Over the past four years, the United Way of Denton County, the City of Denton, the Denton Independent School District and other organizations have joined together to review and discuss the provision of services in the Denton area in an attempt to maximize the benefits derived from available resources. Below is a list of the committees that have been developed to assist in improving the coordination of services: • Denton County Homeless Coalition • Homeless Leadership Team, collective impact project • Behavioral Health Leadership Team, a collective impact project • Community Health Council • Denton Hunger Coalition • Early Childhood Coalition serving the North Texas Region • United Way's Community Needs Assessment Committee OMB Control No: 2506-0117 (exp. 07/31/2015) Describe coordination with the Continuum of Care and efforts to address the needs of homeless persons (particularly chronically homeless individuals and families, families with children, veterans, and unaccompanied youth) and persons at risk of homelessness. The City of Denton in Denton County is a part of the Texas Balance State Continuum of Care (CoC) operated by the Texas Homeless Network (THN). In collaboration with our local homeless coalition, the Denton County Homeless Coalition (DCHC), the CoC sets priorities for housing and supportive services to address the needs of homeless persons (particularly chronically homeless individuals and families, families with children, veterans, and unaccompanied youth) and persons at risk of homelessness. As an active participant in the DCHC and CoC, the City of Denton is working in collaboration and in support of these priorities. Coordination with the CoC offers expanded access to funding, quality collaborative tools, and greater knowledge resources. Collaboration includes improved data collection and better management of available resources by improving the Homeless Management Information System (HMIS) collections and increasing the number of contributors to HMIS locally. CoC collaboration improves the relevance of data collected through the annual Point -in -Time (PIT) homeless count. Lastly, CoC collaboration has led to the implementation of a Coordinated Entry System (CE) as a part of a larger, developing community housing crisis response system. In addition to local federal CoC funds, Emergency Solutions Grant (ESG) are used locally to provide persons experiencing homelessness with housing and supportive services for housing stability. The City of Denton, as lead agency in the Denton County ESG partnership collaborative, works to ensure funds for supportive housing programs are in alignment with CoC priorities and that the programs address the needs so persons experiencing homelessness can transition out of homelessness into housing and those at -risk of homelessness are prevented from becoming homeless. CoC and local data are vital to the effort to identify and address those housing needs. Based on our community data from HMIS analysis, CE, and the annual PIT Count, those experiencing homelessness in Denton County include sheltered and unsheltered homeless; chronically homeless both in shelter and those living in places not fit for human habitation who are in need of housing services; families and individuals who are fleeing domestic violence or at risk of homelessness due to imminent danger; and low-income, at - risk Individuals and families at imminent risk of eviction who otherwise would be homeless without assistance. Our prioritized populations are veterans, chronically homeless, victims of domestic violence, and persons experiencing mental health crisis who are homeless. Describe consultation with the Continuum(s) of Care that serves the jurisdiction's area in determining how to allocate ESG funds, develop performance standards for and evaluate outcomes of projects and activities assisted by ESG funds, and develop funding, policies and procedures for the operation and administration of HMIS This section is not applicable since Denton does not receive ESG funds from HUD as an annual entitlement. 10 OMB Control No: 2506-0117 (exp. 07/31/2015) q k s 0 k / / § 2 ¥ \ § ) E ( G / \ - / \ / / / / \ § .\ / E E § / ƒ / / [ \ // / � G \ E ƒ @ S[ E /§ / (U\U / 2 CL / / ) S C 3 %k ° 4-5 's @ % E e # ') 7 7 ° _ / ± -r- ± / / '0 ƒ [ (U e 2 2 % 0 & % 'E 2 ± $ # [ % t E / E \ / • & _ R = E \ & I ( / / S / t E /$ e\ w§ u/ e ƒ e / & / ƒ S 7 : — R $ ƒ 2 > E .e ' ° u / = e \ w / f ° / \ § C � § § j @ = m ' e / 2 / — ƒ � 3 ƒ 0 e 2 41 ._ 5 \ ± 3 ) ƒ ƒ \ o U ƒ C \ '( � ( \ / / / ƒ � / 0 / \ E § ± $ m ƒ ./ e e $ o e o%/ o ƒ $ E m: e = t ¥> z t $ \ » e % E § e z E ._ \ \ / m/ 3 0\ 2\¥$ E 3 /§ E U 2 § U — e e• _ •- E 2 E / e e& E / t u I / ƒ / \ o d / 2 ƒ / / S / ± 0 0 % % c 0 � c 0 � 0 $ - � $ / E % E m c o cc o c � � 0 0 0 � � 0 0 / O CL � 0 O 0 � 4 0 k 0 k / k 9 / )C C 91 CL CL 2 E % % tok � % % tok % % « \ « \ \ % 2 % 2 2 o o 0 0 41 R§ R§ � � 2 2 O O 2 2 O O . 0. 9 9 c. 0 0 c 2' 2 2 g g b- 2 2 0%-4� 2 2 G G'41$\ G G41 '$\ G G £ £ 5 S o 5 S o E/£% w E E ¢¢ R u m 3� ¢¢ R v m 3� ¢¢ e � m q CO O C v E L= N > w O � •C � � Q L L 0 S N CA V� Q C E L U� E 41C Q C OL 'p O C L U -0 ._ C N '� ++ � O 3 C �; f° O E >N 41 v O Q v fB N C CSA E v s p > 4- to U s x 'L v v v O C O v H C f° = c s o (u ami v u v 30 v 3 w m E p > v O m. w> U 4; +� +� � L n v N L v Q •� v Z C p O N S O E s m +' p Q O Ln O N C U QLn i 41 N O +� S S E O N _� N bn 41 > +' O �U Q U O (0 0 (U 41 O U L (U0 U - 41 { -r- � O i 2 N CO p C L N z N O L -0 � L +� 4- C a) {n0 Q0 -0 }' ' +� U ii CO0 N O N C -C U (0 O N U z 'O 00 z � = U Vf Vf Z Z S CA - f0 O O N 41 E V CLn N N N N n n n n +� O L p O C p n v (0 V +� N Z 4 +C' v E� 41 = p 41 C N Z Z O N f0 Q S a � 70 L >` C O U OL U N Ln LnC C C w 'O > O C +� C > O n N n N n N n N -p L C 41 — S O N N C O O C C C N N � p p U NC NC NNC 0 U +� Ln N U U C O CN C C C C U •U ,u f0 CEC C ,� C V O O O O L U p su L N U H V O 2 2 2 2 L d U Q U d 4O O 0 O 0 O N � 4� N � 4� N � 4� O i O i O i 4� 4� +�+ O0 C O C O O O \ 0 \ 0 \ 0 ami 3 � 'a ami 3 4� 'a Q of O m Q. 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L Li- N C N O O L n N O L 4p C S f0 L S N O S 41 L U 'O C C U in ' n co C +� C N -+ co co N N N ,� Q N O > 0 co > > ; O C C O0 C p C > s C O N O O co O N o O 'a O O O +� O a a Q .� X v a a Q = co G L Q S C w v S o Q C w s S d 3 s Ln E O O E O E O O O m m m C m m m O O Gl O O Gl O O w O O w O O w O O w C7 C7 O C7 C7 O C7 C7 O C7 C7 O C7 C7 O C7 C7 O ri N M Ln l0 N N AP -35 Projects — 91.220(d) Introduction The City of Denton is currently a Community Development Block Grant (CDBG) entitlement and a participating jurisdiction for the HOME Investment Partnership (HOME) Programs. SF -424 applications for CDBG and HOME are available in the appendix section. The City of Denton's estimated total federal funds and program income funding for 2017/18 is $1,347,462 and includes $35,740 in reprogrammed funds from prior year funds. Besides the federal funds, the City of Denton is also leveraging an additional $730,463 in local funds from the City of Denton General Funds. Please note that the table below shows the federal funding available from the U.S. Department of HUD for the 2017/18 program year. Below is the list of projects that are recommended to be funded with General Funds for the 2017/18 fiscal year: Agency Description Amount Goal Outcomes CASA of Denton Co. Court Advocacy $20,000 Public Services 181 persons Communities in Schools Dropout Prevention $21,200 Public Services 540 persons Denton Christian Preschool Childhood education $26,000 Public Services 90 persons Denton Community Health Clinic Behavioral Health $20,000 Public Services 50 persons Denton Community Health Clinic Care Coordination $5,000 Public Services 200 persons Denton Community Health Clinic Diabetes Eye Exam $5,000 Public Services 159 persons Denton County MHMR Ctr. HCS -Residential Care $15,000 Public Services 32 persons Fred Moore Nursery School Childhood Education $48,000 Public Services 328 persons Giving HOPE, Inc. Transitional Housing $26,500 Homeless Assistance 58 persons Health Services of North Texas Indigent Primary Care $45,000 Public Services 4733 persons Interfaith Ministries Rent/Shelter Assistance $5,000 Homeless Prevention 150 persons Monsignor King Homeless Ctr, Outreach Center $20,000 Homeless Assistance 275 persons RSVP: Serving Denton Co. VISTA Program $12,500 Public Services 29 persons RSVP: Serving Denton Co. Volunteers $5,000 Public Services 300 persons Special Programs for Aging Needs Congregate/delivered meals $10,155 Public Services 370 persons Youth and Family Counseling Counseling $5,000 Public Services 245 persons Homeless Leadership Team Coordinated Entry/HMIS $18,000 N/A N/A 23 OMB Control No: 2506-0117 (exp. 07/31/2015) General fund recommendations will be considered during the normal budgeting cycle and consider for approval in September 2017. A total of 83.68% of all CDBG and HOME funds have been allocated to low and moderate income activities not including administration. # Project Name 1 City of Denton - Parks and Recreation 2 Community Development Administration 3 DAHC Affordable Housing Opportunity Program 4 Denton City County Day School 5 Denton County Friends of the Family 6 Fairoaks Senior Housing Complex Improvements 7 Habitat for Humanity Housing Project 8 Home Improvement Program 9 Homebuyer Assistance Program 10 Infill New Construction Program 11 Minor Repair Program 12 Salvation Army of Denton 13 Special Programs for Aging Needs Table 9 — Project Information Describe the reasons for allocation priorities and any obstacles to addressing underserved needs The City of Denton's CDBG and HOME allocations have not been sufficient to allow for the funding of large or extensive housing, economic development or public works projects. Geographic standards do not apply to city-wide programs such as Minor Repair, Homebuyer Assistance, Home Improvement Program, Infill New Construction Program, Habitat for Humanity and public services programs. The small amount of funds available, and continued reductions for the past several years has limited the use of funds. Public facility and public improvement projects have been completed in residential areas meeting HUD's low to moderate -income standards, generally near the city's core. Housing assistance investments, including the Minor Repair, Home Improvement, Infill New Construction Program and Homebuyers Assistance programs are based on a first-come, first-served basis and there are no specific geographic areas. However, the Home Improvement program does set forth some specific guidelines regarding the age of the housing. Regardless of the area income, housing units that were built 20 years ago or less, are not eligible for Home Improvement Program assistance and units that were built 15 years ago or less are not eligible for the Minor Repair Program. These 24 OMB Control No: 2506-0117 (exp. 07/31/2015) requirements support the use of funds in older neighborhoods. All investments in public facilities and/or public improvements are based on requests received from residents of the low to moderate -income block groups and other areas of the city. After a request has been made, City staff will assess the need for the improvement and the project cost. The City staff evaluation will determine which requests are in a "high" needs category, are an appropriate use of CDBG funds, and are projects with costs that can be covered under the CDBG allocation. Denton Affordable Housing Corporation (DAHC), the only certified Community Housing Development Organization (CHDO) currently serving Denton, generally purchases rental units and homebuyer units in low to moderate income areas due to the cost of units in higher income areas. However, in some instances, housing units that have been foreclosed upon in higher income areas may also be purchased. DAHC units are renovated and sold or rented to eligible households. The primary obstacle to addressing underserved needs remains a lack of adequate federal funding. The following are actions planned to address obstacles to meeting underserved needs: • Seek out additional funding sources to support housing and public services activities; • Assist local non-profit organizations in obtaining grants or other funding to support their efforts; • If necessary, act as a "pass through" organization to continue use of State and other funding to support homeless prevention and services for the homeless; • Continue to support existing public (social) services programs through the allocation and administration of City of Denton general fund dollars. • Work with the City's Development Services Department to implement recommendations included in the Denton Plan 2030. 25 OMB Control No: 2506-0117 (exp. 07/31/2015) IA u @ 'O CL � � E E m Ln v @ .0 a 00 � a El § E 0 k � E E m u a q / % ] 0 0 ° 0 u / 2 t 2 U § / 0 \ \ / $ � � / ƒ •� / E 2 C \ k 2 ° 0 •E ° e § u / \ } k _r_ & j / / E E \ « ° u = so " Q _0 .g / _ E \ @ ./ 'E M U E / ƒ = / $ ƒ E , \ \ ƒ E y $ 1 y § ± E z 5 0 q 2 / $ / '0 / E ± \ t c 0 / L) 2 G ° } \ � '� $ \ E® 6= c /\ o\ e e e / u / / \ - / / = e / % G 2 $ 0 / ƒ r14 % \ ° 8 ƒ» 7 t U @ E m \ .g s 0 = t. 2 2 o E u .� = E \ 0 O o 2 a_/ u o\ E 2 %ƒ O 2/ z z 2 / � § k� � k § 2 kCL/ E § § § §CL k / § m— Z 9 7to 2 c z 9 2 E k o °$ 2 M 2 § R : m c . to @ @ a $ 2 o 3 � a $ _ (14 % ] 0 \ ] 0 / t E \ E 0 ( 0 d E E 0 E ƒ / \ 0 & 2 \ } E ƒ \ u $ 0 $ 'j Ee / e % 20 Lno •/ 2 E / E f •� m / 2 0 do \ ƒ / 0 I •\ 0 § e 2 t ca \ / U U u m 0 e G e 0 R ° \ / 0 0 0 = u m / \ \ a « § 41 ƒ / � k / \ k m e LU � e e m \ \ / j / / 41 ) / / U / / k � / / e \ u » » • o i ° 2 I t e e ƒ .g # I e e # » 2 _ e z » ± '� [# e J•= k e s s� t — e g& � E -i E E LU3 e ® 3 < 8 g ƒ r o G U \ 2 2 « R 0 \ ƒ _ 0 o �\ iz d0/ U a- u O z =} 2/ 2 / 4 § 4 § k 7 §k / 7 § / c : $ c ± 2 7 . 2 > . � / 2 q � 0 � / 2 k / � k 7 m w 2 c « 9 7 m 2 c E m § @ E � m § @ k k % 2 / 0 k o \ % 2 § / / E o k k Z 2 E a G z o e 3 2 E m \ ] 0 ] 0 .$ .g \ E e $ { % 2 » E } � 5 / \ E ƒ \ / / \ / @ ® ® \ / \ $ / 9 $ x g § / •g 0 ƒ s 0 2 / u' 2� 2 u •- 3 / / / 2 u / / E ƒ f ( / k 0 .§ $ & § U / m » U 0 0/ 2 G 0 \/ = u t u 2 ° 2 I u % 0 u ± 2 § e o e Ln o e 0\ o 0Ln ƒ e / \ « 7 / ) 7 / ) / ƒ § \ 0 o \ 0 = o U 2 a_ 0 0 2% ,E U e y 2 a_ o 4 u 0 z � = /\ % 2 4 0 u 0 o ± Lr� O e = m 2co[ % \ / 0 _ f •- k \ $ o t g > 2 0\ \ 0 o t @ 0 i 2 > 2 2 = U• f m = s 0 2 p / o/\ % \ 0 2 0 2 p= 3 a_/ 0 / § k� � k § kCL 7 § ) 7 $ § § m § ¢ 0 $ � 2 m 2 - � « E CLE g k$ c 70 cn E § 2 E / 0- / k k % o / ) % / E o / % a G z 0 e 3 2 0. � E a G z LL ] 0 v - 4 L +: LU c L1 U NC 7 O C 4 > L L 0 O bA 0 4 O a0 c ° 'a U Q c ' v '� 0 3 vi ° L C: ao 0 c s 6 v N 'O N O +, O L v -O U 0O 'c > a + s E '� p N > N L L s a_+ V) � a; to c o +•I ° ° +, L N — C f0 N E U r -O (0 0 O O O (0 0 76 O � f6 c f0 L Q = 4-0 -O O L n n 4. v v (0 Y c O -0 f0 L L M O i -O LO O 0 4- '> U 0 O E U > QCL > O .L C C' +� C N O U L N L �-•I C L � (DV7 �n -a +4-j0 c �n s O N c L � �_ n s O w O > +, 0 0 Q) Y f0 O O x Q f6 .Q 4. v o Y 0 Z � O � - O i �' Ll s u v ° n 00 Q ° U c �^ + bn c m bA +N >i N N s N m O N L U nLn r_ N 7 x -- O O 4 c O 2 _ E 00 v v >' Q s -0 02 O 0 LA S L c N 2 f0 f0 N N ~ N N L Ql L {n L + + + c > O m O O 7 c c N •N �n LU +•I W I U N •C D � Q r- c 'a E v � --I 'a U O L E (n v v N ri c 4 °; ° c 3 m v vC° coo coo m O r' +, U O c N � v o 'O co ° (D C: N C \ Q C O O p 0 N L N O N 'O O O M N 7 m cI L O 3 c m > � 00 o LL LL O � w a� o 4 o Q. 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Geographic standards do not apply to city-wide programs such as Minor Repair, Homebuyer Assistance and public services programs. The small amount of funds available, and continued reductions for the past several years has limited the use of funds. Public facility and public improvement projects have been completed in residential areas meeting HUD's low to moderate -income standards, generally near the city's core. Geographic Distribution Target Area Percentage of Funds Table 11- Geographic Distribution Rationale for the priorities for allocating investments geographically The City of Denton does not currently direct its investments in specific geographic areas. Discussion Housing assistance investments, including the Minor Repair, Home Improvement, Infill New Construction Program, and Homebuyers Assistance programs are based on a first-come, first-served basis and there are no specific geographic areas. However, the Home Improvement program does set forth some specific guidelines regarding the age of the housing. Regardless of the area income, housing units that were built 20 years ago or less, are not eligible for Home Improvement Program assistance and units that were built 15 years ago or less are not eligible for the Minor Repair Program. These requirements support the use of funds in older neighborhoods. All investments in public facilities and/or public improvements are based on requests received from residents of the low to moderate -income block groups and other areas of the city. After a request has been made, City staff will assess the need for the improvement and the project cost. The City staff evaluation will determine which requests are in a "high" needs category, are an appropriate use of CDBG funds, and are projects with costs that can be covered under the CDBG allocation. 35 OMB Control No: 2506-0117 (exp. 07/31/2015) Affordable Housing AP -55 Affordable Housing — 91.220(g) Introduction The City's housing priorities are encouraging homeownership opportunities, maintaining existing affordable housing units and encouraging and maintaining standard affordable rental units for low and moderate income persons. For the 2017-18 program year, these priorities will be addressed through the following activities: rehabilitation of rental properties by the Denton Affordable Housing Corporation, new construction of a single-family units by Habitat for Humanity and City of Denton, rehabilitation or reconstruction of housing units through the Home Improvement Program, minor rehabilitation of housing through the Minor Repair Program, rehabilitation of rental units for Fairoaks Senior Complex, and down payment assistance for homebuyers through the Homebuyer Assistance Program. One Year Goals for the Number of Households to be Supported Homeless 0 Non -Homeless 56 Special -Needs 41 Total 97 Table 12 - One Year Goals for Affordable Housing by Support Requirement One Year Goals for the Number of Households Supported Through Rental Assistance 46 The Production of New Units 2 Rehab of Existing Units 39 Acquisition of Existing Units 10 Total 97 Table 13 - One Year Goals for Affordable Housing by Support Type Discussion Not applicable. 36 OMB Control No: 2506-0117 (exp. 07/31/2015) AP -60 Public Housing — 91.220(h) Introduction Not applicable. The City of Denton has no public housing units. Actions planned during the next year to address the needs to public housing Not applicable. The City of Denton has no public housing units. Actions to encourage public housing residents to become more involved in management and participate in homeownership Not applicable. The City of Denton has no public housing units. If the PHA is designated as troubled, describe the manner in which financial assistance will be provided or other assistance Not applicable. The City of Denton has no public housing units. Discussion Not applicable. The City of Denton has no public housing units. 37 OMB Control No: 2506-0117 (exp. 07/31/2015) AP -65 Homeless and Other Special Needs Activities — 91.220(i) Introduction This section describes the activities planned during the 2017/18 program year to address the needs of persons who are homeless and other non -homeless needs. Describe the jurisdictions one-year goals and actions for reducing and ending homelessness including Reaching out to homeless persons (especially unsheltered persons) and assessing their individual needs Understanding that the community must identify and continually engage all sheltered and unsheltered persons who are currently experiencing homelessness including those who are in jeopardy of experiencing chronic homelessness. City of Denton funding partners participate in coordinated efforts to outreach to persons experiencing homelessness. The City of Denton facilitates collaboration among nonprofit partners and Coordinated Entry (CE). Our local CE system is a process through which persons experiencing homelessness are assessed for their housing needs and referred to the most appropriate housing intervention available with the goal to shorten the length of time a person is homeless. Through community CE planning efforts, we have a communication plan being implemented for outreach to the public and engaging all stakeholders to help them better understand the process for outreach and referral into our CE system. To directly reach out to sheltered and unsheltered homeless persons, ESG partner, Giving Hope, Inc's (GH) Outreach Coordinator/Housing Navigator completes weekly street outreach in collaboration with the Denton Police Department, Denton County Veterans Coalition volunteers and other local service providers. The street outreach team provides collaborative case management delivered directly to the unsheltered homeless on the street. All street outreach clients are assessed for needs and intakes are entered into HM IS. When possible, they are also assessed for housing need (CE) through our shared housing assessment, the VI-SPDAT (or F-VI-SPDAT for families). Most often the Street Outreach Coordinator/Housing Navigator is referring to one of the local shelters for emergency housing, to housing assistance providers and to other supportive services based on the clients identified need. Annually, the street outreach lead, GH, produces a Street Outreach Barriers Report that helps identify best practices for reaching out to persons experiencing homelessness on the street and it provides an assessment of their needs. Case Managers at Denton County Friends of the Family (DCFOF) and The Salvation Army Denton, a Georgia Corporation (TSA) are reaching out to clients receiving shelter services. DCFOF's Crisis Line staff and Community Educators reach out daily to persons experiencing homelessness and those at -risk. DCFOF Community Educators and TSA Coordinators lead outreach efforts at community events to educate the community about available services. Through DCFOF's 24 housing crisis hotline and a dedicated Outreach location, family violence and sexual assault survivors experiencing homelessness 38 OMB Control No: 2506-0117 (exp. 07/31/2015) can be referred to emergency shelter, legal advocacy, individual and group professional counseling, education/employment assistance, life skills, childcare, transportation, financial empowerment, food pantry, and support. The primary goal of this program is victim safety and restoration. As a part of the housing crisis response system, shelters utilize CE for all clients in need of housing assistance. Case managers complete the VI-SPDAT (or F-VI-SPDAT for families) and the assessments are entered into HMIS. HMIS assessment places the client on our Housing Priority List (HPL) for a referral to the appropriate provider for a housing solution based on the clients assessed housing needs. We have a workaround that allows our DV provider to complete the same assessment and then provide de - identified information for inclusion on the HPL. To round out the housing crisis response system, housing assistance provider, Giving Hope, Inc.'s (GH) Case Manager completes scheduled visits to both shelters as outreach to help reduce barriers to clients in need of housing assistance. Case managers perform outreach to clients on the HPL when Rapid Re- housing housing assistance is identified. The system is aligned with other non-ESG programs such as GH's PSH and Denton County MHMR's PSH programs that are also pulling people off of the HPL as housing units and funding for housing assistance is available. Housing stability is an important part of the process so Christian Community Action (CCA) and GH's case managers are reaching out to persons at -risk of homelessness. Case Managers are working with persons at -risk of homelessness to provide short-term housing assistance and housing stability supportive programs and services. Addressing the emergency shelter and transitional housing needs of homeless persons The City of Denton addresses the emergency and transitional housing needs of persons experiencing homelessness by directly supporting both types of service delivery through the City's Human Services Grant; Community Development Block Grant (CDBG) funds; acting as lead agency for a collaborative using Emergency Solutions Grant (ESG) Funds awarded through the Texas Department of Housing and Community Affairs (TDHCA) and dedicated human resources. These are examples of how the City coordinates local resources and leverages local tax revenues, state of Texas distributed HUD funds, and federal CDBG funds ensure the emergency shelter and transitional housing needs of homeless persons are assessed. Through the implementation of Coordinated Entry (CE) and data sharing through HMIS reporting, the community completes data analysis of HMIS reporting for all homeless programs including emergency shelter and supportive housing programs. The community also assesses the emergency shelter and transitional housing needs through: performance reporting by direct service providers; the community's annual Point -In -Time Count; and the CE 's assessment tool and the Housing Priority List (HPL). The CE assessment tool and HPL provide key data for the community to complete a comprehensive analysis of the homeless system to identify gaps in housing and use data to inform housing, programming and funding decisions. Through direct services provided by Client Intake Coordinator, Case Manager, Program Coordinator, Outreach Coordinator/Housing Navigator, and Crisis Intervention Specialist at partner agencies Christian Community Action (CCA), Denton County Friends of the Family (DCFOF), Giving Hope, Inc (GH), and The 39 OMB Control No: 2506-0117 (exp. 07/31/2015) Salvation Army Denton, A Georgia Corporation (TSA) client housing needs are assessed during each intake and referral. Specifically in each program, under the direction of the Outreach Coordinator/Housing Navigator, all street outreach clients are assessed for needs and intake data are entered into HMIS. Client Intake Coordinators at DCFOF and Case Managers TSA are assessing needs of the shelter clients during intake, CE assessments, and through on-going case management. DCFOF DV victims are assessed through its 24 hour crisis hotline or during an intake at its Outreach Office for immediate safety and housing needs. If a victim is deemed as homeless or at risk of imminent homelessness due to a safety concern as a direct result of family violence or sexual assault, the victim may be screened in to emergency shelter. If a victim is deemed as homeless or at risk of homelessness for reasons other than safety concerns, the victim is given access to a case manager that assists with applying for rapid rehousing and transitional housing programs based on individualized needs of the person and/or family. Supportive housing is specifically designed to transition sheltered and unsheltered homeless to permanent housing. It is another housing strategy where the process includes assessment of needs through case management services. The CCA case manager provides housing stability case management services where assessment is necessary to determine which stability programs are needed. The case manager for GH assesses needs and combines case management, supportive services, referrals, and housing assistance to help individuals and families referred by shelters and those referred by Street Outreach Coordinator/Housing Navigator. The use of emergency shelter and transitional housing is a stop -gap measure until a permeant housing options is available to the client or to provide more intensive housing stability case management to ensure a stable transition to independent living. Helping homeless persons (especially chronically homeless individuals and families, families with children, veterans and their families, and unaccompanied youth) make the transition to permanent housing and independent living, including shortening the period of time that individuals and families experience homelessness, facilitating access for homeless individuals and families to affordable housing units, and preventing individuals and families who were recently homeless from becoming homeless again Evidenced based practice supports providing housing assistance programs that combine the financial housing assistance, case management, and supportive services to help persons experiencing chronic homelessness, families and children, unaccompanied youth, and/or veterans and their families' transition to permanent housing and independent living. As described in previous sections, the City of Denton and partners like the ESG partnership collaborative are a part of a larger developing community housing crisis response system. Partners coordinate efforts to help persons or households make the transition to permanent housing and independent living. Through the implementation of Coordinated Entry (CE) there is a process through which persons experiencing or at -risk of homelessness are assessed for their housing needs and referred to the most appropriate housing intervention available. The CE assessment tool provides key data for the community to complete a comprehensive analysis of the homeless system to identify gaps and use data to inform housing, programming and funding decisions. 40 OMB Control No: 2506-0117 (exp. 07/31/2015) Through direct services provided by Client Intake Coordinator, Case Manager, Program Coordinator, Outreach Coordinator/Housing Navigator, and Crisis Intervention Specialist at partner agencies Christian Community Action (CCA), Denton County Friends of the Family (DCFOF), Giving Hope, Inc (GH), and The Salvation Army Denton, A Georgia Corporation (TSA) client housing needs are coordinated among partners. The Street Outreach Coordinator/Housing Navigator provides collaborative case management delivered directly to the unsheltered homeless on the street. All street outreach clients are assessed for needs and entered into HMIS. When possible, the unsheltered are also assessed for housing need through our shared housing assessment, the VI-SPDAT (or F-VI-SPDAT for families). Most often Street Outreach Coordinator/Housing Navigator is referring to one of the local shelters, DCFOF and TSA for emergency housing; to housing assistance programs, GH Rapid Re -housing; to PSH programs with GH and Denton County MHMR; and the Denton Housing Authority for voucher assistance; and to other supportive services in the community that ensure housing stability and a swift transition to independent living. Case Mangers at DCFOF and TSA are implementing the CE process which is the assessment of housing vulnerability and housing assistance needed. Case mangers complete the VI-SPDAT (or F-VI-SPDAT for families) and it is entered into HMIS or comparable database. HMIS assessment places the client on our Housing Priority List (HPL) for referral to the appropriate provider for a housing solution based on the clients assessed housing needs. We have a workaround that allows our DV provider to complete the same assessment and then provide de -identified information for the HPL. Because clients have other needs that support housing stability, DCFOF and TSA assists clients with education/employment assistance, life skills, transportation, financial empowerment, and applying for government benefits and support. DCFOF's group programming and individual case management is provided to victims to empower them to make fiscally responsible choices and set achievable goals in creating and maintaining independence. Advocates and counselors are available to assist victims with any barriers they may face including pressing legal and safety needs as well as emotional stability and restoration. Shelters utilize CE for clients in need of housing assistance. To round out the housing crisis response system, housing assistance provider, Giving Hope, Inc.'s (GH) Case Manager utilizes CE to pull people off the Housing Priority List (HPL) in HMIS when Rapid Re- housing housing assistance is identified. The system is aligned with other non-ESG programs such as GH's PSH and Denton County MHMR's PSH programs that are also pulling people off of the HPL as housing units and funding for housing assistance is available. Housing stability is an important part of the process so Christian Community Action (CCA) and GH's case managers are assisting persons at -risk of homelessness. Case Managers are working with persons at -risk of homelessness to provide short-term housing assistance and housing stability supportive programs and services that assist with permanent and independent housing stability. As a compliment to the housing crisis response system, one of the ESG collaborative partners hosts an annual summit as a part of a broader community Landlord Engagement Initiative to increase the 41 OMB Control No: 2506-0117 (exp. 07/31/2015) awareness of landlords about homeless prevention programs and increase the number of landlords willing to lower barriers to housing and accept previously homeless households. As a part of the housing crisis response system, the system itself is designed with specific strategies to shorten the length of time a person or family experiences homeless to move the homeless to housing and to prevent individuals and/or families who were recently homeless from becoming homeless again. The strategy requires targeted coordination of services; quality data collection and analysis; and a process through which persons experiencing or at -risk of homelessness are assessed for their housing needs and referred to the most appropriate housing intervention available as soon as possible. Through City of Denton general funds, Community Development Block Grant (CDBG), and ESG funding, partner agencies receive support to participate in Coordinated Entry (CE) and HMIS reporting (or HMIS comparable database). The data collected provides analysis of the period of time that individuals and families experience homelessness. The CE system is specifically designed to reduce the time that it takes for a person who is homeless to have housing needs identified and referred to the right housing option. Client Intake Coordinator, Case Manager, Program Coordinator, Outreach Coordinator/Housing Navigator, and Crisis Intervention Specialist at partner agencies Christian Community Action (CCA), Denton County Friends of the Family (DCFOF), Giving Hope, Inc. (GH), and The Salvation Army Denton, A Georgia Corporation (TSA) coordinate client housing services to help shorten the time it takes to make the transition to permanent housing and independent living. Through direct services provided by Client Intake Coordinator, Case Manager, Program Coordinator, Outreach Coordinator/Housing Navigator, and Crisis Intervention Specialist at partner agencies Christian Community Action (CCA), Denton County Friends of the Family (DCFOF), Giving Hope, Inc (GH), and The Salvation Army Denton, A Georgia Corporation (TSA) client housing needs are coordinated among partners with the specific outcome that effective coordination reduces the time an individual and/or family experiences homelessness. For example, DCFOF aims to shorten periods of homelessness and prevent future homelessness for domestic violence and sexual assault victims by taking a 'safety first' approach. Many DV clients become homeless because homelessness is their only option in order to leave an abusive or dangerous situation. By focusing on safety, legal, and financial needs through our advocacy team as well as emotional stability and education from our counseling team, victims are provided with comprehensive services that help them better understand how to safely start over and rebuild their lives. With safe and healthy choices at the forefront of their decision making, victims are more likely to develop independent successful homes and less likely to return to an abusive situation or enter a new relationship based on power and control. To help prevent individuals and/or families who were recently homeless from becoming homeless again, the Rapid Re -housing (RRH) partner, GH, case manager provides housing stability case management and supportive services combined with the housing assistance. Generally, homeless prevention assistance is three to six -months but RRH can provide extended support for clients who were assessed to need longer support necessary to ensure housing stability. 42 OMB Control No: 2506-0117 (exp. 07/31/2015) Helping low-income individuals and families avoid becoming homeless, especially extremely low-income individuals and families and those who are: being discharged from publicly funded institutions and systems of care (such as health care facilities, mental health facilities, foster care and other youth facilities, and corrections programs and institutions); or, receiving assistance from public or private agencies that address housing, health, social services, employment, education, or youth needs. The most effective tool for assisting low-income individuals and families to avoid becoming homeless is to ensure there are resources to prevent individuals and families at risk from becoming homeless in the first place. Leveraging all funding that supports homelessness prevention provides a framework for a collaboration among all the systems of care ensuring low-income families avoid becoming homeless. These coordinated strategies also work to improve community capacity by seeking to increase funding for homelessness prevention programs including housing stabilization resources; case management; and supportive services needed to help maintain housing. Specifically ESG homeless prevention funds are targeted towards two main populations and groups that include Families and individuals that currently have housing but who are facing eviction or who may be at risk of becoming homeless. Christian Community Action (CCA) and Giving Hope, Inc. (GH) have case managers working with individuals and families identified at -risk in homeless prevention programs. Case managers assess qualification and provide them with temporary rent or utility bill assistance to prevent the individual or family from becoming homeless. The programs also provide a variety of case management and self-sufficiency programs to ensure housing stability. Case management support is maintained through a minimum of monthly counseling in one or more housing stability programs like budget planning, financial management, employment counseling, etc. Case managers are working to ensure the household has stability and can be self-sufficient once assistance ends. Shelters work to avoid discharging clients back into homelessness. Denton County Friends of the Family (DCFOF) and The Salvation Army Denton, a Georgia Corporation (TSA) help low income individuals and families receiving assistance from public and private agencies by coordinating with ESG partners and other government and private programs to extend shelter stays for shelter residents at their maximum stay time while clients work with the aforementioned programs to secure housing, employment, education, and other needs. Often sheltered individuals must wait extra time when requesting rapid rehousing funds or pending property readiness for housing. DCFOF Residential Advocates assist sheltered individuals by helping them prepare extension requests, granted weekly, which are approved by the Shelter Director so that individuals and families avoid returning to homelessness while they work in coordination with Housing Case Managers at partnering agencies. Housing case managers work directly with DCFOF Residential Advocates to understand barriers these families and individuals face by remaining in weekly contact and collaborating on expedited entry into housing assistance. For those who are likely to become homeless after being discharged from a publicly funded institution or system of care, Coordinated Entry (CE) is also recommended. Through community CE planning efforts we have a communication plan for educating the public and engaging all stakeholders to help them better understand the process for engagement and referral into our CE system. Current strategies 43 OMB Control No: 2506-0117 (exp. 07/31/2015) include building working relationships with institutions and systems of care to ensure timely referrals to avoid becoming homeless upon discharge. Discussion In addition to the efforts discussed in previous sections, the City continues to support activities that ensure there are resources to prevent those who are not homeless, but have other special needs, from becoming homeless. Here are a few examples: • CDBG funds support SPAN's congregate and meal delivery programs that help the elderly and frail with food security and self-sufficiency that contribute to housing stability. • City's general fund support of CASA that ensure children aging out of the foster care system have resources and will not exit to homelessness. • ESG funds for street outreach programs for Giving Hope, Inc. provide outreach to the chronically homeless on the street. This program includes HIV testing to help identify those who are at risk and prioritize them for other permanent housing assistance programs. • City's general funds support of Denton County MHMR helps provide support to residential housing programs for persons with disabilities. • City's general funds support of Retired Senior Volunteer Program helps provide support to seniors. 44 OMB Control No: 2506-0117 (exp. 07/31/2015) AP -75 Barriers to affordable housing — 91.220(j) Introduction This section describes the City's plan to address barriers in affordable housing identified in the 2015 Analysis of Impediments to Fair Housing Choice (AI). Actions it planned to remove or ameliorate the negative effects of public policies that serve as barriers to affordable housing such as land use controls, tax policies affecting land, zoning ordinances, building codes, fees and charges, growth limitations, and policies affecting the return on residential investment The City of Denton's Analysis of Impediment to Fair Housing does not indicate that the current public policies create barriers to affordable housing. The following is an explanation of Denton's policies: 1. In February 2002, the City of Denton adopted the Denton Development Code, a document that unifies elements of zoning, subdivision regulation, environmental protection, site design standards, and other development regulation 2. The zoning regulations contain 10 districts that allow single-family dwellings. Mixed-use structures are encouraged in some districts allowing the development of retail or office on lower floors with multi -family residential above. Denton's comprehensive plan, Denton Plan 2030, and formerly The Denton Plan, will continue to guide the regulatory framework to encourage a diversity of population and income levels, accessibility to employment, recreation, school and community uses, and connection to public transit. 3. Construction codes allow for the renovation of existing, usually older and more affordable units. Under these codes, units would not have to bear the increased costs of new construction codes unless a health or safety issue is present. 4. Lots of record which may not meet current area requirements are "grandfathered" in some circumstances. 5. The City of Denton building code requirements are reviewed by the Health and Building Standards Commission. This commission is a council -appointed citizen committee. Members are generally from the development community and are careful to ensure that adopted codes do not discourage development activities. 6. The number of affordable housing units in the City of Denton as compared to other communities in Denton County indicates that current development policies do not hinder the development of a variety of housing units, including affordable units. Discussion The City of Denton Community Development staff is currently participating in a DFW Regional Assessment of Fair Housing. Denton and several other communities, including Dallas, Plano, McKinney, Garland, Frisco, and others are working to determine areas of need and activities that can assist communities in promoting fair housing throughout the DFW metroplex. 45 OMB Control No: 2506-0117 (exp. 07/31/2015) AP -85 Other Actions — 91.220(k) Introduction This section reports additional effects the City will undertake during the 2017-18 program year to address residents' housing and community development needs. Actions planned to address obstacles to meeting underserved needs • Seek out additional funding sources to support housing and public services activities; • Assist local non-profit organizations in obtaining grants or other funding to support their efforts; • If necessary, act as a "pass through" organization to continue use of State and other funding to support homeless prevention and services for the homeless; • Continue to support existing public (social) services programs through the allocation and administration of City of Denton general fund dollars. • Work with the City's Development Services Department to implement recommendations included in the Denton Plan 2030. Actions planned to foster and maintain affordable housing • Continue to provide down payment, closing cost, and principal reduction assistance to low and moderate -income homebuyers through the Homebuyer Assistance Program; • Fund new affordable housing development through Habitat for Humanity of Denton County; • Continue to fund the City's Home Improvement and Minor Repair programs to assist low and moderate income homeowners with repairs to their homes to meet their needs for safe and decent housing; • Continue to support the Denton Affordable Housing Corporation's (DAHC) efforts to increase the number of affordable housing units including their Affordable Housing Opportunity and Rental Rehabilitation programs; • Work with the Denton Housing Authority to support the development of additional affordable housing and obtain additional housing vouchers if available. • Work with the City's Development Services Department to implement recommendations included in the Denton Plan 2030. Actions planned to reduce lead-based paint hazards During the 2017-2018 program year, Denton plans to reduce lead-based hazards in Denton by ensuring that all lead-based regulations are met throughout any housing rehabilitation construction activity performed on homes built prior to 1978 including the Minor Repair Program, Home Improvement Program, Homebuyer Assistance Program, and DAHC's Rental Rehabilitation. Denton will also seek opportunities to educate the public, housing services customers, and contractors regarding the hazards 46 OMB Control No: 2506-0117 (exp. 07/31/2015) of lead-based paint. Actions planned to reduce the number of poverty -level families The City of Denton will continue to work with local non-profit organizations to administer programs designed to support lower income individuals and families. These programs will assist households in improving their financial status. Programs include: 1) free and/or low cost health care; 2) affordable child care; 3) mental health care services; 4) support for elderly households and others; develop housing initiatives to support veterans. The following are Denton's current efforts supporting the Consolidated Plan goal of low and moderate income persons having the opportunity to earn higher wages. • The City of Denton Economic Development staff participates with regional municipalities and the local Texas Workforce Commission Board in the North Central Texas Regional Economic Development Steering Committee for the purpose of addressing existing and future workforce skills needs of our respective and regional employers. The Committee is a participant in Texas Workforce Commission's High Demand Job Training Program that identifies and develops the skill sets of individuals for jobs in high -demand occupations in our respective region and cities. • Denton's Economic Development Partnership Board adopted a Strategic Plan that provides a means to address Denton's key workforce needs. • Denton ISD's Career and Technology Advisory Board industry partners provide curriculum expertise and internship opportunities to students enrolled in the district's 31 career skills and certification training programs covering 11 career fields. Dual high-school/college credit classes are offered to high school juniors and seniors. • North Central Texas College (NCTC) has developed certifications and associate degree programs for specific industry partners, such as the Petroleum Technology Certification and Associate Degree options. NCTC is a partner to businesses utilizing Skills Training grant funds. Actions planned to develop institutional structure The two institutional gaps stated in the 2015-2019 Consolidated Plan included the provision of homebuyer education classes for low and moderate -income new homebuyers and supportive housing. To meet the provision homebuyer education during the 2017-18 program year, Denton is investigating partnerships with HUD -approved Housing Counseling Agencies and Denton Affordable Housing Corporation to develop a more comprehensive educational program. Currently HUD -approved Housing Counseling Agencies are in the process of complying with the new Housing Counseling Certification Requirements. Agencies will have 36 months from the new rule to comply with the new regulations. As discussed in SP -40 the City will support a community organized collective Impact initiative with its funding partner the United Way of Denton County. In addition, the City will support collaborative 47 OMB Control No: 2506-0117 (exp. 07/31/2015) efforts of the Denton County Homeless Coalition (DCHC) and other service sector programs to ensure the community is organized to advocate; coordinate service delivery; improve effective use of available resources and provide leadership for long-term planning efforts among various homeless providers, homeless advocates and across multiple sectors. Strategies to move the homeless to housing and to shorten the length of time a person or family experiences homeless involve: • Supporting a coordinated access network to significantly reduce the time it takes for a person who is homeless to identify and access the right services needed. • Improving community capacity by seeking to increase local resources for housing programs including housing location and stabilization resources; case management; and supportive services. • Facilitating coordination of case management and supportive services to help the homeless have access to the services necessary to secure housing and maintain housing stability. • Increasing supportive housing options for those with prioritized special needs Actions planned to enhance coordination between public and private housing and social service agencies The City of Denton has a very strong network of service providers including those providing housing, education, health care and other needed services. Over the past four years, the United Way of Denton County, the City of Denton, the Denton Independent School District and other organizations have joined together to review and discuss the provision of services in the Denton area in an attempt to maximize the benefits derived from available resources. Below is a list of the committees that have been developed to assist in improving the coordination of services: • Denton County Homeless Coalition • Homeless Leadership Tea, collective impact project • Behavioral Health Leadership Team, a collective impact project • Community Health Council • Denton Hunger Coalition • Early Childhood Coalition serving the North Texas Region • United Way's Community Needs Assessment Committee City of Denton Community Development (CD) staff members will continue to participate in the above committees during the 2017-18 program year. The City is part of a strong team of service providers who are working to improve services for the low income community. In addition, the Mayor of Denton convened a Task Force in 2015 supported by Community development 48 OMB Control No: 2506-0117 (exp. 07/31/2015) (CD) staff to look at the issue of homelessness. Three priorities were identified by the task force. 1. Funding — Increase in Available Resources 2. Housing — Coordinated, Accessible, and Affordable 3. System Design — to establish a network of Community Collaboration Nested in the ideas for program and housing interventions for the homeless was stronger community collaboration around shared community goals to end homelessness; better data collection and sharing; involvement of a wider audience of stakeholders; and more intentional effort to help educate and inform the community about solutions to homelessness and community impact efforts. Ultimately, the priorities that the task force recommended to City Council for their support and consideration were to seek funding to seed new collaborative projects. The task force recommends have resulted in a public private partnership between the City of Denton and the United Way of Denton County to fund a coordinator position to oversee a collective impact project that will develop and implement community -wide coordinated strategies toward the shared goal of ending homelessness. Discussion Not Applicable 49 OMB Control No: 2506-0117 (exp. 07/31/2015) Program Specific Requirements AP -90 Program Specific Requirements — 91.220(1)(1,2,4) Introduction This section will describe activities planned with respect to all CDBG funds expected to be available during the program year (including program income that will have been received before the start of the next program year). Community Development Block Grant Program (CDBG) Reference 24 CFR 91.220(1)(1) Projects planned with all CDBG funds expected to be available during the year are identified in the Projects Table. The following identifies program income that is available for use that is included in projects to be carried out. 1. The total amount of program income that will have been received before the start of the next program year and that has not yet been reprogrammed; 0 2. The amount of proceeds from section 108 loan guarantees that will be used during the year to address the priority needs and specific objectives identified in the grantee's strategic plan; 0 3. The amount of surplus funds from urban renewal settlements; 0 4. The amount of any grant funds returned to the line of credit for which the planned use has not been included in a prior statement or plan; 0 5. The amount of income from float -funded activities. 0 Total Program Income: 0 Other CDBG Requirements 1. The amount of urgent need activities 0 2. The estimated percentage of CDBG funds that will be used for activities that benefit persons of low and moderate income. Overall Benefit - A consecutive period of one, two or three years may be used to determine that a minimum overall benefit of 70% of CDBG funds is used to benefit persons of low and moderate income. Specify the years covered that include this Annual Action Plan. — 2017 program year 80.77% 50 OMB Control No: 2506-0117 (exp. 07/31/2015) HOME Investment Partnership Program (HOME) Reference 24 CFR 91.220(1)(2) 1. A description of other forms of investment being used beyond those identified in Section 92.205 is as follows: The City of Denton does not utilize other forms of investment beyond those identified in 92.205(b). The City will not permit other forms of investment without the prior approval of HUD. 2. A description of the guidelines that will be used for resale or recapture of HOME funds when used for homebuyer activities as required in 92.254, is as follows: Recapture Policy The City of Denton utilizes HOME funds to provide assistance to first-time homebuyers with closing costs, down payment, prepaids and principal reduction through the City's Homebuyer Assistance Program. The maximum HOME subsidy for both programs will be $14,900. The HOME subsidy sets up a 5 -year recapture period and provided as a deferred forgivable loan at a 0% interest rate. Denton utilizes recapture as required by 24 CFR 92.254(a). Recapture occurs when the homebuyer sells the property during the affordability period, or when the recipient of HOME funds defaults by leasing the property, fails to maintain the property as a primary residence, the property is foreclosed on by any lender, or when the recipient violates the covenants contained in the Written Agreement between the homebuyer and the City of Denton or DAHC. The terms of recapture are contained in the Written Agreement. Homebuyers that receive direct down payment, closing cost, principal buydown assistance and/or a reduction of the sales price to below the market value to make the unit(s) affordable, will meet the affordability period if they remain in the home for the full required period of affordability as determined by the amount of the assistance received (five to fifteen years). The actual required period of affordability will be based on the total amount of the direct HOME assistance provided as noted below. The effective date of the beginning of the required period of affordability is the date all completion data is entered into IDIS and as documented by a fully executed Closing Disclosure, a copy of which has been placed in each individual homebuyer's file. Under "Recapture", if the home is sold prior to the end of the required affordability period a portion of the net sales proceeds from the sale, if any, will be returned to be used for other HOME -eligible activities. The portion of the net sales proceeds that is returned is equal to the amount of HOME funds invested in the property less the amount for each full month that the residence was occupied by the homebuyer or property owner as his/her/their principal residence. Any funds remaining after the distribution of the net sales proceeds to all lien holders, including the City of Denton, will be returned to the homeowner. In the event of a sale, short sale or foreclosure, the amount recaptured will be limited to the amount of 'net sales proceeds' available at the time of such occurrence. If there are insufficient funds remaining from the sale of the property and the City recaptures less than or none of the recapture amount due, and maintain data in each individual file that provides the amount of the sale and the distribution of the funds. This will document that there were no net sales proceeds; or the amount of the net sales proceeds was insufficient to cover the full amount due; and that no proceeds were distributed to the homeowner. 51 OMB Control No: 2506-0117 (exp. 07/31/2015) Other than the actual sale of the property, if the homebuyer breaches the terms and conditions for any other reason, e.g. no longer occupies the property as his/her/their principal residence, the full amount of the subsidy is immediately due and payable. Denton must immediately repay its HOME Treasury Account, from non-federal funds, for the full amount of the assistance provided whether or not it can recoup any or all of the funds from the homebuyer. 3. A description of the guidelines for resale or recapture that ensures the affordability of units acquired with HOME funds? See 24 CFR 92.254(a)(4) are as follows: Homebuyer Assistance Program: Federal assistance will be provided in the form of a 0% interest, deferred payment loan and will be secured by a HOME Written Agreement, Promissory Note and a Deed of Trust, fully executed and dated by all applicable parties. The Deed of Trust is recorded in the Real Property Records of Denton County. 4. Plans for using HOME funds to refinance existing debt secured by multifamily housing that is rehabilitated with HOME funds along with a description of the refinancing guidelines required that will be used under 24 CFR 92.206(b), are as follows: The City of Denton does not currently use of HOME funds to refinance existing debt secured by multi -family housing that is being rehabilitated with HOME funds. Discussion Under the HOME program, eligible applicants must have household income at or below 80% of the AMI and meet program guidelines to be eligible. Funding is available on a first-come first -serve basis and funding is available. Applications for program assistance are available at the Community Development (CD) Office. Under the Home Improvement Program, interested applicants complete a preliminary waiting list application and as funds are available, CD Staff will submit a letter requesting that if still interested an appointment can be made to assist with the application. Under the Homebuyer Assistance Program, interested applicants apply for a mortgage company and if eligible for a mortgage loan, the mortgage company submits application to the Community Development Division. CD staff schedule an appointment with applicant to review application and guidelines. Information on the programs is available on the City of Denton's website. The budget process for Denton's community development programs begins almost one year in advance of the fiscal year. HUD notifies the City as to the level of funding expected, the public participating process begins, applications are solicited locally and received by the Community Development Staff, the Community Development Advisory (CDAC) and the Human Services Advisory (HSAC) Committees. Recommendations are then formulated and presented to the Mayor and the City Council. The final step is the submittal of the City's formal applications to HUD for the funds allocated to Denton. The City's application is called the Action Plan. The City of Denton's fiscal year runs from August 1 to July 31. For example, Fiscal Year 2010 will begin August 1, 2010 and will run through July 31, 2011. 52 OMB Control No: 2506-0117 (exp. 07/31/2015) Any nonprofit or for-profit groups, especially those serving the community development needs of low and moderate income people, the disabled, minorities or the elderly are encouraged to participate in the implementation of Denton's Community Development programs. Interested groups are encouraged to attend public hearings. (vi) The participating jurisdiction may limit the beneficiaries or give preferences to a particular segment of the low-income population only if described in the action plan. 53 OMB Control No: 2506-0117 (exp. 07/31/2015)