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2017-10-24 Agenda with Backup
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McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-860,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding Tax Increment Reinvestment Zone Number One (Downtown TIF), City of Denton, Texas. City of DentonPage 1 of 1Printed on 10/20/2017 powered by Legistar™ City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT:Economic Development CM/DCM/ACM:Bryan Langley DATE:October 24, 2017 SUBJECT Receive a report, hold a discussion, and give staff direction regarding Tax Increment Reinvestment Zone Number One (Downtown TIF), City of Denton, Texas. BACKGROUND During a June 20, 2017,public hearing regarding the Downtown TIF, Council directed staff to gather information on plannedcapital improvement projects within the Downtown TIF Zone. Economic Development staff worked with several City departments to compile information on planned capital improvement projects for the next five years within the Downtown TIF Zone (Exhibit 2). Staff then expanded the request and worked with the departments to develop a list of additional proposedcapital improvement projects that could be donewithin the Downtown TIF Zonein the next five years(Exhibit 2). This group of projects is designed to completea full capital improvement plan in the Downtown TIF. Total estimated costs for the plannedprojects are $11.9million and total estimated costs for the proposed projects are $35million. Staff presented the information on the plannedprojectsto three stakeholder groups (Economic Development Partnership Board, Downtown Task Force, and the Denton Mainstreet Association Board)to solicit their input on project prioritization. Feedback from the majority within the three groups was consistent in placing parking projects first, sidewalk projects second, and street light projects third. Some stakeholders advocated for the completion of the Industrial Street Park, and others expressed a preference for prioritization of downtown drainage projects.Staff shared the proposedprojects with stakeholder groups via email. On June 20, Council also directed staff to look into whether the Downtown Reinvestment Grant Program could be funded using TIF funds. The Downtown Reinvestment Grant Program began in in 2007 and has awarded more than 40 grants (Exhibit 3).It is a reimbursement grant program for capital expensesrelated to redevelopment, improvement, and historic preservation of downtown buildings; $25,000 is the maximum amount an applicant can receive under the program. The Legal Department’s opinion is that TIF funds may be used to fundthe Downtown Reinvestment Grant Program, but only for projects within the TIF zone as opposed to the Downtown Implementation Plan zone, which is the current grant program boundary. Subsequent to the June 20 work session, Councilmembers inquired whether Downtown TIF funds could be used to fund or partially fund the reconstruction of the Cedar Street parking lot (the site of the old Central Fire Station). Under the Downtown TIF Project Plan, Parking/Transportation is an eligible category for expenditures, and this project falls in that category. HISTORY As authorized by Chapter 311 of the Texas Tax Code, a Tax Increment Financing Reinvestment Zone (TIF) is a tool that local governments can use to publicly finance needed structural improvements and enhanced infrastructure within a defined zone. These improvements are usually undertaken to promote the viability of existing businesses and to attract new commercial enterprises to the zone. An ad valorem valuation base is established in the first year, and the revenue from the increased valuation in subsequent years is allocated into a TIF fund to support eligible projects. Chapter 311 stipulates that an area must meet at least one of a list of criteria in order to be considered for tax increment financing. The following criteria were used for Denton’sTax Increment Financing (TIF) Reinvestment Zone Number One (Downtown TIF): It is a contiguous geographic area located wholly within the corporate limits of the municipality. The area’s present condition substantially impairs the sound growth of the municipality creating the zone or constitutes an economic or social liability in its present condition and use because of the presence of: o A substantial number of substandard or deteriorating structures o Deterioration of site or other improvements o Inadequate sidewalks or street layout o Conditions that endanger life or property by fire, flooding, or other causes The proposed project plan includes the use of land in the zone in connection with the operation of a proposed regional commuter or mass transit rail system. At the time of the Downtown TIF’s creation, the statute read that a reinvestment zone may not be created if more than 10% of the property in the proposed zone (excluding publicly owned property) is used for residential purposes, which is defined as any property occupied by a house which has less than five living units. The statute now states that a reinvestment zone may not be created if more than 30% of the property in the proposed zone is used for residential purposes. The Downtown TIF Board members are: Sara Bagheriand Gerard Hudspeth(two City Council members), Melissa Lenaburgand Virgil Strange (resident of the zone and ownerof property within the zone), Ben Eseleyand Hank Dickenson (business owner withinthe zone and memberof the Denton Chamber of Commerce Board of Directors), and Paul Meltzer(a qualified voter in the City of Denton). PRIOR ACTION/REVIEW September 18, 2017 –Main Street Association Board received a presentation regarding the Downtown TIF, including planned capital improvement projects within the next 5 years within the zone. The Board provided input regarding prioritization of planned projects. September 14, 2017 –Downtown Task Force (a subcommittee of the Economic Development Partnership Board) received a presentation regarding the Downtown TIF, including planned capital improvement projects within the next 5 years within the zone. The Task Force provided input regarding prioritization of planned projects. September 13, 2017 –Economic Development Partnership Board received a Work Session presentation regarding the Downtown TIF, including planned capital improvement projects within the next 5 years within the zone. The Board provided input regarding prioritization of planned projects. June 20, 2017 –Council held a courtesy public hearing regarding the Downtown TIF. June 6, 2017 –Council received a Work Session presentation regarding the Downtown TIF. September 15, 2015 –Council passed Ordinance No. 2015-300 approving a Chapter 380 incentive grant of $76,000 for five years ($380,000) from the Downtown TIF fund for the Railyard development at 608 E. Hickory. August 5, 2014 –Council passed Ordinance No. 2014-221 approving the following amendment to Exhibit D of the Project Plan: “Pursuant to the Texas Local Government Code, section 272.001, the City of Denton may utilize City-owned property that is located in a reinvestment zone to facilitate economic projects which the City and TIF Board deem appropriate and desirable. The City may acquire, lease, sell or otherwise transfer property to accomplish the public purpose of economic development that is consistent with the Project Plan. Such projects may include public-private partnerships, transit-oriented developments, or the recruitment of specific industries including, but not limited to, hi-tech or emerging technology companies, local start-up businesses, artisan or “maker” industries, the creative sector, bakeries, microbreweries, micro-distilleries, wineries, grocery stores, or other industries that the TIF Board and the City Council deem desirable.” August 16, 2011 –Council passed Ordinances No. 2011-128 and 2011-129, the Downtown TIF Project Plan and Finance/Feasibility Plan, respectively. The plans define the boundaries, scope,feasibility, and projects that may be funded by the TIF. December 7, 2010 –Council passed Ordinance No. 2010-316, which established the Downtown TIF. It took effect on January 1, 2011, and the City of Denton is the sole participating jurisdiction. August 17, 2010–The DTIP was approved by City Council (Resolution No. R2010-032).It identified specific projects and goals in order to spur development and redevelopment in Downtown, as well as financing opportunities, which included creating a TIF district.The Downtown Master Plan, the RTKL Catalyst Project study, and the DTIP all were reviewed and endorsed by stakeholders, theDowntown Task Force, the Economic Development Partnership Board and City Council. All three of these studies/plans recommended thecreation of a TIF. 2008 –Council reviewed the process and purpose of a TIF. After several meetings regarding the Downtown TIF, it was decided to postpone the establishment of the TIF until the Downtown Implementation Plan (DTIP) was complete. 2005 –RTKL was hired to identify five catalyst projects Downtown that would be capable of becoming viable developments and would spur other development in those areas. This information was one of the primary sourcesultimately used in formulating the Downtown TIF Project, Feasibility and Finance Plans. 2003 –The Downtown Master Plan(Ordinance No. 2003-164) was adopted by the City Council after a review process that included a public hearing and a report and recommendation by the Planning and Zoning Commission.The plan was a framework of recommendations on future land use, transportation, and public improvements that was formulated to assist with redevelopment and development in the Downtown area. FISCAL INFORMATION The Downtown TIF is set to terminate on December 31, 2041, or when the budget of $24.8 million has been collected. The percentage of the increased valuation allocated to the TIF fund is as follows: Years 1-5 100% Years 6-1095% Years 11-2090% Years 21-3085% Estimated project costs are as follows: PROJECT ESTIMATED COST Parking / Transportation $8.0 million Complete Streets $7.9 million Support for Downtown Projects $4.9 million Utility / Drainage Improvements $4.0 million TOTAL$24.8 million On September 15, 2015, the City Council passed Ordinance No. 2015-300 approving a Chapter 380 incentive grant of $76,000 for five years ($380,000) for the Railyard development at 608 E. Hickory. To date, twopaymentshavebeen made. As of September 30, 2017, the actual tax revenue that has gone into the Downtown TIF Fund is $1,313,757.The year-end estimated fund balance for the fund is $1,161,757. The current estimated bonding capacity of the Downtown TIF fund is $9-12millionbased on a 4% growth in revenue. The Finance Department developed two financial forecast scenarios for the Downtown TIF Fund: Scenario A assumesthe current contribution rate and shows an ending fund balance in 2041 of $16.4 million Scenario B assumes a reduced contribution rate of75% of base year in 2022 and 50% of base year in 2032 and shows an ending fund balance of 11.2 million POTENTIAL USES OF TIF FUNDS Under the TIF Project Plan, eligible categories for expenditures include: Parking/Transportation–garages, surface parking, parking lighting or signage, wayfinding, transit oriented development o Example: Wayfinding signage in the Downtown TIF zone, to include three phases of the five-phase project Complete Streets –sidewalks, bus or bicycle lanes, bike racks, crosswalks, pedestrian lighting, etc. o Example: Complete Street elements for Elm and Locust in the Downtown TIF zone Downtown Projects –includes grants, loans, and services for public and private development (historic preservation, environmental remediation, economic development) o Example: Fundingthe Downtown Reinvestment Grant program, but only within the boundaries of the Downtown TIF zone, not in the larger Downtown Implementation Plan area Utility Drainage –physical provisions to accommodate and regulate stormwater runoff o Example: Elements of the Denton Downtown Drainage Master Plan, such as the Downtown Storm Sewer Improvements Trunk Line, South Bell and Oak Street Systems project, or the Hickory System and Parkway Laterals system OPTIONS 1.Terminate theDowntown TIFvia ordinance, at which point the fund balance would revert to the General Fund and the Downtown TIF Fund would cease to exist. 2.Preserve the Downtown TIF under the existing Project and Finance/Feasibility Plans, but identify eligible projectsfor immediate use of TIF funds, including funding the Downtown Reinvestment Grant Program with TIF funds.Cash funding or debt funding are choices under this option. 3.Changethe terms of the Downtown TIF to alterits length(by amending the creation ordinance)or the percentage of the tax increment that is dedicated to the TIF Fund(by amending the Finance 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 EnvironmentalStewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Economic Development Related Goal:3.4 Encourage development, redevelopment, recruitment, and retention EXHIBITS Exhibit 1 –Agenda Information Sheet Exhibit 2 –Downtown TIF Zone 5 Yr CIP Projects: Planned and Proposed Exhibit 3 –Fiscal Scenario A: Current Contribution Rate Exhibit 4 –Fiscal Scenario B: Reduced Contribution Rate Exhibit 5–Downtown Reinvestment Grant List Exhibit 6–Background and Progress on Downtown Plans and TIF Exhibit 7–Presentation Respectfully submitted: Caroline Booth Director of Economic Development 10/19/2017 241,077 1,000,000 $1,165,000 $ $ $ 4,800,000 - - $500,000$500,000 $ - $ $ YR 5YR 5YR 5YR 5YR 5 $0 - - $ - $ $ YR 4YR 4YR 4YR 4YR 4 $0 - - $ - $ $ YR 3YR 3YR 3YR 3YR 3 - 000 800, 800,000 $150,000$400,000$550,000 $ $ 1,000,000 $ $ YR 2 $ 1,000,000 YR 2YR 2YR 2YR 2 74,771 $75,000$20,000$20,000 $45,000 $35,000 200,000 200,000 166,306 241,077 $115,000 $ $ $ $ $ $ 2,200,000 $ 1,600,000 $ 3,800,000 Projected CostYR 1Projected CostYR 1Projected CostYR 1Projected CostYR 1Projected CostYR 1 Year Total:Year Total:Year Total: conomic development in Downtown. ImpactImpactsImpactImpactImpact Contain 100-year storm underground within proposed box culvert. Remove properties from the floodplain. Alleviate localized flooding in downtown area.Enhance public safety for Union Pacific Railroad crossings at Sycamore and Hickory on the downtown square, affecting quality of life and eYear Total:Improve electric distribution system reliability and flexibilityProvide street lighting around new parking lotProvide service to new loadImprove electric distribution system reliability and flexibilityReplace aging infrastructure and improve reliabilityReplace aging infrastructure, increase circuit capacity, improve reliability.Provides Council requested green space in the downtown area.Increase OCI, replace /improve sidewalks/ ADAIncrease OCI, replace /improve sidewalks/ ADAProvides sidewalk connectivity between City Hall parking and Oak/Hickory corridorProvide sidewalk connectivity and removes "leave out" section. Downtown TIF Area 5-Year CIP Projects edestrian crossings at these Project Description Box culvert improvements between East Sycamore and West Mulberry Streets. Downtown Storm Sewer Improvements Trunk Line, South Bell and Oak Street Systems.This project will provide funds to install specific signalization and infrastructure at the Union Pacific Railroad crossings on Sycamore and Hickory on downtown square; it also includes adding p Description Install 650' of UG mainline cable along Carroll Blvd from Sycamore St to Mulberry StInstall street lighting on Bolivar St & McKinney St around Old Central parking lotInstall new underground cable and conduit and transformer to provide service to new apartment building at 404 IndustrialUpgrade approximately 1,000' of UG cable along McKinney St from Bell Ave west to Oakland St.Replace 2 pad-mounted air insulated switches with sealed switches due to condensation/corrosion.Upgrade approximately 1,000' of 3-ph underground line in the downtown area to new 750MCM cable and 6" conduit due to load growth and age of cable.Project Description West side of Industrial between Hickory and Mulberry. Engineering. Ph. I: Survey, Site testing, Community meetings, Design, Initial fees / permits.Project Description Reconstruct Hickory from Cedar street to Elm streetReconstruct Hickory from Elm street to Locust street Project Description East side of Oakland Street - first drive south of McKinney to Oak StreetSouth side of McKinney at City Hall West between Elm and Cedar ndustrial St Apartments ProjectTitleProjectProjectProject Drainage Project for Upper PEC-4 Phase 3Drainage Project from Downtown Drainage Master PlanQuiet Zones in DowntownCarroll Blvd Feeder ExtensionOld Central Parking Lot Street LightingIMcKinney/Oakland Feeder TieDowntown Area Switch ReplacementDowntown Feeder Upgrade Phase 1Industrial Street Park Street ReconstructionStreet ReconstructionSidewalk improvementsSidewalk improvements Drainage (Engineering) Projects Estimated Cost $4,800,000Electric Projects Estimated Costs $1,165,000Park Project Estimated Cost $1,000,000Streets Project Estimated Cost $241,077Transportation (Sidewalks) Projects Estimated Cost $400,000 Dept.Engin. Engin. Engin. Dept.DMEDMEDMEDMEDMEDME Dept.Parks Dept.StreetsStreets Dept.Trans.Trans. Downtown TIF Project List 10-18-17-ver2 10/19/2017 260,000 $400,000 1,904,6191,096,445 $1, $0 $0 - 32,645 32,645 532,645 $ $ YR 5YR 5YR 5 $0 $0 - 135,728 135,728 135,728 $ $ YR 4YR 4YR 4 $0 $0 - - - $ YR 3YR 3YR 3 $0 $0 96,250 952,376 535,018 281,497 496,725 470,825 1,768,891 1,063,800 5,182,691 11,867,141 $ $ $ $ $ $ $ YR 2YR 2YR 2 - - $50,000 $60,000 $85,000 260,000 $125,000 $400,000 $800,000 $460,000 6,016,077 $1, $ $ Projected CostYR 1Projected CostYR 1Projected CostYR 1 Year Total:Year Total:Year Total: YEAR TOTALS: rovide sidewalk connectivity in parking areas. ImpactTotal Project vs. TIF PortionTotal Project vs. TIF Portion Provides sidewalk in area adjacent to food trailer park.Replace/improve sidewalk on south side of McKinney for business accessProvide sidewalk connectivity in parking areas.PProvides parking capacity for NE area of Square. 86 spaces; improves safety, landscape, pedestrian and aesthetic enhancements to existing parking surface. Project will include enhanced solid waste revetments to keep dumpsters off street in the area. \[Funded\]Resurface of parking lot for CHE and transit area. Safety, pedestrian, aesthetic, and ADA accessible enhancements to existing parking surface.Project: 8,883ft Cost: $3,156,700 TIF: Parkway to Prairie, 2,680ft, $952,376Project: 8,855ft Cost: $2,192,312 TIF: McKinney to Prairie, 2,161ft, $535,018Project: 2,360ft Cost: $294,140 TIF: Carroll to Elm, 1,089ft, $135,728Project: 1,137ft Cost: $404,050 TIF: McKinney to Mulberry, 1,137ft, $281,497Project: 210ft Cost: $32,645 TIF: Wainwright to Industrial, 210ft, $32,645Project: 500ft Cost: $96,250 TIF: Carroll to N. Cedar, 500ft, $96,250Project: 8,883ft Cost: $2,986,750 TIF: Parkway to Prairie, 2,685ft, $496,725Project: 8,855ft Cost: $2,163,000 TIF: McKinney to Prairie, 2,545ft, $470,825 Downtown TIF Area 5-Year CIP Projects PLANNED PROJECTS TOTAL ESTIMATED COSTS FOR YEARS 1 - 5 Austin St east side from McKinney to OakMcKinney south side from Oakland to Austin. Portion 1: Oakland west to driveway McKinney south side from Oakland to Austin, Portion 2: driveway to Austin.Parkway on the south side from Elm to Locust Project Description Reconstruct parking lot located at Cedar Street and McKinney. Approx. 96 current spaces, partial gravel.Resurface parking lot located at Railroad Avenue, McKinney and Hickory; east of CHE. Currently 113 parking spaces.Project Description Replace aging waterlines on Elm Street to increase capacity and improve fire flow, Hwy 380 to Eagle DriveReplace aging waterlines on Locust Street to increase capacity and improve fire flow, Hwy 380 to Eagle DriveReplace aging waterlines on Mulberry Street, Bernard to ElmReplace aging waterlines on Austin Street to increase capacity and improve fire flow, McKinney to Mulberry Project Description Replace/improve wastewater lines on E Sycamore St between Wainwright and IndustrialReplace/improve wastewater lines on Mulberry St between Carroll Blvd and Cedar StReplace/improve wastewater lines on Elm from Eagle to Hickory, then Oak to UniversityReplace/improve wastewater lines on Locust from Eagle to Hickory, then Oak to University ProjectProjectProject Sidewalk improvementsSidewalk improvementsSidewalk improvementsSidewalk improvementsParking LotParking LotElm StreetLocust StreetMulberry StreetAustin StreetSycamore IIIDATCUElm StreetLocust Street aterater Transportation (Parking) Projects Estimated Cost $1,260,000Water Projects Estimated Cost $1,904,619Waste Water Projects Estimated Cost $1,096,445 Trans.Trans.Trans.Trans.Dept.Trans. Trans. Dept.WaterWWWater Dept.Waste WaterWaste WaterWaste WaterWaste Water Downtown TIF Project List 10-18-17-ver2 10/19/2017 700,000 $4,090,000$9,525,000 $ - $30,000 $100,000$200,000$100,000$100,000$500,000 YR 5YR 5YR 5 $ $ 30,000 - $100,000$200,000$700,000$125,000 YR 4YR 4YR 4 $1,000,000 $ $ 125,000 - $100,000$125,000$300,000$120,000$645,000 YR 3YR 3YR 3 $ $ 7,500,000 $ 30,000 $ 7,530,000 - $100,000$125,000$350,000 YR 2YR 2YR 2 $1,100,000$1,675,000 TBD$ $ 750,000 $ 60,000 $ 810,000 TBD $20,000$25,000 700,000700,000 $100,000$125,000$270,000 YR 1YR 1YR 1 $ $ Projected CostProjected CostProjected Cost $ 250,000 $ 750,000 $ 30,000 $ 1,030,000 Year Total:Year Total:Year Total: ImpactsImpacts Requested by County Historical Park Impacts Hickory System and Downtown Laterals SystemContain 100-year storm underground within proposed box culver. Remove properties from floodplain.To accommodate development on Oak St and turn lane on Bell StReplace aging infrastructure, improve reliability, improve aestheticsReplace aging infrastructure and improve reliabilityImprove electric distribution system reliability and flexibilityReplace aging infrastructure, increase circuit capacity, improve reliability.Replace aging infrastructure, increase circuit capacity, improve reliability.Replace aging infrastructure, increase circuit capacity, improve reliability.Replace aging infrastructure, increase circuit capacity, improve reliability.Improve electric distribution system reliability and flexibilityMaintenance of Hickory from Carroll to Cedar.Enhance public safety for Union Pacific Railroad crossings at Sycamore and Hickory on the downtown square, affecting quality of life and economic development in Downtown.Improves mobility for pedestrian and vehicular traffic, aesthetics, and economic development.Contain 100-year storm underground w/in proposed box culvert. Remove properties from floodplain. Proposed 5-Year CIP Projects Downtown TIF Area Description Austin St., McKinney to Mulberry Description Install new lighting at County Historical Park.Description Austin McKinney to Mulberry Hickory System and Downtown Laterals System - This project will help alleviate flooding and conveying collected storm water to the creek in the Downtown area.Replace/upgrade 5 street lights and cable on Oak St east of Bell Ave and on Bell between Oak St & McKinney St.. Replace/upgrade approximately 10,000 feet of street light cable, conduit, and all street lights in the Downtown similar to the recent Hickory St lighting project. Replace 3 additional pad-mounted air insulated switches with sealed switches due to condensation/corrosion.Install automated distribution equipment at select locations to develop smart distribution grid.Upgrade approximately 1,800' of 3-ph underground line in the downtown area to new 750MCM cable and 6" conduit due to load growth and age of cable.Rebuild/upgrade overhead line along Frame St and Oak St behind City Hall East.Rebuild/upgrade overhead line along Sycamore St from Bell Ave to Exposition St.Rebuild/upgrade overhead line along Bolivar St from Congress St to Oak St.McKinney and Eagle substations, McKinney West Line upgradeStreets Department will use O&M money to repair Hickory Street from Carroll to CedarThis project will provide funds to install specific signalization and infrastructure at the Union Pacific Railroad crossings on Sycamore and Hickory on downtown square; it also includes adding pedestrian crossings at these Add a right turn lane at the intersection of N Bell Ave and E McKinney St. as well as sidewalks on East side of Bell and on East Oak St. Removes utility and other poles, improves/creates sidewalks. uiet Zones in Downtown ak and Bell (Right turn lane and rainage Title D Title County Historical Park Lighting Title Hickory Street Maintenance from Carroll to Cedarsidewalk enhancements)Drainage Drainage Project from Downtown Drainage Master PlanOak/Bell Street Light RevisionsStreet Lighting UpgradeDowntown Area Switch ReplacementDowntown Area Distribution AutomationDowntown Feeder Upgrade Phase 2Oak St East RebuildSycamore St East RebuildBolivar St RebuildOffsite ImprovementsQO Proposed Drainage projects in TIF area not in the current 5-year plan - Est. Cost $700,000Proposed Electric projects in TIF area not in the current 5-year plan - Est. Cost $4,090,000Proposed Engineering (CIP) projects in TIF area not in the current 5-year plan - Est. Cost $9,525,000 Dept.DrainageDrainage Dept.DMEDMEDME Dept.Engin.Engin. DMEDMEDMEDMEDMEDMEDMEEngin.Engin. Downtown TIF Project List 10-18-17-ver2 10/19/2017 6,250,000 2,286,500 $ $ - - YR 5YR 5YR 5 $ $ - 138,000138,000 $900,000 YR 4YR 4YR 4 7,920,000 $ $ $ $ 138,000 138,000600,000 YR 3YR 3YR 3 6,000,000 6,000,000 $ $ $ $ $ TBD 225,000138,000 225,000138,000 YR 2YR 2YR 2 $ $ $ $ 25,000 25,000 700,000 172,500763,152 1,000,000 YR 1YR 1YR 1 1,872,500 $ $ $ $ $ Projected CostProjected CostProjected Cost Year Total: *Year Total: *Depending on truck purchase, estimated total for year one & project total could be $300,000 less. Impacts Restores historically significant structure in downtown. Impacts to tourism, entertainments, and cultural scene in Denton.ImpactsImpacts provides for a new municipal complex that consolidates all administrative functions on a single campus.Removes dumpsters from street encouraging complete streets and improving vehicular & pedestrian safety. Removes dumpsters from street encouraging complete streets and improving vehicular & pedestrian safety. Removes dumpsters from street encouraging complete streets and improving vehicular & pedestrian safety. Removes dumpsters from street encouraging complete streets and improving vehicular & pedestrian safety. Update two "mid-cycle" trucks to reduce risk of loss of service with only one truck due to mechanical failures.Purchase two new trucks to reduce risk of loss of service with only one truck due to mechanical failures.Improved pedestrian accessibility including the restriction of vehicle access in the 100 block of Walnut St.Enhances parking capacity for downtown retail and entrainment district east of Square, additional parking for the municipal complex to include; Civic Center, City Hall and Quakertown Park. 360 spaces.Enhanced parking for Hickory/Industrial/Oak entertainment area, Civic Center, City Hall and Quakertown Park. Approximately 180 parking stalls if reconstructed as surface lot, approximately 360 if parking structure (120/level). Safety, landscape, pedestrian and aesthetic enhancements to existing parking surface. Proposed 5-Year CIP Projects Downtown TIF Area etrofit collection truck with necessary equipment to access etrofit collection truck with necessary equipment to access Description Design and rehabilitation of City hall WestDesign and construct a new Main City Hall Description underground refuse container.Runderground refuse container.Description Structured parking lot located at McKinney, Oakland, and Oak Install underground refuse on muse street around the Square. Walnut St: 5 dumpsters at $34,500 per unit. ($14,500 per assembled unit, $20,000 each to install.)Install underground refuse on muse street around the Square. Cedar St: 4 dumpsters at $34,500 per unit. ($14,500 per assembled unit, $20,000 each to install.)Install underground refuse on muse street around the Square. Pecan St: 4 dumpsters at $34,500 per unit. ($14,500 per assembled unit, $20,000 each to install.)Install underground refuse on muse street around the Square. Austin St: 4 dumpsters at $34,500 per unit. ($14,500 per assembled unit, $20,000 each to install.)RUpdate municipal utilities, replace existing roadway including 16' sidewalks for complete street, consider permanent or limited street closure.Reconstruct surface parking lot located at McKinney, Oakland and Oak. Currently 125 parking spaces, partial gravel. TitleTitle Underground Refuse on Cedar St.Title Parking Lot, Option A City Hall WestMain City HallUnderground Refuse on Walnut St.Underground Refuse on Pecan St.Underground Refuse on Austin St.Retrofit Existing TruckRetrofit New TruckWalnut St. ImprovementsParking Lot, Option B Proposed Facilities projects in TIF area not in the current 5-year plan - Est. Cost $6,250,000Proposed Solid Waste projects in TIF area not in the current 5-year plan - Est. Cost $2,286,500Proposed Transportation projects in TIF area not in the current 5-year plan - Est. Cost $12,233,152 Dept.Facil.Facil.Dept.Solid WasteSolid WasteSolid Waste Dept.Trans.Trans. Solid WasteSolid WasteSolid WasteTrans. Downtown TIF Project List 10-18-17-ver2 10/19/2017 12,233,152 $ 50,000 410,000 940,000 240,000120,000 $ $ $ $ $ 50,000 240,000120,000 9,230,000 10,493,000 $ $ $ $ $ 50,000 240,000120,000 1,010,000 15,323,000 $ $ $ $ $ 50,000 410,000 240,000120,000 3,258,000 $ $ $ $ $ 50,000 240,000120,000 1,173,152 5,070,652 $ $ $ $ $ $ 35,084,652 Year Total: YEAR TOTALS: Creates sidewalk connectivity in downtown to create walkable location. Est. overall cost: $1,118,827Creates accessible pathways in downtown. Est. overall cost: $586,448Creates sidewalk connectivity in downtown to create walkable location. Est. overall cost: $250,000 Proposed 5-Year CIP Projects Downtown TIF Area PROPOSED PROJECTS TOTAL ESTIMATED COSTS FOR YEARS 1 - 5 Fills in sidewalk gaps Replaces or updates ADA rampsReplacement of existing sidewalks * Uses a standard 5' sidewalk with no enhancements (e.g. tree wells, brick pavers) New Sidewalk (gap filling)*ADA ramp replacementSidewalk replacement Trans. Trans.Trans. Downtown TIF Project List 10-18-17-ver2 -- 228,000 TOTAL 2,300,000 1,162,9432,528,000 17,780,501 17,780,501 16,415,444 $ $ $ $ $ $ --- 7,285,884 1,000,000 1,000,000 10,129,559 10,129,559 16,415,444 Projected 2032-2041 TEN YEARS $ $ $ $ $ $ -- - 2,296,868 5,989,016 5,989,016 1,000,000 1,000,000 7,285,884 Projected 2022-2031 TEN YEARS $ $ $ $ $ $ --- 452,469 452,469 100,000 100,000 1,944,399 2,296,868 Projected FY 2020-21 $ $ $ $ $ $ -- 76,000 426,858 426,858 100,000 176,000 1,693,541 1,944,399 Projected FY 2019-20 $ $ $ $ $ $ -- CITY OF DENTON 76,000 402,696 402,696 100,000 176,000 1,466,845 1,693,541 Projected FY 2018-19 $ $ $ $ $ $ --- DOWNTOWN TAX INCREMENT REINVESTMENT ZONE (TIRZ) 76,000 76,000 379,902 379,902 1,162,943 1,466,845 Estimate FINANCIAL FORECAST - SCENARIO A (CURRENT CONTRIBUTION RATE)FY 2017-18 $ $ $ $ $ $ Beginning Fund Balance Revenues:Property Taxes plus Interest Income Total Revenue Expenditures:Railyard 380 AgreementDowntown Reinvestment Grants ProgramCash Funded ProjectsDebt Service Total ExpendituresEnding Fund BalanceAssumptions:1. Current TIRZ contribution rate of 90% of base year in FY 2022 and 85% of base year in FY 2032.2. Revenue growth @ 4% at current tax rate of $0.637886 per $100 of valuation.3. Option to annually cash fund projects or issue $9 million of debt in FY 2019-20. -- 228,000 TOTAL 2,300,000 1,162,9432,528,000 12,611,336 12,611,336 11,246,279 $ $ $ $ $ $ --- 6,287,715 5,958,564 5,958,564 1,000,000 1,000,000 11,246,279 Projected 2032-2041 TEN YEARS $ $ $ $ $ $ -- - 2,296,868 4,990,847 4,990,847 1,000,000 1,000,000 6,287,715 Projected 2022-2031 TEN YEARS $ $ $ $ $ $ --- 452,469 452,469 100,000 100,000 1,944,399 2,296,868 Projected FY 2020-21 $ $ $ $ $ $ -- 76,000 426,858 426,858 100,000 176,000 1,693,541 1,944,399 Projected FY 2019-20 $ $ $ $ $ $ -- CITY OF DENTON 76,000 402,696 402,696 100,000 176,000 1,466,845 1,693,541 Projected FY 2018-19 $ $ $ $ $ $ --- DOWNTOWN TAX INCREMENT REINVESTMENT ZONE (TIRZ) 76,000 76,000 379,902 379,902 1,162,943 1,466,845 Estimate FINANCIAL FORECAST - SCENARIO B (REDUCED CONTRIBUTION RATE)FY 2017-18 $ $ $ $ $ $ Beginning Fund Balance Revenues:Property Taxes plus Interest Income Total Revenue Expenditures:Railyard 380 AgreementDowntown Reinvestment Grants ProgramCash Funded ProjectsDebt Service Total ExpendituresEnding Fund BalanceAssumptions:1. Reduced TIRZ contribution rate to 75% of base year in FY 2022 and 50% of base year in FY 2032 2. Revenue growth @ 4% at current tax rate of $0.637886 per $100 of valuation.3. Option to annually cash fund projects or issue $7 million of debt in FY 2019-20. $8,000.00$5,000.00$7,000.00$6,500.00$5,000.00$1,500.00$3,000.00 $15,000.00$10,000.00$25,000.00$50,000.00$13,000.00$10,000.00$15,000.00$15,000.00$76,435.00$25,000.00$31,500.00 $ 2,360 $ 7,235 $ 5,700 $ 10,000 $ 25,000 $ 15,000 $ 52,360 $ 10,000 Amt. Granted Building Description McKinney & AustinIndustrial Street TownhomesChestnut Tree Tea RoomHickory & Industrial(Additional funds were found this year for projects)Hickory Street LoftsUNT on the SquareFormer Gamble Insurance BldBlack Box Theatre/DRCAndaman Thai RestaurantLove Shack BurgersCongress CenterS. Locust ApartmentsCampus Barbers in Hickory St. LoftsBuilding owner/WarehouseOld Schmitz BuildingMellow Mushroom/Bus. ownerCartwright's Ranch HouseBuilding owner/Hoochie'sHoochie's Oyster BarTexas Building(Maximum grant amount reduced to $25,000)Beth Marie's/Mad World Address 118 E. McKinney215 Mulberry107 W. Hickory210-214 E. Hickory311 E. Hickory109 N. Elm102 N. Locust314 E. Hickory221 E. Hickory113 E. Hickory603 N. Locust315 S. Locust311 E. Hickory217 E. Hickory207 N. Elm217 E. Hickory111 N. Elm207 N. Bell207 N. Bell100 W. Oak117-119 W. Hickory Owner Sparky PearsonPartners/ Pat Lenaburg/JayThomasKen TippieAlen Payne/Lee RamseyBrandon MartinoVirginia HamiltonChi DaoDenton Record ChronicleElk River/Sparky PearsonTim LoveBrandon MartinoMartha & Monte JensenBryan Korba Applicant Elk RiverDSC TownhomesKen TippieARG E. Hickory Partners Totals Vibe InvestmentsKen TippieChi Dao Totals Denton Comm. TheatreK Boonumpaichaiyakul Totals Love BS #3Suda BhagwatBecky & Vince KingVibe InvestmentsBrandon MartinoEd CanadaDenton Dough CompanyJohn Cartwright Totals Joe NorthernSam SaulsJDFIU Texas Bld LLC Totals Robert Moses 2007-08 2008-092009-102010-112011-12 2012-2013 DOWNTOWN REINVESTMENT GRANT PROGRAM $5,000.00$5,000.00 $5,000.00$5,000.00$4,900.00$5,000.00$5,000.00 $10,000.00$10,000.00$33,000.00 $10,000.00$25,000.00$25,000.00$10,000.00$25,000.00$10,000.00$10,000.00$30,000.00$21,000.00$25,000.00$25,000.00$25,000.00$25,000.00 $109,900.00$121,000.00 $517,195.00 Amt. Granted Building Description Mulberry Street CantinaLone Star Attitude BurgersRusty TacoStorrie BuildingRadio Building/Hypnotic DonutOld First United BankBarney's Auto SupplyScripture BuildingSweetwater GrillWest Oak Coffee BarHoochie'sThomas's Ethan AllenDan's SilverleafFormer Douglas AntiquesFormer Ruby's DinerFormer BanterThomas' Ethan AllenFormer Purvis BearingHyper Head/ SanfordCarol's DraperiesMonroe-Pearson Address 110 W. Mulberry113 W. Hickory210 E. Hickory211 E. Hickory235 W. Hickory321 W. Hickory331 E. Hickory123 N. Elm115 S. Elm114 W. Oak214 E. Hickory200 W. Oak103 Industrial119 N. Elm111 N. Elm219 W. Oak200 W. Oak200 E. McKinney221 S. Bell112 W. Oak421 E. Oak Grand Totals Owner Sparky PearsonBryan KorbaBrandon MartinoJohn LenzRyan Reid-business/ NMV Property-buildingMatt FisherSam Solomon-business/VOW bldCraig and Bill ThomasDan Mojica-business/Massey Trust-bldColin Greunwold/Bill EnnisJohn Cartwright/PBR investmentsMcKinzey Smith-bus/Bill Ennis-bldJimmy Tritt-bus/Craig Thomas-bldSeth Morgan-bus/Fred RyanBobby Mullins-bus/Joe Northern and Randy Smith-bld Applicant Jeff Doyle/Spencer MacFarlingElk RiverConner CupitRob Storrie Totals JDFIU Radio, LLCRLB InvestmentsHarvest HouseScott BrownSweetwaterWest Oak Coffee BarHoochie's SeafoodThomas' Ethan Allen Totals Loafing Shed ManagementPalm Tree BoutiqueCartwright's Ranch House940's Restaurant Totals No grants givenJT Clothier'sDenton Brewing CompanyArmadillo Aleworks112 W. OakMonroe-Pearson Totals Not completed/pending payment or final approval 2013-2014 2014-2015 2015-20162016-2017 DOWNTOWN REINVESTMENT GRANT PROGRAM DOWNTOWN PLANNING & DOWNTOWN TIF: HISTORY AND PROGRESS 2 2010 Downtown TIF 2010 Downtown Implementation Plan 2005 Project Study Downtown Catalyst Plan 2003 Downtown Master TIMELINE 3 Citizen workshop to seek input for the Downtown Master Plan, May 2002 4 the and residents/tenants within ) Associates and TIP Strategies) 18, 2003 on May 11, 2003)on May Calthorpe door in the Downtown core; public notices published in the - to - Chronicle Chronicle -- Fregonese ADOPTED 2003 notification mailed to all property owners Denton RecordDenton Record ($112,000 to for workshops on April 28 and June 29, 2002 on June 3, 2003 (courtesy Chronicle - case development of the Downtown area - by Chronicle - - public hearing Denton Record adopted 1999 Comprehensive Plan - Workshop invitations sent to 40 stakeholders on April 23 and June 24, 2002Ads in Workshops held on May 2, 3, and July 8, 2002Planning and Zoning Commission work sessions on December 4, 2002; February 12 and 26, 2003; and March 12, 2003Public forum on April 30, 2003 (announcements were delivered door Denton Record Planning and Zoning Commission public hearing on May 14, 2003 (courtesy notification mailed to all property owners within theDowntown Plan study area; notice published in the City Council Downtown Plan study area; notice published in the Commissioned by the Planning Department as the fourth in a series of small area plans designed to support the CouncilA framework of recommendations on future land use, transportation, and public improvements to assist with decision making and caseStakeholder/public involvement: DOWNTOWN MASTER PLAN 5 ) and ongoing 2003 Centers (beginning ADOPTED 2003 ) education (beginning 2003 and ongoing Corner kiosks with merchant lists and maps (2003)Visitor guides: updated quarterly and distributed through the CVB and Texas Travel Historic walking brochure (2005)Complete streets on the face of the Square, E. Hickory* (2015), and Cedar** (2008)Better pedestrian signageParking lot signs (2003)Downtown parking map (2005)Merchant Added ~500 parking spaces (beginning 2014 and ongoing)Shared parking agreementsScouting future sites for lotsParking structure DOWNTOWN MASTER PLAN WalkingParking 6 ADOPTED 2003 Cedar) communications oriented development (2016) - face of the Square, E. Hickory, and Euline Brock Downtown Transit Center (2011)The Railyard transitBusiness assistance/retentionLeasing/purchasing assistanceBuilding rehabilitation and preservation assistanceAssist with CIP (Track investment/jobsGrow Downtown residency (more than 2,000 residents within ½ mile of the Square)Downtown Reinvestment Grant (beginning 2007 and ongoing)Night lifeHotel/conference center DOWNTOWN MASTER PLAN TransitEconomic Development 7 ) ADOPTED 2003 plantings (beginning 2003 and ongoing Sidewalk café seating (still need ordinance)Sandwich board signs (2003)Patios (2003)Balconies/awningsPhase 1 public improvements (undergrounding utilities)*Phase I1 public improvements (accessibility improvements)*Streetscape/trashcans (2011)Regular cleaning schedule for streets and Consolidated Dumpsters on back streets (2011)**Added commercial recycling (2004)Austin, Walnut, and Pecan streetscapesParking lots/structures (public parking lots have been added, but not a parking structure) DOWNTOWN MASTER PLAN Sidewalk UsePublic Investment 8 ) and ongoing ) ADOPTED 2003 (beginning 2010 Show and ongoing ) 2012 and ongoing 2015 Market (beginning 5K (beginning Downtown wayfinding signage (contract issued 2017, Phase I installation to begin soon)Citywide system (signage outside Downtown directing people how to get there. Phase II to begin in 2018)Denton Community Denton Master Gardeners Flower and Veggie Turkey Trot Merchant events DOWNTOWN MASTER PLAN Signage & Wayfinding 9 ADOPTED 2003 ) purchased in 2016) parking (beginning 2014 and ongoing Downtown TIF (2011)Transit (2011)Additional Pocket park on Industrial Street (land Fountain/water feature (planned for Industrial Street Park) term Improvements - DOWNTOWN MASTER PLAN Long 10 NE corner of Oak & Carroll, late 2004 IN 2004 NE corner of Oak & Carroll, early 2004 DOWNTOWN 11 COMPLETED 2005 ) and community meeting (25 attendees) on June 22, 2005 (50 attendees RTKL met with the Downtown Task Force on May 11, June 8 and 23, and August 4, 2005Focus group discussions Presentation made to Mayor/Council Breakfast on August 25, 2005 that would be capable of becoming viable developments and would spur subsequent surrounding redevelopment($138,500 to RTKL and Leland Consulting Group)Intended to support certain aspects of the Downtown Master Plan, in particular establishment of the Downtown TIF and increasing the number of downtown residentsStakeholder/public involvement: DOWNTOWN CATALYST PROJECT STUDY 12 COMPLETED 2005 E level service uses between McKinney, Oak, Austin, and Bell - oriented infill development with shared parking garage between McKinney, Bell, Hickory, and the commuter rail use office infill between Oak and Hickory from Carroll to Cedar along with shared parking use infill adjacent to the Wells Fargo tower with new shared garage; existing garage removed to make way for - - - A: TransitB: Mixedretail and motor bank with loft spaceC: Pocket park with new surrounding development to define northern gateway into Denton, including adaptive reuse of existing buildings (City Hall West)D: MixedE: Residential infill with ground The report identified the following projects:Council consensus at the time was to proceed with B, C, and DOWNTOWN CATALYST PROJECT STUDY 13 occur (2005) ) COMPLETED 2005 and ongoing impact (2005) 2005 Prepare menu of public/private funding mechanisms for infrastructure and Confirm and grow targeted areas for infill and redevelopment (beginning Identify positions within the City and support organizations where project coordination could Establish a set of criteria for infill and redevelopment projectsAnalyze reduction and/or waiver of development fees and program rewards for past investmentChoose three projects (2005)Establish TIF district (2011)Run economicsPackage and marketStreamline the development process DOWNTOWN CATALYST PROJECT STUDY Next StepsImplementation 14 COMPLETED 2005 between McKinney, Bell, Hickory, and the commuter rail with shared parking garage ) space level service uses between McKinney, Oak, Austin, and Bell - development oriented infill use office infill between Oak and Hickory from Carroll to Cedar along with shared parking use infill adjacent to the Wells Fargo tower with new shared garage; existing garage removed to make way for - - - Mixed Pocket park with new surrounding development to define northern gateway into Denton, including adaptive reuse of Mixed Residential infill with ground A: TransitB: retail and motor bank with loft C: existing buildings (City Hall WestD: E: DOWNTOWN CATALYST PROJECT STUDY Catalyst Projects 15 late 2010 NW corner of E. Hickory and Oakland, DOWNTOWN IN 2010 NW corner of E. Hickory and Oakland, early 2010 16 APPROVED 2010 Melton, and RCLCO) - : Downtown Task Force served as Steering CommitteeStakeholder interviews (60) and online questionnaire (130 responses)Public meetings on December 14, 2009 (45 attendees) and March 10, 2010 (75 attendees)Planning and Zoning Commission public hearing on July 28, 2010 Commissioned by the Planning Department Developed in anticipation of the Downtown Transit Center and to address issues raised by the Downtown business community, the DTIP addresses land use, parking, parks/recreation/open space, architecture design, and linkages/streetsStakeholder/public involvement DOWNTOWN IMPLEMENTATION PLAN (DTIP) 17 APPROVED 2010 DOWNTOWN IMPLEMENTATION PLAN (DTIP) 18 issued, Phase I installation to APPROVED 2010 (wayfinding signage contract parking (beginning 2014 and ongoing) ) Create Downtown TIF (2011)Implement E. Hickory Grand Street project (2015)Enlarge public parking lots Pursue NCTCOG Sustainable Development funding and grants (program was eliminated)Adopt Form Based Code (FBC draft being reviewed as part of the Denton Development Code update)Create and implement wayfinding signage network for begin soonScreen all trash containers in the Square districtCreate Downtown Development CorporationCreate Downtown Parking Management Authority DOWNTOWN IMPLEMENTATION PLAN (DTIP) Recommended for Completion Within 3 Years of Plan Approval (by August 2013) 19 APPROVED 2010 ) ongoing and 2010 proportions (beginning projects (2015) action street and mobility itemslieu of spaces parking program -- in - street parking (2015) - partite architectural - action parking - Formally adopt DTIP (2010)Follow triAdopt DTIP street standards for Downtown (2015)Adopt DTIP bicycle standards for Downtown (2015)Increase onConduct solid waste pilot program (2011)Implement preferred solid waste plan (2011)EarlyImplement earlyEstablish cash DOWNTOWN IMPLEMENTATION PLAN (DTIP) Recommended for Completion Within 5 Years of Plan Approval (by August 2015) 20 ) and ongoing 2012 APPROVED 2010 Center (beginning standards venues parking program - and fine arts Implement bicycle lanes on Oak and Hickory for access to Downtown Transit Implement bicycle signage program DowntownIncorporate DTIP bicycle standards into City of Denton systems and standards (Bike Plan) (2013)Establish a broad Downtown waste recycling program (2003)Add music Modify City Mobility Plan to include Downtown street Create a series of urban spaces: pocket parks, neighborhood parks, wide pedestrian sidewalksImplement Quakertown Park Master PlanEstablish LEED rating goal for all new developmentImplement mews streets program for parking, safety, and solid waste removalConduct traffic studies for specific intersection designsEstablish shared DOWNTOWN IMPLEMENTATION PLAN (DTIP) Recommended for Completion Within 10 Years of Plan Approval (by August 2020) 21 ADOPTED 2010 the Downtown Master Plan, the Downtown Catalyst Project Study, and the Downtown ($34,265 to Schrader & Cline, LLC) Plan, the Downtown TIF was presented and discussed as part of the public engagement related to all those As a recommendation under Implementation plansEconomic Development Partnership Board discussed the Downtown TIF at its August and November 2010 meetingsCouncil approved the Notice of Intent resolution on August 3, 2010; discussed the Downtown TIF at its October 19 and November 16, 2010 meetings; and held a public hearing on December 7, 2010 Commissioned by the Economic Development Department to establish a Downtown TIF per the recommendations of the Downtown Master Plan, the Downtown Catalyst Project Study, and the Downtown Implementation PlanA tool used to publicly finance infrastructure and other types of improvements within a defined area to stimulate private development and redevelopment.Stakeholder/public involvement: DOWNTOWN TIF 22 ADOPTED 2010 DOWNTOWN TIF 23 .) runoff) oriented - transit development) year term, the adopted - development , loans, and services for public and private oriented grants - physical provisions to accommodate and regulate stormwater garages, surface parking, parking lighting or signage, wayfinding, $4.9 million ( sidewalks, bus or bicycle lanes, bike racks, crosswalks, pedestrian lighting, etc $4 million ( -- -- ADOPTED 2010 $8 million ( -- $7.9 million ( -- $24.8 million -- $380,000 Chapter 380 grant to The Railyard transit Parking/Transportation development)Complete Streets Support for Downtown ProjectsUtility/Drainage Improvements Estimated total assessed value for 2017 is $158 million; the Finance Plan estimated $145.5 millionActual TIRZ tax revenue through 2016 is $1.29 million; the Finance Plan estimated $749,000 To allow future City Councils maximum flexibility in how TIF funds are spent over the 30Project Plan was intentionally broad.The Downtown TIF Fund is exceeding the projections set forth in the adopted Finance Plan: DOWNTOWN TIF Project Plan 24 ADOPTED 2010 DOWNTOWN TIF 25 E. Hickory looking west, 2015 E. Hickory looking west, 2012 DOWNTOWN EVOLUTION E. Hickory looking west, 1970s 2017 24, Economic Development Oct. – Downtown TIF Update Caroline Booth on options regarding the Present requested information and seek directions Downtown TIF / 11 Objective: 2 . improvement projects full capital improvement capital represent a projects are $11.9 million and total years. projects projects are $35 million planned . capital improvement projects for the next five years within proposed Zone capital improvement projects that could be done within the planned the request and worked with the departments to develop a list of Downtown TIF : Development staff worked with several City departments to compile proposed directed staff to gather information on for the Economic information on the Downtown TIF Staff expanded additional Downtown TIF Zone in the next five Together, the planned and proposed plan Council within the Downtown TIF Zone. Total estimated costs for the estimated costs for the / 11 Background 3 projects to three stakeholder planned . projects were shared with the stakeholder Proposed consistent in placing parking projects first, sidewalk projects : presented the information on the Staff groups (Economic Development Partnership Board, Downtown Task Force, and the Denton Mainstreet Association Board) to solicit their input on project prioritization. groups via email. Feedback was second, and street light projects third / 11 Background 4 . staff to look into whether the Council directed Downtown Reinvestment Grant Program could be funded using TIF funds Downtown Reinvestment Grant Program reimburses capital expenditures up to $25,000 for redevelopment, improvement, and/or historic preservation in the Downtown Implementation Plan (DTIP) areaTIF funds may be used to fund this grant program, but only within the Downtown TIF zone as opposed to the current program boundary of the DTIP area / 11 Background: 5 TIF and DTIP Boundaries / 11 Background: 6 Actual tax revenue into Downtown TIF: $1,313,757Estimated fund balance: $1,161,757 As of Sept. 30, 2017: / 11 Fiscal Information: 7 of million the use $11.2 projects The Finance Department developed two financial forecast scenarios for the Downtown TIF Fund:Scenario A assumes the current contribution rate and shows the use of funds for the 380 Agreement, annual funding of the Downtown Reinvestment Grant program, and $16.4 million available for capital improvements projectsScenario B assumes a reduced contribution rate of 75% of base year in 2022 and 50% of base year in 2032 and shows funds for the 380 Agreement, annual funding of the Downtown Reinvestment Grant program, and available for capital improvements / 11 Fiscal Information: 8 capital improvement capital improvement planned proposed $11.9 million in projects for the next 5 years within the Downtown TIF zone$35 million in projects for the next 5 years within the Downtown TIF ZoneScenario A estimates that $9.0 million in debt proceeds could be funded in 2020 and paid by annual Downtown TIF revenues, while Scenario B estimates $7.0 million in debt proceeds in 2020 / 11 Key Points: 9 eligible ) identify Terminate the Downtown TIF and allow fund balance to revert to the General FundPreserve the Downtown TIF under the existing Project and Finance/Feasibility Plans, projects for immediate use of the funds; cash or debt funding for projects (Scenario AChange the terms of the Downtown TIF to alter its length or the percentage of the tax increment dedicated to the fund (Scenario B) / 11 Options: 10 Caroline Booth Seeking direction on the preferred option to move forward / 11 Direction: 11 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-1278,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding the initial report from Enterprise Risk Consulting regarding the Resource Planning and Power Supply Strategy for Denton Municipal Electric. City of DentonPage 1 of 1Printed on 10/20/2017 powered by Legistar™ City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Denton Municipal Electric CM/ DCM/ ACM: Bryan Langley DATE: October 24, 2017 SUBJECT Receive a report, hold a discussion, and give staff direction regarding the Resource Planning and Power Supply Strategy prepared by Enterprise Risk Consulting for Denton Municipal Electric. BACKGROUND Staff executed a professional services agreement with the independent firm of Enterprise Risk Consulting revised long-term power supply strategy. ERC, a professional firm who specializes in trading and risk management consulting services, has staff who have substantial experience in trading and energy economics. ERC project staff has served in senior roles in the energy industry, the financial services industry, and academia. industry makes them well-qualified to perform the update -term power supply strategy plan. The immediate focus for the consulting project was to enable the efficient operation of the Denton Energy Center (DEC) by the target completion date in the summer of 2018, and to meet - term goal of 70% renewable energy by 2019. The long range plan ortfolio of renewable resources and ability to manage a power supply portfolio approaching 100% renewable energy. The purpose of this item is for ERC to present their recommended resource plan. This incorporates the addition of the Denton Energy Center to our power supply portfolio. Targets have been developed for cquisition of a diversified set of power purchase agreements from renewable energy resources. Larry G. Lawrence, President, and Neil McAndrews, Senior Principal, of ERC will present the attached presentation during the work session. ERC has also been engaged to complete a second phase of work to 1) develop a Power Supply Hedge Strategy and 2) implement a Risk Management process. This work will be finished in early 2018, and it will be presented to the PUB and City Council once complete. PRIOR ACTION/REVIEW (Council, Boards, Commissions) An initial Resource Planning and Power Supply strategy was presented to the Public Utilities Board on September 11, 2017, and the City Council on September 19, 2017. STRATEGIC PLAN RELATIONSHIP -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. Agenda Information Sheet 2. Resource Planning and Power Supply Strategy Report 3. Presentation Respectfully submitted: Bryan Langley Deputy City Manager Figure 13: Implied Heat Rate and Load Relationship Changes in the Resource Price Stack ERCOT Bid Stack with Natural Gas Price = $4.50/MMBTu 90 80 70 60 50 40 30 20 10 0 020,00040,00060,00080,000100,000 Cumulative Capacity (MW) SolarWindHydroNuclearNatural GasCoal Changes in the Resource Price Stack ERCOT Bid Stack with Natural Gas Price = $2.50/MMBTu 70 60 50 40 30 20 10 0 020,00040,00060,00080,000100,000 Cumulative Capacity (MW) SolarWindHydroNuclearNatural GasCoal Natural gas trade trillion cubic feet billion cubic feet per day 2016 22 8 historyprojections 6 166 liquefied natural gas (LNG) exports 4 10 pipeline exports to 22 Canada 5 Mexico 0 0 pipeline imports from -5 -2-2 Canada -10 -4 LNG imports -16 -6-6 1980199020002010202020302040 Natural gas consumptionNatural gas production trillion cubic feetbillion cubic feet per day 2016 2016 60 60 160 High Oil and Gas historyprojections historyprojections Resource and 140 Technology 50 50 High Oil Price 120 High Economic 40 40 Growth 100 Reference Low Economic 30 30 80 Growth Low Oil Price 60 20 20 Low Oil and Gas Resource and 40 Technology 10 10 20 00 0 1980200020202040 1980200020202040 Figure 52: CRR Auction Revenue, Payments and Congestion Rent 2016 Auction Revenue: $320 milion Payment to CRR Owners: $369 milion Congestion Rent: $408 million 2015 Auction Revenue: $346 milion Payment to CRR Owners: $258 milion Congestion Rent: $300 million Figure 65: Wind Production and Curtailment Figure 53: CRR Shortfalls and Derations Figure 27: Volume of Day-Ahead Market Activity by Hour Figure 28: Point-to-Point Obligation Charges and Revenues $ Millions 201420152016 Day-Ahead Charge$399$241$364 Real-Time Revenue$525$280$437 Figure 67: Historic Average Wind Speed 1 Enterprise Risk Consulting, LLC Denton © 2017 Enterprise Risk Consulting, LLC risk.com - www.enterprise 2017 23, Denton Renewable Resource Plan Presented to:Public Utilities Board of the City of October The Denton City CouncilOctober 24, 2017Larry G. Lawrence, PresidentNeil McAndrews, Senior Principal October 23, 2017 2 © 2017 Enterprise Risk Consulting, LLC Presentation Outline October 23, 2017 3 © 2017 Enterprise Risk Consulting, LLC Planning Goals October 23, 2017 4 © 2017 Enterprise Risk Consulting, LLC DATA & EVALUATION FACTORS October 23, 2017 5 © 2017 Enterprise Risk Consulting, LLC Data Sources and Inputs October 23, 2017 6 Dispatch Cost ($/MWh) © 2017 Enterprise Risk Consulting, LLC Resource Price Stack à Dispatch Cost ($/MWh) ERCOT October 23, 2017 7 © 2017 Enterprise Risk Consulting, LLC ERCOT Data October 23, 2017 8 © 2017 Enterprise Risk Consulting, LLC Market Data October 23, 2017 9 © 2017 Enterprise Risk Consulting, LLC Natural Gas Price Projections October 23, 2017 10 © 2017 Enterprise Risk Consulting, LLC Evaluation Factors October 23, 2017 11 © 2017 Enterprise Risk Consulting, LLC Supply Gap Analysis October 23, 2017 12 RFP Results à © 2017 Enterprise Risk Consulting, LLC Renewable Supply Alternatives October 23, 2017 13 © 2017 Enterprise Risk Consulting, LLC Least Cost Comparison October 23, 2017 14 © 2017 Enterprise Risk Consulting, LLC Production vs. Load Profiles: Daily October 23, 2017 15 Seasonal (Summer) © 2017 Enterprise Risk Consulting, LLC Production vs. Load Profiles: October 23, 2017 16 Seasonal (Spring) © 2017 Enterprise Risk Consulting, LLC Production vs. Load Profiles: October 23, 2017 17 © 2017 Enterprise Risk Consulting, LLC Wind Location October 23, 2017 18 © 2017 Enterprise Risk Consulting, LLC Solar Location October 23, 2017 19 © 2017 Enterprise Risk Consulting, LLC Other Location Considerations October 23, 2017 20 © 2017 Enterprise Risk Consulting, LLC SUPPLY PORTFOLIO MODELING October 23, 2017 21 © 2017 Enterprise Risk Consulting, LLC Portfolio Modeling Variables October 23, 2017 22 © 2017 Enterprise Risk Consulting, LLC ANALYSIS SUMMARY October 23, 2017 23 © 2017 Enterprise Risk Consulting, LLC ERCOT and the Role of ÅFirmingÆ October 23, 2017 24 © 2017 Enterprise Risk Consulting, LLC The DEC October 23, 2017 25 © 2017 Enterprise Risk Consulting, LLC The DEC October 23, 2017 26 © 2017 Enterprise Risk Consulting, LLC Natural Gas Price Projections October 23, 2017 27 © 2017 Enterprise Risk Consulting, LLC Benefits of the Denton Renewable Portfolio ($000s)October 23, 2017 28 © 2017 Enterprise Risk Consulting, LLC Renewable Resource Selection Considerations October 23, 2017 29 © 2017 Enterprise Risk Consulting, LLC Renewable Resource Selection Considerations (cont.)October 23, 2017 30 © 2017 Enterprise Risk Consulting, LLC Risk Considerations October 23, 2017 31 © 2017 Enterprise Risk Consulting, LLC Overshooting the Targets?October 23, 2017 32 © 2017 Enterprise Risk Consulting, LLC Gradual Adoption Path October 23, 2017 33 © 2017 Enterprise Risk Consulting, LLC Early Adoption Path October 23, 2017 34 © 2017 Enterprise Risk Consulting, LLC Early Adoption Counting Whitetail October 23, 2017 35 © 2017 Enterprise Risk Consulting, LLC Other Considerations October 23, 2017 36 © 2017 Enterprise Risk Consulting, LLC REQUIREMENTS RECOMMENDATIONS & DECISION October 23, 2017 37 © 2017 Enterprise Risk Consulting, LLC Recommendations October 23, 2017 38 © 2017 Enterprise Risk Consulting, LLC ¼ Decisions October 23, 2017 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-1407,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding an overview and options for gas well inspections performed under the City’s regulatory authority. City of DentonPage 1 of 1Printed on 10/20/2017 powered by Legistar™ City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Utilities CM/ DCM/ ACM: Mario Canizares DATE: October 24, 2017 SUBJECT Receive a report, hold a discussion, and give staff direction regarding an overview and options for gas well BACKGROUND Staff has two primary objectives for this work session item and presentation to City Council: 1. Provide a high-level overview of regulatory agencies for gas well drilling and production and 2. Review a recommended service provision option for assistance with inspection activities DISCUSSION 1) Regulatory Agencies By way of background, and to set parameters for the second objective for a service level discussion, staff will provide a breakdown of regulatory authority over gas well drilling and production activities. Below is a breakdown between state and local regulatory authority under HB 40 which was approved by the State legislature in May 2015. STATE LOCAL Oil and Gas Operation Activities, including: Aboveground Surface Activities, including: 1. Exploration, development, production, 1. Fire and emergency response processing, and transportation of oil & gas 2. Drilling 2. Traffic 3. Hydraulic fracturing 3. Lights 4. Completion 4. Noise 5. Maintenance 5. Imposing Notice 6. Reworking 6. Reasonable setback requirements 7. Recompletion 7. Other aboveground activities, such as inspecting for air and water emissions. Any irregularities would be reported to the appropriate agency. 8. Disposal 9. Plugging and abandonment 10. Secondary or tertiary recovery 11. Remediation activities In addition, under HB 40, local government regulations must meet all of the following 4 factors: 1) are limited to regulating aboveground activity related to an oil and gas operation (as noted in the chart above), 2) must be commercially reasonable, 3) do not effectively prohibit an oil and gas operation conducted by a reasonably prudent operator; and 4) are not otherwise preempted by state or federal law. -033), Municipal Code for gas wells as permissible by state and federal law. The City serves three main regulatory functions: 1) land use compatibility, 2) aboveground elements for gas well drilling and production, and 3) fire and emergency response. Staff will discuss how these functions are currently staffed and handled and will transition into a recommendation for an enhanced service level for gas well inspections for aboveground elements. Currently, the Gas Well Inspections Division has one (1) FTE inspector with 3 vacancies. Due to the reduced activity for gas wells over the last couple year, the one inspector has been able to perform semi- annual inspections for all 501 gas wells, 294 within the City limits and 207 within the ETJ. These semi- annual inspections are primarily checking for code compliance (signs, equipment, fencing, trash, lighting, landscape, pipeline marking, erosion control, etc.) and to check for some leak detection or other environmental concerns. If any concerns or violations of state or federal law are suspected, the city inspector reports and works with the appropriate regulating authority. 2) Recommended Service Provision Option Staff is recommending a service provision option that will maintain the current level of inspections (2x per year by the city inspector) and enhance the service level with additional inspections performed by a contract with a specialized firm, Modern Geosciences. The following list highlights the proposed service level enhancements if a contract was awarded to Modern Geosciences to provide assistance with inspection activities performed under the Additional inspections for gas wells within the City of Denton limits based upon priority (based upon proximity to protected uses); Instruments used to identify leaks and potential environmental concerns; o Optical gas imaging systems, radiation meter, methane meter, hydrogen sulfide meter, photoionization detector, noise meter, and others Inspection reports with site photos and instrument images along with enhanced GIS information that includes on-site equipment; Professionals with experience serving municipalities (Flower Mound, Colleyville, Grand Prairie, Kennedale); Flexibility to provide additional inspection services and support for city gas well inspector as needed. Staff recommends this option for the reasons listed above. The proposal for services is for a one (1) year total not-to-exceed amount of $250,000 and would be covered within the existing budget for the Gas Well Inspections division. Please see Fiscal Information section below. The proposal from Modern Geosciences is attached as Exhibit 3. If City Council would like to consider prepared for consideration of a contract with Modern Geosciences on the City Council agenda for October 24, 2017 under Items for Individual Consideration. RECOMMENDATION Staff recommends entering into a contract with Modern Geosciences. Further information on the recommendation for Modern Geosciences is provided in the agenda item for the contract for consideration. FISCAL INFORMATION The proposal with Modern Geosciences is for a one (1) year total amount not-to-exceed of $250,000. Staff anticipates that the salary savings and associated expenses from 3 vacant positions in the Gas Well Inspections Division will cover the cost of the contract with Modern Geosciences. In accordance, staff expects there will be no increase in fees to the gas well operators to support this contract and enhanced level of service. STRATEGIC PLAN RELATIONSHIP The City of Den-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 1. Agenda Information Sheet 2. Presentation 3. Modern Geosciences Proposal Respectfully submitted: Dr. Kenneth Banks Director of Utilities Prepared by: Sarah Kuechler Assistant to the City Manager Gas Well Inspections City of DentonOct. 24, 2017 for review scope of regulatory authority high-level overview of regulatory agencies a recommended service provision option City of Denton’s Provide a for gas well drilling and production and the Reviewassistance with inspection activities performed under City’s Gas Well Ordinance and Municipal Code 1.2. Objectives: 2 A number of regulatory bodies that influence gas well drilling and production activities within the City’s limits and ETJTwo main State agencies: 3 Regulatory Matrix: providing the activities,suchasinspectingfor LOCAL approved HB40 AbovegroundSurface Activities, including: 1.Fireandemergencyresponseairandwateremissions.Anyirregularitieswouldbereportedtotheappropriateagency. : STATE Oil and Gas Operation Activities, including: 1.Exploration,development,production,processing,andtransportationofoil&gas2.Drilling2.Traffic3.Hydraulicfracturing3.Lights4.Completion4.Noise5.Maintenance5.ImposingNotice6.Reworking6.Reasonablesetbac krequirements7.Recompletion7.Otheraboveground8.Disposal9.Pluggingandabandonment10.Secondaryortertiaryrecovery11.Remediationactivities In May 2015, the State Legislature State with exclusive jurisdiction over gas well drilling and production activitiesBreakdown of regulatory authority under HB40: 4 Regulatory Matrix tivity related to an oil and gas state or federal law. : Are limited to regulating aboveground acoperation, including fire and emergency response, traffic, lights, noise, notice, and reasonable setback requirements (as noted on slide 4);Must be commercially reasonable;Do not effectively prohibit an oil and gas operation conducted by a reasonably prudent operator; andAre not otherwise preempted by 1.2.3.4. Local government regulations:All of the 4 above factors must be met. Based on HB40:In August 2015, the Denton City Council adopted Ordinance 2015-233 (the “Gas Well Ordinance”) to reconcile municipal ordinance with state law 5 Regulatory Matrix Fire Code Inspections -Grants Permits Fire Department Response -Conducts Initial and Annual 3. Fire and Emergency Assistance complaints Inspections Municipal Code Gas Well Ordinance and + Recommended Contract -Responds to inquiries or (aboveground elements) and Production Gas Well Inspections Division -Conducts Initial and Ongoing Note: The Police Department also responds to noise/nuisance complaints 2. Gas Well Drilling Municipal Code Planning Division 1.Land Use Compatibility Gas Well Ordinance and -Conducts Site Plan Review 6 City of Denton Regulatory Areas: r, methane meter, hydrogen sulfide and established relationship with gas ing municipalities (Flower Mound, and instrument images along with pection services and support for Denton s inspection frequency and activity : under the City’s Gas Well Ordinance Optical gas imaging systems, radiation metemeter, photoionization detector, noise meter, and others Inspection program that prioritizeInstruments used to identify leaks and potential environmental concernsInspection reports with site photosenhanced GIS information that includes on-site equipmentProfessionals with experience servColleyville, Grand Prairie, Kennedale) well operatorsFlexibility to provide additional insgas well inspector as needed Contract with Modern Geosciences for assistance with inspection activities performed Service Enhancements 7 Recommended Service Provision Option: within the astructure, including leak sulfide, methane (DP-IR), particulate matter and noise ncelineinstruments if needed (high: 2x/year | moderate: VOCs (PID), NORM, hydrogen tagging with photos particulate matter, noise. •OGI for leaks, NORM, all fe•Reporting via GIS database with infr•VOC: real time continuous sampling if needed•Provide services to current inspections as needed •High Priority -meteorological data; upwind and downwind total •Moderate –same except no •Low -no fencelinein base inspections 1.Fencelineinspections: 2.Near Equipment inspections: 3.Other: Current inspections continue and unchangedContractor performs additional inspections City limits based upon priority 1x/year | and low: 1x/2 years) Service Enhancement•• city and ETJsigns, equipment, fencing, trash, lighting, landscape, pipeline marking, erosion control.leak detection Current•2 per year, inside •Code compliance –•Some NORM, some Inspection Activities Comparison 8 9 current) •2 inspections City•2 times contractor (2 times current)•2 inspections City•1inspection contractor (1.5 times current)•2 inspections City•I inspection contractor every other year (1.25 times of wells): Service Enhancement•Within City limits only•High Priority (300 feet or less to protected use| 18% •Moderate Priority (301 feet to 1000 feet | 45%):•Low Priority (Greater than 1000 feet | 37%): •City –294•ETJ –207 within the City limits and ETJ Current•2 times per year •Number of wells: 10 Inspection Frequency Comparison Proposal is not to exceed $250,000over 12 monthsStaff anticipates that salary savings and associated expenses from 3 unfilled positions will cover contract costNo increase in fees to the gas well operators necessary to support this contract and service enhancement 11 Budget: Staff is requesting direction regarding recommended service provision option for assistance with inspection activities performed under the City’s Gas Well OrdinanceA contract with Modern Geosciences is included as an agenda item for consideration at tonight’s City Council meeting Direction: 12 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-1430,Version:1 AGENDA CAPTION Receiveareport,holdadiscussion,andgivestaffdirectionregardingtheCity’smembershipincoalitions related to Atmos Energy and Oncor Electric Delivery. City of DentonPage 1 of 1Printed on 10/20/2017 powered by Legistar™ City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT:Finance DCM:Bryan Langley DATE:October 24, 2017 SUBJECT Receive a report, hold a discussion, and give staff direction regarding the City’s member in coalitions related to Atmos Energy and Oncor Electric Delivery. BACKGROUND On May 23, 2017, the City Council approved Resolution No. R2017-021 approving a change in the rates of Atmos Energy Corporation as a result of a settlement between Atmos and the Atmos Texas Municipalities (“ATM”) under the Rate Review Mechanism. During consideration of this resolution, the City Council directed staff to discuss the City’s membership options for future Atmos rate filings with the Audit/Finance Committee (“Committee”). Additionally, the City Council approved Resolution No. R2017- 031 on August 15, 2017,denying Oncor Electric Delivery Company’s application to increase rates and authorizing intervention in related proceedings at the Public Utility Commission of Texas as a member of the Alliance of Oncor Cities (“AOC”). In light of the City Council’s direction for staff to discuss membership options for future Atmos rate filings, staff found it prudent to have similar discussions with the Committee regarding membership options for future Oncor rate filings. Within the State of Texas there are coalitions that have joined together to represent the interest of cities (and its citizens) regarding gas and electric rate increases and other regulatory matters. The largest of these coalition groups regarding Atmos are ATM, which Denton is currently party to, and the Atmos Cities Steering Committee (“ACSC”). The largest coalition groups regarding Oncor are AOC, which Denton is currently party to, and the Oncor Cities Steering Committee (“OCSC”). Additionally, some cities within each of the utilitiesservice areas have ceded their original jurisdiction (right to review rate increases) to the respective State Agency (Gas –Railroad Commission and Electric –Public Utility Commission). Unincorporated areas automatically fall within the jurisdiction of the respective State Agency. Lastly, the City of Dallas has historically negotiated rates from Atmos independently and according to their Utility Manager, there are no current plans to join with a coalition of cities (Atmos meters = 223,523). The City ofDallas is a member of OCSC for electric rates. Below is a summary of each coalition, including its membership (Exhibit 2), membership requirements and the name of their legal representation: 1.Atmos Texas Municipalities (“ATM”) – a.Represented by Herrera &Boyle, PLLC. b.No annual membership assessment for rate reviews. Other regulatory matters historically billed to member cities on a population-based formulary. c.Membership authorized in conjunction with the Resolution approving, rejecting or suspending a rate filing, including a Rate Review Mechanism (“RRM”). d.Currently comprised of 56 member cities (Exhibit 2) representing approximately 202,737 meters (189,038 residential and 13,699 commercial). e.Legal and rate analysis fees are paid by Atmos for rate reviews. 2.Atmos Cities Steering Committee (“ACSC”) – a.Represented by Lloyd, Gosselink, Rochelle & Townsend, P.C. b.Formal one-time City Council approval of a Participation Agreement (Exhibit 3) to join coalition. c.Annual membership assessment for 2017 of $0.02 per capita. Assessment has historically been $0.04 per capita and may return to that level based on the coalition’s activities. No formal approval of change in assessment required but city may opt to formally approve by resolution. Payment of annual membership assessment constitutes city’s membership renewal. Annual membership assessment pays for non-reimbursable expenses for other regulatory matters. d.Currently comprised of 171 member cities (Exhibit 2) representing approximately 1,053,840 meters (975,406 residential and 78,434 commercial). e.Legal and rate analysis fees are paid by Atmos for rate reviews. 3.Alliance of Oncor Cities (“AOC”) – a.Represented by Herrera & Boyle, PLLC. b.No annual membership assessment for rate reviews. Other regulatory matters historically billed to member cities on a population-based formulary. c.Membership authorized in conjunction with the Resolution approving, rejecting or suspending a rate filing. d.Currently comprised of 25 member cities (Exhibit 2). e.Legal and rate analysis fees are paid by Oncor for rate reviews. 4.Oncor Cities Steering Committee (“OCSC”) – a.Represented by Lloyd, Gosselink, Rochelle & Townsend, P.C. b.Formal one-time City Council approval of a Participation Agreement (Exhibit 4) to join coalition. c.Annual membership assessment for 2017 of $0.11 per capita. No formal approval of change in assessment required but city may opt to formally approve by resolution. Payment of annual membership assessment constitutes city’s membership renewal. Annual membership assessment pays for non-reimbursable expenses for other regulatory matters. d.Currently comprised of 156 member cities (Exhibit 2). e.Legal and rate analysis fees are paid by Oncor for rate reviews. Within the City of Denton, Atmos currently serves 20,784 meters (18,606 residential and 2,178 commercial) and Oncor currently serves 1,252 customers (1,071 residential, 170 commercialand 11 street lights). On July 17, 2017, staff attended a meeting of the ATM Coalition in Fredericksburg, Texas. During this meeting, the member cities represented (approximately 12) discussed the possibilities of forming a single new coalition with the assistance of the Texas Municipal League, dissolving ATM and joining ACSC, or continuing ATM. The group decided to continue with ATM and also form a Steering Committee to expedite decisions and potentially grow the coalition. An annual membership assessment was discussed but not supported. In conclusion, staff is requesting direction from the City Council on which coalition, if any, to joinfor Atmos and Oncor. RECOMMENDATION Staff recommends that the City of Denton join the Atmos Cities Steering Committee (“ACSC”) coalition for Atmos rate filings and other regulatory matters and remain in the Alliance of Oncor Cities (“AOC”) coalition for Oncor rate filings and other regulatory matters. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On September 12, 2017, the Audit/Finance Committeerecommended that staff present thismatter to the City Council in a work session. STRATEGIC PLAN RELATIONSHIP The City of Denton’s Strategic Plan is an action-oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family-Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Organizational Excellence Related Goal:1.1 Manage financial resources in a responsible manner EXHIBITS 1.Agenda Information Sheet 2.Membership Listing by Coalition 3.ACSC Participation Agreement 4.OCSC Participation Agreement 5.Atmos Service Area Map 6.Oncor Service Area Map 7.PowerPoint Presentation Respectfully submitted: Chuck Springer, 349-8260 Director of Finance Prepared by: Antonio Puente, Jr. Assistant Director of Finance Atmos Texas Municipalities ("ATM") Coalition List of Member Cities (56) 2017 AustinGoldthwaiteMart Balch SpringsGranburyMexia BanderaGreenvilleOlney BarlettGoesbeckPoint BeltonHamiltonPflugerville Blooming GroveHeathPrinceton BryanHenriettaRanger BurnetHickory CreekRice CameronHicoRiesel Cedar ParkHillsboroRockdale CliftonHuttoRogers CommerceJacksboroRound Rock Copperas CoveKerensSan Angelo CorsicanaLampasasSanger DentonLancasterSomerville ElectraLeanderStar Harbor FredericksburgLometaTrinidad GatevilleLongviewWhitney GeorgetownMarble Falls Atmos Cities Steering Committee ("ACSC") Coalition List of Member Cities (171) 2017 AbileneCommerceHewittPalestineTrophy Club AddisonCoolidgeHighland ParkPantegoTyler AlbanyCoppellHighland VillageParisUniversity Park AllenCopperas CoveHoney GroveParkerVenus AlvaradoCorinthHurstPecan HillVernon AngusCrandallHuttoPetroliaWaco AnnaCrowleyIowa ParkPlanoWatauga ArgyleDalworthington GardensIrvingPonderWaxahachie ArlingtonDenisonJustinPottsboroWestlake AubreyDeSotoKaufmanProsperWestover Hills AzleDraperKeeneQuitmanWhitesboro BedfordDuncanvilleKellerRed OakWhite Settlement BellmeadEastlandKempRenoWichita Falls BenbrookEdgecliff VillageKennedaleRhomeWoodway Beverly HillsEmoryKerensRichardsonWylie BlossomEnnisKerrvilleRichland Blue RidgeEulessKilleenRichland Hills BowieEvermanKrumRiver Oaks BoydFairviewLakesideRoanoke BridgeportFarmers BranchLake WorthRobinson BrownwoodFarmersvilleLancasterRockwall BuffaloFateLewisvilleRoscoe BurkburnettFlower MoundLincoln ParkRowlett BurlesonForest HillLittle ElmRoyse City Caddo MillsForneyLorenaSachse CantonFort WorthMadisonvilleSaginaw CarrolltonFriscoMalakoffSansom Park Cedar HillFrostMansfieldSeagoville CelesteGainesvilleMcKinneySherman CelinaGarlandMelissaSnyder CentervilleGarrettMesquiteSouthlake CiscoGrand PrairieMidlothianSpringtown ClarksvilleGrapevineMurphyStamford CleburneGroesbeckNewarkStephenville ClydeGunterNoconaSulphur Springs College StationHaltom CityNorth Richland HillsSweetwater ColleyvilleHarker HeightsNorthlakeTemple Colorado CityHaskellOak LeafTerrell ComancheHasletOvillaThe Colony Alliance of Oncor Cities ("AOC") Coalition List of Member Cities (25) 2017 Balch SpringsHickory CreekPrinceton Blooming GroveHillsboroRiesel CommerceJacksboroRockdale CorsicanaJacksonvilleRound Rock CrockettKerensRusk DentonLufkinTroup DibollMartWortham GoesbeckMexia HeathPflugerville Oncor Cities Steering Committee ("OCSC") Coalition List of Member Cities (156) 2017 AddisonDallasJollyRanger AllenDalworthington GardensJosephineRhome AlvaradoDeLeonJustinRichardson AndrewsDe SotoKaufmanRichland AnnaDenisonKellerRichland Hills Archer CityDuncanvilleKennedaleRiver Oaks ArgyleEarlyKerensRoanoke ArlingtonEastlandKilleenRobinson AzleEdgecliff VillageKrumRockwall BedfordEnnisLake WorthRosser BellmeadEulessLakesideRowlett BeltonEvermanLamesaSachse BenbrookFairviewLancasterSaginaw Beverly HillsFarmers BranchLewisvilleSansom Park Big SpringFateLindaleSeagoville BreckenridgeFlower MoundLittle ElmSherman BridgeportForest HillLittle River AcademySnyder BrownwoodFort WorthMalakoffSouthlake BuffaloFriscoMansfieldSpringtown BurkburnettFrostMcKinneyStephenville BurlesonGainesvilleMesquiteSulphur Springs Caddo MillsGarlandMidlandSunnyvale CameronGlenn HeightsMidlothianSweetwater CantonGrand PrairieMurchisonTemple CarrolltonGrangerMurphyTerrell Cedar HillGrapevineNew Chapel HillThe Colony CelinaHaltom CityNorth Richland HillsTrophy Club CentervilleHarker HeightsNorthlakeTyler CleburneHasletOak LeafUniversity Park CoahomaHeathOak PointVenus ColleyvilleHenriettaOdessaWaco CollinsvilleHewittWatauga Colorado CityHighland ParkOvillaWaxahachie ComancheHoney GrovePalestineWestover Hills CommerceHowePantegoWhite Settlement CoppellHurstParisWichita Falls Copperas CoveHuttoPlanoWillow Park CorinthIowa ParkPottsboroWoodway CrowleyIrvingProsperWylie THE STATE OF TEXAS § ATMOS CITIES STEERING COMMITTEE COUNTY OF __________ § PARTICIPATION AGREEMENT THIS Agreement is made and entered into on this the _____ day of ______________, 20___, by, between and among the CITY OF , TEXAS ("City") and member cities of the ATMOS CITIES STEERING COMMITTEE ("ACSC"). This Agreement is authorized by the Texas Interlocal Cooperation Act (V.T.C.A. Texas Government Code, Chapter 791), and other authorities. W I T N E S S E T H: WHEREAS, the cities in the service area of Atmos Gas have worked together collectively in a coalition to participate in the regulatory process to assure gas rates charged were just and reasonable; and WHEREAS, the nature of gas utility regulation is undergoing change; and WHEREAS, there remains a need for cities to cooperate to assure the public interest is protected and gas and other utility rates are just and reasonable; and WHEREAS, regulatory changes now require quick response in order to have meaningful input into the rate setting process; and WHEREAS, it is necessary to provide adequate resources to enable cities to act quickly, decisively, and jointly on gas utility regulatory developments; NOW THEREFORE, In consideration of the premises, agreements, covenants and promises set forth herein, it is agreed as follows: 1. Atmos Cities Steering Committee Membership and Executive Committee The City and the member cities hereby form the ACSC. Each member city shall, by action of its governing body, approve its membership in the ACSC and designate its representative to receive notices and participate in and vote at ACSC meetings. The ACSC shall be composed of all cities paying the current nonrefundable membership fee. The membership assessment shall be established annually by the Executive Committee. The current year assessment is 2¢ per capita, according to the City's population listed on the most recent Texas Municipal League online guide. The members shall elect an Executive Committee consisting of no more than twenty (20) persons which shall function as the Board of Directors. The Executive Committee shall at least include a representative from all member cities with a population greater than 100,000, according to the most recent Texas Municipal League Directory of Texas City Officials. The remainder of the representatives shall be selected based upon diversity of geographic location and city population size. Each city on the ACSC and each city on the Executive Committee shall have one vote, respectively. Meetings of the Executive Committee shall be open to each city on the ACSC whether or not it has a representative on the Executive Committee. 2. Powers of the Executive Committee The City and the member cities delegate to the Executive Committee the power to intervene on behalf of ACSC member cities in gas projects, rulemaking, rate case, and related dockets and appeals thereof, represent the interests of cities in utility matters before state and federal legislative bodies and to pay for such activities. A member city may subsequently request and cause its party status to be withdrawn from such activities. The Executive Committee shall fix the amount of the membership fee from time to time. 3. Election of Officers The Executive Committee shall elect a chair and any co-chairs as it deems necessary who shall serve at the pleasure of the Executive Committee. The Executive Committee shall also elect a secretary/treasurer. 4. Powers of the Officers Each officer elected shall serve at the pleasure of the Executive Committee up to a term of four (4) years. The Executive Committee shall elect or re-elect officers at least every four (4) years. Unless terminated by the Executive Committee or the respective city governing body, the officer shall perform the duties of office until a replacement has been elected. Meetings of the Executive Committee and ACSC shall be upon call of the chair or two (2) members of the Executive Committee. The Executive Committee shall meet at least annually. The chair is authorized by action of the Executive Committee to engage consultants and attorneys and to pay for such services. 5. Termination of Membership A city may terminate its membership by action of its governing body, or if said city fails to pay its membership fee in full within one-hundred eighty (180) days after notification of fee due. A city is considered notified on the day written notice is sent to its last designated representative on file with the secretary/treasurer. 6. Money Held in Trust The officers shall hold and manage all money collected in trust for the benefit of the member cities collectively. Officers may establish prudent fund accounts that accumulate funding for activities and to pay authorized expenses. Officers shall serve without pay, but may be reimbursed reasonable out-of-pocket expenses as approved by the Executive Committee. The City may request and receive a statement of ACSC revenues and expenses each year. (2) 7. Payment for Performance of Governmental Functions and Services Made from Current Revenues By entering into this Agreement, City affirms that it is paying for the performance of governmental functions or services from current revenues available. The payments made under this agreement fairly and adequately compensates the ACSC for the services or functions performed under the contract. 8. Legal Construction In case any one or more of the terms, provisions, phrases or clauses contained in this agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall be construed as if such invalid, illegal or unenforce- able portion had never been contained herein. 9. Entire Agreement This contract embodies the complete agreement of the parties hereto superseding all oral or written previous and contemporary agreements between the parties relating to matters herein and, except as otherwise provided herein, cannot be modified without written agreement of the parties. 10. No Other Obligations By entering into this Agreement, the parties do not create any obligations, express or implied, other than those set forth herein, and this Agreement shall not create any rights in parties not signatories hereto. 11. Immunity It is expressly understood and agreed that in the execution of this Agreement, neither City nor ACSC waives, nor shall be deemed to waive, any immunity or defense that would otherwise be available to each against claims arising in the exercise of governmental powers and functions. 12. Authority The undersigned officers and/or agents are properly authorized to execute this Agreement on behalf of the parties hereto, and each hereby certifies to the other that any necessary resolutions extending such authority have been duly passed and are now in full force and effect. IN WITNESS WHEREOF, the parties have executed this Agreement on the dates indicated above. (3) CITY OF , TEXAS ATMOS CITIES STEERING COMMITTEE BY: BY: Signature Signature Printed/Typed Name Printed/Typed Name Title Title ATTEST: CITY SECRETARY Signature Printed/Typed Name (4) THE STATE OF TEXAS § STEERING COMMITTEE OF CITIES § SERVED BY ONCOR COUNTY OF ____________ § PARTICIPATION AGREEMENT This Agreement is made and entered into on this the _____ day of ______________, 20__, by, between and among the City of , Texas ("City") and member cities of the Steering Committee of Cities Served by Oncor ("OCSC"). This Agreement is authorized by the Texas Interlocal Cooperation Act (V.T.C.A. Texas Government Code, Chapter 791), and other authorities. WHEREAS, the cities in the service area of Oncor Electric Delivery Company have worked together collectively in a coalition to participate in the regulatory process to assure electric rates charged were just and reasonable; and WHEREAS, the nature of electric utility regulation has undergone substantial change as a result of state and federal legislation; and WHEREAS, there remains a need for cities to cooperate to assure the public interest is protected and electric and other utility rates are just and reasonable; and WHEREAS, regulatory changes now require quick response in order to have meaningful input into the rate setting process; and WHEREAS, it is necessary to provide adequate resources to enable cities to act quickly, decisively, and jointly on electric utility regulatory developments; NOW THEREFORE, in consideration of the premises, agreements, covenants and promises set forth herein, it is agreed as follows: 1. Steering Committee of Cities Served by Oncor Membership and Executive Committee The City and the member cities hereby form the Steering Committee of Cities Served by Oncor. Each member city shall, by action of its governing body, approve its membership in the OCSC and designate its representative to receive notices and participate in and vote at OCSC meetings. The OCSC shall be composed of all cities paying the current nonrefundable membership fee. The annual assessment shall be established from time to time by the Executive Committee. The 2017 assessment is 11¢ per capita, according to the Ci population listed in the most recent Texas Municipal League online guide. The members shall elect an Executive Committee consisting of no more than twenty (20) persons which shall function as the Board of Directors. The Executive Committee shall at least include a representative from all member cities with a population greater than 100,000, according to the most recent Texas Municipal League Directory of Texas City Officials. The remainder of the representatives shall be selected based upon diversity of geographic location and city population size. Each city on the OCSC and each city on the Executive Committee shall have one vote, respectively. Meetings of the Executive Committee shall be open to each city on the OCSC whether or not it has a representative on the Executive Committee. 2. Powers of the Executive Committee The City and the member cities delegate to the Executive Committee the power to intervene on behalf of OCSC member cities in electric projects, rulemaking, rate case, and related dockets and appeals thereof, represent the interests of cities in utility matters before state and federal legislative bodies and to pay for such activities. A member city may subsequently request and cause its party status to be withdrawn from such activities. The Executive Committee shall fix the amount of the membership fee from time to time. 3. Election of Officers The Executive Committee shall elect a chair and any co-chairs as it deems necessary who shall serve at the pleasure of the Executive Committee. The Executive Committee shall also elect a secretary/treasurer. 4. Powers of the Officers Each officer elected shall serve at the pleasure of the Executive Committee up to a term of four (4) years. The Executive Committee shall elect or re-elect officers at least every four (4) years. Unless terminated by the Executive Committee or the respective city governing body, the officer shall perform the duties of office until a replacement has been elected. Meetings of the Executive Committee and OCSC shall be upon call of the chair or two (2) members of the Executive Committee. The Executive Committee shall meet at least annually. The chair is authorized by action of the Executive Committee to engage consultants and attorneys and to pay for such services. 5. Termination of Membership A city may terminate its membership by action of its governing body, or if said city fails to pay its membership fee in full within one-hundred eighty (180) days after notification of fee due. A city is considered notified on the day written notice is sent to its last designated representative on file with the secretary/treasurer. 6. Money Held in Trust The officers shall hold and manage all money collected in trust for the benefit of the member cities collectively. Officers may establish prudent fund accounts that accumulate funding for activities and to pay authorized expenses. Officers shall serve without pay, but may be reimbursed reasonable out-of-pocket expenses as approved by the Executive Committee. The City may request and receive a statement of OCSC revenues and expenses each year. (2) 7. Payment for Performance of Governmental Functions and Services Made from Current Revenues By entering into this Agreement, the City affirms that it is paying for the performance of governmental functions or services from current revenues available. The payments made under this agreement fairly and adequately compensates the OCSC for the services or functions performed under the contract. 8. Legal Construction In case any one or more of the terms, provisions, phrases or clauses contained in this agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall be construed as if such invalid, illegal or unenforceable portion had never been contained herein. 9. Entire Agreement This contract embodies the complete agreement of the parties hereto superseding all oral or written previous and contemporary agreements between the parties relating to matters herein and, except as otherwise provided herein, cannot be modified without written agreement of the parties. 10. No Other Obligations By entering into this Agreement, the parties do not create any obligations, express or implied, other than those set forth herein, and this Agreement shall not create any rights in parties not signatories hereto. 11. Immunity It is expressly understood and agreed that in the execution of this Agreement, neither City nor OCSC waives, nor shall be deemed to waive, any immunity or defense that would otherwise be available to each against claims arising in the exercise of governmental powers and functions. 12. Authority The undersigned officers and/or agents are properly authorized to execute this Agreement on behalf of the parties hereto, and each hereby certifies to the other that any necessary resolutions extending such authority have been duly passed and are now in full force and effect. (3) IN WITNESS WHEREOF, the parties have executed this Agreement on the dates indicated above. CITY OF , TEXAS BY: Signature Printed/Typed Name Title ATTEST: CITY SECRETARY Signature Printed/Typed Name (4) ® 77 LOOP288 W £ ¤ LOOP288 W 6 214 U 8 42 380 £ ¤ 77 £ ¤ £ ¤ C 380 £ ¤ 380 £ ¤ E 35 " !$# 6 42 £ ¤ 35E " !$# 55 11 U 77 377 £ ¤ £ ¤ 35W 42 " !$# LOOP288 W £ ¤ 35E " !$# 9 244 U B 35W 377 " !$# £ ¤ F 830 1 U 8 211 U A D Legend 35W AreaTypeID " !$# City Limits Hickory Creek HeightsSubdivisionA CLASS COD Summit OaksSubdivisionB ETJ Ranch EstatesSubdivisionC NAA 3/1/16 Country Club RoadNon - SubdivisionD G NAA 8/1/20 Blagg RoadNon - SubdivisionE John Paine RoadNon - SubdivisionF 01,5503,1006,2009,30012,400 Feet Commercial CustomersCommercialG Larger Oncor Served Areas Date: 4/4/2017 within the Denton City Limits scallsup Created by: OCTOBER 24, 2017 - Coalitions Oncor & Atmos CITY COUNCIL MEETING 2 Electric Delivery. Oncor Energy and Atmos Present background of how cities within the State of Texas address rating Receive direction from City Council on which coalition to join. Objective filings by recommendation. 3 serves approximately Oncor . Oncor serves approximately 20,784 meters and Atmos Atmos A few cities have opted to cede their original jurisdiction and allow the state regulatory agency (Public Utility Commission or Railroad Commission) to set their rates.Unincorporated area automatically fall within the jurisdiction of the respective state regulatory agency.City of Dallas is the only city that independently negotiates their rates with Atmos. Most cities within the State of Texas have opted to join a coalition of cities Within the city of Denton, Background to address rate filing by (18,606 residential and 2,178 commercial) and 1,252 meters (1,071 residential, 170 commercial and 11 street lights). 4 time - , Rochelle & Gosselink reimbursable expenses for other regulatory - 171 member cities, primarily in north Texas.Approximately 1,053,840 meters represented.Participation in coalition through oneAnnual membership assessment which pays for Represented by Lloyd, Atmos membership resolution.nonmatters. For 2017, assessment is $0.02 per capita or approximately $2,600. Townsend, P.C. - Coalitions 56 member cities, primarily in central Texas.Approximately 202,737 meters represented.Participation in coalition is authorized in No annual membership fee. NonRepresented by Herrera & Boyle, PLLC. Atmos conjunction with each rate filing.reimbursable expenses would be billed to members on a per capita basis, if needed. Last 3 years City has paid approximately $1,300 per year. Atmos 5 time - , Rochelle & Gosselink reimbursable expenses for other regulatory - 156 member cities, primarily in north Texas.Meter counts unavailable.Participation in coalition through oneAnnual membership assessment which pays for Represented by Lloyd, Oncor membership resolution.nonmatters. For 2017, assessment is $0.11 per capita or approximately $14,700. Townsend, P.C. - Coalitions Oncor 25 member cities, primarily in central Texas.Meter counts unavailable.Participation in coalition is authorized in No annual membership fee. NonRepresented by Herrera & Boyle, PLLC. Alliance of conjunction with each rate filing.reimbursable expenses would be billed to members on a per capita basis, if needed. Last 3 year City has paid approximately $1,250 per year. Oncor 6 Oncor Cities Steering Committee Atmos Rate Filings and Other Regulatory Matters Rate Filings and Other Regulatory Matters Staff recommends that the City of Denton join the focus of this coalition. Annual membership cost of this coalition is minimal compared to what we have previously paid to ATM coalition. Staff recommends that the City of Denton remain in the Alliance of coalition due to the small number of meters served within the city of Denton, and the cost of participating in the OCSC coalition which is based on population rather than meters. AtmosOncor Staff Recommendation Questions? City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-1454,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding options for management of the Stoke Denton Entrepreneur Center. City of DentonPage 1 of 1Printed on 10/20/2017 powered by Legistar™ City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT:Economic Development CM/DCM/ACM:Bryan Langley DATE:October 24, 2017 SUBJECT Receive a report, hold a discussion, and give staff direction regarding options for management of the Stoke Denton Entrepreneur Center. BACKGROUND During a work session on August 22, 2017, Council opted not to renew the Dallas Entrepreneur Center’s management contract for the Stoke Denton Entrepreneur Center. Council directed City staff to take over operations of Stoke beginning on October 1, 2017, and to issue a Request for Proposals (RFP) for management services of Stoke. On September 12, 2017, an RFPwassent to four (4) prospective suppliers of management services for Stoke. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. A pre-solicitation meeting was held by Materials Management on September 21, 2017; it was attended by four potential respondents. One (1) proposal was received and evaluated by the Evaluation Committee based upon the published criteria. Hickory & Rail Ventures, LLC,was the sole respondent; one other potential respondent that attended the pre-solicitation meeting opted to support Hickory & Rail Ventures’ proposal instead of submitting its own proposal. Members of the RFP Evaluation Committee were: Todd Hileman, City Manager Bryan Langley, Deputy City Manager Aaron Leal, Interim City Attorney Melissa Kraft, Chief Technology Officer Tony Puente, Assistant Director of Finance Karen Smith, Purchasing Manager Caroline Booth, Director of Economic Development PROPOSAL DETAILS Hickory & Rail Ventures, LLC, is a single-member limited liability company based in Denton. Marshall Culpepper is its sole managing member. While the company is new, Culpepper has deep roots in the Denton startup community. He is a software engineer with 20 years of experience in building open-source software and high-growth tech companies. He is CEO and cofounder of Denton-based Kubos, a satellite software company.Culpepper created TechMill, Denton’s first co-working space, and has organized several Denton tech community events over the past 10 years, including Bootstrap Denton, LittleDOCC, and OpenHack. Hickory & Rail Ventures plans to hire Heather Gregory, who served as Stoke director from January- September 2017, as the executive director. According to its proposal(Exhibit 2), Hickory & Rail Ventures’ vision for Denton is a thriving startup community where entrepreneurs have access to talent, education, capital, and a community of other entrepreneurs they can look to for support. As non-startup, non-tech members cycle out of Stoke, Hickory & Rail Ventures will focus on recruiting the following types of members: Startups and entrepreneurs with highly impactful business models For-profit, vision-driven organizations with the mix of high business and social impact (B-corps) Tech/tech enabled small businesses that support an average salary over $50,000 per year Remote workers of startups or tech/tech enabled companies Accelerators, incubators, investors, mentors, and others vital to supporting the startup ecosystem Hickory & Rail Ventures’ proposal states that “the management company behind Stoke should lead by example,” meaning that a business teaching others how to start and grow a business should itself be a growing, sustainable business. Its proposal focuses on three areas: Decreasing the City’s obligations by paying for staff directly from revenue generated from the space Increasing the value that Stoke provides to its members, resulting in increasing revenue Being ready to sign a new commercial lease to fully take over the space at the end of the City’s commercial lease in February 2021 and continue Stoke’s operations independently Hickory & Rail Ventures proposes to provide all day-to-day operations, marketing, and programming and events for Stoke. It will be directly responsible for making the space sustainable through membership, event, and sponsorship revenue, which will entail a more aggressive marketing and staffing model than used by the previous management provider.They plan to immediately begin paying the executive director’s salary from membership revenue. Starting in Year 2, Hickory & Rail Ventures will pay $1,000/month back to the City, and in Year 3 that amount will increase to $2,000/month. This will decrease the City’s costs, while still allowing Hickory & Rail Ventures the revenue needed to ramp up marketing, expand staffing, make capital re-investments in the space, and build savings in order to be ready to sign a new lease in 2021. As part of its proposal, Hickory & Rail Ventures is bringing exclusive partnerships with four Denton organizations that will incubate, fund, and support Denton startups: University of North Texas: Instead of submitting its own proposal for Stoke management services, UNT instead decided to support and partner with Hickory & Rail Ventures to offer extended- learning entrepreneurship and digital design curriculum and certificates inside of Stoke. TechMill: The original force for startup and tech community organizing in Denton has emerged as a crucial component of Stoke. TechMilll is committed to organizing more programming and events at Stoke under Hickory & Rail Ventures’ management. Brand Accelerant: An incubator, advisor network, and funding network for entrepreneurs, Brand Accelerant will have a membership at Stoke and offer its resourcesto all Stoke members. Denton Angels: A new angel investor network focused on investing in early-stage Denton area startups with investments ranging from $25,000-$150,000. Denton Angels’ executive director will have a Stoke membership and the group will hold its monthly “Forum”event, where entrepreneurs meet with investors from the network, at Stoke. PERFORMANCE MEASURES The following metrics and deliverables will be included in the contract with Hickory & Rail Ventures, should Council choose to award it: A.Members a.Metrics i.Number of active memberships ii.Percentage of tech or tech-enabled members iii.Member satisfaction b.Deliverables i.Monthly report provided to the City’s Director of Economic Development detailing the number, type, and company name of active memberships, the percentage of tech or tech-enabled members, and the results of the monthly member satisfaction survey B.Marketing a.Metrics i.Number of regional startup and tech event sponsorships ii.Number of blog posts/content creation regarding Denton’s startup community iii.Active daily use of Stoke social media b.Deliverables i.Comprehensive annual marketing plan provided to the City’s Director of Economic Development by January 1, 2018, detailing how the Contractor will actively market Stoke to entrepreneurs, startups, tech companies, and remote workers within a 50- mile radius. ii.Monthly report provided to the City’s Director of Economic Development detailing the number of event sponsorships, number of blog posts, and pages views, reach, post engagements, impressions, or other appropriate data of social media activity C.Programming/Events a.Metrics i.Number of educational events/programs held at Stoke per month ii.Number of startup/tech events held at Stoke per month iii.Number of mentor session available/used per month b.Deliverables i.Monthly report provided to the City’s Director of Economic Development detailing the number of educational events/program, number of startup/tech events, and number of mentor session available/used D.Partnerships a.Metrics i.Number of active partnerships with entities in Denton’s startup, business, education, nonprofit, and governmental communities b.Deliverables i.Monthly report provided to the City’s Director of Economic Development detailing Stoke partnership activities with University of North Texas, TechMill, Brand Accelerant, Denton Angels, and other relevant entities Monthly financial information: The Contractor will provide to the City’s Director of Economic Development monthly profit and loss statements for Stoke operations. Comprehensive annual report: The Contractor will provide to the City’s Director of Economic Development no later than November 1, 2018,an annual comprehensive outputs and outcomes report summarizing metrics in categories A-D above, along with information such as Stoke member company financial or employment growth, capital funding success, exits, and other relevant indicators of member business health and growth. FISCAL INFORMATION Exhibit 3is a financial comparison prepared by the Finance Department.The “Current City” scenario is based on current assumptions/budget for the City to run the facility itself.The Personnel Services line reflects one FTE equivalent to a program manager, as an FTE will have to be hired if the City continues management.(There currently are multiple staff members from different departmentsassisting with Stoke management.)The remainder of the budget is whatwas included in the FY2017-18 adopted budget. Please note that itmay be somewhat elevated due to not fully knowing what it willtake for the City to run the facilityfor a full year. OPTIONS 1.Award management contract to Hickory & Rail Ventures, LLC 2.Continue with City management of Stoke, adding an FTE to handle operations PRIOR ACTION/REVIEW (Council, Boards, Commissions) September 12, 2017 –Work session presentation regarding the transition plan for Stoke Denton. August 22, 2017 –Work session presentation on the Stoke Denton management contract with the DEC; Council’s direction is to not renew the contract with the Dallas Entrepreneur Center after Sept. 30, 2017, and for City staff to manage Stoke’s operations in the interim while a Request for Proposals is issued for new management. STRATEGIC PLAN RELATIONSHIP The City of Denton’s Strategic Plan is an action-oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family-Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Economic Development Related Goal:3.4 Encourage development, redevelopment, recruitment, and retention EXHIBITS Exhibit 1 –Agenda Information Sheet Exhibit 2 –Hickory & Rail Ventures, LLC Contract and Proposal Exhibit 3–Financial Comparison Exhibit 4–Presentation Respectfully submitted: Caroline Booth Director of Economic Development CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND HICKORY & RAIL VENTURES, LLC (CONTRACT 6571) THIS CONTRACT is made and entered into this date ______________________, by and between Hickory & Rail Ventures. LLC, a corporation, whose address is 608 E. Hickory St., Suite 128, Denton, TX 76205, by and through its authorized agent Marshall Culpepper, 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. WHEREAS, the City seeks to drive new business creation and job growth by fostering a sustainable startup community for entrepreneurs primarily in early-stage tech and tech-enabled businesses; and WHEREAS, to achieve this public purpose, the City leased a commercial space of approximately 9,000 square feet at 608 East Hickory, Denton, Texas 76201 from Rail Yard Partners, Ltd. WHEREAS, the City desires that Contractor provide management services for Stoke Denton as indicated herein; NOW THEREFORE, for and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide management services in document RFP 6571- Management Services of the Stoke Denton Entrepreneur Center, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (b) Request for Proposal (on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions C; (d) Insurance Requirements D (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) (Exhibit "F"). These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed Contract # 6571 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR HICKORY & RAIL VENTURES, LLC BY: ______________________________ AUTHORIZED SIGNATURE Date: _______________________________ Name:______________________________ Title: _______________________________ ___________________________________ PHONE NUMBER ___________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: TODD HILEMAN CITY MANAGER BY: __________________________________ Date: APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: __________________________________ Contract # 6571 Exhibit A Special Terms and Conditions for Management Services I. Scope of Work. The City hereby authorizes and engages the Contractor as its agent to manage certain operations of Stoke Denton as detailed below. The Contractor hereby accepts such engagement subject to the terms of the Contract Documents. The Contractor hereby agrees to the following in accordance with this Contract: A. Definitions: Technology (Tech) Company: A type of business that focuses primarily on the development and manufacturing of technology. Tech companies build hardware, software, algorithms and platforms. Tech-Enabled Company: Businesses that leverage technology. Tech-enabled companies use tech tools to perform or enhance their core businesses. B. Contractor Duties. 1. Provide daily co-working space management which includes but is not limited to providing staffing, managing member onboarding and exits, providing member support and customer service and invoicing and payments, causing the space to be maintained and in good repair, renting conference rooms and event space, providing a helpdesk with coordination of the City, and providing access to Stoke Denton after normal work hours. 2. Handle programming and events, including but not limited to providing educational and networking opportunities and events for members and the public. 3. Market and recruit potential members to the space through the stokedenton.com website, social media, and other promotional and outreach activities. 4. Create and implement a mentor/advisor network by securing a roster of diverse mentors and advisors and making them available to members for advising, networking, and other applicable activities. 5. Create and implement a funding and investor network to offer members access to capital investment. Such funds and investment must not be offered directly by Contractor or its affiliate(s). The City will not be responsible for any investor networking nor any violation of the federal or state securities laws as a result of such networking. Contractor will provide any investor network notice that a reference to any particular start up for investment or security is not a recommendation to buy, sell, or hold such investment or security or make other investment decisions and does not address the suitability of any investment or security. The Contractor shall not act as a fiduciary in providing this service. 6. Develop community partnerships by creating and maintaining relationships with Contract # 6571 communities to provide value to members and identify opportunities for collaboration. 7. Provide a monthly financial report to the City that shows an accounting of all income and expenses associated with the operation of Stoke Denton. 8. Maintain the financial capacity to successfully perform services under this Contract. C. City Duties. The City agrees to do the following in its discretion and as is allowed under 1. The City will provide the leased space at Stoke Denton located at 608 East Hickory, Suite 128, Denton, Texas to the Contractor for the operation of Stoke Denton at the except as otherwise detailed herein Commercial Lease Agreement with Rail Yard Partners, Ltd which terminates on February 28, 2021. ill not cover operation of Stoke Denton but lease of the physical space. The City will require a sublease to be executed between Contractor and City in order to operate in the space. Any such sublease will be by separate document between City and Contractor and the rent for the same will begin, if the Contract is renewed, in December 2018 and will be set at a specified rate as indicated in the separate agreement for sublease which must be executed and returned to the City within fifteen (15) calendar days from the contract award. The City may, in its discretion, provide additional minor operational cost support as negotiated between the parties. commercial lease for the space and if the Contract is renewed for that period of time, the parties intend that Contractor will negotiate with the owner of the property at Stoke Denton for a new lease for the space by February 2021. The City does not intend to renew its Commercial Lease Agreement with Rail Yard Partners, Ltd. 2. currently in place at Stoke Denton. The FFE will not be considered the personal property of the Contractor or any member of Denton Stoke, and ownership of the FFE will remain with the City of Denton throughout the term of this Contract and thereafter. The Contractor will be liable for any damage to the FFE during the term of this Contract. 3. The City will allow the Contractor to use the branding, logos, program markers, URL addresses, websites and other marketing materials owned by the City only during the performance of the services under this Contract. All intellectual property that is created by, owned, or otherwise paid for by the City as a work for hire shall be the property of termination of this Contract. In the event of termination, Contractor agrees to relinquish all such property and return it to the City. Contract # 6571 II. Program Costs. The Contractor will be allowed to charge and keep all membership fees collected from members of Stoke Denton in order to operate the space, pay for personnel, supplies, and cover future portions of the sublease as detailed in a separate sublease document. Such membership fees must be approved by the Director of Economic Development for the City of Denton. The Contractor further agrees to the following costs: Dec 2017--$100/mo budget for marketing at Contract Execution. Jun 2018 Increase to $500/mo budget for marketing. July 2018 Hire a full-time Community Coordinator Dec 2018 Hire a part-time Marketing Director, increase marketing budget to $750/mo. Jul 2019 Increase marketing budget to $1,500/mo. Dec 2019 Transition Marketing Director to full time Feb 2018Capital improvement expenditures of $29,000 over a three-year period to include the installation of ceiling insulation to eliminate echo and sound travel in the common work area and provide better sound isolation between the conference rooms that share a wall and the new layouts of the common area. III. Contract Term and Termination. The Contract term will be for an initial one (1) year period, effective from the date of the award as determined by the City of Denton Purchasing Department. The City will have the option to renew the Contract for additional one-year period(s) at its discretion but in no event shall the Contract extend beyond the February 28, 2021 lease termination. The Contract may be terminated by the City with thirty (30) days written notice to the Contractor; provided that, in the event of nonrenewal due to the City not allotting or appropriating sufficient funds for the renewed fiscal year, the City may terminate this Contract without notice. The following conditions will be grounds for automatic termination without notice during the term of the Contract: (1) Failure to meet the metrics and deliverables as stated herein; (2) Stoke Denton is destroyed by casualty; (3) Stoke Denton is taken by eminent domain either in whole or in part; (4) Contractor applies for, consents to, or is involuntarily subjected to receivership, trustee, or liquidator of all or substantially all of its assets; (5) Contractor files for bankruptcy or becomes otherwise insolvent; (6) Contractor fails to provide or maintain insurance for the Stoke Denton operation Standard Terms and Conditions in Exhibit C. IV. Deliverables and Performance Metrics. The Contractor must produce the following deliverables and metrics: A. Members a. Metrics i. Number of active memberships ii. Percentage of tech or tech-enabled members iii. Member satisfaction b. Deliverables i. Monthly report provided to the detailing the number, type, and company name of active memberships, the percentage of tech or tech-enabled members, and the results of the monthly member satisfaction survey. Contract # 6571 B. Marketing a. Metrics i. Number of regional startup and tech event sponsorships ii. community iii. Active daily use of Stoke social media b. Deliverables i. Economic Development by January 1, 2018, detailing how the Contractor will actively market Stoke to entrepreneurs, startups, tech companies, and remote workers within a 50-mile radius. ii. detailing the number of event sponsorships, number of blog posts, and pages views, reach, post engagements, impressions, or other appropriate data of social media activity C. Programming/Events a. Metrics i. Number of educational events/programs held at Stoke per month ii. Number of startup/tech events held at Stoke per month iii. Number of mentor session available/used per month b. Deliverables i. detailing the number of educational events/program, number of startup/tech events, and number of mentor session available/used D. Partnerships a. Metrics i. Number of active partnerships with education, nonprofit, and governmental communities b. Deliverables i. mic Development detailing Stoke partnership activities with University of North Texas, TechMill, Brand Accelerant, Denton Angels, and other relevant entities E. Additional Reporting a. of Economic Development monthly profit and loss statements for Stoke Denton operations and the data required under Sec. I.B.7 above. b. Comprehensive annual report: The Co of Economic Development no later than November 1, 2018, an annual comprehensive outputs and outcomes report summarizing metrics in categories A- D above, along with information such as Stoke Member Company financial or employment growth, capital funding success, exits, and other relevant indicators of member business health and growth. The outputs and outcomes data in the comprehensive annual report will be used to define metrics and deliverables in future contracts. Contract # 6571 V. Special Events. Liquor may be allowed only at special events catered by third part(ies), so long as the third-party caterer carries Liquor Liability Dram Shop insurance, in sufficient amounts as determined by the City of Denton. VI. Insurance. and Conditions. The Contractor must add the City as an additional insured on policies required under this Contract. Moreover, the Contractor shall assume all risks in connection with the adequacy of any insurance or self-insurance program and waives any claim against the City for any liability, costs or expenses arising out of any uninsured claim, in part or in full, or any nature whatsoever. The Contractor shall provide the City with a copy of the Certificate of Insurance showing compliance with this section within a reasonable time after the effective date of this Contract. VII. INDEMNITY. CONTRACTOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY, ITS OFFICERS, OFFICIALS, AGENTS, EMPLOYEES, AND REPRESENTATIVES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR INJURIES, DAMAGE, LOSSES AND EXPENSES INCLUDING BUT NOT LIMITED TO CHARACTER, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE BY THE CONTRACTOR OR THE CITY OF THE DUTIES UNDER 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 THE CITY, ITS OFFICERS, EMPLOYEES, AGENTS, SUBCONTRACTORS, LICENSEES AND INVITEES, OR OF THE CONTRACTOR, ITS DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES, OR CLAIMS OF ANY PAST OR FUTURE LIFE/SAFETY CODE VIOLATIONS, OR ANY REQUIREMENT OR AWARD RELATING TO COURSE OF EMPLOYMENT, WORKING CODNITIONS, WAGES, AND/OR COMPENSATION OF EMPLOYEES OR FORMER EMPLOYEES AT STOKE DENTON INCLUDING VIOLATIONS OF ANY STATE, LOCAL, OR FEDERAL EMPLOYEMNT OR OTHER LAW WHETHER COMMON LAW OR STATUTORY, AND INJURY TO PERSONS AND DAMAGE TO PROPERTY OR BUSINESS BY REASON OF ANY CAUSE WHATSOEVER IN AND ABOUT STOKE DENTON OR ELSEWHERE, UNLESS SUCH BREACH OF AGREEMENT. ANY INDEMNIFICATION SHALL APPLY REGARDLESS OF WHETHER OR NOT SAID CLAIM, DAMAGE, LOSS OR EXPENSE IS COVERED BY INSRUANCE AS HEREIN PROVIDED. IN THE EVENT THAT A CLAIM IS ASSERTED AGAINST EITHER PARTY OR BOTH, CONTRACTOR MUST PROVIDE THE CITY WITH A COPY OF SUCH CLAIM WITHIN A REASONABLE TIME FROM RECEIPT. VIII. Independent Contractor Status. The Contractor is an independent contractor, and nothing in this Contract, shall be construed or implied to create any partnership, join venture, agency, franchise, sales representative, or employment relationship between the parties. Neither party is an agent or representative of the other or is authorized to make any warranties or assume or create Contract # 6571 any other obligations on behalf of the other. IX. Compliance. Contractor must make all reasonable efforts to comply with all Federal, State, and Local laws, rules, regulations, requirements, orders, notices, determinations, and ordinances of the City of Denton, including without limitation, the state and local liquor authorities, and the requirements of any insurance companies covering any of the risks against which Stoke Denton is insured. Contract # 6571 Exhibit C Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings le 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 t statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed public rights-of-way. 1. . The Contractor shall fully and timely provide all the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly 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 # 6571 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and 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 deliverables at furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, 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 # 6571 C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising 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 applicab 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 a address and, if applicable, the tax identification number on the invoice must exactly match the Ci C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. Contract # 6571 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; which is not covered by insurance required to be provided by the Contractor; time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or 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 this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the Contract # 6571 performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the tions under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ Contract # 6571 any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, Contract # 6571 claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non- and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacture Contractor shall assist and cooperate with the City to the fullest extent to enforce such 22. WARRANTY SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery Contract # 6571 of the breach warranty, but failure to give timely notice shall not impair t 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. 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, - judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contract # 6571 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 t 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 Contrac 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 Contract # 6571 strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the Contract # 6571 solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. notice of erosion of the aggregate limits below occurrence limits for all applicable required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse affect on the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. Contract # 6571 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 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 fro and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) t 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 o 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 ncluding inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) dges 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 Contract # 6571 expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made- for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be Contract # 6571 identified. 40. ADVERTISING: The Contractor shall not advertise or 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 an Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the Contract # 6571 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 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 Contract # 6571 interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) 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: Contract # 6571 The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. Contract # 6571 D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and 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 # 6571 Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. erms and conditions 4. Purchase order 5. Supplier terms and conditions Contract # 6571 Exhibit D INSURANCE REQUIREMENTS AND Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. Contract # 6571 Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: \[X\] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. Coverage B shall include personal injury. Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage Contract # 6571 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 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. Contract # 6571 \[ \] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. \[ \] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. \[ \] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. \[ \] Riggers Insurance Said coverage may be Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Said coverage shall mirror the limits provided by the CGL coverage \[ \] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity ployees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. \[ \] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. Contract # 6571 ATTACHMENT 1 \[X\] Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, Contract # 6571 and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: Contract # 6571 a. a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. Th is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. Contract # 6571 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish an original notarized Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Sign and notarize the Form 1295 6. Email the notarized form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Contract # 6571 Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton Solicitation Checklist Check Task to be Completed by Respondent when Completed x Review Exhibit 2 General Provisions and Terms and Conditions x Review Exhibit 3 Scope of Work/Technical Specifications x Review Exhibit 4 Technical Drawings and Plans (if applicable) x Cover sheet x Solicitation number x Solicitation name x Firm name x Firm address x Contact name x Contact phone N/A Contact fax x Website address x Contact email address x Solicitation Checklist x Attachment A- Business Overview Questionnaire x Document how firm meets minimum qualifications (Section 3) x Detail to support evaluation criteria Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton x Attachment B Exception Form x Attachment D Reference Form x Attachment E Conflict of Interest Questionnaire Form with signature x Attachment F Acknowledgment x Acknowledgment of Addenda x Pro forma (Attachment A, question 30) x W-9 (Attachment A, question 30) N/A Three (3) years of financial statements audited is preferred (Attachment A, question 30) Submission signed by authorized officer, in the order specified below Hard Copy Submission: If submitting a hard copy, the City requires one (1) original and three (3) copies, with the pricing sheet submitted electronically in excel or emailed in excel to Ebids@cityofdenton.com with the Solicitation # and name in the subject line. Electronic Submission: If submitting an electronic proposal only, email to Ebids@cityofdenton.com with the Solicitation # and name in the subject line. The pricing sheet (Exhibit 1) must be in excel format. Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton ATTACHMENT A-BUSINESS OVERVIEW QUESTIONNAIRE XXXXXXXXXX AND FORMS 1. Firms Legal Name: Hickory & Rail Ventures, LLC Address: 608 E Hickory St, Suite 128, Denton, TX, 76205 Agent Authorized to sign contract (Name): Marshall Culpepper Agents email address: marshall@hickoryrail.com 2. N/A 3. PartnershipCorporationIndividualAssociation 4. 82-2752973 5. 09/08/2017 6. No 7. Yes,intheCityofDenton 8. a. Managementservicesforanentrepreneurialco-workingspace b. Accesstoinvestorsandmentorsforearlystage,highlyscalablestartups c. Programmingtosupportthecreationandgrowthofearlystagebusinesses Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton 9. No 10. No 11. No 12. http://www.osha.gov/pls/oshaweb/owasrch.search_form?p_doc_type=STA NDARDS&p_toc_level=1&p_keyvalue=1926 Yes 13. a. Responding firms principle place of business: 608 E Hickory St. Suite 128, Denton, TX 76205 b. Companys majority owner principle place of business: 608EHickorySt.Suite128,Denton,TX76205 Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton c. Ultimate Parent Companys principle place of business: N/A 14. Hickory&RailVenturesproposesasimple,lowcostmanagementstructurethatlowersthe /-(AR+obligationtowardtheleaseandoperationsofStokeoverthenext3years.Thisforcesour managementcompanytosurviveonitsownmerits,itselfbecomingasustainablebusinessthat doesnotrequiresubsidiesfromtheCity. Vision for Denton OurvisionforDentonisathrivingstartupcommunitywhereentrepreneurshaveaccessto talent,education,capital,andacommunityofotherentrepreneurstheycanlooktofor support.Weaimtotransformouruniquetownintothedefiningstartupecosystemofour region. OurinspirationandblueprintformanifestingtheDentonwewantcanbefoundinthepagesof BradX*52R+excellentbook,StartupCommunities--derivedfromhissuccessofbuilding TechStarsinthestartuphubBoulder,Colorado,acitywithroughlythesamenumberofpeople, schools,andproximitytoamajorcityasDenton. Inthemodernstartupeconomy,technologyplaysaveryimportantrolebecauseofitsabilityto reachunheardofscalewithrelativelylittlecapital.Whilewebelievetechnologystartupswill playacentralroleinC*)(0)R+startupecosystem,wealsorecognizethatstartupsinmanyfields arechangingtheworldinwaysnoonecouldhavepredicted,andwelcomeanykindofstartup thathastheattributesofhighcapitalefficiencyandscalability. Vision for Stoke WebelieveStokewillbethefirstofmanyplacesthatentrepreneursinourcitycancallhome, anditisimperativethatwebothbuilddensitywhilealsoprioritizingstartupsthathavea potentialforhighreturnstoourcommunity. Asourcapacityfills,andnon-startup,non-techmemberscycleout,wewillturnawaymembers that20)R(fitthemoldof: 1. Startupsandentrepreneurswithhighlyimpactfulbusinessmodels 2. For-profit,vision-drivenorganizationswithamixofhighbusinessandsocialimpact(B- corps) Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton 3. Tech-enabledsmallbusinessesthatsupportanaverageemployeesalaryover$50,000 peryear 4. Remoteworkersofstartups,ortech-enabledcompanies 5. Accelerators,Incubators,Investors,Mentors,andothersvitaltosupportingthestartup ecosystem Team Marshallisasoftwareengineerwith20yearsofexperience buildingopensourcesoftwareandhigh-growthtechnology companies. Marshallhasbeenearlyinseveraltechnologystartupsincluding JBoss(acq.byRedHat),Appcelerator(acq.byAxway),Spire,and isnowCEOandCo-founderofDenton-basedKubos,asatellite softwarecompany. MarshallCulpepper MarshallishighlyinvolvedinC*)(0)R+startupcommunity.As Owner thefirstPresidentandco-founderofthenon-profitTechMill, MarshalllaunchedC*)(0)R+firstco-workingspace,and organizedseveraltech-focusedevents. https://www.linkedin.com/in/marshallculpepper/ HeatherGregoryisacommunityorganizerandentrepreneur withabackgroundinnonprofitmanagement,smallbusiness operations,marketing,eventplanning,programdevelopment, anddesign. HeatherservedastheDirectorofStokefromJanuary2017- September2017.PriortothatshewastheCommunity CoordinatorandthenDirectorofSCRAPDenton,aProject Manageratafull-servicemarketingagency,andthecreatorand HeatherGregory ownerofafoodcartinPortland,Oregon. ExecutiveDirector SheisfounderandorganizerofC*)(0)R+MiniMakerFairewhich haditsfirsteventin2015.HeatherhasaBSinArchitecturefrom theUniversityofTexasinAustinandlivesinGainesvillewithher husbandandtheirdaughter. https://www.linkedin.com/in/heather-gregory-5304939/ Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton Our proposal TheheartofourthesisisthatthemanagementcompanybehindStokeshouldleadbyexample. Thatistosay,asabusinessteachingothershowtostartandgrowbusinesses,itshoulditselfbe agrowing,andsustainablebusiness.Todothis,ourproposalfocuseson3keyareas: 1. Decreasing the Citys obligations by paying for staff directly from revenue generated from the Space. 2. Increasing the value that Stoke provides to its members, resulting in increasing revenue. Being ready to take over ownership of the commercial lease at the end of the current lease Decreasingthe/-(AR+obligation Hickory&RailVentureswillbeginsavingtheCitymoneybypayingstaffdirectlyfrom membershiprevenue,whichimmediatelyremovesthe/-(AR+obligationtohireanExecutive Director. nd Startinginthe2year,H&RVwillalsopayaportionofrentandutilitiestotheCitytofurther decreasethe/-(AR+costs.Thesechangeswillbeaforcingfunctionofsustainability,while leavingenoughroomforcapitalre-investmentinthespace,andsettingH&RVuptocompletely takeoverthecommercialleasebyFebruary2021. Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton RentalincometoCity$-$12,000.00$12,000.00$3,000.00 UtilitiesincometoCity$-$-$12,000.00$3,000.00 $-$12,000.00$24,000.00$6,000.00 BuildingRent$(156,962.00)$(162,455.67)$(168,141.62)$(42,035.40) Utilities$(25,000.00)$(27,500.00)$(30,000.00)$(7,500.00) RentalSpace Improvements$-$-$-$- PersonnelPayment$-$-$-$- Branding/Marketing$-$-$-$- Other$(7,000.00)$(7,000.00)$(7,000.00)$(7,000.00) $(188,962.00)$(196,955.67)$(205,141.62)$(56,535.40) $(188,962.00)$(184,955.67)$(181,141.62)$(50,535.40) CostprojectionsandSavingsfortheCity WebasedthefiguresinthistableontheprovidedStokeDenton2017-2018budget,andmade thefollowingassumptionsandchanges: We removed the budgeted $65,000 director salary since that will be paid from membership revenue. We removed H&RV payment of Rental Income in 2018, to help us get off the ground. We projected increases in Building Rent by 3.5% per year, and Utilities $2,500 per year starting with the Citys budget from 2017-2018. We added $1,000 per month in payments from H&RV to the City starting in Dec 2018 \[total $12,000\], and $2,000 per month in payments to the City starting in Dec 2019 and lasting until the end of the lease \[total $30,000\] Thesefigureswillvarybasedonactualrentandutilities,butgiveagoodroughestimate. TosummarizethecostsavingstotheCityoverpreviousmanagementineachtimeperiod: BetweenDec2017cNov2018:$55,000.00 Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton BetweenDec2018cNov2019:$65,000.00 BetweenDec2019cFeb2021:$88,500.00\[Final15months\] Total:H&RVprojectionsshowsavingstotheCityofinsalary,rent,and utilityobligationsoverthenext3yearsoftheStokeleasecomparedtotheprevious managementagreement. IncreasingL(0H*R+ValueandRevenue H&RVwillincreasetheoverallvalueStokebringstoentrepreneursby: 1. Adding a budget for capital improvements to Stoke. 2. A marketing plan that includes a monthly budget 3. New programming partnerships that generate more interest, and provide additional sources of revenue. Withthesechanges,afocusonEvents,andaconservativegrowthestimatethatbuildstonear 100%capacitybytheendofthelease,H&RVwillbewellpositionedtotakeoverL(0H*R+ commercialleasealtogetherinFebruary2021. CapitalImprovementstoStoke Overthenext3years,H&RVhasbudgeted$29,000towardimprovementsinthespacethatwill improvetheoverallexperienceanddrawmorepeoplein.Atthetimeofwriting,weare currentlyassessingvariousprojectsandcostproposals,butafewoftheprojectsweintendto takeoninclude: Install ceiling insulation to eliminate echo and sound travel in the common work area. Better sound isolation between the conference rooms that share a wall. New layouts of the common area that separate the space visually. Marketing H&RVwillactivelymarketStoketoentrepreneurs,startups,techcompanies,andremote workerswithina50mileradius.WehaveseenevidencethatC*)(0)R+startupcommunitywill growfrombothwithin(ReadyRosie,Kubos),andfromstartupsmovingtoDenton(upventur, Flyp),andwewanttosupportboth. Whilewordofmouthandcustomersatisfactionarehighlyimportanttooursuccess,wewill investheavilyinmarketingtoensureStokeispullinginthebestandbrightestinourregion with: Regional startup & tech event sponsorships such as Denton Startup Weekend, Bootstrap Denton, and Dallas Startup Week. Blog content / thought leadership around Dentons startup community. Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton Targeted online ad campaigns. Active daily use of Social media. Search Engine Optimization on the Stoke website. OurMarketingbudgetwillalsobesupportedbyaMarketingDirectorthatishiredparttime initially,transitioningtoFTEby2020.ThebroadtimelineforourMarketingfundingisas follows: Dec 2017 \[Contract Execution\] - $100/mo at Contract Execution Jun 2018 Increase to $500/mo budget Dec 2018 Hire a part-time Marketing Director, increase to $750/mo budget Jul 2019 Increase marketing budget to $1,500/mo Dec 2019 Transition to FTE Marketing Director w/ $1,500/mo budget ProgrammingPartnerships HelpingentrepreneursandincreasingstartupdensityinDentonstartswithgreatprogramming. Aspartofthisproposal,wearebringingpartnershipswith4Dentonorganizationsthatwill incubate,fund,andsupportDentonstartupswithuniqueprogramming,andareexclusively supportingHickory&RailVentures: 1. :C*)(0)R+largestuniversitywillofferextended-learning entrepreneurshipanddigitaldesigncurriculumandcertificatesinsideofStoke,bringing thefirstofitskindpartnershipbetweenC*)(0)R+StartupCommunity,andUNT. 2. :TheoriginalforceforstartupandtechcommunityorganizinginDentonhas emergedasacrucialcomponentofStoke,withinnovativetecheducationandstartup eventslikeBootstrapDenton.TechMillwillcontinuetoorganizeeventsatStoke,and hascommittedtoorganizingmoreeventswithadditionalfundingfromH&RV. 3. :Anincubator,advisornetwork,andfundingnetworkfor entrepreneurswithahistoryofsupportingentrepreneurs.BrandAccelerantwillhavea membershipandofferitsresourcestoallStokemembers. 4. :Anewangelinvestornetworkfocusedoninvestinginearlystage Dentonareastartupswithinvestmentsrangingfrom$25,000-$150,000.DentonAngels ExecutiveDirectorPeggyHealeywillbeaStokemember,andwillholdtheirmonthly gX0'4Fheventwhereentrepreneurswillbemeetinvestorsfromthenetwork. Inadditiontothesepartnerships,H&RVplanstohireafull-timeCommunityCoordinatorinJuly 2018thatwilladdaday-to-dayresourceforourmembersandEvents,allowingtheExecutive Directortofocusonmarketingandbusinessdevelopment. Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton 15. a. b. Experience Bothmembersofourteamhaveexperiencerunningandmanagingentrepreneurialco-working spaces: Marshall created TechMill, Dentons first co-working space, and has organized several community events over the last 10 years including Denton Jelly, OpenHack, LittleDOCC, and Bootstrap Denton. Marshall has also been involved in technology startups his entire career, with experience in raising venture capital. Heather served as the Director ofStoke from January 2017-September 2017. Prior to that she was the Community Coordinator and then Director of SCRAP Denton, a Project Manager at a full-service marketing agency, and the creator and owner of a food cart in Portland, Oregon. NotablerecentpresswrittenaboutMarshallandHeather: https://www.dallasnews.com/business/business/2014/06/07/denton-startup- supporters-launch-nonprofit-tech-mill https://www.bizjournals.com/dallas/news/2014/11/18/techmill-why-we-partnered- with-square-205-for-new.html http://blog.semilshah.com/2017/04/08/the-story-behind-my-investment-in-kubos/ http://www.satellitetoday.com/newspace/2017/07/18/kubos-unveils-operating- system-small-spacecraft/ http://www.dentonrc.com/entertainment/denton-time/2014/12/24/new-space- opens-up-possibilities http://www.dentonrc.com/news/news/2016/10/08/the-joy-of-creation http://www.dentonrc.com/news/news/2017/01/14/creative-fuel Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton References 1. Ellen Ryfle Owner @ Banter Denton eryfle@gmail.com (940) 594-2524 2. Paul Echols CEO @ Square 205 paul@square205.com (214) 616-625 3. Patrick Peters EVP, GM of Programming @ Fourth Wall Media patrickepeters@gmail.com (214) 215-7759 4. Cindy Tysinger CEO @ GSATi ctysinger@gsati.com 469.287.6771;4408 5. Glen Farris VP Marketing @ VERUS gfarris@v-re.com +1(940)300-6743 6. Kyle Taylor President @ TechMill kyletaylored@gmail.com +1 (940) 231-4998 Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton TexasSecretaryofStateCertificateofFiling Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton IcertifythatourfirmmeetstheminimumqualificationsasstatedinthisMaindocument, Section3. _______________________Hickory&RailVentures,LLC_______09/25/2017_____ SignatureCompanyDate Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton XXXXXXX 16. OurvisionforDentonisathrivingstartupcommunitywhereentrepreneurshaveaccessto talent,education,capital,andacommunityofotherentrepreneurstheycanlooktofor support.Weaimtotransformouruniquetownintothedefiningstartupecosystemofour region. OurinspirationandblueprintformanifestingtheDentonwewantcanbefoundinthepagesof BradX*52R+excellentbook,StartupCommunities--derivedfromhissuccessofbuilding TechStarsinthestartuphubBoulder,Colorado,acitywithroughlythesamenumberofpeople, schools,andproximitytoamajorcityasDenton. Inthemodernstartupeconomy,technologyplaysaveryimportantrolebecauseofitsabilityto reachunheardofscalewithrelativelylittlecapital.Whilewebelievetechnologystartupswill playacentralroleinC*)(0)R+startupecosystem,wealsorecognizethatstartupsinmanyfields arechangingtheworldinwaysnoonecouldhavepredicted,andwelcomeanykindofstartup thathastheattributesofhighcapitalefficiencyandscalability. WebelieveStokewillbethefirstofmanyplacesthatentrepreneursinourcitycancallhome, anditisimperativethatwebothbuilddensitywhilealsoprioritizingstartupsthathavea potentialforhighreturnstoourcommunity. Asourcapacityfills,andnon-startup,non-techmemberscycleout,wewillturnawaymembers that20)R(fitthemoldof: 1. Startupsandentrepreneurswithhighlyimpactfulbusinessmodels 2. For-profit,vision-drivenorganizationswithamixofhighbusinessandsocialimpact(B- corps) 3. Tech-enabledsmallbusinessesthatsupportanaverageemployeesalaryover$50,000 peryear 4. Remoteworkersofstartups,ortech-enabledcompanies 5. Accelerators,Incubators,Investors,Mentors,andothersvitaltosupportingthestartup ecosystem 17. Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton ToincreasethedensityoftechandstartupsinDenton,creatingapositivefeedbackloopthat startswiththeUniversityandendswithstartupexits. 18. st By attracting more startups and tech companies with high paying, 21century jobs to Denton Through our partnerships, by funding startups with investment capital 19. Ourplanistoheavilyinvestinmarketing,capitalimprovements,andexpandedstafftoattract morememberstothespace.Coupledwithournewprogrammingpartnershipsandaccessto capital,weexpecttosaveenoughmoneyoverthenext3yearstotakeoverthecommercial leasecompletelybytheendofthecurrentleaseterm. 20. Ourcompanyisnew,butourteamhasdeeprootsintheDentonStartupCommunity: Marshall: st Co-founder & 1 President of TechMill Opened first Co-working space in Denton Founder and original organizer of the Denton Jelly, LittleDOCC, and Bootstrap Denton community events Co-founded Kubos, satellite software startup in downtown Denton with 3 Denton co-founders Actively mentors UNT students and Denton entrepreneurs about writing software and building their startup Heather: Served as Community Coordinator and Director of SCRAP Denton Served as the Director of Stoke from January 2017-September 2017. Worked at local digital marketing agency Produce Results as a Project Manager Founder and organizer of Dentons Mini Maker Faire 21. Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton We represent the Denton Startup Community. See the attached letters of support from our partners, current, and new Stoke members for a sample of the kind of support we have been able to get from the community in just a few weeks. 22. N/A 23. WelookforwardtoworkingwithCitystafftodefineatransitionplanthatoffloadsthe/-(AR+ managementobligationcompletely. MuchofthedetailsofthistransitionplanwilldependonmoredetailsfromtheCity. 24. 1. All day-to-day operations Membership tours and new member orientation Invoicing / payments Conference room scheduling for members Member support and communications (Slack) Restocking materials, supplies, coffee, snacks, etc. Maintenance and regular cleanup Member helpdesk and coordination with City IT 2. Marketing Social Media \[Twitter, Facebook, Instagram, etc\] Sponsorship & speaking at regional startup events Write regular blog content SEO / online advertisement 3. Programming / Events Management of tables, chairs, and other resources for events Access and management of the Space after normal work hours Event space scheduling 25. H&RVwillbedirectlyresponsibleformakingthespacesustainablethroughmembership, event,andsponsorshiprevenue.Thiscallsforamoreaggressivemarketingandstaffing modelthanusedbypreviousmanagement. Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton InadditiontoanExecutiveDirector,H&RVwillhireaCommunityCoordinatorand MarketingDirectoroverthenextfewyears,tobeginincreasingvalueandmarketingthe spacemoreeffectively.Bytheendofthelease,H&RVwillhave3full-timeemployees. Ourcommitmentistohighlyscalablebusinessesandhighpayingtechandtech-enabled jobs,andwewillfocusonmarketingtoandprioritizingmembersthatfitthebillasoutlined previously 26. As a co-working management company, we view our measurable business metrics as the following: Number of active memberships Number of startup and tech related events held in our space Percentage of our membership base that fits the tech-enabled profile, starting with a minimum of 50%, increasing to55% in Year 2, and 60% in Year 3. We will measure membership numbers through Cobot, a publicly available co-working member management platform that we will use in our day-to-day operations. We will measure the percentage of members that fit the tech-enabled profile using the definitions of tech or tech-enabled provided by the City of Denton in the first addendum to RFP 6571. 27. We will measure member satisfaction once a month with automated surveys using SurveyMonkey and our community Slack. It should be noted that we view member satisfaction as critical to our member retention and long-term success, and are happy to report these as part of our overall metrics to the City. 28. a. Primarylineofbusiness; i. Co-workingmanagementservices b. Organizationalsize; Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton i. 2 c. Structureandhistoryoftheorganization; i. SM-LLC,newforthepurposesofthisRFP d. Isyourcompanyownedby,partlyownedby,heldbyprivateequityinterests?If so,pleasedescribeindetail; i. No,justasingleindividualowner e. DiscloseallpartnersandBoardofDirectors(fullnames); i. MarshallCulpeppercManaging(andsole)Member f. ExperienceintheprovisionoftheservicesrequestedinthisRFP i. Approx.2years g. Percentageofthe60F.&)AR+totalbusinessintheareaofsimilaroperationand management; i. N/A(thisisanewbusiness) h. Thelocationoftheofficethatwillservicethe/-(AR+account;and i. 608EHickorySt.Suite128DentonTX76205 i. Nameandexperienceofthepersonthatwillbeassignedtothe/-(AR+account; i. MarshallCulpepper j. Locationofanyresourcesavailabletocenterstaff. i. n/a 29. Norelevantprofessionaldesignations(seerelevantexperiencementionedpreviously) 30. a) Pro forma b) Submit IRS Form W-9 Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton c) Three (3) years for financial statements (income statement and balance sheet). The City prefers audited statements if available. If this these documents are not available, please not the exception on Attachment B. Additional documentation may be required at the Citys discretion. Seeattached 31. Based on our 3 year projection, the average monthly cost to the City over the remainder of the current lease is $15,418.31. 32. H&RV only requires that the City continue to pay the commercial lease and utilities to the landlord, while H&RV collects membership, sponsorship, and programming revenue, and a minimum 1 year contract to give us time to establish growth in the space. Depending on the best situation for the City, H&RV can invoice and collect fees directly, or the City can collect fees, and H&RV will invoice the City. 33. Hickory & Rail Ventures, LLC is a Single-Member Limited Liability Company, whose sole Managing Member, Marshall Culpepper, has no familial relationship with any City Council Member, City official, or City employee. In the interest of transparency, H&RV Employee Heather Gregory is the daughter of Denton City Council Member Dalton Gregory (see our disclosure in the Conflict of Interest Questionnaire). 34. ItisfundamentaltoHickory&RailVenturessuccesstomakeemployeediversityabusiness priority,withacommitmenttoequalopportunity. Businessactivitiessuchashiring,promotion,andcompensationofemployees,areconducted withoutregardtorace,color,nationalorigin,ancestry,sex,sexualorientation,genderidentity orexpression,religion,age,pregnancy,disability,work-relatedinjury,coveredveteranstatus, Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton politicalideology,geneticinformation,maritalstatus,oranyotherfactorthatthelawprotects fromemploymentdiscrimination. EverymanageratHickory&RailVenturesisexpectedtoabidebyourpolicy,andallapplicable lawsonthissubject,andtoupholdourcommitmenttoworkforcediversity. Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton ATTACHMENT B-SUBMISSION XXXXXXXX EXCEPTIONS/CLARIFICATIONS exceptionsorclarificationstakentothissolicitation )mustbeitemizedonthelines below.Additionalpagesmaybeaddedasneeded.Iftherearenoexceptionsor clarifications,pleasesignwhereindicatedatthebottomofthepage. Item#Description _______1Wehavenothadadequatetimetoacquireacertificateofinsurancebutwillbeable tosecureandprovideadequateinsurancebythedatewebeginoperationsonDecember1, 2017 _______2___Hickory&RailVentures,LLCisanewentityformedspecificallytorespondtothis proposal,andhasnofinancialhistorytoprovide _______3WeacknowledgeHeathera'*E0'AR+relationshiptoCouncilmanDaltonGregory,but alsobelieveduetohertrackrecordbuildingcommunityinStokethatsheisthebestpersonto lead. _______4__Ourexperienceinrunningco-workingspacesislimitedtoindependentspaces,not government-fundedmanagement _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ Theaboveexceptionsandclarifications(andanyadditionalpagesidentified)aretheONLY exceptions/clarificationstothespecifications,GeneralProvisionsandTermsandConditionsin Exhibit2,andsamplecontracttothissolicitation.IunderstandthattheCitymaynotaccept additionalexceptionsproducedafterfinalsubmissionofthisproposal. Hickory & Rail Ventures, LLC10 / 02 / 2017 _________________________________________________________________ SignatureCompanyDate Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton ATTACHMENT D-REFERENCES XXXXXXXX Pleaselistthree(3)referencesfortheservicesrequested.TheCityprefersreferencesfrom governmentalentities,particularlymunicipalitiesofsimilarsize. GOVERNMENT/COMPANYNAME:BanterDenton LOCATION:219W.Oak,Denton,TX76201 CONTACTPERSONANDTITLE:EllenRyfle TELEPHONENUMBER:(940)594-2524 SCOPEOFWORK:Co-workingManagement CONTRACTPERIOD:06/2014c11/2014 GOVERNMENT/COMPANYNAME:Square205 LOCATION:210SElm,DentonTX76201 CONTACTPERSONANDTITLE:PaulEchols TELEPHONENUMBER:(214)616-6253 SCOPEOFWORK:Co-workingmanagement CONTRACTPERIOD:11/2014c3/2015 GOVERNMENT/COMPANYNAME:GSATi LOCATION:100W.OakStreet,#200,Denton,Texas76201 CONTACTPERSONANDTITLE:CindyTysinger TELEPHONENUMBER:469.287.6771;4408 SCOPEOFWORK:Co-workingManagement Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton Bylawthisquestionnairemustbefiledwiththerecordsadministratorofthelocalgovernmententitynotlaterthan the7thbusinessdayafterthedatethevendorbecomesawareoffactsthatrequirethestatementtobefiled. Section176.006(a-1),LocalGovernmentCode. AvendorcommitsanoffenseifthevendorknowinglyviolatesSection176.006,LocalGovernmentCode.Anoffense underthissectionisamisdemeanor. th (Thelawrequiresthatyoufileanupdatedcompletedquestionnairewiththeappropriatefilingauthoritynotlaterthanthe7businessdayafter thedateonwhichyoubecameawarethattheoriginallyfiledquestionnairewasincompleteorinaccurate.) NameofOfficer 09/25/2017 CONTRACTPERIOD:3/2015c06/2016 Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton ATTACHMENT F-ACKNOWLEDGEMENT XXXXXXXX TheundersignedagreesthissubmissionbecomesthepropertyoftheCityofDentonaftertheofficial opening. Theundersignedaffirmshehasfamiliarizedhimselfwiththespecification,drawings,exhibitsand otherdocuments;thelocalconditionsunderwhichtheworkistobeperformed;satisfiedhimselfof theconditionsofdelivery,handlingandstorageofmaterialsandequipment;andallothermatters thatwillberequiredfortheworkbeforesubmittingaresponse. Theundersignedagrees,ifthissubmissionisaccepted,tofurnishanyandallitems/servicesupon whichpricesareoffered,attheprice(s)anduponthetermsandconditionscontainedinthe specification.Theperiodforacceptanceofthissubmissionwillbe120calendardaysunlessa differentperiodisnoted. Theundersignedaffirmsthattheyaredulyauthorizedtoexecutethiscontract,thatthissubmission hasnotbeenpreparedincollusionwithanyotherrespondent,noranyemployeeoftheCityof Denton,andthatthecontentsofthissubmissionhavenotbeencommunicatedtoanyother respondentortoanyemployeeoftheCityofDentonpriortotheacceptanceofthissubmission. RespondentherebyassignstotheCityanyandallclaimsforoverchargesassociatedwiththis contractwhichariseundertheantitrustlawsoftheUnitedStates,15USCASection1etseq.,and whichariseundertheantitrustlawsoftheStateofTexas,Tex.Bus.&Com.Code, Section15.01,etseq. Theundersignedaffirmsthattheyhavereadanddounderstandthespecifications,allexhibitsand attachmentscontainedinthissolicitationpackage. Theundersignedagreesthatthesolicitationpackagepostedonthewebsitearetheofficial specificationsandshallnotaltertheelectroniccopyofthespecificationsand/orpricingsheet(Exhibit 1),withoutclearlyidentifyingchanges. TheundersignedunderstandstheywillberesponsibleformonitoringtheCityofDentonPurchasing Websiteat:http://www.cityofdenton.com/index.aspx?page=397toensuretheyhavedownloaded andsignedalladdendum(s)requiredforsubmissionwiththeirresponse. IcertifythatIhavemadenowillfulmisrepresentationsinthissubmission,norhaveIwithheld informationinmystatementsandanswerstoquestions.Iamawarethattheinformationgivenby meinthissubmissionwillbeinvestigated,withmyfullpermission,andthatanymisrepresentations oromissionsmaycausemysubmissiontoberejected. Acknowledgereceiptoffollowingaddendatothesolicitation: AddendumNo1Dated__9/26/2017_____________Received___9/27/2017______ AddendumNo2Dated_______________________Received_________________ AddendumNo3Dated_______________________Received_________________ Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton Hickory&RailVentures,LLCSignature 10 / 02 / 2017 608EHickoryStSuite128Date Denton,TX76205NameMarshallCulpepper ___________________________________TitleOwner______________________ Tel.No.940-448-0080FaxNo.N/A______________________ Email.marshall@hickoryrail.com_________ Exhibit F Supplemental Information provided via email October 18, 2017 1. The City estimates it has $132,000 in capital expenditures (fiber, AV, security, and furniture/fixtures) on Stoke that are left to be depreciated over the remaining term of the lease. Will the respondent address their ability to mitigate these costs for the City? These expenditures were not originally listed in the RFP, and as such we have not had enough time to incorporate them as a consideration into our overall financial plan. Is it possible that we could get an itemized list of capital expenditures and their remaining depreciation? Our general intention will be to buy like to understand the full scope of the commitment before agreeing to anything. 2. On page 21 of the response, the respondent addresses the percentage of the membership base that fits the tech/tech enabled profile as 50% Year 1, 55% Year 2, and 60% Year 3. This likely will be unacceptably low to the City Council. Will the respondent revise these numbers? These estimates were based on Stoke membership percentages that were calculated in September before City management took over the space. According to the latest numbers, we would be happy to revise these to 60% for Year 1, 65% for Year 2, and 70% for Year 3. It should also be noted that while we intend to measure tech/tech enabled membership percentage, we e our ultimate goal is to become a sustainable business that can take this space off the hands after the end of the current lease. 3. On pages 9 and 10 of the response, the respondent projects costs and savings to the City under the proposal. Will the respondent clarify the assumptions related to membership numbers, membership rates, and/or other sources of revenue that they used to determine their ability to If you look at the 3 years of pro-forma financials that were provided, there are roll ups of each kind of membership in the spreadsheet that show our assumptions month-to-month for how the space will grow. Painting with a broad brush, our assumptions: * We will maintain enough membership revenue from current members to pay the salary of our Executive Director, Heather Gregory, so that the City can stop paying the $65,000 salary altogether * We looked at conservative membership growth estimates from the last ye projected them forward over the next 3 years with an emphasis on dedicated and co-working desks, with an aim to be over 100% capacity (since many desks are shared) by the end of the 3 year lease. * We will also actively seek out new revenue sources in the form of sponsorships for Events and access to Stoke members (see sponsorship assumptions and pricing in the Pro-forma financials). Both the rental and utilities obligations will come from these increases in revenue 4. Also on pages 9 and 10, the respondent outlines projected cost savings to the City. Will the respondent confirm the projected cost savings to the City? These projected savings are based on the latest budget released from the City that assumes the City will take on plan to the management agreement of the DEC, our estimate is Hickory & Rail Ventures will save the City Exhibit F over $200,000. Please see the table on Page 9 which covers the assumptions built into these projections, -2019 or 2019-2020. БͲЉЎЋЎͲЉЉЉАͲЉЉЉ ЊЋͲААЎЊЎͲЉЉЉЋЏͲЎЋЌЊЎͲЉЉЉЊЋͲЋЋЎЊЋͲАЌЊЊЋͲЉЉЉЊЋͲЉЉЉЌЉͲЉЉЉ 24,00091,287 ЊЉЉͲВЍЊ ЊЊЍͲЉЋАЊЏБͲЊЍЋ ЊЏБͲЊЍЋ 108,993 381,422 205,142 (272,429)(181,142) Year 3 Year 3 Projection Projection $ $ $ $ $ $ $ υ υ υ υ Ώ АͲБЊБЎͲЉЉЉАͲЉЉЉ ВБͲЉЉЊЊЋͲААЎЊЎͲЉЉЉЋЎͲАЎЉЊЎͲЉЉЉЊЋͲЋЋЎЊЋͲЌЏЉЊЋͲЉЉЉЋАͲЎЉЉ 12,00080,497 ЊЊЉͲАЉЎЊЏЋͲЍЎЏ ЊЏЋͲЍЎЏ 105,818 371,271 196,956 (265,453)(184,956) Year 2 Year 2 Projection Projection $ $ $ $ $ $ $ υ υ υ υ ΏΏ- АͲЎВЉЎͲЉЉЉАͲЉЉЉ ВЎͲЊЍЏЊЋͲААЎЊЎͲЉЉЉЋЎͲЉЉЉЊЎͲЉЉЉЊЋͲЋЋЎЊЋͲЉЉЉЋЎͲЉЉЉ 69,745 ЊЉАͲЍБЊЊЎЏͲВЏЋ ЊЎЏͲВЏЋ 102,736 361,443 188,962 (258,707)(188,962) Year 1 Year 1 Projection Projection $ $ $ $ $ $ $ υ υ υ υ CITY OF DENTON STOKE REVENUES OVER EXPENSES HRV CONTRACT CITY REVENUES AND EXPENSES CURRENT CITY OPERATION REVENUES AND EXPENSES RevenuesRevenues Net Income ExpendituresExpenditures Net Income HRV Contract (City) aĻƒĬĻƩƭŷźƦ CĻĻƭhƷŷĻƩ Total Revenues tĻƩƭƚƓƓĻƌ {ĻƩǝźĭĻƭağƷĻƩźğƌƭ ε {ǒƦƦƌźĻƭağźƓƷĻƓğƓĭĻ ε wĻƦğźƩ.ǒźƌķźƓŭ wĻƓƷ ƷźƌźƷźĻƭ.ƩğƓķźƓŭΉağƩƉĻƷźƓŭhǒƷƭźķĻ /ƚƓƷƩğĭƷ {ĻƩǝźĭĻƭƩğźƓźƓŭƩğƓƭŅĻƩƭ Total Expenditures wĻƓƷğƌ ƷźƌźƷźĻƭ Total Revenues.ǒźƌķźƓŭ wĻƓƷ Λtğźķ ĬǤ /źƷǤΜ ƷźƌźƷźĻƭ Λtğźķ ĬǤ /źƷǤΜhƷŷĻƩ Λtğźķ ĬǤ /źƷǤΜ Total ExpendituresSavings to City from HRV Proposal Economic Development Oct. 24, 2017 Management Options for Stoke Denton Caroline Booth Present information on management options for the Stoke Denton Entrepreneur Center / 13 Objective: 2 Council declines to renew the City assumes Stoke management : Primary operations team of 4 City staffersAdditional support from 4 other City staffers Aug. 22 Stoke management contract with the Dallas Entrepreneur Center; directs staff to take over Stoke operations and issue an RFP for new management optionsOct. 1 / 13 Background 3 issued solicitation meeting held - closes RFP Pre Evaluation Committee meets RFP . 3 Sent to 4 potential respondents; posted online and advertised in newspaper6 attendees representing 4 potential respondents1 response received Sept. 12 Sept. 21 OctOct. 10 / 13 Background: 4 a thriving startup community where entrepreneurs s a The management company behind Stoke should lead by Denton companyMarshall Culpepper is sole managing member esponse from Hickory & Rail Ventures, LLC RVision: Denton have access to talent, education, capital, and a community of other entrepreneurs example. A business teaching others how to start and grow businesses should itself be a growing, sustainable business / 13 Proposal: 5 corps) - day operations, marketing, and - to - driven organizations with the mix of high business and social impact (B - profit, vision - space and remitting funds to the City in Years 2 & 3; total estimated savings to the City: $241,529Increasing the value that Stoke provides to its members, resulting in increased revenueContinuing Tech/tech enabled small businesses that support an average salary over $50,000 per yearStartups and entrepreneurs with highly impactful business modelsForRemote workers of startups or tech/tech enabled companiesAccelerators, incubators, investors, mentors, and others vital to supporting the startup ecosystem Business model built on:Hickory & Rail Ventures proposes to provide all dayprogramming and events for Stoke.Member recruitment focused on: / 13 Proposal: 6 stage - membership; entrepreneurship and partnerships and events at Stoke under learning - inside Stoke director will have a Stoke brings exclusive management Will offer extended : investor network focused on investing in early : An incubator, advisor network, and funding network for startups. Executive : Angel & Rail Ventures Will organize increased programming Angels University of North Texas digital design curriculum and certificates TechMill:Brand Accelerant entrepreneurs, Brand Accelerant will have a membership at Stoke and offer its resources to all Stoke members. Denton Denton area group with investors from the network, at Stoke. Hickory with four Denton organizations that will incubate, fund, and support Denton startups: / 13 Proposal: 7 award it: in the following categories report information annual deliverables financial be included in the contract with Hickory & Rail MembersMarketingProgramming/EventsPartnerships Metrics and will Ventures, should Council choose to Monthly Comprehensive / 13 Performance: 8 . will begin paying the Hickory & Rail in Year 2, Hickory & In Year 1, Ventures of membership feesStarting Rail Ventures will pay $1,000/month back to the City; Year 3 increases to $2,000/monthTotal savings to City from Hickory & Rail proposal : $241,529 / 13 Fiscal Information: 9 operations with City management of Stoke, maximum control over Stoke operationsno need for another transitionmore expensive option Pros: Cons: Continue adding an FTE to handle / 13 Options: 10 241,529 over 3 years) $ working space management and tech/startup - in from startup community - xpertise in co ebusinesses savings vs. City management (plan for sustainability after Feb. 2021buyexclusive partnershipssecond transition for current members Pros: Cons: Award management contract to Hickory & Rail Ventures, LLC / 13 Options: 11 LLC Award management contract to Hickory & Rail Ventures, / 13 Recommendation: 12 Caroline Booth Seeking direction on the preferred option / 13 Direction: 13 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-1471,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction on the City Auditor recruitment process. City of DentonPage 1 of 1Printed on 10/20/2017 powered by Legistar™ City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Human Resources CM/ DCM/ ACM: Todd Hileman DATE: October 24, 2017 SUBJECT Receive a report, hold a discussion, and give staff direction on the City Auditor recruitment process. BACKGROUND City Auditor Craig Hametner submitted his letter of resignation, effective immediately, on October 16, 2017. hired. Our contract with Waters includes a 24-month guarantee against termination or resignation for any reason. They will waive their professional fee if we conduct another search with them and only charge us for any project-related expenses. Staff is seeking direction on how the Council wants to proceed in filling this vacancy. OPTIONS Re-contract with Waters to conduct the search, contract with another search firm to conduct the search, or conduct the search in-house with the assistance of the Human Resources staff. STRATEGIC PLAN RELATIONSHIP -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family-Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Organizational Excellence Related Goal: 1.2 Develop a high-performance work force EXHIBITS Exhibit 1 Agenda Information Sheet Respectfully submitted: Carla Romine Director of Human Resources City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-1469,Version:1 AGENDA CAPTION DeliberationsregardingaPersonnelMatter-UnderGovernmentCode,Section551.074;andConsultationwith Attorneys - Under Texas Government Code, Section 551.071. Deliberateanddiscusstheappointment,employment,duties,resignationandcontractoftheCityAuditor, includingtheappointmentofaninterimInternalAuditor;consultationwiththeCity’sattorneysregarding associatedlegalissueswhereapublicdiscussionassociatedwiththeselegalmatterswouldconflictwiththe dutyoftheCity’sattorneystotheCityofDentonandtheDentonCityCouncilundertheTexasDisciplinary Rules of Professional Conduct of the State Bar of Texas. City of DentonPage 1 of 1Printed on 10/20/2017 powered by Legistar™ City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-1466,Version:1 AGENDA CAPTION Deliberations regarding a Personnel Matter - Under Texas Government Code, Section 551.074. Deliberateanddiscusstheevaluation,duties,discipline,procedures,andcontractsoftheCityManagerand Municipal Judge. City of DentonPage 1 of 1Printed on 10/20/2017 powered by Legistar™ City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-1477,Version:1 AGENDA CAPTION Consultation with Attorneys - Under Texas Government Code, Section 551.071. Receiveareport,consult,discussanddeliberatewiththeCity’sattorneysregardinglegalissuesassociatedwith aninvestigationastotheinternaloperationsoftheCityofDentonParksandRecreationDepartmentandasto thebusinessrelationshipbetweentheCityofDentonandtheDentonParksFoundation,whereapublic discussionassociatedwiththeselegalmatterswouldclearlyconflictwiththedutyoftheCity’sattorneystothe CityofDentonandtheDentonCityCouncilundertheTexasDisciplinaryRulesofProfessionalConductofthe State Bar of Texas. City of DentonPage 1 of 1Printed on 10/20/2017 powered by Legistar™ City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-1472,Version:1 AGENDA CAPTION Consideradoptionofanordinanceacceptingacompetitiveproposalandawardingacontractforthe managementoftheCity’sStokeDentonEntrepreneurCenter(RFP6571);authorizingtheCityManageror designee to execute the form of contract; and providing for an effective date. City of DentonPage 1 of 1Printed on 10/20/2017 powered by Legistar™ City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Materials Management CM: Todd Hileman DATE: October 24, 2017 SUBJECT Consider adoption of an ordinance of the City of Denton accepting a competitive proposal and awarding a (RFP 6571); authorizing the City Manager, or designee to execute the form of contract; and providing for an effective date. FILE INFORMATION This item is for management Stoke Denton Entrepreneur Center. These services include managing the day-to-day operations, marketing, and programming/events. management contract for the Stoke Denton Entrepreneur Center. Council directed City staff to take over operations of Stoke beginning on October 1, 2017, and to issue a Request for Proposals (RFP) for management services of Stoke. On September 12, 2017, an RFP was sent to four (4) prospective suppliers of management services for Stoke. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. A pre-solicitation meeting was held by Materials Management on September 21; it was attended by four potential respondents. One (1) proposal was received and evaluated by the Evaluation Committee based upon the published criteria. Hickory & Rail Ventures, LLC, was the sole respondent; one other potential respondent that attended the pre-solicitation meeting opted to sup Members of the RFP Evaluation Committee were: Todd Hileman, City Manager Bryan Langley, Deputy City Manager Aaron Leal, Interim City Attorney Melissa Kraft, Chief Technology Officer Tony Puente, Assistant Director of Finance Karen Smith, Purchasing Manager Caroline Booth, Director of Economic Development PROPOSAL DETAILS Hickory & Rail Ventures, LLC, is a single-member limited liability company based in Denton. Marshall Culpepper is its sole managing member. While the company is new, Culpepper has deep roots in the Denton startup community. He is a software engineer with 20 years of experience in building open-source software and high-growth tech companies. He is CEO and cofounder of Denton-based Kubos, a satellite software -working space, and has organized several Denton tech community events over the past 10 years, including Bootstrap Denton, LittleDOCC, and OpenHack. Hickory & Rail Ventures plans to hire Heather Gregory, who served as Stoke director from January- September 2017, as the executive director. According to its propo where entrepreneurs have access to talent, education, capital, and a community of other entrepreneurs they can look to for support. As non-startup, non-tech members cycle out of Stoke, Hickory & Rail Ventures will focus on recruiting the following types of members: Startups and entrepreneurs with highly impactful business models For-profit, vision-driven organizations with the mix of high business and social impact (B-corps) Tech/tech enabled small businesses that support an average salary over $50,000 per year Remote workers of startups or tech/tech enabled companies Accelerators, incubators, investors, mentors, and others vital to supporting the startup ecosystem Hickory & Rai growing, sustainable business. Its proposal focuses on three areas: D Increasing the value that Stoke provides to its members, resulting in increasing revenue Being ready to sign a new commercial lease to fully take over the s Hickory & Rail Ventures proposes to provide all day-to-day operations, marketing, and programming and events for Stoke. It will be directly responsible for making the space sustainable through membership, event, and sponsorship revenue, which will entail a more aggressive marketing and staffing model than used by the previous management provider. They plan to immediately begin paying the executive from membership revenue. Starting in Year 2, Hickory & Rail Ventures will pay $1,000/month back to the still allowing Hickory & Rail Ventures the revenue needed to ramp up marketing, expand staffing, make capital re-investments in the space, and build savings in order to be ready to sign a new lease in 2021. As part of its proposal, Hickory & Rail Ventures is bringing exclusive partnerships with four Denton organizations that will incubate, fund, and support Denton startups: University of North Texas: Instead of submitting its own proposal for Stoke management services, UNT instead decided to support and partner with Hickory & Rail Ventures to offer extended- learning entrepreneurship and digital design curriculum and certificates inside of Stoke. TechMill: The original force for startup and tech community organizing in Denton has emerged as a crucial component of Stoke. TechMilll is committed to organizing more programming and events Brand Accelerant: An incubator, advisor network, and funding network for entrepreneurs, Brand Accelerant will have a membership at Stoke and offer its resources to all Stoke members. Denton Angels: A new angel investor network focused on investing in early-stage Denton area startups with investments ranging from $25,000- have a Stoke membership and the group meet with investors from the network, at Stoke. PERFORMANCE MEASURES The following metrics and deliverables will be included in the contract with Hickory &Rail Ventures, should Council choose to award it: A. Members a. Metrics i. Number of active memberships ii. Percentage of tech or tech-enabled members iii. Member satisfaction b. Deliverables i. the number, type, and company name of active memberships, the percentage of tech or tech-enabled members, and the results of the monthly member satisfaction survey B. Marketing a. Metrics i. Number of regional startup and tech event sponsorships ii. Number of blog posts/c iii. Active daily use of Stoke social media b. Deliverables i. Development by January 1, 2018, detailing how the Contractor will actively market Stoke to entrepreneurs, startups, tech companies, and remote workers within a 50- mile radius. ii. the number of event sponsorships, number of blog posts, and pages views, reach, post engagements, impressions, or other appropriate data of social media activity C. Programming/Events a. Metrics i. Number of educational events/programs held at Stoke per month ii. Number of startup/tech events held at Stoke per month iii. Number of mentor session available/used per month b. Deliverables i. the number of educational events/program, number of startup/tech events, and number of mentor session available/used D. Partnerships a. Metrics i. education, nonprofit, and governmental communities b. Deliverables i. Stoke partnership activities with University of North Texas, TechMill, Brand Accelerant, Denton Angels, and other relevant entities Development monthly profit and loss statements for Stoke operations. Development no later than November 1, 2018, an annual comprehensive outputs and outcomes report summarizing metrics in categories A-D above, along with information such as Stoke member company financial or employment growth, capital funding success, exits, and other relevant indicators of member business health and growth. RECOMMENDATION Award a contract for management of the Stoke Denton Entrepreneur Center to Hickory and Rail Ventures, LLC, for a one-year term with the option to renew for an additional two (2) one-year periods or through February 28, 2021 (facility lease expiration). PRINCIPAL PLACE OF BUSINESS Hickory and Rail Ventures, LLC Denton, TX ESTIMATED SCHEDULE OF PROJECT This is an initial one (1) year contract with the option to renew for an additional two (2) one-year periods or through February 28, 2021 (facility lease expiration), with terms and conditions subject to change. FISCAL INFORMATION This contract does not involve payments from the City to the Contractor. Exhibit 2 is a financial comparison prepared by the Finance Department. assumptions/budget for the City to run the facility itself. The Personnel Services line reflects one FTE equivalent to a program manager, as an FTE will have to be hired if the City continues management. (There currently are multiple staff members from different departments assisting with Stoke management.) The remainder of the budget is what was included in the FY2017-18 adopted budget. Please note that it may be somewhat elevated due to not fully knowing what it will take for the City to run the facility for a full year. OPTIONS 1. Award management contract to Hickory & Rail Ventures, LLC 2. Continue with City management of Stoke, adding an FTE to handle operations PRIOR ACTION/REVIEW (Council, Boards, Commissions) September 12, 2017 Work session presentation regarding the transition plan for Stoke Denton. August 22, 2017 Work session presentation on the Stoke Denton management contract with the DEC; 7, new management. STRATEGIC PLAN RELATIONSHIP -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: Agenda Information Sheet Exhibit 2: Financial Comparison Exhibit 3: Ordinance Exhibit 4: Contract Exhibit 5: Presentation Respectfully submitted: Karen Smith, 349-8436 Purchasing Manager Information concerning this acquisition, contact: Caroline Booth at 940-349-7751. БͲЉЎЋЎͲЉЉЉАͲЉЉЉ ЊЋͲААЎЊЎͲЉЉЉЋЏͲЎЋЌЊЎͲЉЉЉЊЋͲЋЋЎЊЋͲАЌЊЊЋͲЉЉЉЊЋͲЉЉЉЌЉͲЉЉЉ 24,00091,287 ЊЉЉͲВЍЊ ЊЊЍͲЉЋАЊЏБͲЊЍЋ ЊЏБͲЊЍЋ 108,993 381,422 205,142 (272,429)(181,142) Year 3 Year 3 Projection Projection $ $ $ $ $ $ $ υ υ υ υ Ώ АͲБЊБЎͲЉЉЉАͲЉЉЉ ВБͲЉЉЊЊЋͲААЎЊЎͲЉЉЉЋЎͲАЎЉЊЎͲЉЉЉЊЋͲЋЋЎЊЋͲЌЏЉЊЋͲЉЉЉЋАͲЎЉЉ 12,00080,497 ЊЊЉͲАЉЎЊЏЋͲЍЎЏ ЊЏЋͲЍЎЏ 105,818 371,271 196,956 (265,453)(184,956) Year 2 Year 2 Projection Projection $ $ $ $ $ $ $ υ υ υ υ ΏΏ- АͲЎВЉЎͲЉЉЉАͲЉЉЉ ВЎͲЊЍЏЊЋͲААЎЊЎͲЉЉЉЋЎͲЉЉЉЊЎͲЉЉЉЊЋͲЋЋЎЊЋͲЉЉЉЋЎͲЉЉЉ 69,745 ЊЉАͲЍБЊЊЎЏͲВЏЋ ЊЎЏͲВЏЋ 102,736 361,443 188,962 (258,707)(188,962) Year 1 Year 1 Projection Projection $ $ $ $ $ $ $ υ υ υ υ CITY OF DENTON STOKE REVENUES OVER EXPENSES HRV CONTRACT CITY REVENUES AND EXPENSES CURRENT CITY OPERATION REVENUES AND EXPENSES RevenuesRevenues Net Income ExpendituresExpenditures Net Income HRV Contract (City) aĻƒĬĻƩƭŷźƦ CĻĻƭhƷŷĻƩ Total Revenues tĻƩƭƚƓƓĻƌ {ĻƩǝźĭĻƭağƷĻƩźğƌƭ ε {ǒƦƦƌźĻƭağźƓƷĻƓğƓĭĻ ε wĻƦğźƩ.ǒźƌķźƓŭ wĻƓƷ ƷźƌźƷźĻƭ.ƩğƓķźƓŭΉağƩƉĻƷźƓŭhǒƷƭźķĻ /ƚƓƷƩğĭƷ {ĻƩǝźĭĻƭƩğźƓźƓŭƩğƓƭŅĻƩƭ Total Expenditures wĻƓƷğƌ ƷźƌźƷźĻƭ Total Revenues.ǒźƌķźƓŭ wĻƓƷ Λtğźķ ĬǤ /źƷǤΜ ƷźƌźƷźĻƭ Λtğźķ ĬǤ /źƷǤΜhƷŷĻƩ Λtğźķ ĬǤ /źƷǤΜ Total ExpendituresSavings to City from HRV Proposal ORDINANCE NO. ______________ AN ORDINANCE OF THE CITY OF DENTON ACCEPTING A COMPETITIVE PROPOSAL AND AWARDING A CONTRACT FOR THE MANAGEMENT OF THE DENTON ENTREPRENEUR CENTER (RFP 6571); AUTHORIZING THE CITY MANAGER, OR DESIGNEE TO EXECUTE THE FORM OF CONTRACT; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City seeks to drive new business creation and job growth by fostering a sustainable startup community for entrepreneurs primarily in early-stage tech and tech-enabled businesses; and WHEREAS, to achieve this public purpose, the City leased a commercial space of approximately 9,000 square feet at 608 East Hickory, Denton, Texas 76201 with Rail Yard Partners, Ltd. WHEREAS, the City solicited, received, and reviewed competitive proposals for the management of Stoke Denton in accordance with State law procedures and City ordinances; and WHEREAS, the City Manager or a designated employee has received and recommended that the herein described proposal is the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposal; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference. SECTION 2. The attached Contract by and between City of Denton, Texas and Hickory & Rail Ventures, LLC is 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 Proposal No. 6571 on file in the office of the Purchasing Agent. SECTION 3. By the acceptance and approval of the attached Contract, the City accepts the offer of the person(s) submitting the proposal for RFP 6571 and agrees to accept the services in accordance with the terms and conditions contained in the RFP, the proposal, and related documents. SECTION 4. The City Manager of the City of Denton, Texas, or his designee, is authorized to execute the attached Contract, and the City Council 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 6571 to the City Manager, or his designee. SECTION 5. This ordinance shall become effective immediately after its passage and approval. PASSED AND APPROVED this the ___ day of _____________________, 2017. _______________________________ CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _______________________________ DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND HICKORY & RAIL VENTURES, LLC (CONTRACT 6571) THIS CONTRACT is made and entered into this date ______________________, by and between Hickory & Rail Ventures. LLC, a corporation, whose address is 608 E. Hickory St., Suite 128, Denton, TX 76205, by and through its authorized agent Marshall Culpepper, 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. WHEREAS, the City seeks to drive new business creation and job growth by fostering a sustainable startup community for entrepreneurs primarily in early-stage tech and tech-enabled businesses; and WHEREAS, to achieve this public purpose, the City leased a commercial space of approximately 9,000 square feet at 608 East Hickory, Denton, Texas 76201 from Rail Yard Partners, Ltd. (“Stoke Denton”); and WHEREAS, the City desires that Contractor provide management services for Stoke Denton as indicated herein; NOW THEREFORE, for and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide management services in accordance with the City’s document RFP 6571- Management Services of the Stoke Denton Entrepreneur Center, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes as Exhibit B.The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a)Special Terms and Conditions(Exhibit “A”); (b)Request for Proposal 6571 (Exhibit “B” on File at the Office of the Purchasing Agent); (c)City of Denton Standard Terms and Conditions (Exhibit “C”); (d)Insurance Requirements (Exhibit “D”); (e)Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f)Contractor’s Proposal. (Exhibit "F"). These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed Contract # 6571 DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 above. These documents shall be referred to collectively as “Contract Documents.” IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR HICKORY & RAIL VENTURES, LLC BY: ______________________________ AUTHORIZED SIGNATURE Date: _______________________________ Name:______________________________ Title: _______________________________ ___________________________________ PHONE NUMBER ___________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: TODD HILEMAN CITY MANAGER BY: __________________________________ Date: APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: __________________________________ Contract # 6571 DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 Exhibit A Special Terms and Conditions for Management Services I. Scope of Work. The City hereby authorizes and engages the Contractor as its agent to manage certain operations of Stoke Denton as detailed below. The Contractor hereby accepts such engagement subject to the terms of the Contract Documents. The Contractor hereby agrees to the following in accordance with this Contract: A. Definitions: Technology (Tech) Company: A type of business that focuses primarily on the development and manufacturing of technology. Tech companies build hardware, software, algorithms and platforms. Tech-Enabled Company: Businesses that leverage technology. Tech-enabled companies use tech tools to perform or enhance their core businesses. B. Contractor Duties. 1. Provide daily co-working space management which includes but is not limited to providing staffing, managing member onboarding and exits, providing member support and customer service and invoicing and payments, causing the space to be maintained and in good repair, renting conference rooms and event space, providing a helpdesk with coordination of the City’s Information Technology Department, and providing access to Stoke Denton after normal work hours. 2. Handle programming and events, including but not limited to providing educational and networking opportunities and events for members and the public. 3. Market and recruit potential members to the space through the stokedenton.com website, social media, and other promotional and outreach activities. 4. Create and implement a mentor/advisor network by securing a roster of diverse mentors and advisors and making them available to members for advising, networking, and other applicable activities. 5. Create and implement a funding and investor network to offer members access to capital investment. Such funds and investment must not be offered directly by Contractor or its affiliate(s). The City will not be responsible for any investor networking nor any violation of the federal or state securities laws as a result of such networking. Contractor will provide any investor network notice that a reference to any particular start up for investment or security is not a recommendation to buy, sell, or hold such investment or security or make other investment decisions and does not address the suitability of any investment or security. The Contractor shall not act as a fiduciary in providing this service. 6. Develop community partnerships by creating and maintaining relationships with entities in the City’s startup, business, education, nonprofit, and governmental Contract # 6571 DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 communities to provide value to members and identify opportunities for collaboration. 7. Provide a monthly financial report to the City that shows an accounting of all income and expenses associated with the operation of Stoke Denton. 8. Maintain the financial capacity to successfully perform services under this Contract. C. City Duties. The City agrees to do the following in its discretion and as is allowed under the City’s budget processes: 1. The City will provide the leased space at Stoke Denton located at 608 East Hickory, Suite 128, Denton, Texas to the Contractor for the operation of Stoke Denton at the City’s cost except as otherwise detailed herein for the term of the City’s current Commercial Lease Agreement with Rail Yard Partners, Ltd which terminates on February 28, 2021. The City’s costs w ill not cover operation of Stoke Denton but lease of the physical space. The City will require a sublease to be executed between Contractor and City in order to operate in the space. Any such sublease will be by separate document between City and Contractor and the rent for the same will begin, if the Contract is renewed, in December 2018 and will be set at a specified rate as indicated in the separate agreement for sublease which must be executed and returned to the City within fifteen (15) calendar days from the contract award. The City may, in its discretion, provide additional minor operational cost support as negotiated between the parties. At the end of the City’s commercial lease for the space and if the Contract is renewed for that period of time, the parties intend that Contractor will negotiate with the owner of the property at Stoke Denton for a new lease for the space by February 2021. The City does not intend to renew its Commercial Lease Agreement with Rail Yard Partners, Ltd. 2. The City will allow the Contractor to use the furniture, fixtures, and equipment (“FFE”) currently in place at Stoke Denton. The FFE will not be considered the personal property of the Contractor or any member of Denton Stoke, and ownership of the FFE will remain with the City of Denton throughout the term of this Contract and thereafter. The Contractor will be liable for any damage to the FFE during the term of this Contract. 3. The City will allow the Contractor to use the branding, logos, program markers, URL addresses, websites and other marketing materials owned by the City only during the performance of the services under this Contract. All intellectual property that is created by, owned, or otherwise paid for by the City as a work for hire shall be the property of the City and will not belong to the Contractor or be converted for the Contractor’s personal use. Any right to use the City’s intellectual property herein will terminate upon termination of this Contract. In the event of termination, Contractor agrees to relinquish all such property and return it to the City. Contract # 6571 DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 II. Program Costs. The Contractor will be allowed to charge and keep all membership fees collected from members of Stoke Denton in order to operate the space, pay for personnel, supplies, and cover future portions of the sublease as detailed in a separate sublease document. Such membership fees must be approved by the Director of Economic Development for the City of Denton. The Contractor further agrees to the following costs: Dec 2017--$100/mo budget for marketing at Contract Execution. Jun 2018 – Increase to $500/mo budget for marketing. July 2018 – Hire a full-time Community Coordinator Dec 2018 – Hire a part-time Marketing Director, increase marketing budget to $750/mo. Jul 2019 – Increase marketing budget to $1,500/mo. Dec 2019 – Transition Marketing Director to full time Feb 2018—Capital improvement expenditures of $29,000 over a three-year period to include the installation of ceiling insulation to eliminate echo and sound travel in the common work area and provide better sound isolation between the conference rooms that share a wall and the new layouts of the common area. III. Contract Term and Termination. The Contract term will be for an initial one (1) year period, effective from the date of the award as determined by the City of Denton Purchasing Department. The City will have the option to renew the Contract for additional one-year period(s) at its discretion but in no event shall the Contract extend beyond the February 28, 2021 lease termination. The Contract may be terminated by the City with thirty (30) days written notice to the Contractor; provided that, in the event of nonrenewal due to the City not allotting or appropriating sufficient funds for the renewed fiscal year, the City may terminate this Contract without notice. The following conditions will be grounds for automatic termination without notice during the term of the Contract: (1) Failure to meet the metrics and deliverables as stated herein; (2) Stoke Denton is destroyed by casualty; (3) Stoke Denton is taken by eminent domain either in whole or in part; (4) Contractor applies for, consents to, or is involuntarily subjected to receivership, trustee, or liquidator of all or substantially all of its assets; (5) Contractor files for bankruptcy or becomes otherwise insolvent; (6) Contractor fails to provide or maintain insurance for the Stoke Denton operation; and (7) any other cause allowed under the City of Denton’s Standard Terms and Conditions in Exhibit C. IV. Deliverables and Performance Metrics. The Contractor must produce the following deliverables and metrics: A.Members a.Metrics i.Number of active memberships ii.Percentage of tech or tech-enabled members iii.Member satisfaction b.Deliverables i.Monthly report provided to the City’s Director of Economic Development detailing the number, type, and company name of active memberships, the percentage of tech or tech-enabled members, and the results of the monthly member satisfaction survey. Contract # 6571 DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 B.Marketing a.Metrics i.Number of regional startup and tech event sponsorships ii.Number of blog posts/content creation regarding Denton’s startup community iii.Active daily use of Stoke social media b.Deliverables i.Comprehensive annual marketing plan provided to the City’s Director of Economic Development by January 1, 2018, detailing how the Contractor will actively market Stoke to entrepreneurs, startups, tech companies, and remote workers within a 50-mile radius. ii.Monthly report provided to the City’s Director of Economic Development detailing the number of event sponsorships, number of blog posts, and pages views, reach, post engagements, impressions, or other appropriate data of social media activity C.Programming/Events a.Metrics i.Number of educational events/programs held at Stoke per month ii.Number of startup/tech events held at Stoke per month iii.Number of mentor session available/used per month b.Deliverables i.Monthly report provided to the City’s Director of Economic Development detailing the number of educational events/program, number of startup/tech events, and number of mentor session available/used D.Partnerships a.Metrics i.Number of active partnerships with entities in Denton’s startup, business, education, nonprofit, and governmental communities b.Deliverables i.Monthly report provided to the City’s Director of Econo mic Development detailing Stoke partnership activities with University of North Texas, TechMill, Brand Accelerant, Denton Angels, and other relevant entities E. Additional Reporting a. Monthly financial information: The Contractor will provide to the City’s Director of Economic Development monthly profit and loss statements for Stoke Denton operations and the data required under Sec. I.B.7 above. b. Comprehensive annual report: The Co ntractor will provide to the City’s Director of Economic Development no later than November 1, 2018, an annual comprehensive outputs and outcomes report summarizing metrics in categories A- D above, along with information such as Stoke Member Company financial or employment growth, capital funding success, exits, and other relevant indicators of member business health and growth. The outputs and outcomes data in the comprehensive annual report will be used to define metrics and deliverables in future contracts. Contract # 6571 DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 V. Special Events. Liquor may be allowed only at special events catered by third part(ies), so long as the third-party caterer carries Liquor Liability Insurance, or “Dram Shop” insurance, in sufficient amounts as determined by the City of Denton. VI. Insurance. Contractor shall provide Insurance in accordance with the City’s Standard Terms and Conditions. The Contractor must add the City as an additional insured on policies required under this Contract. Moreover, the Contractor shall assume all risks in connection with the adequacy of any insurance or self-insurance program and waives any claim against the City for any liability, costs or expenses arising out of any uninsured claim, in part or in full, or any nature whatsoever. The Contractor shall provide the City with a copy of the Certificate of Insurance showing compliance with this section within a reasonable time after the effective date of this Contract. VII. INDEMNITY. CONTRACTOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY, ITS OFFICERS, OFFICIALS, AGENTS, EMPLOYEES, AND REPRESENTATIVES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR INJURIES, DAMAGE, LOSSES AND EXPENSES INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY’S FEES, OR LIABILITY OF WHATEVER KIND OR CHARACTER, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE BY THE CONTRACTOR OR THE CITY OF THE DUTIES UNDER 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 THE CITY, ITS OFFICERS, EMPLOYEES, AGENTS, SUBCONTRACTORS, LICENSEES AND INVITEES, OR OF THE CONTRACTOR, ITS DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES, OR CLAIMS OF ANY PAST OR FUTURE LIFE/SAFETY CODE VIOLATIONS, OR ANY REQUIREMENT OR AWARD RELATING TO COURSE OF EMPLOYMENT, WORKING CODNITIONS, WAGES, AND/OR COMPENSATION OF EMPLOYEES OR FORMER EMPLOYEES AT STOKE DENTON INCLUDING VIOLATIONS OF ANY STATE, LOCAL, OR FEDERAL EMPLOYEMNT OR OTHER LAW WHETHER COMMON LAW OR STATUTORY, AND INJURY TO PERSONS AND DAMAGE TO PROPERTY OR BUSINESS BY REASON OF ANY CAUSE WHATSOEVER IN AND ABOUT STOKE DENTON OR ELSEWHERE, UNLESS SUCH INJURY OR DAMAGE IS CAUSED BY THE CITY’S WILLFUL MISCONDUCT OR BREACH OF AGREEMENT. ANY INDEMNIFICATION SHALL APPLY REGARDLESS OF WHETHER OR NOT SAID CLAIM, DAMAGE, LOSS OR EXPENSE IS COVERED BY INSRUANCE AS HEREIN PROVIDED. IN THE EVENT THAT A CLAIM IS ASSERTED AGAINST EITHER PARTY OR BOTH, CONTRACTOR MUST PROVIDE THE CITY WITH A COPY OF SUCH CLAIM WITHIN A REASONABLE TIME FROM RECEIPT. VIII. Independent Contractor Status. The Contractor is an independent contractor, and nothing in this Contract, shall be construed or implied to create any partnership, join venture, agency, franchise, sales representative, or employment relationship between the parties. Neither party is an agent or representative of the other or is authorized to make any warranties or assume or create Contract # 6571 DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 any other obligations on behalf of the other. IX. Compliance. Contractor must make all reasonable efforts to comply with all Federal, State, and Local laws, rules, regulations, requirements, orders, notices, determinations, and ordinances of the City of Denton, including without limitation, the state and local liquor authorities, and the requirements of any insurance companies covering any of the risks against which Stoke Denton is insured. Contract # 6571 DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 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 applicab le 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 t he City’s Procurement Department and the Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City’s premises or on public rights-of-way. 1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. Contract # 6571 DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor’s price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City has the right to inspect the Contractor’s, or the Contractor’s Subcontractor’s, facilities, or the deliverables at the Contractor’s, or the Contractor’s Subcontractor’s, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City’s service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor’s obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City’s facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. Contract # 6571 DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department’s Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be a ttached 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 Ci ty 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. Contract # 6571 DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 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 funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City’s payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the Contract # 6571 DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor’s continuing obliga tions under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ Contract # 6571 DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in 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, Contract # 6571 DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY– DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. 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 manufacture r’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 Contract # 6571 DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 of the breach warranty, but failure to give timely notice shall not impair t he 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. 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 Contract # 6571 DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 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 t ime 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 Contrac tor, 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 Contract # 6571 DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 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 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 Contract # 6571 DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 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. 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. Contract # 6571 DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 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 fro m: (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) t he 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 o n 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 (i ncluding 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 acknowle dges 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 Contract # 6571 DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 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. 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 Contract # 6571 DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 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 an d 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 Contract # 6571 DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 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 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 Contract # 6571 DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 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 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: Contract # 6571 DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 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, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. Contract # 6571 DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and 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 # 6571 DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 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. 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 # 6571 DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 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. Contract # 6571 DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: \[X\] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. Coverage B shall include personal injury. Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage Contract # 6571 DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. \[X\] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: any auto, or all owned hired and non-owned autos. \[X\] Workers’ Compensation Insurance Contractor shall purchase and maintain Workers’ Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ Compensation Commission (TWCC). \[ \] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an “occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. \[ \] Fire Damage Legal Liability Insurance 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. Contract # 6571 DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 \[ \] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. \[ \] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. \[ \] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. \[ \] Riggers Insurance The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be provided by a Rigger’s Liability endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage \[ \] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanket” basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. \[ \] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. Contract # 6571 DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 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, Contract # 6571 DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: Contract # 6571 DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 a. a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. Contract # 6571 DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish an original notarized Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1.Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2.Register utilizing the tutorial provided by the State 3.Print a copy of the completed Form 1295 4.Enter the Certificate Number on page 2 of this contract. 5.Sign and notarize the Form 1295 6.Email the notarized form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. Contract # 6571 DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton Solicitation Checklist CheckTask to be Completed by Respondent when Completed x Review Exhibit 2 – General Provisions and Terms and Conditions x Review Exhibit 3– Scope of Work/Technical Specifications x Review Exhibit 4– Technical Drawings and Plans (if applicable) x Cover sheet x Solicitation number x Solicitation name x Firm name x Firm address x Contact name x Contact phone N/A Contact fax x Website address x Contact email address x Solicitation Checklist x Attachment A- Business Overview Questionnaire x Document how firm meets minimum qualifications (Section 3) x Detail to support evaluation criteria DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton x Attachment B – Exception Form x Attachment D – Reference Form x Attachment E – Conflict of Interest Questionnaire Form – with signature x Attachment F – Acknowledgment x Acknowledgment of Addenda x Pro forma (Attachment A, question 30) x W-9 (Attachment A, question 30) N/A Three (3) years of financial statements – audited is preferred (Attachment A, question 30) Submission signed by authorized officer, in the order specified below Hard Copy Submission: If submitting a hard copy, the City requires one (1) original and three (3) copies, with the pricing sheet submitted electronically in excel or emailed in excel to Ebids@cityofdenton.com with the Solicitation # and name in the subject line. Electronic Submission: If submitting an electronic proposal only, email to Ebids@cityofdenton.com with the Solicitation # and name in the subject line. The pricing sheet (Exhibit 1) must be in excel format. DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton ATTACHMENT A-BUSINESS OVERVIEW QUESTIONNAIRE XXXXXXXXXX AND FORMS 1.ContractInformation(forformalcontractingpurposes): Thefollowinginformationwillbeusedtowriteacontract,shouldyourfirmbeselectedfor award. Firm’s Legal Name: Hickory & Rail Ventures, LLC Address: 608 E Hickory St, Suite 128, Denton, TX, 76205 Agent Authorized to sign contract (Name): Marshall Culpepper Agent’s email address: marshall@hickoryrail.com 2.Subsidiaryof: N/A 3.OrganizationClass(circle): PartnershipCorporationIndividualAssociation 4.TaxPayerID#: 82-2752973 5.DateEstablished: 09/08/2017 6.HistoricallyUnderutilizedBusiness: No 7.DoesyourcompanyhaveanestablishedphysicalpresenceintheStateofTexas,ortheCity ofDenton? Yes,intheCityofDenton 8.Pleaseprovideadetailedlistingofallproductsand/orservicesthatyourcompanyprovides. a.Managementservicesforanentrepreneurialco-workingspace b.Accesstoinvestorsandmentorsforearlystage,highlyscalablestartups c.Programmingtosupportthecreationandgrowthofearlystagebusinesses DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton 9.Hasyourcompanyfiledorbeennamedinanylitigationinvolvingyourcompanyandthe Owneronacontractwithinthelastfiveyearsunderyourcurrentcompanynameoranyother companyname?Ifsoprovidedetailsoftheissuesandresolutionifavailable.Includelawsuits whereOwnerwasinvolved.(Notice:Failuretodisclosethisinformationduringproposal submission,andlaterdiscovered,mayresultincontractterminationatthe6G /"J.option.) No 10.Haveyoueverdefaultedonorfailedtocompleteacontractunderyourcurrentcompany nameoranyothercompanyname? No 11.HaveyoueverhadacontractterminatedbytheOwner? No 12.HasyourcompanyimplementedanEmployeeHealthandSafetyProgramcompliantwith29 CFR1910PQ/ /"#*Industry2!# 4#"4.Rand/or29CFR1926PQ/ /"#*Construction 2!# 4#"4.Rastheyapplytoyour ',# 5J.customaryactivities? http://www.osha.gov/pls/oshaweb/owasrch.search_form?p_doc_type=STA NDARDS&p_toc_level=1&p_keyvalue=1926 Yes 13.Resident/Non-ResidentBidderDetermination: TexasGovernmentCodeSection2252.002:Non-residentbidders.Texaslawprohibitscities andothergovernmentalunitsfromawardingcontractstoanon-residentfirmunlessthe amountofsuchabidislowerthanthelowestbidbyaTexasresidentbytheamountthe Texasresidentwouldberequiredtounderbidinthenon-resident3(44/".Jstate.Inorderto makethisdetermination,pleaseprovidethename,addressandphonenumberof: a. Responding firms principle place of business: 608 E Hickory St. Suite 128, Denton, TX 76205 b. Company’s majority owner principle place of business: 608EHickorySt.Suite128,Denton,TX76205 DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton c. Ultimate Parent Company’s principle place of business: N/A 14.Providedetailstosupporttheevaluationcriteria,includingproposedconceptandvision, operationalandfinancialfeasibility,experienceandreferences,andoverallcosttothecity. Hickory&RailVenturesproposesasimple,lowcostmanagementstructurethatlowersthe /-(AR+obligationtowardtheleaseandoperationsofStokeoverthenext3years.Thisforcesour managementcompanytosurviveonitsownmerits,itselfbecomingasustainablebusinessthat doesnotrequiresubsidiesfromtheCity. Vision for Denton OurvisionforDentonisathrivingstartupcommunitywhereentrepreneurshaveaccessto talent,education,capital,andacommunityofotherentrepreneurstheycanlooktofor support.Weaimtotransformouruniquetownintothedefiningstartupecosystemofour region. OurinspirationandblueprintformanifestingtheDentonwewantcanbefoundinthepagesof BradX*52R+excellentbook,StartupCommunities--derivedfromhissuccessofbuilding TechStarsinthestartuphubBoulder,Colorado,acitywithroughlythesamenumberofpeople, schools,andproximitytoamajorcityasDenton. Inthemodernstartupeconomy,technologyplaysaveryimportantrolebecauseofitsabilityto reachunheardofscalewithrelativelylittlecapital.Whilewebelievetechnologystartupswill playacentralroleinC*)(0)R+startupecosystem,wealsorecognizethatstartupsinmanyfields arechangingtheworldinwaysnoonecouldhavepredicted,andwelcomeanykindofstartup thathastheattributesofhighcapitalefficiencyandscalability. Vision for Stoke WebelieveStokewillbethefirstofmanyplacesthatentrepreneursinourcitycancallhome, anditisimperativethatwebothbuilddensitywhilealsoprioritizingstartupsthathavea potentialforhighreturnstoourcommunity. Asourcapacityfills,andnon-startup,non-techmemberscycleout,wewillturnawaymembers that20)R(fitthemoldof: 1.Startupsandentrepreneurswithhighlyimpactfulbusinessmodels 2.For-profit,vision-drivenorganizationswithamixofhighbusinessandsocialimpact(B- corps) DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton 3.Tech-enabledsmallbusinessesthatsupportanaverageemployeesalaryover$50,000 peryear 4.Remoteworkersofstartups,ortech-enabledcompanies 5.Accelerators,Incubators,Investors,Mentors,andothersvitaltosupportingthestartup ecosystem Team Marshallisasoftwareengineerwith20yearsofexperience buildingopensourcesoftwareandhigh-growthtechnology companies. Marshallhasbeenearlyinseveraltechnologystartupsincluding JBoss(acq.byRedHat),Appcelerator(acq.byAxway),Spire,and isnowCEOandCo-founderofDenton-basedKubos,asatellite softwarecompany. MarshallCulpepper MarshallishighlyinvolvedinC*)(0)R+startupcommunity.As Owner thefirstPresidentandco-founderofthenon-profitTechMill, MarshalllaunchedC*)(0)R+firstco-workingspace,and organizedseveraltech-focusedevents. https://www.linkedin.com/in/marshallculpepper/ HeatherGregoryisacommunityorganizerandentrepreneur withabackgroundinnonprofitmanagement,smallbusiness operations,marketing,eventplanning,programdevelopment, anddesign. HeatherservedastheDirectorofStokefromJanuary2017- September2017.PriortothatshewastheCommunity CoordinatorandthenDirectorofSCRAPDenton,aProject Manageratafull-servicemarketingagency,andthecreatorand HeatherGregory ownerofafoodcartinPortland,Oregon. ExecutiveDirector SheisfounderandorganizerofC*)(0)R+MiniMakerFairewhich haditsfirsteventin2015.HeatherhasaBSinArchitecturefrom theUniversityofTexasinAustinandlivesinGainesvillewithher husbandandtheirdaughter. https://www.linkedin.com/in/heather-gregory-5304939/ DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton Our proposal TheheartofourthesisisthatthemanagementcompanybehindStokeshouldleadbyexample. Thatistosay,asabusinessteachingothershowtostartandgrowbusinesses,itshoulditselfbe agrowing,andsustainablebusiness.Todothis,ourproposalfocuseson3keyareas: 1. Decreasing the City’s obligations by paying for staff directly from revenue generated from the Space. 2. Increasing the value that Stoke provides to its members, resulting in increasing revenue. Being ready to take over ownership of the commercial lease at the end of the current lease Decreasingthe/-(AR+obligation Hickory&RailVentureswillbeginsavingtheCitymoneybypayingstaffdirectlyfrom membershiprevenue,whichimmediatelyremovesthe/-(AR+obligationtohireanExecutive Director. nd Startinginthe2year,H&RVwillalsopayaportionofrentandutilitiestotheCitytofurther decreasethe/-(AR+costs.Thesechangeswillbeaforcingfunctionofsustainability,while leavingenoughroomforcapitalre-investmentinthespace,andsettingH&RVuptocompletely takeoverthecommercialleasebyFebruary2021. DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton ProjectedCityStokeRevenue&Expendituresw/H&RVManagement 2017-20182018-20192019-2020Final3mo RevenuesEstimateEstimateEstimateEstimate RentalincometoCity$-$12,000.00$12,000.00$3,000.00 UtilitiesincometoCity$-$-$12,000.00$3,000.00 SubtotalRevenues$-$12,000.00$24,000.00$6,000.00 Expenditures BuildingRent$(156,962.00)$(162,455.67)$(168,141.62)$(42,035.40) Utilities$(25,000.00)$(27,500.00)$(30,000.00)$(7,500.00) RentalSpace Improvements$-$-$-$- PersonnelPayment$-$-$-$- Branding/Marketing$-$-$-$- Other$(7,000.00)$(7,000.00)$(7,000.00)$(7,000.00) SubtotalExpenditures$(188,962.00)$(196,955.67)$(205,141.62)$(56,535.40) NetRevenue (Expenditures)$(188,962.00)$(184,955.67)$(181,141.62)$(50,535.40) CostprojectionsandSavingsfortheCity WebasedthefiguresinthistableontheprovidedStokeDenton2017-2018budget,andmade thefollowingassumptionsandchanges: We removed the budgeted $65,000 director salary since that will be paid from membership revenue. We removed H&RV payment of Rental Income in 2018, to help us get off the ground. We projected increases in Building Rent by 3.5% per year, and Utilities $2,500 per year starting with the City’s budget from 2017-2018. We added $1,000 per month in payments from H&RV to the City starting in Dec 2018 \[total $12,000\], and $2,000 per month in payments to the City starting in Dec 2019 and lasting until the end of the lease \[total $30,000\] Thesefigureswillvarybasedonactualrentandutilities,butgiveagoodroughestimate. TosummarizethecostsavingstotheCityoverpreviousmanagementineachtimeperiod: BetweenDec2017cNov2018:$55,000.00 DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton BetweenDec2018cNov2019:$65,000.00 BetweenDec2019cFeb2021:$88,500.00\[Final15months\] Total:H&RVprojectionsshowsavingstotheCityof$208,500.00 insalary,rent,and utilityobligationsoverthenext3yearsoftheStokeleasecomparedtotheprevious managementagreement. IncreasingL(0H*R+ValueandRevenue H&RVwillincreasetheoverallvalueStokebringstoentrepreneursby: 1. Adding a budget for capital improvements to Stoke. 2. A marketing plan that includes a monthly budget 3. New programming partnerships that generate more interest, and provide additional sources of revenue. Withthesechanges,afocusonEvents,andaconservativegrowthestimatethatbuildstonear 100%capacitybytheendofthelease,H&RVwillbewellpositionedtotakeoverL(0H*R+ commercialleasealtogetherinFebruary2021. CapitalImprovementstoStoke Overthenext3years,H&RVhasbudgeted$29,000towardimprovementsinthespacethatwill improvetheoverallexperienceanddrawmorepeoplein.Atthetimeofwriting,weare currentlyassessingvariousprojectsandcostproposals,butafewoftheprojectsweintendto takeoninclude: Install ceiling insulation to eliminate echo and sound travel in the common work area. Better sound isolation between the conference rooms that share a wall. New layouts of the common area that separate the space visually. Marketing H&RVwillactivelymarketStoketoentrepreneurs,startups,techcompanies,andremote workerswithina50mileradius.WehaveseenevidencethatC*)(0)R+startupcommunitywill growfrombothwithin(ReadyRosie,Kubos),andfromstartupsmovingtoDenton(upventur, Flyp),andwewanttosupportboth. Whilewordofmouthandcustomersatisfactionarehighlyimportanttooursuccess,wewill investheavilyinmarketingtoensureStokeispullinginthebestandbrightestinourregion with: Regional startup & tech event sponsorships such as Denton Startup Weekend, Bootstrap Denton, and Dallas Startup Week. Blog content / thought leadership around Denton’s startup community. DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton Targeted online ad campaigns. Active daily use of Social media. Search Engine Optimization on the Stoke website. OurMarketingbudgetwillalsobesupportedbyaMarketingDirectorthatishiredparttime initially,transitioningtoFTEby2020.ThebroadtimelineforourMarketingfundingisas follows: Dec 2017 \[Contract Execution\] - $100/mo at Contract Execution Jun 2018 – Increase to $500/mo budget Dec 2018 – Hire a part-time Marketing Director, increase to $750/mo budget Jul 2019 – Increase marketing budget to $1,500/mo Dec 2019 – Transition to FTE Marketing Director w/ $1,500/mo budget ProgrammingPartnerships HelpingentrepreneursandincreasingstartupdensityinDentonstartswithgreatprogramming. Aspartofthisproposal,wearebringingpartnershipswith4Dentonorganizationsthatwill incubate,fund,andsupportDentonstartupswithuniqueprogramming,andareexclusively supportingHickory&RailVentures: 1.UniversityofNorthTexas:C*)(0)R+largestuniversitywillofferextended-learning entrepreneurshipanddigitaldesigncurriculumandcertificatesinsideofStoke,bringing thefirstofitskindpartnershipbetweenC*)(0)R+StartupCommunity,andUNT. 2.TechMill:TheoriginalforceforstartupandtechcommunityorganizinginDentonhas emergedasacrucialcomponentofStoke,withinnovativetecheducationandstartup eventslikeBootstrapDenton.TechMillwillcontinuetoorganizeeventsatStoke,and hascommittedtoorganizingmoreeventswithadditionalfundingfromH&RV. 3.BrandAccelerant:Anincubator,advisornetwork,andfundingnetworkfor entrepreneurswithahistoryofsupportingentrepreneurs.BrandAccelerantwillhavea membershipandofferitsresourcestoallStokemembers. 4.DentonAngels:Anewangelinvestornetworkfocusedoninvestinginearlystage Dentonareastartupswithinvestmentsrangingfrom$25,000-$150,000.DentonAngels ExecutiveDirectorPeggyHealeywillbeaStokemember,andwillholdtheirmonthly gX0'4Fheventwhereentrepreneurswillbemeetinvestorsfromthenetwork. Inadditiontothesepartnerships,H&RVplanstohireafull-timeCommunityCoordinatorinJuly 2018thatwilladdaday-to-dayresourceforourmembersandEvents,allowingtheExecutive Directortofocusonmarketingandbusinessdevelopment. DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton 15.ProvidedetailsonhowfirmmeetstheminimumqualificationsstatedinthisMaindocument Section3. a.Thedetailsmustbecompletedonthisform,andshallnotpointtoanotherdocument inthe"/., 4/ !J.proposal. b.Signbelowandreturnformwithfinalsubmission. Experience Bothmembersofourteamhaveexperiencerunningandmanagingentrepreneurialco-working spaces: Marshall created TechMill, Denton’s first co-working space, and has organized several community events over the last 10 years including Denton Jelly, OpenHack, LittleDOCC, and Bootstrap Denton. Marshall has also been involved in technology startups his entire career, with experience in raising venture capital. Heather served as the Director ofStoke from January 2017-September 2017. Prior to that she was the Community Coordinator and then Director of SCRAP Denton, a Project Manager at a full-service marketing agency, and the creator and owner of a food cart in Portland, Oregon. NotablerecentpresswrittenaboutMarshallandHeather: https://www.dallasnews.com/business/business/2014/06/07/denton-startup- supporters-launch-nonprofit-tech-mill https://www.bizjournals.com/dallas/news/2014/11/18/techmill-why-we-partnered- with-square-205-for-new.html http://blog.semilshah.com/2017/04/08/the-story-behind-my-investment-in-kubos/ http://www.satellitetoday.com/newspace/2017/07/18/kubos-unveils-operating- system-small-spacecraft/ http://www.dentonrc.com/entertainment/denton-time/2014/12/24/new-space- opens-up-possibilities http://www.dentonrc.com/news/news/2016/10/08/the-joy-of-creation http://www.dentonrc.com/news/news/2017/01/14/creative-fuel DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton References 1. Ellen Ryfle – Owner @ Banter Denton eryfle@gmail.com (940) 594-2524 2. Paul Echols – CEO @ Square 205 paul@square205.com (214) 616-625 3. Patrick Peters – EVP, GM of Programming @ Fourth Wall Media patrickepeters@gmail.com (214) 215-7759 4. Cindy Tysinger – CEO @ GSATi ctysinger@gsati.com 469.287.6771;4408 5. Glen Farris – VP Marketing @ VERUS gfarris@v-re.com +1(940)300-6743 6. Kyle Taylor – President @ TechMill kyletaylored@gmail.com +1 (940) 231-4998 DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton TexasSecretaryofStateCertificateofFiling DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton IcertifythatourfirmmeetstheminimumqualificationsasstatedinthisMaindocument, Section3. __________________________________________Hickory&RailVentures,LLC_______09/25/2017_____ SignatureSignatureCompanyDate DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton ATTACHMENTA(Continued) XXXXXXX SUPPLEMENTALQUESTIONNAIRE 16.Whatisyour$ ',# 5J.visionforStokeandtheroleitplaysin;/ ! J.startup community? OurvisionforDentonisathrivingstartupcommunitywhereentrepreneurshaveaccessto talent,education,capital,andacommunityofotherentrepreneurstheycanlooktofor support.Weaimtotransformouruniquetownintothedefiningstartupecosystemofour region. OurinspirationandblueprintformanifestingtheDentonwewantcanbefoundinthepagesof BradX*52R+excellentbook,StartupCommunities--derivedfromhissuccessofbuilding TechStarsinthestartuphubBoulder,Colorado,acitywithroughlythesamenumberofpeople, schools,andproximitytoamajorcityasDenton. Inthemodernstartupeconomy,technologyplaysaveryimportantrolebecauseofitsabilityto reachunheardofscalewithrelativelylittlecapital.Whilewebelievetechnologystartupswill playacentralroleinC*)(0)R+startupecosystem,wealsorecognizethatstartupsinmanyfields arechangingtheworldinwaysnoonecouldhavepredicted,andwelcomeanykindofstartup thathastheattributesofhighcapitalefficiencyandscalability. WebelieveStokewillbethefirstofmanyplacesthatentrepreneursinourcitycancallhome, anditisimperativethatwebothbuilddensitywhilealsoprioritizingstartupsthathavea potentialforhighreturnstoourcommunity. Asourcapacityfills,andnon-startup,non-techmemberscycleout,wewillturnawaymembers that20)R(fitthemoldof: 1.Startupsandentrepreneurswithhighlyimpactfulbusinessmodels 2.For-profit,vision-drivenorganizationswithamixofhighbusinessandsocialimpact(B- corps) 3.Tech-enabledsmallbusinessesthatsupportanaverageemployeesalaryover$50,000 peryear 4.Remoteworkersofstartups,ortech-enabledcompanies 5.Accelerators,Incubators,Investors,Mentors,andothersvitaltosupportingthestartup ecosystem 17.Whatisyour$ ',# 5J.philosophicalapproachtoitsoperations(corporatemissionand vision)? DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton ToincreasethedensityoftechandstartupsinDenton,creatingapositivefeedbackloopthat startswiththeUniversityandendswithstartupexits. 18.Howdoesyour$ ',# 5J.conceptforStokesupportthe (!5J.economicdevelopment goals? st By attracting more startups and tech companies with high paying, 21century jobs to Denton Through our partnerships, by funding startups with investment capital 19.Whatisyour$ ',# 5J.plantoensureStokesself-sustainabilityafterthe (!5J.current leasetermendsonFeb.28,2021? Ourplanistoheavilyinvestinmarketing,capitalimprovements,andexpandedstafftoattract morememberstothespace.Coupledwithournewprogrammingpartnershipsandaccessto capital,weexpecttosaveenoughmoneyoverthenext3yearstotakeoverthecommercial leasecompletelybytheendofthecurrentleaseterm. 20.Detailyour$ ',# 5J.priorandcurrentinvolvementin;/ ! J.startupcommunity. Ourcompanyisnew,butourteamhasdeeprootsintheDentonStartupCommunity: Marshall: st Co-founder & 1 President of TechMill Opened first Co-working space in Denton Founder and original organizer of the Denton Jelly, LittleDOCC, and Bootstrap Denton community events Co-founded Kubos, satellite software startup in downtown Denton with 3 Denton co-founders Actively mentors UNT students and Denton entrepreneurs about writing software and building their startup Heather: Served as Community Coordinator and Director of SCRAP Denton Served as the Director of Stoke from January 2017-September 2017. Worked at local digital marketing agency Produce Results as a Project Manager Founder and organizer of Denton’s Mini Maker Faire 21.Whatsetsyourcompanyapartfromothersthatprovidesimilarservices? DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton We represent the Denton Startup Community. See the attached letters of support from our partners, current, and new Stoke members for a sample of the kind of support we have been able to get from the community in just a few weeks. 22.ProvideanyadditionalinformationthatyourcompanybelieveswillbehelpfultotheCity inevaluatingyour$ ',# 5J.abilitytoprovidetheservicesrequestedinthisRFP. N/A 23.Describeindetailyour$ ',# 5J.plantotransitionStokefromCitymanagementtoyour $ ',# 5J.management. WelookforwardtoworkingwithCitystafftodefineatransitionplanthatoffloadsthe/-(AR+ managementobligationcompletely. MuchofthedetailsofthistransitionplanwilldependonmoredetailsfromtheCity. 24.Listalltheservicesyourcompanyisproposingtoprovideattheonsitecenter. 1. All day-to-day operations Membership tours and new member orientation Invoicing / payments Conference room scheduling for members Member support and communications (Slack) Restocking materials, supplies, coffee, snacks, etc. Maintenance and regular cleanup Member helpdesk and coordination with City IT 2. Marketing Social Media \[Twitter, Facebook, Instagram, etc\] Sponsorship & speaking at regional startup events Write regular blog content SEO / online advertisement 3. Programming / Events Management of tables, chairs, and other resources for events Access and management of the Space after normal work hours Event space scheduling 25.Explainthebusinessmodelthatisbeingproposed,includingthefinancialimpactand/or benefittothecurrentStokemembers,staffingmodel,commitmenttoatech-andtech- enabledmembershipbase,impacttothecurrentCitybudget,termofdeal(unlessitisan assignment). H&RVwillbedirectlyresponsibleformakingthespacesustainablethroughmembership, event,andsponsorshiprevenue.Thiscallsforamoreaggressivemarketingandstaffing modelthanusedbypreviousmanagement. DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton InadditiontoanExecutiveDirector,H&RVwillhireaCommunityCoordinatorand MarketingDirectoroverthenextfewyears,tobeginincreasingvalueandmarketingthe spacemoreeffectively.Bytheendofthelease,H&RVwillhave3full-timeemployees. Ourcommitmentistohighlyscalablebusinessesandhighpayingtechandtech-enabled jobs,andwewillfocusonmarketingtoandprioritizingmembersthatfitthebillasoutlined previously 26.Howwillyourcompanymeasuretheoutcomesandsuccessoftheoverallprogram? Describetheprocessforhowperformancemetricswillbeestablishedandcommunicated totheCity. As a co-working management company, we view our measurable business metrics as the following: Number of active memberships Number of startup and tech related events held in our space Percentage of our membership base that fits the “tech-enabled” profile, starting with a minimum of 50%, increasing to55% in Year 2, and 60% in Year 3. We will measure membership numbers through Cobot, a publicly available co-working member management platform that we will use in our day-to-day operations. We will measure the percentage of members that fit the “tech-enabled” profile using the definitions of “tech” or “tech-enabled” provided by the City of Denton in the first addendum to RFP 6571. 27.Describehowmembersatisfactionwiththeprovidedserviceswillbemeasured.How oftenwillmembersatisfactionbemeasured?Describetheprocessforhowmember satisfactionresultswillbecommunicatedtotheCity. We will measure member satisfaction once a month with automated surveys using SurveyMonkey and our community Slack. It should be noted that we view member satisfaction as critical to our member retention and long-term success, and are happy to report these as part of our overall metrics to the City. 28.Qualificationsandexperienceofthecontractor,including: a.Primarylineofbusiness; i.Co-workingmanagementservices b.Organizationalsize; DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton i.2 c.Structureandhistoryoftheorganization; i.SM-LLC,newforthepurposesofthisRFP d.Isyourcompanyownedby,partlyownedby,heldbyprivateequityinterests?If so,pleasedescribeindetail; i.No,justasingleindividualowner e.DiscloseallpartnersandBoardofDirectors(fullnames); i.MarshallCulpeppercManaging(andsole)Member f.ExperienceintheprovisionoftheservicesrequestedinthisRFP i.Approx.2years g.Percentageofthe60F.&)AR+totalbusinessintheareaofsimilaroperationand management; i.N/A(thisisanewbusiness) h.Thelocationoftheofficethatwillservicethe/-(AR+account;and i.608EHickorySt.Suite128DentonTX76205 i.Nameandexperienceofthepersonthatwillbeassignedtothe/-(AR+account; i.MarshallCulpepper j.Locationofanyresourcesavailabletocenterstaff. i.n/a 29.Qualifications(includingrelevantprofessionaldesignationsanddescriptions)and experienceofthepersonnelwhowillbedirectlyassignedtocarryouttheservices describedinthisRFP. Norelevantprofessionaldesignations(seerelevantexperiencementionedpreviously) 30.Pleaseprovidethefollowingdocumentsasattachments: a) Pro forma b) Submit IRS Form W-9 DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton c) Three (3) years for financial statements (income statement and balance sheet). The City prefers audited statements if available. If this these documents are not available, please not the exception on Attachment B. Additional documentation may be required at the City’s discretion. Seeattached 31.IndicatetheoverallcosttotheCitypermonthunderyour$ ',# 5J.proposal. Based on our 3 year projection, the average monthly cost to the City over the remainder of the current lease is $15,418.31. 32.Indicateallpaymenttermsandconditions. H&RV only requires that the City continue to pay the commercial lease and utilities to the landlord, while H&RV collects membership, sponsorship, and programming revenue, and a minimum 1 year contract to give us time to establish growth in the space. Depending on the best situation for the City, H&RV can invoice and collect fees directly, or the City can collect fees, and H&RV will invoice the City. 33.Confirmthatthereisnorelationshipofconsanguinitybetweentheprincipalsofyourfirm andanyCityCouncilMemberorCityofficialoremployeethatwouldresultinthat memberoremployeehavinganinterestinapubliccontractorotherwiseviolatethe statesethicsorpubliccontractinglaws. Hickory & Rail Ventures, LLC is a Single-Member Limited Liability Company, whose sole Managing Member, Marshall Culpepper, has no familial relationship with any City Council Member, City official, or City employee. In the interest of transparency, H&RV Employee Heather Gregory is the daughter of Denton City Council Member Dalton Gregory (see our disclosure in the Conflict of Interest Questionnaire). 34.Provideastatementdescribingyour$ ',# 5J.equalemploymentopportunitypolicy. ItisfundamentaltoHickory&RailVenturessuccesstomakeemployeediversityabusiness priority,withacommitmenttoequalopportunity. Businessactivitiessuchashiring,promotion,andcompensationofemployees,areconducted withoutregardtorace,color,nationalorigin,ancestry,sex,sexualorientation,genderidentity orexpression,religion,age,pregnancy,disability,work-relatedinjury,coveredveteranstatus, DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton politicalideology,geneticinformation,maritalstatus,oranyotherfactorthatthelawprotects fromemploymentdiscrimination. EverymanageratHickory&RailVenturesisexpectedtoabidebyourpolicy,andallapplicable lawsonthissubject,andtoupholdourcommitmenttoworkforcediversity. DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton ATTACHMENT B-SUBMISSION XXXXXXXX EXCEPTIONS/CLARIFICATIONS Any exceptionsorclarificationstakentothissolicitation(includingtermsandconditionsin Exhibit2,theGeneralProvisionsandTermsandConditions)mustbeitemizedonthelines below.Additionalpagesmaybeaddedasneeded.Iftherearenoexceptionsor clarifications,pleasesignwhereindicatedatthebottomofthepage. Item#Description _______1Wehavenothadadequatetimetoacquireacertificateofinsurancebutwillbeable tosecureandprovideadequateinsurancebythedatewebeginoperationsonDecember1, 2017 _______2___Hickory&RailVentures,LLCisanewentityformedspecificallytorespondtothis proposal,andhasnofinancialhistorytoprovide _______3WeacknowledgeHeathera'*E0'AR+relationshiptoCouncilmanDaltonGregory,but alsobelieveduetohertrackrecordbuildingcommunityinStokethatsheisthebestpersonto lead. _______4__Ourexperienceinrunningco-workingspacesislimitedtoindependentspaces,not government-fundedmanagement _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ Theaboveexceptionsandclarifications(andanyadditionalpagesidentified)aretheONLY exceptions/clarificationstothespecifications,GeneralProvisionsandTermsandConditionsin Exhibit2,andsamplecontracttothissolicitation.IunderstandthattheCitymaynotaccept additionalexceptionspproducedpafterfinalsubmissionofthisproposal. Hickory & Rail Ventures, LLC10 / 02 / 2017 ___________________________________________________________________________________ SignatureSignatureCompanyDate DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton ATTACHMENT D-REFERENCES XXXXXXXX Pleaselistthree(3)referencesfortheservicesrequested.TheCityprefersreferencesfrom governmentalentities,particularlymunicipalitiesofsimilarsize. REFERENCEONE GOVERNMENT/COMPANYNAME:BanterDenton LOCATION:219W.Oak,Denton,TX76201 CONTACTPERSONANDTITLE:EllenRyfle TELEPHONENUMBER:(940)594-2524 SCOPEOFWORK:Co-workingManagement CONTRACTPERIOD:06/2014c11/2014 REFERENCETWO GOVERNMENT/COMPANYNAME:Square205 LOCATION:210SElm,DentonTX76201 CONTACTPERSONANDTITLE:PaulEchols TELEPHONENUMBER:(214)616-6253 SCOPEOFWORK:Co-workingmanagement CONTRACTPERIOD:11/2014c3/2015 REFERENCETHREE GOVERNMENT/COMPANYNAME:GSATi LOCATION:100W.OakStreet,#200,Denton,Texas76201 CONTACTPERSONANDTITLE:CindyTysinger TELEPHONENUMBER:469.287.6771;4408 SCOPEOFWORK:Co-workingManagement DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton CONFLICTOFINTERESTQUESTIONNAIRE-FORMCIQ Forvendororotherpersondoingbusinesswithlocalgovernmentalentity Bylawthisquestionnairemustbefiledwiththerecordsadministratorofthelocalgovernmententitynotlaterthan the7thbusinessdayafterthedatethevendorbecomesawareoffactsthatrequirethestatementtobefiled.See Section176.006(a-1),LocalGovernmentCode. AvendorcommitsanoffenseifthevendorknowinglyviolatesSection176.006,LocalGovernmentCode.Anoffense underthissectionisamisdemeanor. Nameofvendorwhohasabusinessrelationshipwithlocalgovernmentalentity. 1 Hickory&RailVentures,LLC 2 Checkthisboxifyouarefilinganupdatetoapreviouslyfiledquestionnaire. th (Thelawrequiresthatyoufileanupdatedcompletedquestionnairewiththeappropriatefilingauthoritynotlaterthanthe7businessdayafter thedateonwhichyoubecameawarethattheoriginallyfiledquestionnairewasincompleteorinaccurate.) 3 DaltonGregory NameofOfficer IhavenoConflictofInteresttodisclose. 09/25/2017 CONTRACTPERIOD:3/2015c06/2016 DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton ATTACHMENT F-ACKNOWLEDGEMENT XXXXXXXX TheundersignedagreesthissubmissionbecomesthepropertyoftheCityofDentonaftertheofficial opening. Theundersignedaffirmshehasfamiliarizedhimselfwiththespecification,drawings,exhibitsand otherdocuments;thelocalconditionsunderwhichtheworkistobeperformed;satisfiedhimselfof theconditionsofdelivery,handlingandstorageofmaterialsandequipment;andallothermatters thatwillberequiredfortheworkbeforesubmittingaresponse. Theundersignedagrees,ifthissubmissionisaccepted,tofurnishanyandallitems/servicesupon whichpricesareoffered,attheprice(s)anduponthetermsandconditionscontainedinthe specification.Theperiodforacceptanceofthissubmissionwillbe120calendardaysunlessa differentperiodisnoted. Theundersignedaffirmsthattheyaredulyauthorizedtoexecutethiscontract,thatthissubmission hasnotbeenpreparedincollusionwithanyotherrespondent,noranyemployeeoftheCityof Denton,andthatthecontentsofthissubmissionhavenotbeencommunicatedtoanyother respondentortoanyemployeeoftheCityofDentonpriortotheacceptanceofthissubmission. RespondentherebyassignstotheCityanyandallclaimsforoverchargesassociatedwiththis contractwhichariseundertheantitrustlawsoftheUnitedStates,15USCASection1etseq.,and whichariseundertheantitrustlawsoftheStateofTexas,Tex.Bus.&Com.Code, Section15.01,etseq. Theundersignedaffirmsthattheyhavereadanddounderstandthespecifications,allexhibitsand attachmentscontainedinthissolicitationpackage. Theundersignedagreesthatthesolicitationpackagepostedonthewebsitearetheofficial specificationsandshallnotaltertheelectroniccopyofthespecificationsand/orpricingsheet(Exhibit 1),withoutclearlyidentifyingchanges. TheundersignedunderstandstheywillberesponsibleformonitoringtheCityofDentonPurchasing Websiteat:http://www.cityofdenton.com/index.aspx?page=397toensuretheyhavedownloaded andsignedalladdendum(s)requiredforsubmissionwiththeirresponse. IcertifythatIhavemadenowillfulmisrepresentationsinthissubmission,norhaveIwithheld informationinmystatementsandanswerstoquestions.Iamawarethattheinformationgivenby meinthissubmissionwillbeinvestigated,withmyfullpermission,andthatanymisrepresentations oromissionsmaycausemysubmissiontoberejected. Acknowledgereceiptoffollowingaddendatothesolicitation: AddendumNo1Dated__9/26/2017_____________Received___9/27/2017______ AddendumNo2Dated_______________________Received_________________ AddendumNo3Dated_______________________Received_________________ DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 Proposal for RFP 6571 - Management Exhibit F Services for Stoke Denton NAMEANDADDRESSOFCOMPANY:AUTHORIZEDORIZEDREPRESENTATIVE:REPRES Hickory&RailVentures,LLCSignature 10 / 02 / 2017 608EHickoryStSuite128Date Denton,TX76205NameMarshallCulpepper ___________________________________TitleOwner______________________ Tel.No.940-448-0080FaxNo.N/A______________________ Email.marshall@hickoryrail.com_________ DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 Exhibit F 1. The City estimates it has $132,000 in capital expenditures (fiber, AV, security, and furniture/fixtures) on Stoke that are left to be depreciated over the remaining term of the lease. Will the respondent address their ability to mitigate these costs for the City? These expenditures were not originally listed in the RFP, and as such we have not had enough time to incorporate them as a consideration into our overall financial plan. Is it possible that we could get an itemized list of capital expenditures and their remaining depreciation? Our general intention will be to buy the City out of any remaining expenditures / obligations at the end of the current 5 year lease, but weÓd like to understand the full scope of the commitment before agreeing to anything. 2. On page 21 of the response, the respondent addresses the percentage of the membership base that fits the tech/tech enabled profile as 50% Year 1, 55% Year 2, and 60% Year 3. This likely will be unacceptably low to the City Council. Will the respondent revise these numbers? These estimates were based on Stoke membership percentages that were calculated in September before City management took over the space. According to the latest numbers, we would be happy to revise these to 60% for Year 1, 65% for Year 2, and 70% for Year 3. It should also be noted that while we intend to measure tech/tech enabled membership percentage, we donÓt intend it to be used as a metric of success, becaus e our ultimate goal is to become a sustainable business that can take this space off the CityÓs hands after the end of the current lease. 3. On pages 9 and 10 of the response, the respondent projects costs and savings to the City under the proposal. Will the respondent clarify the assumptions related to membership numbers, membership rates, and/or other sources of revenue that they used to determine their ability to decrease the CityÓs rent and utility obligations over the next 3 years of the lease? If you look at the 3 years of pro-forma financials that were provided, there are roll ups of each kind of membership in the spreadsheet that show our assumptions month-to-month for how the space will grow. Painting with a broad brush, our assumptions: * We will maintain enough membership revenue from current members to pay the salary of our Executive Director, Heather Gregory, so that the City can stop paying the $65,000 salary altogether * We looked at conservative membership growth estimates from the last ye ar of StokeÓs opening and projected them forward over the next 3 years with an emphasis on dedicated and co-working desks, with an aim to be over 100% capacity (since many desks are shared) by the end of the 3 year lease. * We will also actively seek out new revenue sources in the form of sponsorships for Events and access to Stoke members (see sponsorship assumptions and pricing in the Pro-forma financials). Both the rental and utilities obligations will come from these increases in revenue 4. Also on pages 9 and 10, the respondent outlines projected cost savings to the City. Will the respondent confirm the projected cost savings to the City? These projected savings are based on the latest budget released from the City that assumes the City will take on the salary of the Director as originally stated in itÓs agreement with the DEC. When comparing our plan to the management agreement of the DEC, our estimate is Hickory & Rail Ventures will save the City DocuSign Envelope ID: 0F25D462-E91F-4A5C-B23E-92D055816B68 Exhibit F over $200,000. Please see the table on Page 9 which covers the assumptions built into these projections, as we donÓt currently have the City budget for 2018-2019 or 2019-2020. Certificate Of Completion Envelope Id: 0F25D462E91F4A5CB23E92D055816B68Status: Sent Subject: City Council Docusign Item - 6571 Stoke Mgmt Source Envelope: Document Pages: 68Signatures: 2Envelope Originator: Certificate Pages: 6Initials: 0Karen E. Smith AutoNav: Enabledkaren.smith@cityofdenton.com EnvelopeId Stamping: EnabledIP Address: 129.120.6.150 Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: OriginalHolder: Karen E. SmithLocation: DocuSign 10/19/2017 5:07:13 PM karen.smith@cityofdenton.com Signer EventsSignatureTimestamp Karen E. SmithSent: 10/19/2017 5:18:38 PM Completed karen.smith@cityofdenton.comViewed: 10/19/2017 5:18:48 PM Interim Purchasing ManagerSigned: 10/19/2017 5:19:22 PM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Marshall CullpepperSent: 10/19/2017 5:19:24 PM marshall@hickoryrail.comResent: 10/20/2017 10:28:05 AM OwnerViewed: 10/20/2017 10:55:05 AM Security Level: Email, Account Authentication Signed: 10/20/2017 4:01:07 PM Using IP Address: 216.9.110.9 (Optional) Electronic Record and Signature Disclosure: Accepted: 10/20/2017 10:55:05 AM ID: cb5abbcc-dc65-4f30-9181-7f2fe023c53f Jennifer DeCurtisSent: 10/20/2017 4:01:10 PM jennifer.decurtis@cityofdenton.comViewed: 10/20/2017 4:04:29 PM Deputy City AttorneySigned: 10/20/2017 4:05:12 PM City of Denton Using IP Address: 71.91.169.103 Security Level: Email, Account Authentication Signed using mobile (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Julia WinkleySent: 10/20/2017 4:05:15 PM julia.winkley@cityofdenton.comViewed: 10/20/2017 4:13:24 PM Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman todd.hileman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Jennifer Walters jennifer.walters@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Julia WinkleySent: 10/20/2017 4:01:09 PM julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri ThurmanSent: 10/20/2017 4:01:09 PM sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jennifer Bridges jennifer.bridges@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Caroline Booth caroline.booth@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Envelope SentHashed/Encrypted10/20/2017 4:05:15 PM Electronic Record and Signature Disclosure 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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Economic Development Oct. 24, 2017 Management Options for Stoke Denton Caroline Booth Present information on management options for the Stoke Denton Entrepreneur Center / 11 Objective: 2 Council declines to renew the City assumes Stoke management : Primary operations team of 4 City staffersAdditional support from 4 other City staffers Aug. 22 Stoke management contract with the Dallas Entrepreneur Center; directs staff to take over Stoke operations and issue an RFP for new management optionsOct. 1 / 11 Background 3 issued solicitation meeting held - closes RFP Pre Evaluation Committee meets RFP . 3 Sent to 4 potential respondents; posted online and advertised in newspaper6 attendees representing 4 potential respondents1 response received Sept. 12 Sept. 21 OctOct. 10 / 11 Background: 4 a thriving startup community where entrepreneurs s a The management company behind Stoke should lead by Denton companyMarshall Culpepper is sole managing member esponse from Hickory & Rail Ventures, LLC RVision: Denton have access to talent, education, capital, and a community of other entrepreneurs example. A business teaching others how to start and grow businesses should itself be a growing, sustainable business / 11 Proposal: 5 corps) - increased revenue day operations, marketing, and - to - driven organizations with the mix of high business and social impact (B - profit, vision - space and remitting funds to the City in Years 2 & 3Increasing the value that Stoke provides to its members, resulting in Continuing Tech/tech enabled small businesses that support an average salary over $50,000 per yearStartups and entrepreneurs with highly impactful business modelsForRemote workers of startups or tech/tech enabled companiesAccelerators, incubators, investors, mentors, and others vital to supporting the startup ecosystem Business model built on:Hickory & Rail Ventures proposes to provide all dayprogramming and events for Stoke.Member recruitment focused on: / 11 Proposal: 6 stage - membership; entrepreneurship and partnerships and events at Stoke under learning - inside Stoke director will have a Stoke brings exclusive management Will offer extended : investor network focused on investing in early : An incubator, advisor network, and funding network for startups. Executive : Angel & Rail Ventures Will organize increased programming Angels University of North Texas digital design curriculum and certificates TechMill:Brand Accelerant entrepreneurs, Brand Accelerant will have a membership at Stoke and offer its resources to all Stoke members. Denton Denton area group with investors from the network, at Stoke. Hickory with four Denton organizations that will incubate, fund, and support Denton startups: / 11 Proposal: 7 award it: in the following categories report information annual deliverables financial be included in the contract with Hickory & Rail MembersMarketingProgramming/EventsPartnerships Metrics and will Ventures, should Council choose to Monthly Comprehensive / 11 Performance: 8 . will begin paying the Hickory & Rail in Year 2, Hickory & In Year 1, Ventures of membership feesStarting Rail Ventures will pay $1,000/month back to the City; Year 3 increases to $2,000/monthTotal savings to City from Hickory & Rail proposal : $241,529 / 11 Fiscal Information: 9 in from startup community; exclusive - operations with City management of Stoke, adding an Pros: savings vs. City management; plan for sustainability after Feb. 2021; buypartnershipsCons: second transition for current membersPros: maximum control over Stoke operations; no need for another transition Award management contract to Hickory & Rail Ventures, LLCContinue FTE to handle / 11 Options: 10 Caroline Booth Seeking direction on the preferred option / 11 Direction: 11 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-1473,Version:1 AGENDA CAPTION ConsideradoptionofanordinanceauthorizingtheCityManagertoexecuteaprofessionalservicesagreement fortheinspectionofoilandgasfacilitieswithintheCityofDentonwiththeinspectiontoincludesignage, equipmentmaintenance,firedepartmentaccess,landscaping,andsafetyrequirements;providingforthe expenditureoffundstherefor;andprovidinganeffectivedate(File6615-awardedtoModernGeosciencesinan amount not-to-exceed $250,000). City of DentonPage 1 of 1Printed on 10/20/2017 powered by Legistar™ City Hall City of Denton 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Materials Management CM: Todd Hileman DATE: October 24, 2017 SUBJECT Consider adoption of an ordinance authorizing the City Manager to execute a professional services agreement for the inspection of oil and gas facilities within the City of Denton with the inspection to include signage, equipment maintenance, fire department access, landscaping, and safety requirements; providing for the expenditure of funds therefor; and providing an effective date (File 6615awarded to Modern Geosciences in an amount not-to-exceed $250,000). BACKGROUND INFORMATION City of Denton staff have evaluated options for enhancing oil and gas annual inspection activities for oil and gas wells within the city limits. As a part of these evaluations, staff considered the possibility of obtaining outside contracting services to provide technological expertise, more capable and varied Well Inspections division. As a part of this evaluation, staff also wanted ensure these contracting services would be provided by a firm with local experience and an extensive record of providing similar services to other municipalities. Currently, the Gas Well Inspections Division has one (1) full time inspector with three (3) full time vacancies. Due to reduced gas well activity over the last couple of years, the one inspector has been able to perform semi-annual inspections of all 501 gas wells- 294 within the City limits and 207 within the Extra Territorial Jurisdiction (ETJ). These semi-annual inspections primarily check for code compliance (signs, equipment, fencing, trash, lighting, landscape, pipeline marking, erosion control, etc.) and also accomplish some limited leak detection and naturally occurring radioactive materials (NORM) assessments. If any concerns or violations of state or federal law are suspected, the city inspector reports and works with the appropriate regulating authority. using the resources available from salary and related savings due to the currently vacant positions in the Gas Well Inspections division. To accomplish this goal, staff began discussions with Modern Geosciences, a North Texas firm with extensive experience in oil and gas inspections. Modern Geosciences has worked with over 20 municipalities on a variety of oil and gas needs such as ordinance language, technical support, field inspections, and monitoring, data evaluation, and programmatic support, and is very well known and respected in the Dallas Fort Worth Metroplex. Currently, Modern Geosciences provides air quality/ padsite inspection services for Flower Mound, Colleyville, Kennedale, and Haslet, leak detection and padsite inspections for Grand Prairie, and is providing air quality evaluation services for the City of Dallas. The firm has the advanced instrumentation, methods, and experience needed to accomplish gas well pad site inspection services, including Optical Gas Imaging, infrared methane meters, hydrogen sulfide meters, photoionization detectors for total volatile organic carbon (tVOCs), particulate matter monitoring, and advanced methods of continuous air quality monitoring and tVOC assessments. The firm has also demonstrated the competence and qualifications necessary to accomplish the desired inspection activities, and has specific instrumentation, training, and expertise needed to perform the required services. . In accordance with Texas Local Government Code 252.022, the procurement of professional services is exempt from the requirement of competition based selection. The inspection services considered include: Enhancing the current Geographic Information Systems (GIS) database Well Inspections division radioactive material (NORM), noise, and particulate matter ctions using FLIR-OGI, methane, and NORM meters Providing Reports for all inspection activities, including inspection checklists, site photos, and GIS information, as completed Providing a comprehensive annual report. Staff used existing geographical information to establish an inspection prioritization approach based on site inspected 2 times per year, and will have standard inspections, full fence line inspections, and near equipment inspections. Moderate priority sites will be inspected 1 time per year, and will have a standard inspection, fence line inspections (without noise and particulate matter assessments), and near equipment inspections. Low priority sites will have standard inspections and near equipment inspections. It is important to note that the proposed services as outlined above will be in addition to the inspections currently being provided by the existing City of Denton Gas Well Inspections division. The scope of services for these activities is shown in Exhibit 3-Contract. RECOMMENDATION Award a professional services agreement for the inspection of oil and gas facilities within the City of Denton to Modern Geosciences in an amount not-to-exceed $250,000. The amount recommended by staff is based upon the following: Task 1. Receptor screening and prioritization, GIS layer development $22,833 Task 2-3. Padsite inspection and reporting High priority (54 wells; 18%) $82,620 o Full fence line inspections o Full near equipment inspections Moderate priority (131 wells; 45%); $92,355 o Fence line without noise and particulate matter o Full near equipment inspections Low priority (109 wells; 37%) $30,525 o Near equipment inspections Comprehensive Annual report $10,000 Total program and inspection costs (Tasks 1-3) $238,333 Task 4 Contingency Sampling, ReinspectionServices, and Technical Support, Field Support, and data processing Variable Not to exceed $11,667 Contract Total $250,000 PRINCIPAL PLACE OF BUSINESS Modern Geosciences Colleyville, TX ESTIMATED SCHEDULE OF PROJECT The proposed inspection activities are for one (1) year. FISCAL INFORMATION The services will be funded from savings in the current Gas Well Division budget using Outside Contracting Services account 220300.7879. Staff anticipates that the salary savings and associated expenses from three (3) vacant positions in the Gas Well Inspections Division will cover the cost of the contract with Modern Geosciences. As a result, staff anticipates that there will be no increase in fees to the gas well operators to support this contract and enhanced level of service. Requisition# 136244 has been entered in the Purchasing software system. STRATEGIC PLAN RELATIONSHIP -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 Promote clean and healthy neighborhoods EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance Exhibit 3: Contract Respectfully submitted: Karen Smith, 349-8436 Purchasing Manager For information concerning this acquisition, contact: Kenneth Banks at 349-7165. DocuSign Envelope ID: 1080DA42-6A3F-4322-BB69-6817BEFA80FF PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES FILE 6615 STATE OF TEXAS § COUNTY OF DENTON § THIS AGREEMENT (the ÐAgreementÑ) is made and entered into on ________________________, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called ÐOWNERÑ and Modern Geosciences, with its corporate office at 5100 Thompson Terrace, Colleyville, TX 76034, hereinafter called ÐCONSULTANT,Ñ acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I CONSULTANT AS INDEPENDENT CONTRACTOR The OWNER has selected CONSULTANT on the basis of demonstrated competence and qualifications to perform the services herein described for a fair and reasonable price pursuant to Chapter 2254 of the Texas Government Code. The OWNER hereby contracts with the CONSULTANT as an independent contractor and not as an employee, and as such, the OWNER will not assert control over the day-to-day operations of the CONSULTANT. The CONSULTANT is customarily engaged to provide services as described herein independently and on a nonexclusive basis in the course of its business. This Agreement does not in any way constitute a joint venture between OWNER and CONSULTANT. The CONSULTANT hereby agrees to perform the services described herein based on the skills required for the scope of work in connection with the Project as stated in the sections to follow, with diligence and in accordance with the highest professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project: The Project shall include, without limitation, assistance with Oil & Gas Well Inspection Activities, as described in Exhibit A, which is attached hereto and incorporated herein (the ÐProjectÑ). ARTICLE II SCOPE OF BASIC SERVICES The CONSULTANT shall perform the following services in a professional manner: A.To perform all those services set forth in CONSULTANTÓs proposal, which proposal is attached hereto and made a part hereof as Exhibit A as if written word for word herein. Contract 6615 Page 1 DocuSign Envelope ID: 1080DA42-6A3F-4322-BB69-6817BEFA80FF B.CONSULTANT shall perform all those services set forth in individual task orders, as described in Exhibit A, which shall be attached to this Agreement and made a part hereof. C.If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits or task orders. ARTICLE III ADDITIONAL SERVICES Additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included in the above-described Basic Services, may be negotiated as needed, per rates included in Exhibit A, Task 4: Contingency Sampling. A.Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. B.Preparing data and reports for assistance to OWNER in preparation for hearings before regulatory agencies, courts, arbitration panels or mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration panel or mediator. C.Assisting OWNER in preparing for, or appearing at litigation, mediation, arbitration, dispute review boards, or other legal and/or administrative proceedings in the defense or prosecution of claims disputes with Contractor(s). D.Assisting OWNER in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this AGREEMENT. Such services, if any, shall be furnished by CONSULTANT on a fee basis negotiated by the respective parties outside of and in addition to this AGREEMENT. E.Visits to the site in excess of the number of trips included in Exhibit A. F.Preparing statements for invoicing or other documentation for billing other than for the standard invoice for services attached to this professional services agreement. ARTICLE IV TIME OF COMPLETION CONSULTANT is authorized to commence work under this contract upon execution of this AGREEMENT. CONSULTANT will provide services from the date of execution and shall automatically expire upon completion of the work or receipt of the materials, and acceptance by the City of Denton. ARTICLE V COMPENSATION A.COMPENSATION TERMS: Contract 6615 Page 2 DocuSign Envelope ID: 1080DA42-6A3F-4322-BB69-6817BEFA80FF 1.ÐSubcontract ExpenseÑ is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services related to this agreement. 2.ÐDirect Non-Labor ExpenseÑ is defined as that expense for any assign ment incurred by the CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. B.BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost estimate detail at an hourly rate shown in Exhibit Ð A Ñ which is attached hereto and made a part of this Agreement as if written word for word herein, a total fee, including reimbursement for direct non-labor expenses not to exceed $250,000. Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its City Manager or his designee; however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terms of this Agreement. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authorization from the OWNER. The CONSULTANT shall not proceed to perform the services listed in Article III ÐAdditional Services,Ñ without obtaining prior written authoriz ation from the OWNER. C.ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of Charges at an hourly rate shown in Exhibit Ð A.Ñ Payments for additional services shall be due and payable upon submission by the CONSULTANT and approval by the City staff, and shall be in accordance with subsection B hereof. Statements shall not be submitted more frequently than monthly. D.PAYMENT: If the OWNER fails to make payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANTÓs undisputed statement thereof, the amounts due the CONSULTANT will be paid interest in accordance with the Texas Government Code 2251.025. Additionally, the CONSULTANT may, after giving seven (7) daysÓ written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges. Nothing herein shall require the OWNER to pay the late charge if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, ÐCompensation,Ñ there is a bona fide dispute concerning the amount due, or the invoice was not mailed to the address or in the Contract 6615 Page 3 DocuSign Envelope ID: 1080DA42-6A3F-4322-BB69-6817BEFA80FF form as described in this Agreement. The OWNER will notify CONSULTANT of any disputes within twenty-one (21) days of receipt of the invoice. E.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. ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANTÓs subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNERÓs use of these documents in other projects shall be at OWNERÓs sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. ARTICLE VIII INDEMNITY AGREEMENT THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS AND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BY THE OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE, RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE CONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES INCIDENTAL TO, RELATED TO, AND IN THE EXECUTION, OPERATION, OR PERFORMANCE OF THIS AGREEMENT. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the partiesÓ defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Contract 6615 Page 4 DocuSign Envelope ID: 1080DA42-6A3F-4322-BB69-6817BEFA80FF Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE IX INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above: A.Comprehensive General Liability Insurance with bodily injury limits of not less than $1,000,000 for each occurrence and not less than $1,000,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $100,000 in the aggregate. B.Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident. C.WorkerÓs Compensation Insurance in accordance with statutory requirements, and Employer sÓ Liability Insurance with limits of not less than $100,000 for each accident. D.Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate. E.The CONSULTANT shall furnish insurance certificates or insurance policies at the OW NERÓs request to evidence such coverages. The General Liability and Auto Liability insurance policies shall name the OWNER as an additional insured. CONSULTANT shall endeavor to provide OWNER with any cancellation or modification to its insurance policies. ARTICLE X ALTERNATIVE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to mediation with each party bearing its own costs of mediation. No mediation arising out of or relating to this Agre ement, involving one partyÓs disagreement may include the other party to the disagreement without the otherÓs approval. Mediation will not be a condition precedent to suit. ARTICLE XI TERMINATION OF AGREEMENT A.Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) daysÓ advance written notice to the other party. B.This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons Contract 6615 Page 5 DocuSign Envelope ID: 1080DA42-6A3F-4322-BB69-6817BEFA80FF specifying the non-performance, and not less than fifteen (15) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. C.If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article V ÐCompensation.Ñ Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE XII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE XIII NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) daysÓ mailing: To CONSULTANT: To OWNER: Modern Geosciences City of Denton Kenneth S. Tramm, PhD, PG, CHMM Purchasing Manager Î File 6615 5100 Thompson Place 901B Texas Street Colleyville, TX 76034 Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) daysÓ mailing. ARTICLE XIV ENTIRE AGREEMENT This Agreement and related exhibits constitute the complete and final expression of this Agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, Contract 6615 Page 6 DocuSign Envelope ID: 1080DA42-6A3F-4322-BB69-6817BEFA80FF negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XV SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE XVI COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as those laws may now read or hereinafter be amended. ARTICLE XVII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, national origin or ancestry, age, or physical handicap. ARTICLE XVIII PERSONNEL A.The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B.All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. ARTICLE XIX ASSIGNABILITY The CONSULTANT acknowledges that this Agreement is based on the demonstrated competence and specific qualifications of the CONSULTANT and is therefore personal as to the CONSULTANT. Therefore, the CONSULTANT shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER. ARTICLE XX MODIFICATION Contract 6615 Page 7 DocuSign Envelope ID: 1080DA42-6A3F-4322-BB69-6817BEFA80FF No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE XXI MISCELLANEOUS A.The following exhibits are attached to and made a part of this Agreement: Exhibit A ÎConsultantÓs Scope of Services Exhibit B Î Conflict of Interest Form-CIQ B.The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONTRACTOR shall retain such books, records, documents and other evidence pertaining to this agreement during 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 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 this agreement, and to allow the OWNER 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 OWNER 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 business days of receipt of an invoice. Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the OWNERÓS 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. C.This Agreement shall be governed by, construed, and enforced in accordance with, and subject to, the laws of the State of Texas or federal law, where applicable, without regard to the conflict of law principles of any jurisdiction. In the event there shall be any dispute arising out of the terms and conditions of, or in connection with, this Agreement, the party seeking relief shall submit such dispute to the District Courts of Denton County or if federal diversity or subject matter jurisdiction exists, to the United States District Court for the Eastern District of Texas-Sherman Division. D.For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be __________________. However, nothing herein shall limit Contract 6615 Page 8 DocuSign Envelope ID: 1080DA42-6A3F-4322-BB69-6817BEFA80FF CONSULTANT from using other equally qualified and competent members of its firm to perform the services required herein. E.CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. F.The OWNER shall assist the CONSULTANT by placing at the CONSULTANTÓs disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. G.The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. ARTICLE XXII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. ARTICLE XXIII RIGHT TO AUDIT The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONTRACTOR shall retain such books, records, documents and other evidence pertaining to this agreement during 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 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 this agreement, and to allow the OWNER 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 OWNER 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 business days of receipt of an invoice. Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the OWNE RÓS 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. Contract 6615 Page 9 DocuSign Envelope ID: 1080DA42-6A3F-4322-BB69-6817BEFA80FF ARTICLE XXIV CERTIFICATE OF INTERESTED PARTIES ELECTRONIC FILING In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish an original notarized Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1.Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2.Register utilizing the tutorial provided by the State 3.Print a copy of the completed Form 1295 4.Enter the Certificate Number on signature page. 5.Sign and notarize the Form 1295 6.Email the notarized form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 Î Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics CommissionÓs website within seve n business days. Contract 6615 Page 10 DocuSign Envelope ID: 1080DA42-6A3F-4322-BB69-6817BEFA80FF IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement through its duly authorized undersigned officer on this date______________________. CITY OF DENTON, TEXAS __________________________________ TODD HILEMAN, CITY MANAGER JENNIFER WALTERS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: __________________________________ Modern Geosciences, A TEXAS CORPORATION ÐCONSULTANTÑ __________________________________ Kenneth S. Tramm, PhD, PG, CHMM Principal/Program Manager __________________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER Contract 6615 Page 11 DocuSign Envelope ID: 1080DA42-6A3F-4322-BB69-6817BEFA80FF CITY OF DENTON INSURANCE REQUIREMENTS FOR CONTRACTORS Bidder's attention is directed to the insurance requirements below. It is highly recommended that bidders confer with their respective insurance carriers or brokers to determine in advance of Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low bidder fails to comply strictly with the insurance requirements, that bidder may be disqualified from award of the contract. Upon bid award, all insurance requirements shall become contractual obligations, which the successful bidder shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of bid award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance, containing the bid number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to bid opening, since the insurance requirements may not be modified or waived after bid opening unless a written exception has been submitted with the bid. Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- VII or better. Any deductibles or self-insured retentions shall be declared in the bid proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: Name as additional insured the City of Denton, its Officials, Agents, Employees and volunteers. 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 Contract 6615 Page 12 DocuSign Envelope ID: 1080DA42-6A3F-4322-BB69-6817BEFA80FF 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 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 $1,000,000.00shall 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. Contract 6615 Page 13 DocuSign Envelope ID: 1080DA42-6A3F-4322-BB69-6817BEFA80FF If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. \[X\] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000.00 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: any auto, or all owned, hired and non-owned autos. \[X\] WorkersÓ Compensation Insurance Contractor shall purchase and maintain Worker's Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker's Compensation Commission (TWCC). \[ \] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis, and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least combined bodily injury and property damage per occurrence with a aggregate. Contract 6615 Page 14 DocuSign Envelope ID: 1080DA42-6A3F-4322-BB69-6817BEFA80FF \[X\] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000 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. \[ \] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a ÐblanketÑ basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than each occurrence are required. \[ \] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. Contract 6615 Page 15 DocuSign Envelope ID: 1080DA42-6A3F-4322-BB69-6817BEFA80FF ATTACHMENT 1 \[ \] WorkersÓ Compensation Coverage for Building or Construction Projects for Governmental Entities A.Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner-operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B.The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C.The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D.If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E.The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 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 Contract 6615 Page 16 DocuSign Envelope ID: 1080DA42-6A3F-4322-BB69-6817BEFA80FF 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)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 Contract 6615 Page 17 DocuSign Envelope ID: 1080DA42-6A3F-4322-BB69-6817BEFA80FF 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 contractorÓs failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. Contract 6615 Page 18 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:A17-0005b,Version:1 AGENDA CAPTION Holdthesecondoftwopublichearingsforavoluntaryannexationofapproximately73.47acresofland generally located north of Long Road and west of FM 428 by the City of Denton, Texas. City of DentonPage 1 of 1Printed on 10/20/2017 powered by Legistar™ City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com ______________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT:Department of Development Services CM:Todd Hileman DATE:October24, 2017 SUBJECT Hold the secondof two public hearings for a voluntaryannexation ofapproximately 73.47 acres of landgenerally located north of Long Road and west of FM 428 by the City of Denton, Texas. BACKGROUND The applicant, Brent L. Murphree, on behalf of the property owner, David Kuhlken, has submitted an annexation application tovoluntarilyannex the subject property. The subject property is approximately 73.47 acres and is adjacent to current city limits on its north, east, and south boundaries. The adjacent zoning districts are Extraterritorial Jurisdiction (ETJ) to the northwest, Rural Residential (RD-5X) to the northeast, Neighborhood Residential 4 (NR-4) to the east, and Neighborhood Residential 3 (NR-3) to the south. The Future Land Use designation of the subject site is Rural Areas. The applicant plansto develop a single familysubdivisionon the subject propertyand is requesting annexation for this purpose. The proposed development meets the followingcriteria for annexationas listed inSection 35.3.14 of the Denton Development Code (DDC): It will require a connectionto City public services; It is within the City’s Certificate of Convenience and Necessity boundary for water, sewer, and electric services; It is located 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. Water service is available from a 54-inch line located along F.M. 428 and a 12-inch line located along Long Road. The nearest Wastewater main is a 12-inch gravity main located along Long Road. Transportation improvements required as a result of the proposed development of this site will be determined after trip generation calculations have been received and reviewed. Any drainage improvements required in association with the development of this site will be the responsibility of the Developer. Any improvements due to the impact of this development will be constructed at the Developers expense. DME has a transmission line running through the property, an underground distribution line approximately 100-feetfrom the property across Long Road, & an overhead distribution line approximately 100-feetfrom the property across F.M. 428. Solid Wastewill add this property to existing routes. Policing of the subject site would comply with required response times. Fire and EMS services to the site would comply with required response times. Station #7 is located 2 miles from the subject site. This location is adjacent to Waterworks Park and Skate works.Cooper Creek Park is 1.32 miles to the south and is an open greenspace with a trail. The closest developed park isEvers Park, 1.75 miles to the southwest which provides 30 acres of developed park property. 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 DDC, minimizing the impacts of the proposed development on adjacent neighborhoods. 4.Conformance with the Land Use Element of the City’s comprehensive plan. The subject property is designated as Rural Areas on the Future Land Use Plan. The applicant is proposing to develop a residential subdivision for this site. Conformance with the Land Use Element will be determined when the application for initial zoning is submittedand reviewed. 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 1 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 tentative schedule for this annexation is as follows: stnd September 19, 2017-City Council meeting setting the 1and 2public hearing dates and authorizing the publication of notice of the public hearings-Complete st October 17, 2017 –1Public Hearing-Complete nd October 24, 2017–2Public Hearing November 7, 2017 –First Reading of the Annexation Ordinance November 9, 2017 –Publication of the Annexation Ordinance in the newspaper First meeting in January 2018 -Second Reading and Adoption of the Annexation Ordinance PRIOR ACTION/REVIEW (Council, Boards, Commissions) stnd On September 19, 2017, the City Council adopted an ordinance setting the 1and 2public hearing dates and authorizing the publication of notice of the public hearings. STRATEGIC PLAN RELATIONSHIP The City of Denton’s Strategic Plan is an action-oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family-Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Economic Development Related Goal:3.4 Encourage development, redevelopment, recruitment, and retention EXHIBITS 1.Agenda Information Sheet 2.Location Map 3.Zoning Map 4.Staff Presentation Respectfully submitted: Scott McDonald Interim Director of Development Services Prepared by: Cindy Jackson, AICP Senior Planner A17-0005 Location Map 428 " ) LONG HARTLEE FIELD NCEW PRI J UPITER LLO R PE PO INSETT IA HER CULE PUBLIC ALLEY YUCCA 03857701,540 Feet SITECOD µ ETJ Parcels NAA 8/1/20 Roads Date: 9/15/2017 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. A17-0005 Zoning Map RD-5X 428 " ) NR-2 RD-5 LONG HARTLEE FIELD NCEW PRI ETJ NRMU-12 J UPITER NRMU LLO R PE CM-G NR-6 PO INSETT IA HER CULE PUBLIC ALLEY NR-4 NR-3 YUCCA 03857701,540 Feet SITECM-GNR-3NRMU µ ETJNR-4NRMU-12 Parcels NR-2NR-6RD-5 Roads RD-5X Date: 9/15/2017 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. 2017 24, October 0005 Stark Farms - A17 Planning Division of two second Hold the public hearings for a voluntary annexation of approximately 73.47 acres of land generally located north of Long Road, and west of F.M.428. / 4 Request: 2 : Approximately 73.47 acresSingle Family Residential Development / 4 Background 3 Second Reading - Public Hearing Public Hearing stnd First Reading of the 12 October 17, 2017 October 24, 2017 November 7, 2017 Annexation OrdinanceFirst meeting in January 2018 and Adoption of the Annexation Ordinance / 4 Annexation Schedule: 4 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-1435,Version:1 AGENDA CAPTION Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding amending the CityÓs Transportation Design Criteria Manual by adding new subsection 1.3 (ÐGuidelines for Perimeter Street ImprovementsÑ); providing a severability clause and an effective date. City of DentonPage 1 of 1Printed on 10/20/2017 powered by Legistar™ EXHIBIT 1 Agenda Information Sheet DEPARTMENT: Capital Projects CM/ ACM: Mario Canizares Date: October 24, 2017 SUBJECT Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding amending the City’s Transportation Design Criteria Manual by adding new subsection 1.3 (“Guidelines for Perimeter Street Improvements”); providing a severability clause and an effective date. SUMMARY The purpose of this public hearing is to receive public input on the City’s proposed Guidelines for Perimeter Street Paving, proposed as an amendment (new Section 1.3) to the City’s Transportation Design Criteria Manual, discuss public input, provide direction to staff for any changes deemed necessary, and adopt an ordinance approving the amendment. BACKGROUND The Roadway Impact Fee Ordinance (Ordinance No. 2016-189, including the Roadway Impact Fee Study) was approved by the Council on June 21, 2016, with an effective date of July 5, 2016. The Roadway Impact Fees were set by the Council at $2,000 for a single-family detached housing unit; approximately 20% of the Maximum Assessable Roadway Impact Fee (“rough proportionality” or “proportional cost”) allowed by state law. Fees for commercial and industrial uses were discounted an additional 25% below residential use. Ordinance No 2016-189 did not eliminate Perimeter Street Improvement requirements contained in Section 35.20.2.L of the Development Code. The Ordinance provided that guidelines could be adopted to administer the ordinance and for crediting “… the contribution of land, improvements or funding for construction of any System (Collector street and above) that is required or agreed to by the City,…” The Guidelines proposed herein are to serve those purposes. Staff presented the proposed Guidelines for Perimeter Street Paving to the Council at a work session on September 12, 2017 (copy of AIS and attachments attached as Exhibit 2), after which the Council requested a Public Hearing be set for the Guidelines. Staff has met with members of the development community on 3 occasions to discuss the proposed Guidelines and communicated several more times to resolve concerns they have with the proposed Guidelines. Since the September 12, 2017 Council meeting, staff has continued to work with members of the development community to resolve their concerns. The Denton Community Development Alliance (DCDA) recently offered their suggested Guidelines, which are attached as Exhibit 3. Staff has incorporated all of DCDA’s suggestions they can support into the current staff proposal. The proposed Guidelines presented to the Council at the work session have been further modified as a result of discussions with the development community and to add guidelines for application of Credits to Roadway Impact Fees for right-of-way contributions and Perimeter Street improvements. The new proposed Guidelines are shown in Exhibit 4, with changes from the Sept. 12, 2017 version shown in “track changes” format. The proposed Guidelines have been modified to (1) provide more flexibility to the City Engineer to modify pavement sections (type, width and thickness) based on the anticipated schedule for reconstruction of a roadway section, differences between existing and future roadway elevations and other design factors applicable to the street section; (2) provide guidance for Credits for Right- of-way and Construction; (3) indicate that credits would be described, including the computation method, in a Development Agreement with City participation requiring Development Agreement approval by the Council; and (4) indicating how staff decisions on Perimeter Street Paving Street Paving and determination of Credits could be appealed to the Council. OPTIONS 1.Receive public input and approve the ordinance (Exhibit 5) amending the Transportation Design Criteria Manual to include a new Section 1.3 Guidelines for Perimeter Street Paving. 2.Receive public input, direct staff to make changes to the proposed Guidelines and return a modified ordinance for Council’s consideration. RECOMMENDATION Option 1 - Receive public input and approve the ordinance (Exhibit 5) amending the Transportation Design Criteria Manual to include a new Section 1.3 “Guidelines for Perimeter Street Paving.” PRIOR ACTION/REVIEW (Council, Boards, Commissions) Council Workshop on September 12, 2017 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: 2.1 Optimize resources to improve quality of City Roadways EXHIBITS 1.AIS 2.September 12, 2017 AIS for Council Work Session 3.DCDA Suggested Guidelines 4.Staff Proposed Guidelines for Perimeter Street Paving 5.Ordinance Adopting Guidelines for Perimeter Street Paving Respectfully submitted: Galen Gillum Director of Capital Projects Prepared by: John T. Davis, PE Senior Engineer City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Capital Projects ACM: Mario Canizares DATE: September 12, 2017 SUBJECT Receive a report, hold a discussion and provide direction regarding staff proposed Perimeter Street Paving Guidelines being developed pursuant to the City’s Roadway Impact Fee Ordinance (2016-189). PURPOSE The purpose of this work session is to brief the Council on the history of the City’s Roadway Impact Fee, explain how the Roadway Impact Fee and Perimeter Street Paving are related, and outline staff’s proposed Perimeter Street Paving Guidelines, which are planned to be added to the City’s Transportation Design Criteria Manual after posting for public review and receiving comments. BACKGROUND The Roadway Impact Fee Ordinance (Ordinance No. 2016-189, including the Roadway Impact Fee Study) was approved by the Council on June 21, 2016, with an effective date of July 5, 2016. Roadway Impact Fees were developed because a number of developments, unaffected by Perimeter Street Paving requirements, were not contributing toward constructing improvements to impacted roadways. Since implementation of Roadway Impact Fees, questions have arisen regarding the application of the fees: A.Didn’t Roadway Impact Fees replace Perimeter Street (streets bordering the development) Paving requirements? No. The ordinance intentionally did not repeal the Perimeter Street Improvement requirements contained in Subchapter 20 of the Development Code. It provided the City with the option to require Perimeter Street Paving and credit those costs against the Roadway Impact Fees or to only collect the Roadway Impact Fees, depending on the specific situation and adopted guidelines. Sec. 4 of the Roadway Impact Fee Ordinance states the ordinance does not limit the City to using other methods authorized under state law to accomplish its purposes; and, “Guidelines may be developed… to administer this Ordinance.” Staff does not recall any statements being made in the Roadway Impact Fee presentations or related responses which indicated “proportionality” and Perimeter Street Paving requirements would go away completely. B.Have the requirements for Perimeter Street Paving changed with implementation of Roadway Impact Fees? Yes. Perimeter Street Paving will be required less frequently and only for specific situations. As provided by the Roadway Impact Fee Ordinance, Engineering has developed draft guidelines for determining when perimeter street improvements will be required, in lieu of only paying an impact fee. They have worked with key members of the development community, the Legal Department and Management to draft guidelines which would be reasonable, fair and equitable. Additionally, the draft guidelines are in line with guidelines used by other cities who have enacted Roadway Impact Fees. Staff surveyed 10 cities who have enacted Roadway Impact Fees and found that all but two require Perimeter Street Paving. One of the two is developing Perimeter Street Paving Guidelines at this time (please see attached Survey Summary at Exhibit 2). Staff has prepared the draft guidelines contained in Exhibit 3 for workshop discussion with the Council. These draft guidelines basically provide for Perimeter Street Paving: 1.When the development’s traffic impact causes the traffic Level of Service (LOS) on an affected perimeter street to drop below LOS D, the development will be required to construct perimeter street capacity proportionate to its impact. 2.(a) When the perimeter street pavement width is less than 22 ft., the development will be required to widen the street to at least 25 ft. of width and resurface the full width with asphalt (no resurfacing if concrete), or (b) When the perimeter street pavement width is less than 22 ft., and the pavement Overall Condition Index (OCI) is below 40, and the street is not scheduled to be reconstructed by the City’s current Capital Improvements Program, the development will be required to reconstruct the street to a minimum of 25 ft. width with curb & gutter (as called for by the Development Code). The City Engineer has the discretion to reduce the width to 24 ft. without curb & gutter if warranted by adjacent conditions or situations. 3.When the opposite side of a perimeter street has been improved with curb & gutter, the development will be required to reconstruct its side of the street with curb & gutter to a maximum additional width of 25 ft. C.If the value of City required Perimeter Street Paving is greater than the total value of the Roadway Impact Fees for a development, will the development receive a “refund” of the overage? No. The Roadway Impact Fee Ordinance provides a mechanism to credit the value of required Perimeter Street Paving, of “Collector Streets” and above, toward any impact fees assessed for that development. However, the ordinance also provides that the total value of “credits” granted by the City for Perimeter Street Paving cannot exceed the total value of the Roadway Impact Fees due from the development (the City cannot “owe” the developer). But, the total value of the required Perimeter Street Paving and any additional required off-site improvements for a development cannot exceed the total value of the “Maximum Assessable Roadway Impact Fees” (the City’s measure of “rough proportionality” per state law). Sec. 7.D of the Roadway Impact Fee Ordinance allows a reduction to the impact fee for “approved construction”…resulting from “contributions of land, improvements or funds to construct system improvements in accordance with the City’s subdivision and development regulations….” System improvements include perimeter street improvements, but do not include street improvements constructed to serve the development, such as turn-lanes into the development. D.Were the City’s Roadway Impact Fees set at or near the Maximum Allowable Assessable Fee (“rough proportionality” allowed by state law)? No. The Council set its Roadway Impact Fees at $2,000 for a single family detached housing unit, while the “Maximum Assessable Roadway Impact Fee” (“proportional cost”) is $6,174 - $10,981 per unit, depending on the ordinance identified Service (geographic) Area of the City. The City’s rate was set at 18 - 32% of the estimated costs of the roadway impacts (Maximum Assessable Fee). Fees for commercial and industrial uses were discounted an additional 25% below residential use. OPTIONS 1.Provide direction to staff on the draft Perimeter Street Paving Guidelines. Direct staff to review the resultant draft guidelines with the Planning & Zoning Board as an amendment to the Transportation Design Criteria Manual, post them for public comment, work to resolve any comments or objections the public might submit, and adopt the guidelines administratively, if all objections are resolved. 2.Option 1, with the additional direction that staff is to report to the Council any major changes made as a result of resolving public comments, prior to administratively adopting the changes. RECOMMENDATION Approve Option 1. ESTIMATED SCHEDULE OF PROJECT Approximately 60 days for presentation of the draft guidelines to the Planning & Zoning Board, posting for public comments, resolving comments and objections, and administrative adoption. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Council approval of the Roadway Impact Fee Ordinance on June 21, 2016. FISCAL 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: Public Infrastructure Related Goal: 2.1 Optimize resources to improve quality of City Roadways EXHIBITS 1.AIS 2.Survey Summary of Perimeter Street Paving Guidelines 3.Draft Perimeter Street Paving Guidelines 4.Presentation Respectfully submitted: Galen Gillum Director of Capital Projects Prepared by: John T. Davis, PE EXHIBIT 2 PERIMETER STREET PAVING GUIDELINES -- SURVEY SUMMARY No Perimeter Perimeter St. St. Paving Perimeter St. Construction Perimeter St. Required; Construction Required if St. is Construction on Only Collect Perimeter St. Required if Thoroughfare Required if St. COMMUNITIES Roadway Construction There is a Plan or on is Unpaved With Roadway Impact Required for Reduction in Road Impact or in Poor Impact Fees Fees all Situations LOS on the St. Fee CIP Condition Cedar Hill X (If TIA indicates LOS is reduced below LOS required by Comp. Plan) Flower X Mound Fort Worth X Frisco X Grand Prairie X MansfieldX X (24 ft. McKinney min.) MesquiteX (developing Perimeter St. Guidelines) ProsperX RowlettX DentonXX (orlessthan22 ft.) (Proposed) GUIDELINES FOR PERIMETER STREET IMPROVEMENT REQUIREMENTS Executive Summary: These are guidelines for perimeter street improvement requirements for proposed developments under the new Roadway Impact Fee Ordinance. These guidelines are intended to be general in nature, and in the event that these guidelines conflict with provisions of the Roadway Impact Fee Ordinance No. 2016-189 (the “Ordinance”) or the Denton Development Code (“DDC”), the provisions in the DDC and Ordinance will prevail over these guidelines. Proposed Guidelines: The Roadway Impact Fee Ordinance No. 2016-189 became effective on July 5, 2016. The Ordinance 1 authorizes staff to use its discretion either (1) to collect the roadway impact fee amount, or (2) to require perimeter street improvements for a development consistent with Subchapter 20 of the Denton 2 Development Code. Below, for discussion and approval, are staff’s proposed guidelines to better define when perimeter street improvements will be required, with the cost of those improvements credited against the assessed 3 road impact fee for the development. Credits will only be provided up to the amount of the assessed 4 fee. The guidelines are as follows: 1.Level of Service: For any proposed development that would generate enough traffic to reduce the Level of 5 on an affected street, the development will be required to construct Service below LOS D street capacity enhancements proportionate to the development’s impact. The Denton Development Code currently has a requirement for developments that generate 1,000 vehicle trips per day or 100 trips in a peak hour to submit a traffic study. Developments with this requirement will be required to evaluate the Level of Service for all affected streets to determine the development’s impact. If a development does not generate enough traffic to require a traffic study, then the existing traffic counts plus estimated trips from the current Trip Generation Manual will be used to determine the LOS impact. 2.Safety: a. For any proposed development that is adjacent to an affected perimeter street where the pavement width is less than 22 feet in width, the development will be required to widen the street to at least 25 feet in width (with a 2 in. minimum Type C asphaltic concrete overlay for asphalt pavements and without an overlay for concrete pavements) with appropriate transitions to the existing pavement; or 1 Some smaller developments are exempt from roadway impact fees. The exemption in Sec. 12.B of the roadway impact fee ordinance states, “\[a\] change in use that generates less than 10 times the number of Service Units attributable to the immediately preceding use is exempt from the payment of Impact Fees.” These developments will also be exempt from these perimeter street paving guidelines. 2 If the development has 100 feet or less of frontage on the perimeter street, the development will not be required to improve the street. See DDC Sec. 35.20.2.L.4. 3 The fee is assessed and “locked in” at the time of the final plat recordation. The fee will not change unless there is an increase in service units. The fee is collected at the time the building permit is pulled. 4 Credits are given for facilities identified in the roadway impact fee Capital Improvements Plan, and for facilities (streets classified as a collector or above) that qualify to be included in the Mobility Plan, even if not currently depicted on the Mobility Plan map, where the City has entered into a Credit Agreement. 5 If the LOS is already below a D, the development must improve the LOS to a level D. City of Denton, Guidelines for Perimeter Street Paving Page 1 of 2 b. If the adjacent affected perimeter street has a pavement width that is less than 22 feet wide and has an Overall Condition Index (OCI) of below 40, and the street is not scheduled to be reconstructed by the City’s current Capital Improvements Program, then the development will be required to reconstruct the entire 25-ft width of the perimeter street to current City standards, which includes curb and gutter, in the ultimate location with appropriate transitions to the existing pavement. If the development is located adjacent to an affected perimeter street that would, in the City Engineer’s opinion and discretion, be sufficient with reconstruction of a 24-ft width with no curb and gutter, then the development may be allowed to pursue this alternative standard. 3.Adjacent Curb and Gutter Improvements: For any proposed development that has an affected perimeter street which is improved to City standards with curb and gutter across from the development, the development is required to construct the perimeter street improvements according to Subchapter 20 of the Denton Development Code by adding curb and gutter improvements and a maximum of 25-ft. width of additional pavement. Example: Hercules Lane below is an example of adjacent and across improved streets. The City reserves the right to participate in the costs of improving the remainder of a perimeter street, if applicable, within its discretion, in accordance with the law, and in the event that adequate funding exists for such contribution. 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ƦƩƚƦƚƩƷźƚƓğƌźƷǤͼ calculated build by funds CĻĻͼΜ to Requirements actual provides Fee ΛͻƩƚǒŭŷ fee? of sense required the Impact Street 32% Required make Assessable impact it been is Ordinance have 19% collecting does Fee City always What ͻağǣźƒǒƒ Perimeter WhenversesDoes –– developmentor 1.Have3.Adopted 2.Impact very or Code? considered? by Αunimproved Requirements D TIA streets a narrow on Street Service Required of too substantially is perimeter is based Level When are condition Perimeter BelowRoadway –– poor when So1.Required2.Roadway3.Safety streets Code? planned service by ͻƦĻƩźƒĻƷĻƩ of Requirements to already level is condition ǒƓƌĻƭƭͶͼ Street concern Required good switching a project in adequate is not required is When funded consider shows Perimeter always Maybeare1.TIA2.Roadway3.Safety4.City it to when to to on only needed Check needed based opposed is is as required that fee Sense check now is improvements criteria sense development allowable Street rate the development identify Common certain common will supportmeetssupportmaximumcollected 1.TIA2.Perimeter3.The side each on Condition Improvement Pvmt. wide Improved ЋЉPoorNeededSt. Example –––– Street Carmel Α Perimeter of Road Carmel of Village Edwards – 1.Village will home / City $594,500 fee and $10,000 home; to / Example Value: impact $350,000 ROW $475,000 of an $400,000 closer Fee dedicate Carmel notpay system Contribution Check:$3,397 of contributealso Impact on will Improvement: $75,000+ willwill of impact Developer Village Homes Cost contributeActual 1.1752.Est.3.Developer4.Developer5.Total6.Development7.Proportionality Condition Improvements Pvmt. PoorAdjacent Example –– Street Road Industrial Perimeter Road Branch Branch Branch Masch Masch – 1.Masch to on fee need $70,893.90 impact Example $300,000 impact would an ROW: City Actual Road Street: agreement. warehouse notpay $48,489.41 an Check: dedicate feet of will Branch Perimeter $370,893.90 with will Fee $345,945.60. of is square Cost: Cost Impact Masch systemparticipate 1.82,5002.Est.3.Developer4.Total5.Development6.Proportionality EXHIBIT 3 GUIDELINES FOR PERIMETER STREET IMPROVEMENT REQUIREMENTS Executive Summary: These are guidelines for perimeter street improvement requirements for proposed developments under the new Roadway Impact Fee Ordinance. These guidelines are intended to be general in nature, and in the event that these guidelines conflict with provisions of the Roadway Impact Fee Ordinance No. 2016- and Ordinance will prevail over these guidelines. Proposed Guidelines: Principles: Roadway improvements are generally paid for by the constituents (tax payers, property owners, shoppers, cost of house, HOA dues, etc.). Roadway impact fees help to allocate the cost of roadways improvements amongst the current and incoming constituents via the various means of funding the costs (taxes, bonds, development costs, fees, etc.). Expending Roadway Impact Fees at the start of the project is an additional cost to the developer (new constituent) due to cash flow, interest on borrowed funds, lost opportunity, etc. The City has a need to address deficiencies in many areas of the City related to OCI, LOS, safety, etc. The City is transitioning from a perimeter street/rough proportionality system to a system of Roadway Impact Fees and perimeter street paving requirements. It will be a few years before the Roadway Impact Fee fund is sufficient to provide a substantial source for City participation in perimeter street paving needs, even when urgent. Developer participation in the short term to the extent of maximum available impact fee credit would help the City work through this transition period and avoid the effects of not addressing some of the City roadway improvement needs. The Maximum Assessable Roadway Impact Fee is an average of the rough proportionality within a given district. The MARIF is favorable to large developments and unfavorable to small and infill developments. Large and intense developments along City roads do have a potential to have a rough proportionality notably greater than the MARIF. The RIF Ordinance additionally gives incentives to these developments in the form of reduced fees. It is fair and appropriate for developments to make perimeter street improvements up to the value of the rough proportionality. The previous perimeter street/rough proportionality system also had a provision that perimeter streets would be paved a minimum of 25 feet. This resulted in perimeter street paving requirements 3 to 4 and even more times the rough proportionality assessment. Developments should be required to make improvements up to the rough proportional amount when conditions justify. Practices: The City Engineer shall be authorized to approve a pavement section for any given development that requires up to the maximum available roadway impact fee credits. With justification the City Engineer may require a modified section that does not exceed the developments rough proportional amount of a full section and includes a responsible participation by the City to address existing roadway deficiencies. If the roadway is less than 24 feet then the City Engineer may require a section to bring the roadway up to 20 or 24 feet (20 feet is minimum fire lane width). The City Engineer shall have the authority to require a responsible alternate (interim) paving section anywhere from keeping the existing section to a modified section to address specific existing deficiencies to a full standard City section. The City standard roadway sections shall be the basis for initiating any consideration to an alternate paving section. participation in any alternate section. The City should participate for additional cost to address existing pavement deficiencies such as low OCI, low LOS and widths less than 24 feet. The developer should be required to address OCI, LOS and safety deficiencies that the development creates, not those that the City has not been able to address. Credits: Pursuant to Ordinance No. 2016-189, Section 14, The City may credit the contribution of land, improvements or funding for construction of any System Facility (collector street and above), required or agreed to by the City, toward the Roadway Impact Fees due for a development. Such credits are limited to the provisions of said Section 14 and the following guidelines: 1. Right-of-Way Right-of-way will be credited, at the Denton County Appraisal District appraised value prior to the beginning of the development process for the property, for only the area of right-of-way provided beyond the current maintained right-of-way limits and excluding right-of-way required for any development site-related improvements. 2. Street Construction Construction value will be credited at the total cost of the construction of the roadway and related appurtenances, based on competitive bids and less sidewalks and development site-related roadway or facility improvement, e.g., turn-lanes, acceleration/ deceleration lanes, etc. serving the development. The construction costs for the System Facilities must also be comparable to the costs of roadway improvements within the development and agreed on by the City Engineer. System Facilities may include perimeter or off-site roadway improvements. Credits against Roadway Impact Fees require an agreement between the developer and the City, which amount of the Credit due and any reduction in Credits attributable to consumption of road capacity for developed lots or tracts served by EXHIBIT 4 STAFF PROPOSED GUIDELINES FOR PERIMETER STREET IMPROVEMENTS Executive Summary: These are guidelines for perimeter street improvement requirements for proposed developments under the new Roadway Impact Fee Ordinance. These guidelines are intended to be general in nature, and in the event that these guidelines conflict with provisions of the Roadway Impact Fee Ordinance No. 2016-189 (the “Ordinance”) or the Denton Development Code (“DDC”), the provisions in the DDC and Ordinance will prevail over these guidelines. Proposed Guidelines: The Roadway Impact Fee Ordinance No. 2016-189 became effective on July 5, 2016. The Ordinance 1 authorizes staff to use its discretion to either (1) collect the roadway impact fee amount, or (2) require perimeter street improvements for a development consistent with Subchapter 20 of the Denton 2 Development Code. Below, for discussion and approval, are staff’s proposed guidelines to better define when perimeter street improvements will be required, with the cost of those improvements credited against the assessed 3 road impact fee for the development. Credits will only be provided up to the amount of the assessed 4 fee. The guidelines are as follows: 1.Level of Service: For any proposed development that would generate enough traffic to reduce the Level of 5 Service below LOS D on an affected street, the development will be required to construct street capacity enhancements proportionate to the development’s impact. The Denton Development Code currently has a requirement for developments that generate 1,000 vehicle trips per day or 100 trips in a peak hour to submit a traffic study. Developments with this requirement will be required to evaluate the Level of Service for all affected streets to determine the development’s impact. If a development does not generate enough traffic to require a traffic study, then the existing traffic counts plus estimated trips from the current Trip Generation Manual will be used to determine the LOS impact. LOS is to be determined by the proposed development, with verification by the City Engineer. 2.Safety: a. For any proposed development that is adjacent to an affected perimeter street where the pavement width is less than 22 feet in width, the development will be required to widen the street to at least 25 feet in width (with a 2 in. minimum Type C asphaltic concrete overlay for asphalt pavements and without an overlay for concrete pavements) with appropriate transitions to the existing pavement; or 1 Some smaller developments are exempt from roadway impact fees. The exemption in Sec. 12.B of the roadway impact fee ordinance states, “\[a\] change in use that generates less than 10 times the number of Service Units attributable to the immediately preceding use is exempt from the payment of Impact Fees.” These developments will also be exempt from these perimeter street paving guidelines. 2 If the development has 100 feet or less of frontage on the perimeter street, the development will not be required to improve the street. See DDC Sec. 35.20.2.L.4. 3 The fee is assessed and “locked in” at the time of the final plat recordation. The fee will not change unless there is an increase in service units. The fee is collected at the time the building permit is pulled. 4 Credits are given for facilities identified in the roadway impact fee Capital Improvements Plan, and for facilities (streets classified as a collector or above) that qualify to be included in the Mobility Plan, even if not currently depicted on the Mobility Plan map, where the City has entered into a Credit Agreement. 5 If the LOS is already below D, the development must improve the LOS to at least level D. City of Denton, Guidelines for Perimeter Street Paving Page 1 of 3 b. If the adjacent affected perimeter street has a pavement width that is less than 22 feet wide and has an Overall Condition Index (OCI) of below 40, and the street is not scheduled to be reconstructed by the City’s current Capital Improvements Program, then the development will be required to reconstruct the entire 25-ft width of the perimeter street to current City standards, which includes curb and gutter, in the ultimate location with appropriate transitions to the existing pavement. If the development is located adjacent to an affected perimeter street that would, in the City Engineer’s opinion and discretion, be sufficient with reconstruction of a 24-ft width with no curb and gutter, then the development may be allowed to pursue this alternative standard. 3.Adjacent Curb and Gutter Improvements: For any proposed development that has an affected perimeter street which is improved to City standards with curb and gutter across from or immediately adjacent to the development, the development is required to construct the perimeter street improvements according to Subchapter 20 of the Denton Development Code by adding curb and gutter improvements and a maximum of 25-ft. width of additional pavement. Example: Hercules Lane below is an example of adjacent and across improved streets. The City Engineer may allow an alternate or interim pavement section (including pavement type, width and thickness), based on the anticipated schedule for reconstruction of a roadway section, differences between existing and future roadway elevations, and other design factors applicable to the Perimeter Street segment. City of Denton, Guidelines for Perimeter Street Paving Page 2 of 3 The City reserves the right to participate in the costs of improving the remainder of a perimeter street, if applicable, within its discretion, in accordance with the law, and in the event that adequate funding exists for such contribution. Credits: Pursuant to Ordinance No. 2016-189, Section 14, The City may credit the contribution of land, improvements or funding for construction of any System Facility (collector street and above), required or agreed to by the City, toward the Roadway Impact Fees due for a development. Such credits are limited to the provisions of said Section 14 and the following guidelines: 1.Right-of-Way Right-of-way will be credited, at the Denton County Appraisal District appraised value prior to the beginning of the development process for the property, for only the area of right-of-way provided beyond the current maintained right-of-way limits and excluding right-of-way required for any development site-related improvements. 2.Street Construction Construction value will be credited at the total cost of the construction of the roadway and related appurtenances, based on competitive bids and less sidewalks and development site-related roadway or facility improvement, e.g., turn-lanes, acceleration/ deceleration lanes, etc. serving the development. The construction costs for the System Facilities must also be comparable to the costs of roadway improvements within the development and agreed on by the City Engineer. System Facilities may include perimeter or off-site roadway improvements. Any Credits allowed against Roadway Impact Fees for a development are to be included in a Development Agreement between the developer and City, with identification of “… the basis for and the method for computing and the amount of the Credit due and any reduction in Credits attributable to consumption of road capacity for developed lots or tracts served by the Roadway Capital Improvements.” City participation in the costs of Perimeter Street Paving improvements requires approval of a Development Agreement between the developer and City by the City Council. An appeal to the City Council of City staff’s determination of requirements for Perimeter Street Paving and related off-site roadway improvements and allowable Credits may be filed by a property owner or the permit applicant, in accordance with the Denton Development Code, Section 35.3.12.E. City of Denton, Guidelines for Perimeter Street Paving Page 3 of 3 EXHIBIT 5 EXHIBIT ‘A’ AMENDMENT TO THE TRANSPORTATION DESIGN CRITERIA MANUAL ADD NEW SUBSECTION 1.3 TO SECTION 1 – STREET DESIGN 1.3 GUIDELINES FOR PERIMETER STREET IMPROVEMENTS 1.3.1 Summary These are guidelines for perimeter street improvement requirements for proposed developments under the Roadway Impact Fee Ordinance. These guidelines are intended to be general in nature, and in the event that these guidelines conflict with provisions of the Denton Development Code (“DDC”) or the Roadway Impact Fee Ordinance No. 2016-189 (the “Ordinance”), the provisions in the DDC and Ordinance will prevail over these guidelines. 1.3.2 Guidelines The Roadway Impact Fee Ordinance No. 2016-189 became effective on July 5, 2016. The 1 Ordinance authorizes staff to use its discretion to either (1) collect the roadway impact fee amount, or (2) require perimeter street improvements for a development consistent with Subchapter 20 of 2 the Denton Development Code. The below guidelines define when perimeter street improvements will be required, with the cost of those improvements credited against the assessed roadway impact 34 fee for the development. Credits will only be provided up to the amount of the assessed fee. The guidelines are as follows: 1.3.2.1 Level of Service For any proposed development that would generate enough traffic to reduce the Level of 5 Service below LOS D on an affected street, the development will be required to construct street capacity enhancements proportionate to the development’s impact. The Denton Development Code currently has a requirement for developments that generate 1,000 vehicle trips per day or 100 trips in a peak hour to submit a traffic study. Developments with this requirement will be required to evaluate the Level of Service for all affected streets to determine the development’s impact. If a development does not generate enough traffic to require a traffic study, then the existing traffic counts plus estimated trips from the current Trip Generation Manual will be used to determine the LOS impact. LOS is to be determined by the proposed development, with verification by the City Engineer. 1 Some smaller developments are exempt from roadway impact fees. The exemption in Sec. 12.B of the roadway impact fee ordinance states, “\[a\] change in use that generates less than 10 times the number of Service Units attributable to the immediately preceding use is exempt from the payment of Impact Fees.” These developments will also be exempt from these perimeter street paving guidelines. 2 If the development has 100 feet or less of frontage on the perimeter street, the development will not be required to improve the street. See DDC Sec. 35.20.2.L.4. 3 The fee is assessed and “locked in” at the time of the final plat recordation. The fee will not change unless there is an increase in service units. The fee is collected at the time the building permit is pulled. 4 Credits are given for facilities identified in the roadway impact fee Capital Improvements Plan, and for facilities (streets classified as a collector or above) that qualify to be included in the Mobility Plan, even if not currently depicted on the Mobility Plan map, where the City has entered into a Credit Agreement. 5 If the LOS is already below D, the development must improve the LOS to at least level D. 1.3.2.2 Safety a. For any proposed development that is adjacent to an affected perimeter street where the pavement width is less than 22 feet in width, the development will be required to widen the street to at least 25 feet in width (with a 2 in. minimum Type C asphaltic concrete overlay for asphalt pavements and without an overlay for concrete pavements) with appropriate transitions to the existing pavement; or b. If the adjacent affected perimeter street has a pavement width that is less than 22 feet wide and has an Overall Condition Index (OCI) of below 40, and the street is not scheduled to be reconstructed by the City’s current Capital Improvements Program, then the development will be required to reconstruct the entire 25-ft width of the perimeter street to current City standards, which includes curb and gutter, in the ultimate location with appropriate transitions to the existing pavement. If the development is located adjacent to an affected perimeter street that would, in the City Engineer’s opinion and discretion, be sufficient with reconstruction of a 24-ft width with no curb and gutter, then the development may be allowed to pursue this alternative standard. 1.3.2.3 Adjacent Curb and Gutter Improvements For any proposed development that has an affected perimeter street which is improved to City standards with curb and gutter across from or immediately adjacent to the development, the development is required to construct the perimeter street improvements according to Subchapter 20 of the Denton Development Code by adding curb and gutter improvements and a maximum of 25-ft. width of additional pavement. 1.3.2.4 Alternate and Interim Roadway Sections The City Engineer may allow an alternate or interim pavement section (including pavement type, width and thickness), based on the anticipated schedule for reconstruction of a roadway section, differences between existing and future roadway elevations, and other design factors applicable to the Perimeter Street segment. 1.3.4 City Participation The City reserves the right to participate in the costs of improving the remainder of a perimeter street, if applicable, within its discretion, in accordance with the law, and in the event that adequate funding exists for such contribution. 1.3.4 Credits Pursuant to Ordinance No. 2016-189, Section 14, The City may credit the contribution of land, improvements or funding for construction of any System Facility (collector street and above), required or agreed to by the City, toward the Roadway Impact Fees due for a development. Such credits are limited to the provisions of said Section 14 and the following guidelines: 1.3.4.1For Right-of-Way Right-of-way will be credited, at the Denton County Appraisal District appraised value prior to the beginning of the development process for the property, for only the area of right-of-way provided beyond the current maintained right-of-way limits and excluding right-of-way required for any development site-related improvements. 1.3.4.2For Street Construction Construction value will be credited at the total cost of the construction of the roadway and related appurtenances, based on competitive bids and less sidewalks and development site- related roadway or facility improvement, e.g., turn-lanes, acceleration/ deceleration lanes, etc. serving the development. The construction costs for the System Facilities must also be comparable to the costs of roadway improvements within the development and agreed on by the City Engineer. System Facilities may include perimeter or off-site roadway improvements. 1.3.4.3Development Agreements Required Any Credits allowed against Roadway Impact Fees for a development are to be included in a Development Agreement between the developer and City, with identification of “… the basis for and the method for computing and the amount of the Credit due and any reduction in Credits attributable to consumption of road capacity for developed lots or tracts served by the Roadway Capital Improvements.” City participation in the costs of Perimeter Street Paving improvements requires approval of a Development Agreement between the developer and City by the City Council. 1.3.5 Appeal An appeal to the City Council of City staff’s determination of requirements for Perimeter Street Paving and related off-site roadway improvements may be filed by a property owner or the permit applicant, in accordance with the Denton Development Code, Section 35.3.12.E. An appeal of City Staff’s determination of Credits may be filed by the property owner or applicant in accordance with Ordinance No. 1016-189, Section 21. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-1436,Version:1 AGENDA CAPTION Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding amending the City’s Water and Wastewater Design Criteria Manual to update it; providing a severability clause and an effective date. City of DentonPage 1 of 1Printed on 10/20/2017 powered by Legistar™ EXHIBIT 1 Agenda Information Sheet DEPARTMENT: Capital Projects CM/ ACM: Mario Canizares Date: October 24, 2017 SUBJECT Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding amending the City’s Water and Wastewater Design Criteria Manual to update it; providing a severability clause and an effective date. SUMMARY The purpose of this public hearing is to receive public input on the City’s proposed amendments to its Water & Wastewater Design Criteria Manual, discuss public input, provide direction to staff for any changes deemed necessary, and adopt an ordinance approving those amendments. BACKGROUND To assist developers and their design engineers in preparing and submitting design plans for proposed developments, the City has prepared a number of Criteria Manuals to guide them in these efforts. These Manuals and the dates of their last updates are listed below. Water & Wastewater Criteria Manual Feb. 20, 2002 Construction Criteria Manual Feb. 20, 2002 Site Design Criteria Manual Feb. 2009 Solid Waste Design Criteria Manual Apr. 2009 Transportation Design Criteria Manual Jul. 26, 2013 Drainage Design Criteria Manual Jul. 26, 2013 City staff has under-taken the process of completing drafts of updates for these Manuals in March 2018, with final adoption in April 2018. The first of the updates involves the Water & Wastewater Design Criteria Manual, since it is one of the oldest manuals. The draft amendments were presented to the Planning & Zoning Board July 26, 2017, after which they were posted for public comment for 30 days. Staff advised the Denton development community, via email to all development permit applicants registered in the City’s online eTRAKiT permit system, and the Denton Community Development Alliance (DCDA) membership, via email, of the proposed amendments and comment period. During the comment period, staff attended a workshop held by the DCDA for the Denton development community to explain proposed changes and listen to comments. Revisions to the amendments were made based on the comments received and then posted for another 7 day public comment period. Final revisions were made based on additional comments received. Staff believes they have resolved all issues raised by comments received and presents the Amended Manual (Exhibit “A” to the ordinance (Exhibit 3)) to the Council for further public comment and Council consideration and approval. OPTIONS 1.Receive public input and approve the ordinance (Exhibit 3) amending the Water and Wastewater Design Criteria Manual. 2.Receive public input, direct staff to make changes to the proposed Amended Manual and return a modified Manual and ordinance for Council’s consideration. RECOMMENDATION Option 1 – Receive public input and approve the ordinance (Exhibit 3) amending the Water and Wastewater Design Criteria Manual. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Presented to Planning & Zoning Board for comment July 26, 2017. FISCAL 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: Economic Development Related Goal: 2.3 Promote superior utility services and facilities EXHIBITS 1.AIS 2.Summary of Major Proposed Amendments 3.Ordinance Adopting Amended Water & Wastewater Design Criteria Manual (with amended Manual) Respectfully submitted: Galen Gillum Director of Capital Projects Prepared by: John T. Davis, PE Senior Engineer EXHIBIT 2 WATER and WASTEWATER DESIGN CRITERIA MANUAL MAJOR PROPOSED AMENDMENTS NOTE: A number of updates to reflect current City office names and position titles and “wordsmithing” changes for clarifications were made. Some deletions of material were made and only referenced. If the reader wishes to identify all specific changes, they may do so by comparing the revised sections with a copy of the 2002 manual. Section 2 – Preliminary Design Indicated as “Applicable to City Projects.” Updated to reflect electronic records and communications among current City offices for internal coordination of Preliminary Design. Updated to reflect current utility companies for external coordination of Preliminary Design. Section 3 – Water Design Guidelines 3.1 General Updated to reflect current reference documents for design of water mains. 3.2 Water Main Separation from Wastewater Mains Updated to refer to current name of state environmental regulatory agency and state requirements for separation. 3.3 Size of Water Distribution Mains Added requirement that development water systems have two points of connections to existing City water system for reliability of supply and fire flow. Added standard water service line sizes. Made 8 in. water main the minimum water main size (from 6 in.). Updated references to Denton Development Code and International Fire Code for fire hydrants and mains. 3.5 Pipe and Fittings Updated acceptable pipe and fitting materials. Referenced appropriate Standard Detail drawings for required thrust blocking. Added requirement of restrained joints, in addition to thrust blocking, for all 16 in. - 30 in. water main fittings. 3.6 Meters and Meter Cans/Vaults Updated acceptable meter brands per size and type. Added sections for meter sizing, location, installation and referenced appropriate Standard Detail Sheets. 3.7 Water Main Horizontal and Vertical Alignment Added separation requirements for water mains from other utilities. 3.14 Methods of Connection Added alert that connections between two pressure zones may require a pressure reducing valve station. Added references to appropriate Standard Detail Sheets for connections and extensions. Added Pressure Zone Map for design reference. 3.15 Valves Added clarity for location of valves. Updated acceptable valves. Added reference to appropriate Standard Detail Drawings for valves and placements. Added requirement for air release valves. 3.16 Dead-end Mains Required new system extensions to be looped in lieu of dead-end mains. Changed flush points for dead-end mains, which cannot be avoided, to fire hydrants only. 3.17 Fire Hydrant Locations and Coverage Moved location requirements to this section. 3.18 Requirements for Abandoning Water Mains Added requirements for abandoned water mains. Added references to appropriate Standard Detail Sheets. Water Drawings Removed all water drawings since they are now contained in the Standard Detail Sheets. Section 4 – Wastewater Design Guidelines 4.1 General Updated to reflect current reference documents for design of wastewater mains. 4.2 Estimated Wastewater Flows Updated references and flow table. 4.3 Separation Distances Between Wastewater Collection System Pipes and Manholes and Water Supply Pipes Updated information based on TCEQ requirements and listed TECQ requirements. 4.4 Size and Slope of Sewers Updated Minimum and Maximum Pipe Slopes Table to match TCEQ requirements. 4.9 Gravity and Force Main Sewer Pipe Material Updated acceptable pipe materials. 4.11 Manholes Updated acceptable manhole types. Added references to appropriate Standard Detail Sheets. 4.12 State Highway Alignment Criteria Added requirement that all City water and wastewater utilities be placed in utility easements outside of TxDOT ROW. 4.14 Tunneling, Jacking and Boring Changed allowable wastewater carrier pipe in casings from DIP to PVC. 4.15 Creek Crossings Added references to appropriate Standard Detail Drawings. 4.19 Lift Stations 4.19.3 Hydraulic Design Added TCEQ rule for storage capacity to accommodate power outages. 4.19.6 Electrical, Instrumentation and Supervisory Control and Data Acquisition (SCADA) Requirements Removed from manual, due to rapid advancement in associated technology and equipment. Design engineer must contact Director of Wastewater Utilities for latest ion requirements. (Only a few lift stations are constructed for developments.) 4.20 Lift Stations Increased minimum distance from a lift station to a residential or commercial building from 100 ft. to 200 ft., unless lift station site is enclosed with an opaque concrete or masonry wall and an approved odor control system is provided. 4.21 Low Pressure Collection Systems Allowed low pressure collection systems with approval. 4.22 On-Site Sewage Facilities Incorporated “Old” Section 10 into Section 4. Updated for current references to TCEQ and City Development Code. Added that “professional engineer or professional sanitarian must be licensed by the State of Texas. Section 5 – Construction Plans Added new Section to identify current requirements for construction plans for water and wastewater. Section 6 (“Old” Section 5) – Rights-of-Way and Easements Updated to reflect current procedures and practices. Basically, that the City provides the appropriate document forms for easements required to serve a development that are to become City easements, and developer is responsible for acquiring those easements. Section 7 (“Old” Section 6) – Addenda, Plans Revisions and Change Orders Updated to indicate difference in requirements for City and development projects. Section 8 (“Old” Section 7) – Submittals Updated to indicate the differences in “Materials” and “Shop Drawing” submittals and current procedures and practices. “Old” Section 8 – Addenda, Plan Revision and Change Orders Deleted, since it was a duplicate of Section 6, with some minor differences. “Old” Section 9 – Submittals Deleted, since it was a duplicate of Section 7, with some minor differences. Wastewater Drawings Removed from this update, since references are now made in the appropriate manual sections to the applicable City Standard Detail Sheets. “Old” Section 10 – On-Site Sewage Facilities Incorporated into Section 4, since they are Wastewater facilities. EXHIBIT 3 EXHIBIT ‘A’ AMENDMENT TO THE WATER AND WASTEWATER DESIGN CRITERIA MANUAL City of Denton Water and Wastewater Criteria Manual October 24, 2017 Table of Contents Water and Wastewater Criteria Manual Page Left Intentionally Blank 2 Table of Contents Water and Wastewater Criteria Manual T ABLE OF C ONTENTS SECTION 1 - INTRODUCTION…………………………………………………………………………………….7 SECTION 2 - PRELIMINARY DESIGN (APPLICABLE ONLY TO CITY PROJECTS) …………………….9 2.1 GENERAL…………………………………………………………………………………………….9 2.2 PROJECT FOLDER ............................................................................................................... .9 2.3 INTERNALCOORDINATION…………………………………………………………..…………..9 2.4 RECORDRESEARCH .......................................................................................................... 10 2.5 UTILITYCOORDINATION .................................................................................................... 10 SECTION 3 - WATER DESIGN GUIDELINES ........................................................................................... 13 3.1 GENERAL............................................................................................................................. 13 3.2 WATERMAINSEPARATIONFROMWASTEWATERMAINS ............................................. 13 3.3 SIZEOFWATERDISTRIBUTIONMAINS ...................................................... ………………13 3.3.1 Public Fire Hydrants ........................................................................................................ 15 3.3.2Private Fire Mains ........................................................................................................... 15 3.3.3 Fire Flow Tests ………………………………………………………………………………..15 3.4 DEPTHOFCOVERFORWATERMAINS ............................................................................ 15 3.5PIPEANDFITTINGS ........................................................................................................... ..16 3.6METERSANDMETERCANS/VAULTS .............................................................................. 17 3.6.1 S IZING .................................................................................................................................... 19 3.6.2 Location ...…………………………..………………………………………………………………26 3.6.3 Furnishing and Installing…………………………………………………………………………...26 3.6.4 Details ……………………………………………………………………………………………….26 3.7 WATER MAIN HORIZONTAL AND VERTICAL ALIGNMENT ………………………………..26 3.8H IGHWAY C ROSSINGS ……………………………………………………………………………….27 3.8.1State Highway Alignment Criteria…………………………………………………………....27 3.9R AILROAD C ROSSINGS…………………………………………………………………………….…27 3.10C REEK C ROSSINGS………………………………………………………………………….……….27 3.11T UNNELING,B ORING AND J ACKING……………………………………………………….…………27 3.12E LEVATED C ROSSINGS……………………………………………………………………………....28 3.12.1Specific Utility Bridge………………………………………………………………………….29 3.13E XISTING W ATER M AIN R EPLACEMENT…………………………………………………………………..29 3.14M ETHODS OF C ONNECTION………………………………………………………………………….29 3.14.1 Pressure Zones………………………………………………………………………………...29 3.14.2Tapping Sleeve and Valve……………………………………………………………………31 3.14.4Cut-In Connection ........................................................................................................... 31 3.14.5Main Extensions .............................................................................................................. 31 3.15V ALVES ................................................................................................................................... 31 3.15.1 Isolation Valves…………………………………………………………………………………….31 3.15.1.1 Location…………………………………………………………………………………………..31 3.15.1.2 Specifications…………………………………………………………………………………….32 3.15.1.3 Details…………………………………………………………………………………………….33 3.15.2 Air Release Valves and Air / Vacuum-Air Release Valves………………………………….33 3.16D EAD-END M AINS .................................................................................................................... 33 3.17F IRE H YDRANT L OCATIONS AND C OVERAGE .............................................................................. 33 3 Table of Contents Water and Wastewater Criteria Manual 3.18R EQUIREMENTS FOR A BANDONING W ATER M AINS..................................................................... 34 3.18.1Replacement Mains ........................................................................................................ 34 3.18.2Extension Mains .............................................................................................................. 34 3.18.3Fire Hydrants .................................................................................................................. 34 3.18.4Valves ............................................................................................................................. 34 SECTION 4 - WASTEWATER DESIGN GUIDELINES………………….…………………………………….35 4.1D9b9w!\[ͶͶͶͶͶͶͶͶͶͶͶͶͶͶͶͶͶͶͶͶͶͶͶͶͶͶͶͶͶͶͶͶͶͶͶͶͶͶͶͶͶͶͶͶͶͶ͵͵ЌЎ 4.2E STIMATED W ASTEWATER F LOWS ............................................................................................ 35 4.3 Separation Distances between WW Collection System Pipes and Manholes……………….36 4.4S IZE AND S LOPE OF S EWERS ................................................................................................... 40 4.4.1High Velocity Protection .................................................................................................. 41 4.5S EWER M AIN D EPTH ................................................................................................................ 41 4.6R ECOMMENDED C OVER ........................................................................................................... 41 4.7S EWER A LIGNMENT ................................................................................................................. 41 4.8S EWER L ATERALS.................................................................................................................... 42 4.9G RAVITY AND F ORCE M AIN S EWER P IPE M ATERIAL ................................................................... 42 4.10S EWER P IPE E MBEDMENT ........................................................................................................ 43 4.11M ANHOLES .............................................................................................................................. 43 4.11.1Manhole Locations .......................................................................................................... 44 4.12H IGHWAY C ROSSINGS.............................................................................................................. 44 4.12.1State Highway Alignment Criteria ................................................................................... 44 4.13R AILROAD C ROSSINGS ............................................................................................................. 45 4.14T UNNELING,B ORING, AND J ACKING .......................................................................................... 45 4.15S TORM D RAIN C ROSSINGS ....................................................................................................... 46 4.16C REEK C ROSSINGS ................................................................................................................. 46 4.17S IPHONS ................................................................................................................................. 46 4.18A BANDONMENT OF S EWER M AINS ............................................................................................ 46 4.19A BANDONMENT OF M ANHOLES ................................................................................................. 47 4.20L IFT S TATIONS......................................................................................................................... 47 4.20.1Preliminary Design Submittal .......................................................................................... 47 4.20.2Site Layout ...................................................................................................................... 48 4.20.3Hydraulic Design ............................................................................................................. 50 4.20.4Pumps ............................................................................................................................. 52 4.20.5Mechanical ...................................................................................................................... 52 4.20.6Electrical, Instrumentation and Supervisory Control and Data Acquisition (SCADA) Requirements .................................................................................................................. 53 4.21L OW P RESSURE C OLLECTION S YSTEMS ................................................................................... 54 4.22O N-S ITE S EWAGE F ACILITIES ................................................................................................... 54 4.22.1 General………………………………………………………………………………………….54 4.22.2Permits Required ............................................................................................................. 54 4.22.3Site Evaluations ............................................................................................................... 54 4.22.4Planning Requirements ................................................................................................... 54 4.22.5On-Site Sewage Facility Land Use Requirements .......................................................... 54 4 Table of Contents Water and Wastewater Criteria Manual SECTION 5 - CONSTRUCTION PLANS………………………………………………………………………..55 5.1G ENERAL ................................................................................................................................ 55 5.2R ESPONSIBILITY ...................................................................................................................... 55 5.3F ORMAT .................................................................................................................................. 55 5.4P LAN R EQUIREMENTS .............................................................................................................. 55 5.4.1 General……………………………………………………………..…………………………….55 5.4.2 Water Systems…………………………………………………………………………………..55 5.4.3 Sanitary Sewer Systems ……………………………………………………………………… 56 5.4.4 Grading …………………………………………………………………………………………..56 SECTION 6 - RIGHTS-OF–WAY AND EASEMENTS ............................................................................... 57 6.1R IGHT-OF-W AY R EQUESTS AND A PPROVALS PRIOR TO C ONTRACT/W ORK O RDER...................... 57 6.2W ITHIN E XISTING C ITY ROW AND E ASEMENTS ......................................................................... 57 6.3C ITY E ASEMENT AND ROWA CQUISITION.................................................................................. 57 6.4Non-City ROW Permits and Approvals .................................................................................. 59 SECTION7-ADDENDA,PLANSREVISIONSANDCHANGEORDERS………………………………......61 7.1G ENERAL ................................................................................................................................ 61 7.1.1 Development Projects…………………………………………………..................................61 7.1.2 City Projects……………………………………………………………………………………...61 7.2A DDENDA ................................................................................................................................ 61 7.2.1 Development Projects………………………………………………………………….............61 7.2.2 City Projects……………………………………………………………………………………...61 7.3P LAN R EVISIONS...................................................................................................................... 62 7.4C HANGE O RDERS .................................................................................................................... 62 7.4.1 Development Projects…………………………………………………………………………..62 7.4.2 City Projects……………………………………………………………………………………...62 7.5M ETHOD OF P LAN M ODIFICATION ............................................................................................. 62 7.6D ISTRIBUTION OF M ODIFIED P LANS OR S PECIFICATIONS FOR C ITY P ROJECTS ............................ 63 SECTION 8 - SUBMITTALS .......................................................................................................................65 8.1G ENERAL ................................................................................................................................ 65 8.2M ATERIAL AND S HOP D RAWING S UBMITTALS ............................................................................ 65 8.3S TANDARDS FOR P IPE.............................................................................................................. 65 8.4S UBMITTAL R EVIEW ................................................................................................................. 66 8.5N ONCONFORMANCE OF S UBMITTAL .......................................................................................... 66 8.6S UBMITTAL A CCEPTABLE WITH M INOR E XCEPTIONS .................................................................. 66 8.7A CCEPTABLE S UBMITTAL ......................................................................................................... 66 8.8S UBMITTAL R ECORDS ..........................................................................................................….66 5 Table of Contents Water and Wastewater Criteria Manual Page Left Intentionally Blank 6 Section 1 Water and Wastewater Criteria Manual Section 1 – Introduction 1.1 Purpose The purpose of this Manual is to provide minimum guidelines for the design and construction of water distribution and wastewater collection systems within the City of Denton, Texas and its extra-territorial jurisdictions. The criteria established in this Manual have been developed from a review of various applicable publications, North Central Texas Council of Government (NCTCOG) Public Works Construction Standards (as amended by the City of Denton), regulatory requirements, and City of Denton offices which oversee the design, construction and maintenance of the water distribution and wastewater collection systems. These guidelines are to be used by design engineers in the City of Denton Capital Projects Engineering Division, consulting engineers employed by the City, and engineers of subdivision and land development infrastructure projects proposed for construction and acceptance by the City within the City, within its extra-territorial jurisdictions and within its Certificate of Convenience and Necessity (CCN) area. The criteria established in this Design Manual provide basic guidance. However, full responsibility and liability for proper design remains with the design engineer. Users of this Manual should be knowledgeable and experienced in the theory and application of water and wastewater engineering. Alternative designs may be submitted for consideration. However, alternative designs will require additional time to evaluate, and the Director of Water Utilities or the Director of Wastewater Utilities, as applicable, must approve any deviations from criteria established in this Manual. Along with this Manual, the Denton Development Code (DDC) should be consulted for additional criteria. The criteria established in this Manual do not supersede the criteria contained in the DDC. In the case of conflict among this Manual, NCTCOG Public Works Construction Standards as amended by the City of Denton (City of Denton PW Construction Standards), City of Denton Standard Details, or other cited regulations and standards, the more stringent requirement shall apply. 7 Section 1 Water and Wastewater Criteria Manual Page Left Intentionally Blank 8 Section 2 Water and Wastewater Criteria Manual Section 2 – Preliminary Design (Applicable Only to City Projects) NOTE: This Section is applicable only to design for City administered projects; not development projects. However, this Section includes information development design engineers may find useful to ensure appropriate coordination for their development projects. 2.1 General The success of any project can be attributed to the thoroughness of the initial investigations undertaken by the design engineer. This section describes the general steps that are essential when beginning a project to develop the vision required for preparing the final engineering plans and specifications. 2.2 Project Folder The design engineer shall create and maintain an electronic project folder and appropriate subfolders in the current electronic document system for each project. The folder and subfolders shall contain all pertinent correspondence including, but not limited to the following items: A. Assignment memo for the project, if applicable. B. Copies of memos from other City Offices. C. Correspondence to and from the private sector, e.g., consulting engineers, developers, etc. D. Correspondence to and from other utilities, e.g., gas, electric, cable, telephone, etc. E. Engineering calculations used to determine the size of pipe, alignment, cost, etc. of the project. F. Notes to file concerning conversations with citizens, consultants, etc. 2.3 Internal Coordination Internal coordination among departments within the City is necessary to prevent duplication of efforts, avoid conflicts and to inform other sections of activity in the project area. The internal coordination process shall be accomplished and documented via email. The design engineer shall contact the following: Director of Capital Projects Executive Manager of Energy Delivery, DME Director of Water Utilities 9 Section 2 Water and Wastewater Criteria Manual Director of Wastewater Utilities Director of Parks and Recreation City Engineer Manager of Streets and Traffic Manager of Drainage Manager of Engineering Development Review Indicate that a water or wastewater project is planned for a specific area and request they identify, within 7 calendar days, any activities currently underway or planned by their Operation that might conflict with the proposed project; negative responses are to be requested to ensure proper coordination. The email communication shall include a Concept Plan Fact Sheet with: Brief description of the project, Planned schedule, Approximate cost, Map highlighting the general area or location of the project, and General layout of the project with pipe sizes and direction of flow for wastewater. 2.4 Record Research A thorough search for and review of existing records is required for all design projects. These include water and wastewater construction plans, record drawing information and online GIS interactive utility maps. Verification of main location and/or depth may be obtained by field trips by the design engineer and/or a qualified Subsurface Utility Engineering (SUE) firm. The design engineer should visit all sites of proposed construction prior to and during design. 2.5 Utility Coordination The design engineer shall initiate the utility coordination process prior to survey or design. Subsurface Utility Engineering (SUE) firms should be considered for all projects. Level “A” SUE locations may be required by the City depending on the nature of the project and the magnitude of existing utility congestion along the project route. A. The design engineer will furnish for submittal to the utilities a description of the proposed project and the project location maps, highlighting in blue (for water) and green (for wastewater) the proposed route or location of the project. The following utility companies, along with any others operating within the area of the planned project, are to be contacted: 1. AT&T 2. Atmos Energy 3. Spectrum 4. CoServ Gas & Electric 5. Frontier Communications 6. Grande Communications 10 Section 2 Water and Wastewater Criteria Manual 7. Oncor Electric 8. Texas 811 The Public Works Inspection ROW Inspector should also be contacted to determine if other utilities should be contacted and if the City has any pending permits for work in the area of the planned project. If the design engineer is in need of a specific location of a facility, a field determination shall be coordinated with the specific utility company. The requesting party shall be responsible for any excavation required to locate existing facilities, unless the owner of the existing facility desires to make the excavation, or as governed by the existing franchise law. In any case, the owner of the utility shall be contacted prior to excavation and shall be afforded the opportunity to have a representative on-site to ensure protection of the owner’s interests. 11 Section 3 Water and Wastewater Criteria Manual Page Left Intentionally Blank 12 Section 3 Water and Wastewater Criteria Manual Section 3 – Water Design Guidelines 3.1 General It is the responsibility of the design engineer to ensure the final design of a water main is in conformance with the most recent versions of the following documents: A. Texas Administrative Code (TAC) Title 30, Part 1, Texas Commission on Environmental Quality (TCEQ) – Rules, Ch. 290, “Public Drinking Water” B. Denton Development Code (DDC) C. This Manual and the City’s Standard Details D. North Central Texas Council of Governments (NCTCOG) Standard Specifications for Public Works Construction (“COG Specs.”), as amended by the City of Denton E. City of Denton Water Master Plan F. Appendix B of the 2012 International Fire Code G. American Water Works Association (AWWA) Standards 3.2 Water Main Separation from Wastewater Mains Water mains shall be separated from wastewater mains as set forth in Texas Administrative Code (TAC) Title 30, Part 1, Texas Commission on Environmental Quality (TCEQ) Rules - 30 TAC §290.44.e. Location of waterlines and amended herein by the City of Denton (see also Section 4.3 of this Manual, where those requirements are listed). NOTE: The City of Denton does not allow the use of cast iron for water or wastewater piping. 3.3 Size of Water Distribution Mains Water mains shall be sized according to the City of Denton’s Water Distribution System Master Plan (Master Water Plan). Design engineers shall contact the City of Denton Water Utility to obtain the latest version of the water distribution system model and determine the size of water main required. For all residential, commercial, industrial, and any other development connecting to the City’s water distribution system, the following guidelines shall be used: A. The design engineer shall obtain the record drawing water maps from the Capital Projects Engineering Division and use the following criteria, based on the City’s Master Water Plan, for sizing the water lines. Average daily demand in gallons per capita per day = 180 GPCD Maximum daily demand / Average daily demand = 2.2 Peak hour demand / Maximum daily demand = 1.7 For Single-Family Residential – Use 3.2 people/unit For Multi-Family Residential – Use 2.5 people/unit 13 Section 3 Water and Wastewater Criteria Manual B. Water systems shall be provided with a sufficient number of connections to the City’s existing water system and shall be of sufficient size to furnish adequate water supply to furnish fire protection to all lots and conform to the City Master Water Plan. Every new water system shall include two or more connections to the existing City water system, when feasible, to ensure an adequate and reliable water supply in the event of a water main break or routine system maintenance. The City may require two or more connections, particularly for larger developments. Good engineering judgement is required to ensure reliability is considered in design of all proposed water systems. The City’s standardized water service line sizes are: Table 3.3-1 Service Size Meter Size 1 in. 5/8 in. x 3/4 in., full 3/4 in., and 1 in. 2 in. 1-1/2 in. and 2 in. 4 in. 3 in. and 4 in. 6 in. 6 in. 8 in. 8 in. Non-standard sized water services are not allowed. Refer to the water service connection drawings on the City Standard Details. C. Water pipe shall be a minimum of 8 in. diameter. The standard pipe sizes that shall be used for water main lines are 8”, 12”, 16”, 20”, 24”, 30”, 36” and 42”. Pipe sizes of 6”, 10”, 14”, 18”, 21”, and 33” are considered non-standard by the City and shall not be used for water main lines. Six (6) in. pipe may be used for fire hydrant connections and, with approval of the Director of Water Utilities, for short dead-end mains with a limited number of service connections. D. Every development shall provide adequate water capacity for fire protection purposes. Fire flow capacity requirements are in addition to daily demand requirements. The procedure for determining fire flow requirements for buildings or portions of buildings shall be in accordance with Appendix B of the 2012 International Fire Code. For any platted lot where the end use is not defined, the following standards shall apply: 14 Section 3 Water and Wastewater Criteria Manual Table 3.3-2 Area GPM One and two family dwellings less 1,000 than 3,600 SF Buildings other than one and two 1,500 family dwellings less than 3,600 SF Medium-intensity commercial and 3,000 light industrial High-intensity commercial and 4,000 industrial All fire flows to be calculated with twenty (20) pounds residual pressures. In addition to the fire flow requirements specified above, all developments shall provide adequate water capacity to satisfy the greater of (1) Peak Hour demand for the Peak Day or (2) Average Hour demand plus fire flow for the Peak Day. Mains are to be sized to ensure less than 1 foot of head loss per 1,000 feet of water main at Hazen Williams coefficients of C = 100, except for fire flow demands within the subdivision internal distribution system. Special exceptions to the above standards may be made by the Director of Water Utilities for unique situations. 3.3.1 Public Fire Hydrants Fire flow requirements shall be in accordance with Ch. 29 of the City of Denton Code of Ordinances and Appendix B of the 2012 International Fire Code. 3.3.2 Private Fire Mains In addition to the requirements of 3.3.1, private fire protection water mains shall be installed in accordance with NFPA 24 and 2012 International Fire Code requirements. Private fire protection mains shall be permitted by the Fire Marshall’s Office. 3.3.3 Fire Flow Tests Fire flow tests are normally requested by the design engineer, the MEP engineer, and other engineers to determine available water system capacity at or near the point of interest. If a fire flow test on the existing water system is necessary, contact the Water Utilities Department directly. 3.4 Depth of Cover for Water Mains The following guidelines apply to water main installations in public rights-of-way, easements, or unimproved areas without permanent paving surfaces with base (such as asphalt streets without permanent base, gravel or unimproved streets, or streets without curb and gutters): 15 Section 3 Water and Wastewater Criteria Manual Table 3.4-1 Minimum Depth of cover to top of Pipe Size pipe 12” and smaller 5’ 16” and larger 6’ For water main installation in proposed or existing permanent pavement (such as improved streets with curb and gutter), the following guidelines apply: Table 3.4-2 Minimum Depth of cover to top of Pipe Size pipe 12” and smaller 42” 16” 5’ 20” and larger 6’ Additional depth of cover may be required for low lying areas where future drainage improvements are anticipated. 3.5 Pipe and Fittings Specifying the appropriate pipe material is the responsibility of the design engineer, based on the analysis of specific site and loading conditions and pressure requirements. The minimum requirements in this Section are based on pipe size only and in no way relieve the design engineer of the responsibility of specifying the pipe material applicable to the particular project. Pipe gasket material shall be that recommended by the manufacturer for the specified pipe. Special attention shall be given by the design engineer for unique pipe fitting and pipe assembly situations. See Table 3.5-1 for the City’s minimum pipe materials, fittings, polywrap, thrust restraint, and embedment requirements, as a function of pipe size. All fittings, including vertical and horizontal bends, shall have concrete thrust blocking. See Drawings W700N, W701, W702A, W702B, W702C, and W703 on Sheet 3 of the City Standard Details. For water pipe lines 16 in. - 30 in., all fittings, including vertical and horizontal bends, shall have restrained joints, designed independently of concrete thrust blocking. For each particular fitting, the restrained joints may need to be installed beyond the fitting (i.e., may need to be installed on several pipe joints on each side of the fitting), depending on the required restrained length calculated. Restrained length calculations shall be included in the lay schedule in the material submittal package and shall use approved methods of joint restraint. See City Standard Details, specific product listings and Table 3.5-1. 16 Section 3 Water and Wastewater Criteria Manual 3.6 Meters and Meter Cans/Vaults The City allows the following water meters, depending on the volume and nature of the customer flow demands: Table 3.6-1 Meter Size Type Manufacturer 5/8” x 3/4” Positive Displacement Neptune/Badger 3/4” x 3/4” Positive Displacement Neptune/Badger 1” Positive Displacement Neptune/Badger 1-1/2” Positive Displacement Neptune/Badger 2” Positive Displacement Neptune/Badger Spectrum 175 (3”) Venturi Inlet (Single Jet Metron-Farnier Spectrum 500D (3” or 4”) Venturi Inlet (Single Jet Metron-Farnier 3” Tru/Flo Compound Neptune/Badger 4” Tru/Flo Compound Neptune Badger 6” Tru/Flo Compound Neptune/Badger 6” Protectus III Fire Service Compound Neptune/Badger 8” Protectus III Fire Service Compound Neptune/Badger Turbine meters are only allowed for irrigation meters; not for domestic meters. Venturi meters are only allowed on a case-by-case basis, when recommended by City Water Utilities. Vaults are required for all meters greater than 2 in. See Section 3.6.3 for Furnishing and Installing meters. 17 Section 3 Water and Wastewater Criteria Manual Table 3.5-1 Minimum Requirements for Pipe and Fittings Thrust Restraint Polywrap Ductile Iron (IN ADDITION TO AND Pipe Size Pipe Material (Pipe & Embedment Fittings DESIGNED INDEPENDENTLY Fittings) OF THRUST BLOCKING) Mechanical 8-mil V-Bio PVC See drawings U201, joint;Enhanced Wedge-action mechanical joint 8 in. - 12 in. (AWWA C900, DR-U202, U203A, U203C Compact or Polywrap restraint glands, at fittings. 14) in City Standard Details Full-Body (fitting only) Ductile Iron, AWWA Wedge-action mechanical joint C151, Special 8-mil V-Bio restraint glands, at fittings. Thickness Class Enhanced Boltless Restrained connections 52, push-on joints Mechanical Polywrap See drawings U201, (Example: American Flex-Ring (where joint; (inner layer), U202, U203A, U203C joint), at several pipe joints either unrestrained; Full-Body plus 4-mil in City Standard Details side of each fitting, depending on example: cross-linked 16 in. - 20 in. the required restrained length American Flex-Ring (outer layer) calculated. joint) Bonded joint Reinforced and Cathodic Concrete Steel Full Circle Welded Joints required Contact Water Utilities N/AProtection Cylinder, AWWA for thrust restraint Dept. (CP) System C303 Bar Wrapped required Ductile Iron, AWWA Wedge-action mechanical joint C151, Special 8-mil V-Bio restraint glands, at fittings. Thickness Class Enhanced Boltless Restrained connections 52, push-on joints Mechanical Polywrap (Example: American Flex-Ring (where joint; (inner layer), Crushed Stone joint), at several pipe joints either unrestrained; Full-Body plus 4-mil side of each fitting, depending on example: cross-linked the required restrained length 24 in. American Flex-Ring (outer layer) calculated. joint) Bonded joint Reinforced and Cathodic Concrete Steel Full Circle Welded Joints required Contact Water Utilities N/AProtection Cylinder, AWWA for thrust restraint. Dept. (CP) System C303 Bar Wrapped required Ductile Iron, Wedge-action mechanical joint 8-mil V-Bio Pressure Class restraint glands, at fittings. Enhanced 350; push-on joints Boltless Restrained connections Mechanical Polywrap (where (Example: American Flex-Ring joint; (inner layer), Crushed Stone unrestrained; joint), at several pipe joints either Full-Body plus 4-mil example: side of each fitting, depending on cross-linked 30 in. and American Flex-Ring the required restrained length (outer layer) larger joint) calculated. Bonded joint Reinforced and Cathodic Concrete Steel Full Circle Welded Joints required Contact Water Utilities N/AProtection Cylinder, AWWA for thrust restraint. Dept. (CP) System C303 Bar Wrapped required 18 Section 3 Water and Wastewater Criteria Manual 3.6.1 Sizing In commercial and industrial projects, the design engineer shall consult with the owner or the Mechanical, Electrical and Plumbing (MEP) engineer to identify proposed sizes and locations for domestic water meters, fire sprinkler connections and irrigation meters. During Building Permit review, the City evaluates adequacy of meter size using Table E201.1, “Minimum Size of Water Meters, Mains and Distribution Piping Based on Water Supply Fixture Unit Values (w.s.f.u.)” of the 2012 International Plumbing Code (copy included herein as Table 3.6.1-1). The City’s Building Permit Plans Review uses the 2012 International Residential Code, Table P2903.6, “Water-Supply Fixture-Unit Values for Various Plumbing Fixture and Fixture Groups” (see Table 3.6.1-2) to estimate water supply fixture units (w.s.f.u.). To facilitate review of the proposed meter size, the design engineer shall submit a tabulation of water supply fixture units (w.s.f.u.); a sample tabulation is provided herein in Table 3.6.1-3. Contact the Water Utilities Dept. regarding criteria for sizing fire-rated master meters. When sizing water meters, the design engineer should be aware that, per City Code, water and wastewater Impact Fees are based on water meter size, with the following exceptions: A. For multifamily developments of 8 or more units, Impact Fees are based on bedroom count. B. For fire-rated master meters, Impact Fees are based on the equivalent meter size the City would require for domestic demands (except for multifamily developments of 8 or more units, in which case Impact Fees are based on bedroom counts). Refer to Table 3.6.1-4, “Land Use and Service Unit/SFE Equivalencies.” Impact Fees are based on Single Family Equivalents (SFE’s). For example, Impact Fees for a 1-1/2” meter would be twice those for a 1” meter. 19 Section 3 Water and Wastewater Criteria Manual TABLE 3.6.1-1 2012 International Plumbing Code - TABLE E201.1 MINIMUM SIZE OF WATER METERS, MAINS AND DISTRIBUTION PIPING BASED ON WATER SUPPLY FIXTURE UNIT VALUES (w.s.f.u.) METER AND DISTRIBUTION SERVICE PIPEMAXIMUM DEVELOPMENT LENGTH (feet) PIPE (inches) (inches) Pressure Range 30 to 39 psi 406080100150200250 300 400500 3/4 1/2a 2.5 2 1.5 1.5 1 1 0.5 0.5 0 0 3/4 3/4 9.5 7.5 6 5.5 4 3.5 3 2.5 2 1.5 3/4 1 32 25 20 16.5 11 9 7.8 6.5 5.5 4.5 1 1 32 32 27 21 13.5 10 8 7 5.5 5 3/4 1-1/4 32 32 32 32 30 24 20 17 13 10.5 1 1-1/4 80 80 70 61 45 34 27 22 16 12 1-1/2 1-1/4 80 80 80 75 54 40 31 25 17.5 13 1 1-1/2 87 87 87 87 84 73 64 56 45 36 1-1/2 1-1/2 151 151 151 151 117 92 79 69 54 43 2 1-1/2 151 151 151 151 128 99 83 72 56 45 1 2 87 87 87 87 87 87 87 87 87 86 1-1/2 2 275 275 275 275 258 223 196 174 144 122 2 2 365 365 365 365 318 266 229 201 160 134 2 2-1/2 533 533 533 533 533 495 448 409 353 311 Note a: Minimum size for building supply is 3/4-inch pipe. 20 Section 3 Water and Wastewater Criteria Manual TABLE 3.6.1-1 (continued) METER AND DISTRIBUTION SERVICEPIPEMAXIMUM DEVELOPMENT LENGTH (feet) PIPE (inches) (inches) Pressure Range 40 to 49 psi 406080100150200250 300 400500 3/4 1/2a 3 2.5 2 1.5 1.5 1 1 0.5 0.5 0.5 3/4 3/4 9.5 9.5 8.5 7 5.5 4.5 3.5 3 2.5 2 3/4 1 32 32 32 26 18 13.5 10.5 9 7.5 6 1 1 32 32 32 32 21 15 11.5 9.5 7.5 6.5 3/4 1-1/4 32 32 32 32 32 32 32 27 21 16.5 1 1-1/4 80 80 80 80 65 52 42 35 26 20 1-1/2 1-1/4 80 80 80 80 75 59 48 39 28 21 1 1-1/2 87 87 87 87 87 87 87 78 65 55 1-1/2 1-1/2 151 151 151 151 151 130 109 93 75 63 2 1-1/2 151 151 151 151 151 139 115 98 77 64 1 2 87 87 87 87 87 87 87 87 87 87 1-1/2 2 275 275 275 275 275 275 264 238 198 169 2 2 365 365 365 365 365 349 304 270 220 185 2 2-1/2 533 533 533 533 533 533 533 528 456 403 Note a: Minimum size for building supply is 3/4-inch pipe. 21 Section 3 Water and Wastewater Criteria Manual TABLE 3.6.1-1 (continued) METER AND DISTRIBUTION SERVICEPIPEMAXIMUM DEVELOPMENT LENGTH (feet) PIPE (inches) (inches) Pressure Range 50 to 60 psi 406080100150200250 300 400500 3/4 1/2a 3 3 2.5 2 1.5 1 1 1 0.5 0.5 3/4 3/4 9.5 9.5 9.5 8.5 6.5 5 4.5 4 3 2.5 3/4 1 32 32 32 32 25 18.5 14.5 12 9.5 8 1 1 32 32 32 32 30 22 16.5 13 10 8 3/4 1-1/4 32 32 32 32 32 32 32 32 29 24 1 1-1/4 80 80 80 80 80 68 57 48 35 28 1-1/2 1-1/4 80 80 80 80 80 75 63 53 39 29 1 1-1/2 87 87 87 87 87 87 87 87 82 70 1-1/2 1-1/2 151 151 151 151 151 151 139 120 94 79 2 1-1/2 151 151 151 151 151 151 146 126 97 81 1 2 87 87 87 87 87 87 87 87 87 87 1-1/2 2 275 275 275 275 275 275 275 275 247 213 2 2 365 365 365 365 365 365 365 329 272 232 2 2-1/2 533 533 533 533 533 533 533 533 533 486 Note a: Minimum size for building supply is 3/4-inch pipe. 22 Section 3 Water and Wastewater Criteria Manual TABLE 3.6.1-1 (continued) METER AND DISTRIBUTION SERVICEPIPEMAXIMUM DEVELOPMENT LENGTH (feet) PIPE (inches) (inches) Pressure Range Over 60 406080100150200250 300 400500 3/4 1/2a 3 3 3 2.5 2 1.5 1.5 1 1 0.5 3/4 3/4 9.5 9.5 9.5 9.5 7.5 6 5 4.5 3.5 3 3/4 1 32 32 32 32 32 24 19.5 15.5 11.5 9.5 1 1 32 32 32 32 32 28 28 17 12 9.5 3/4 1-1/4 32 32 32 32 32 32 32 32 32 30 1 1-1/4 80 80 80 80 80 80 69 60 46 36 1-1/2 1-1/4 80 80 80 80 80 80 76 65 50 38 1 1-1/2 87 87 87 87 87 87 87 87 87 84 1-1/2 1-1/2 151 151 151 151 151 151 151 144 114 94 2 1-1/2 151 151 151 151 151 151 151 151 118 97 1 2 87 87 87 87 87 87 87 87 87 87 1-1/2 2 275 275 275 275 275 275 275 275 275 252 2 2 365 368 368 368 368 368 368 368 318 273 2 2-1/2 533 533 533 533 533 533 533 533 533 533 Note a: Minimum size for building supply is 3/4-inch pipe. 23 Section 3 Water and Wastewater Criteria Manual TABLE 3.6.1-2 2012 International Residential Code P2903.6 Determining Water-Supply Fixture Units Supply loads in the building water-distribution system shall be determined by total load on the pipe being sized, in terms of water-supply fixture units (w.s.f.u.), as shown in Table P2903.6, and gallon per minute (gpm) flow rates \[see Table P2903.6(1)\]. For fixtures not listed, choose a w.s.f.u. value of a fixture with similar flow characteristics. TABLE P2903.6 WATER-SUPPLY FIXTURE-UNIT VALUES FOR VARIOUS PLUMBING FIXTURES AND FIXTURE GROUPS WATER-SUPPLY FIXTURE-UNIT VALUE (w.s.f.u.) TYPE OF FIXTURES OR GROUP OF FIXTURES HotColdCombined Bathtub (with/without overhead shower head) 1.0 1.0 1.4 Clothes washer 1.0 1.0 1.4 Dishwasher 1.4 — 1.4 Full-bath group with bathtub (with/without shower head) or 1.5 2.7 3.6 shower stall Half-bath group (water closet and lavatory) 0.5 2.5 2.6 a Hose bibb (sillcock) — 2.5 2.5 Kitchen group (dishwasher and sink with/without garbage 1.9 1.0 2.5 grinder) Kitchen sink 1.0 1.0 1.4 Laundry group (clothes washer standpipe and laundry tub) 1.8 1.8 2.5 Laundry tub 1.0 1.0 1.4 Lavatory 0.5 0.5 0.7 Shower stall 1.0 1.0 1.4 Water closet (tank type) — 2.2 2.2 For SI: 1 gallon per minute = 3.785 L/m. a. The fixture unit value 2.5 assumes a flow demand of 2.5 gpm, such as for an individual lawn sprinkler device. If a hose bibb/sill cock will be required to furnish a greater flow, the equivalent fixture-unit value may be obtained from this table or Table P2903.6(1). 24 Section 3 Water and Wastewater Criteria Manual Table 3.6.1-3 SAMPLE W.S.F.U. TABULATION Load Values, in Total Total Fixture Quantity Fixture Water Supply Fixture Units Units (Each) 9 Water Closet (Public; Flush Valve) 10.0 90 3 Water Closet (Public; Flush Tank) 5.0 15 5 Urinal (Public; 3/4-inch Flush Valve) 5.0 25 10 Lavatory (Public) 2.0 20 2 Kitchen Sink (Hotel, Restaurant) 4.0 8 1 Service Sink 3.0 3 1 Shower Head (Private) 1.4 1.4 Total 162.4 Table 3.6.1-4 EXHIBIT F LAND USE AND SERVICE UNIT/SFE EQUIVALENCIES WATER AND WASTEWATER FACILITIES From Section 26-218 of City of Denton Code of Ordinances Meter Type Meter Size Typical Land Use Single Family Equivalents (SFEs) Residential - Single Family (Building less than 1,300 sq. ft./ Positive Displacement 5/8" X 3/4" lot size less than 6,000 sq. ft.) 0.5 Positive Displacement 5/8" X 3/4" Residential - Single Family 1.0 Positive Displacement 3/4" X 3/4" Residential / Commercial 1.5 Positive Displacement 1" Residential / Commercial 2.5 Positive Displacement 1-1/2" Commercial 5.0 Positive Displacement 2" Commercial 8.0 3" Metron Spectrum Single Jet 175 Commercial / Industrial 17.5 Compound 3" Commercial / Industrial 22.5 3" or 4" Metron Spectrum Single Jet 500D Commercial / Industrial 35.0 Compound 4" Commercial / Industrial 50.0 Source: City of Denton Approved Meter Manufacturer's Specifications NOTE:The total service units for multi-family apartment projects with eight or more units shall be determined by multiplying the total number of bedrooms in the multi-family apartment project by 0.26 Single Family Equivalents (SFEs). 25 Section 3 Water and Wastewater Criteria Manual 3.6.2 Location Water meters and meter cans and vaults shall be placed within a City Right-of-Way, Public Utility Easement or Public Water Easement. Placement shall also satisfy the following requirements: A. Located as close as possible to the public water main. B. Easily accessible to City of Denton employees. C. Located in an unpaved area that does not conflict with vehicular or pedestrian traffic. 3.6.3 Furnishing and Installing All meters 2” and smaller shall be furnished and installed by City Water Utilities for fees per current Fee Schedule. All meter assemblies 3” and larger and their associated vaults shall be furnished and installed by Contractor at their expense and inspected by Public Works Inspection or City water Utilities. 3.6.4 Details Details of the meter can assemblies for meter sizes 2” and smaller are shown in Drawings W501A, W501B, W501C, and W502 on Sheet 2 of the City Standard Details. Details of the meter vault assemblies for meter sizes 3” and larger are shown in Drawings W100, W101, W102, and W103 on Sheet 1 of the City Standard Details. 3.7 Water Main Horizontal and Vertical Alignment The following guidelines should be followed by the design engineer in placement of water lines: A. In existing streets, water lines shall be placed in the pavement 2 feet inside of the curb and gutter line intersection. For new residential development, water lines shall be placed on the north and east sides of the streets, where possible, 2 feet inside of the curb and gutter line intersection. See Drawing U101 on Sheet 7 of the City Standard Details. For commercial and industrial development, water mains shall be placed outside of pavement areas. B. All water lines shall be laid as straight as possible. Avoid excessive number of high points and low points between cross street connections, as they trap air pockets. See Section 3.15.2 for placement of air release valves. C. Minimum radius of curve and maximum deflection angle of pipe joints will be restricted to 80% of manufacturer’s recommendation, after which the use of horizontal or vertical bends will be required. D. Vertical bends shall be no greater than 45 degrees. E. Except for pipe crossings, no other utility shall be installed over, under or within 5 ft. horizontally of a water line. 26 Section 3 Water and Wastewater Criteria Manual F. Provide at least 2 feet of vertical separation between a water line and any utility or stormdrain crossing it. 3.8 Highway Crossings The design engineer shall, prior to the design of any highway crossing, contact the appropriate regulatory agency and determine if there are any special requirements. In the event City of Denton Design Criteria are more stringent that those of any applicable agency, the City’s standards shall apply. 3.8.1State Highway Alignment Criteria Refer to Section 4.12.1. 3.9 Railroad Crossings The design engineer shall, prior to the design of any railroad crossing, contact the appropriate railroad company and regulatory agency and determine if there are any special requirements. In the event City of Denton Design Criteria are more stringent than those of the Railroad Company or regulatory agency, the City’s standards shall apply. See Section 6.4.A for processing of railroad permits. 3.10 Creek Crossings Where water mains are laid under any flowing stream or semi-permanent body of water, such as a marsh or pond, the water main shall be installed in a separate watertight encasement pipe, with valves on each side of the crossing to allow the isolation and testing of that portion of the water main to determine if there are any leaks and to facilitate future repairs. A primary consideration in the design of creek crossings is the prevention of soil erosion in the areas of trench backfill. The design engineer shall determine the need and limits of any special embedment and determine and specify the limits for specialized backfills. 3.11 Tunneling, Boring and Jacking Tunneling, boring, and jacking are methods used for water line placement under restrictive conditions when open-cut construction is not allowed. Only straight pipe alignments for both horizontal and vertical alignment are allowed. Design engineers should consider the location, size and depth of boring and receiving pits when choosing the beginning and ending stations for boring. A typical bore pit is over 20 ft. in length to accommodate one joint of pipe. Width of the bore pit can vary depending on the depth and size of pipe, with the narrowest width being approximately 5 ft. The preferred location for the bore pit is the lower elevation end of the bore; allowing any groundwater and/or boring slurry to drain from the tunnel into the bore pit. The water can then be removed by pumping. 27 Section 3 Water and Wastewater Criteria Manual The steel casing pipe inside diameter shall be large enough to accommodate a carrier pipe of at least two (2) to three (3) standard sizes above the pipe being installed. The casing pipe wall thickness design shall be based on the requirements of the agency whose facility is being crossed, with the following minimum criteria: Table 3.11-1 Casing Pipe Wall Casing Pipe Diameter Thickness (min.) 3/8 in. 16 in. 1/2 in. 16 in. Carrier pipes may be PVC with external harness restrained joints (requires larger casing than for pipe alone) or ductile iron with restrained joints. All carrier pipes shall be installed in accordance with the pipe manufacturer’s recommendations, properly restrained and supported with approved spacers and casing end seals. Use of Fast Grip Gaskets is not allowed for pipe joint restraint. Pipe joint restraint shall be achieved using approved pipe manufacturer restrained joint systems or approved external harnesses. 3.12 Elevated Crossings Two acceptable methods of elevated crossings for consideration by the design engineer are 1) hanging the water main on a roadway bridge or 2) designing a specific utility bridge for the support of the water main crossing. The following basic criteria must be addressed by the design engineer for all elevated crossings: A. Provisions for thrust restraints at the points of transition from a buried conduit to an elevated conduit and for all elevated changes of alignments and fittings. B. Increased loading effects on the bridge created by a full main and its supports. C. Access to main for maintenance purposes. D. Coatings or methods of corrosion control for elevated pipe sections and pipe supports. E. PVC pipe is not to be used for any exposed sections of elevated crossing, due to deterioration caused by the ultraviolet rays present in direct sunlight. F. Evaluate and address the freeze potential of small diameter or low flow mains. G. Each joint of pipe is to have two support straps, to ensure positive restraint in all directions. Spacing of pipe supports is to be in accordance with the length of pipe joints specified; one of the supports should be placed near the bell end of the pipe. H. Air relief provisions are required where high points are created in the main. See Section 3.15.2. 28 Section 3 Water and Wastewater Criteria Manual I. A minimum of one expansion joint fitting is recommended for a water main crossing on a roadway bridge. Expansion joint locations should coincide with the expansion joints of the road way bridge. J. Valves should be placed on each side of the crossing to facilitate pressure testing of the crossing and future repairs. 3.12.1 Specific Utility Bridge In addition to the guidelines for all elevated crossings, the following criteria must be addressed for the designs of specific utility bridges for elevated crossings: A. Height required for specific crossing types (Example: 2 ft. above 100 year flood elevation for creeks). B. Required length of spans and spacing of bridge piers to clear desired physical crossing. C. Soil conditions affecting design of the piers. D. Lateral loadings created by winds or flowing water. E. Potential hazards of facility to the general public, both pedestrian and vehicular. 3.13 Existing Water Main Replacement To replace an existing main, the new main should be designed parallel to and two (2) to three (3) ft. away from the main being replaced and at least five (5) ft. away from existing curbing to avoid damaging the curbing during installation of the proposed main, where appropriate and feasible. The design engineer shall perform field investigations to determine pavement condition over the existing main. The pavement may have been patched due to breaks in the existing main over the years. Based on field investigations, the design engineer shall include additional quantities for pavement replacement, if necessary. 3.14 Methods of Connection 3.14.1 Pressure Zones The City of Denton’s Water Distribution System is divided into several water pressure zones to ensure even water pressure gradients. Prior to the design of connection points between a proposed main and any existing main, the design engineer shall investigate and determine if the proposed water main crosses the boundary between different pressure zones. Even though physical connections of water pipes exist between pressure zones, they are designed with valves which are closed at the boundary points so that each pressure zone is isolated. Proposed mains that approach pressure zone boundaries should be designed to loop within their designated pressure zones and with no or minimum lengths of dead-end mains. Connections between pressure zones may require pressure reducing valve stations. The design engineer can determine the pressure zone boundaries by consulting the record drawing water maps which show the designated closed valves between pressure zones and by contacting the Capital Projects Engineering Division. See Figure 3.14.1-1 for a Pressure Zone Map. 29 Section 3 Water and Wastewater Criteria Manual 30 Section 3 Water and Wastewater Criteria Manual 3.14.2 Tapping Sleeve and Valve Tapping sleeves with tapping valves should be used whenever possible for connections to existing mains in order to avoid interruption of water services. See Figure 3.1 in Drawing PIAZ13 on Sheet 2 of the City Standard Details. A. Size on size taps are allowed up to 12.” (Example: 12” X 12”) B. Taps on 16” and larger pipes must be at least one standard pipe size smaller than the pipe being tapped. See Figure 3.2 in Drawing PIAZ13 on Sheet 2 of the City Standard Details. (Example: 16” X 12”, 16” X 8” and 16” X 6” taps are allowed). 3.14.3 Type “D” Connection When two mains 12” and larger are designed such that they cross each other, they should be connected by means of a Type “D” connection, instead of the installation of a cross. See Figure 3.3 in Drawing PIAZ13 on Sheet 2 of the City Standard Details. 3.14.4 Cut-In Connection On occasions when connecting to an existing main, it may be desirable to have an additional valve on the existing main. In this situation, the design engineer should consider using a cut-in connection with a tee and valve being cut into the existing main. See Figure 3.4 in Drawing PIAZ14 on Sheet 2 of the City Standard Details. 3.14.5 Main Extensions It is recommended and good practice, though not required, that a new valve be installed at the point of connection for water main extensions. This will facilitate the testing and chlorination of the new main prior to its placement into service. See Figure 3.5 in Drawing PIAZ14 on Sheet 2 of the City Standard Details. 3.15 Valves 3.15.1 Isolation Valves 3.15.1.1 Location Isolation valves shall be provided to allow for the proper operation and maintenance of the water distribution system, and ensure water quality can be maintained to each individual water customer connected to the system. The location of valves needs to properly address the ability of the Water Utilities Department to remove a water line from service to perform necessary repairs, while minimizing the interruption of service to the least number of customers and to fire protection. Isolation of any given section of water line should generally be able to be accomplished by closure of the least number of valves, as would generally be expected under good engineering design practices and utility engineering standards. The Water Utilities Department reserves the right to require changes to proposed designs to satisfy these objectives. The design engineer shall place valves on proposed water mains so they may be easily located in the future by operations and maintenance crews. 31 Section 3 Water and Wastewater Criteria Manual The following guidelines should be used by the design engineer in placement of isolation valves on proposed water mains: A. Valves are to be located at street intersections at the projection of property lines, except when the main connection is by the tapping sleeve and valve method. This specific type of construction requires the placement of the valve at the point of connection. See Figure 3.6 in Drawing PIAZ15 on Sheet 2 of the City Standard Details. B. Valves for line sizes 12” in diameter or less should not be spaced any farther apart than 1,000 feet. For city blocks that are longer than 1,000 feet between street intersections, placement of a valve will be required between street intersections. C. Valves should be generally located so that no more than four (4) valves are required to isolate a section of main. See Figure 3.7 in Drawing PIAZ15 on Sheet 2 of the City Standard Details. For mains larger than 12” in diameter, valve spacing and placement shall be subject to alternate criteria approved by the Director of Water Utilities. D. All fire hydrant leads are to be designed with a valve that is positively anchored to the main line. 3.15.1.2 Specifications Refer to Table 3.15.1.2-1. Table 3.15.1.2-1 Isolation Valve Requirements Size 4 in. - 12 in. 16 in. - 20 in. 24 in. 30 in. 36 in. or larger Gate Valve (AWWA Gate ValveGate ValveGate ValveGate Valve C515 resilient-seat) or Type (AWWA C509 (AWWA C515 (AWWA C515 (AWWA C515 butterfly, to be resilient-seat)resilient-seat)resilient-seat)resilient seat) determined by City on a case-by-case basis Vertical or horizontal; to be Vertical or horizontal; to Orientation Vertical Vertical Vertical determined by City be determined by City on on a case-by-case a case-by-case basis basis Gear Operator No No Yes Yes Yes Required Vault No No Yes Yes Yes Required Bypass No No No Yes Yes Required 32 Section 3 Water and Wastewater Criteria Manual 3.15.1.3 Details Refer to Drawings W104, W105, W106A, W106B, and W601 on Sheets 1 and 2 of the City Standard Details. 3.15.2 Air Release Valves and Air / Vacuum-Air Release Valves For 12” mains, City may require air release valves at local high points to facilitate automatic release of accumulated air. For 16” and larger mains, City requires air / vacuum air release valves at local high points to facilitate automatic release of accumulated air and to facilitate automatic prevention of vacuum conditions within the line. See Drawings W801 and W802 on Sheet 3 of the City Standard Details. 3.16 Dead-end Mains Dead-end main situations should be avoided whenever possible. These situations create a stagnant water condition that can cause taste and odor problems as well as low chlorine residuals. These mains create maintenance problems, because they must be routinely flushed. In addition, dead end mains result in a waste of water resources due to required flushing to ensure water quality. In lieu of dead-end mains, the design should loop, within a Home Owners Association (HOA) pedestrian easement or common area (with adequate assurance of access and fencing prohibited), or a dedicated public utility easement (with adequate assurance of access and fencing prohibited) to another nearby water main using the same size pipe as an alternate size, on a case-by-case basis. The “loop main” shall be constructed with pipe of at least one standard pressure class higher than normally required, e.g., Class 200 in lieu of Class 150. If a dead-end main situation is unavoidable, it should be designed so that it may be periodically flushed of stagnant water by locating a fire hydrant near the main’s end. It is recommended that a dead-end main should have no more than one blow-off fire hydrant connected to it. If the length of the dead-end main is such that a fire hydrant is required along it, then the design engineer should consider if any additional fire hydrants need to be placed on the cross feed mains. See Figure 3.8 in Drawing PIA Z16 on Sheet 2 of the City Standard Details. 3.17 Fire Hydrant Locations and Coverage The design engineer should locate fire hydrants as close as possible to street intersections, but outside of the curb radius. This positioning of fire hydrants provides coverage along several streets. When spacing requirements necessitate the installation of fire hydrants between street intersections, they should be placed at the projection of lot lines between property owners. For main replacement projects in established neighborhoods, fire hydrants should be designed as close as possible to the old fire hydrant location, provided coverage is adequate. Neighborhood residents are familiar with the fire hydrant being at that location and normally expect a replacement fire 33 Section 3 Water and Wastewater Criteria Manual hydrant to be placed at the same location. Fire hydrants are not to be installed closer than nine (9) feet to any wastewater main or any wastewater appurtenance. As a general guideline, fire hydrants shall be placed at a maximum of 600 feet apart in residential areas and a maximum of 300 feet apart in commercial (including apartments) and industrial areas. 3.18 Requirements for Abandoning Water Mains The design engineer should note the limits and appropriate conditions for the abandoning of existing water mains which are to be replaced by the construction of any proposed water mains. The design engineer should also make allowances in the design to provide for the existing and proposed mains to be in service simultaneously until all customer services are transferred from the old main to the new main with minimum interruption of service. If the construction of a proposed main necessitates the abandoning of the existing main prior to the new main’s placement into service, then provisions for a temporary water main with services must be addressed by the design. The City may require special abandonment actions including, but not limited to, filling the abandoned water main with grout, removal and proper disposal of all above ground appurtenances, and removal and proper disposal of the abandoned pipe. 3.18.1 Replacement Mains On mains being abandoned, the design engineer should note and locate points of cut and plug as close as possible to the main that remains in service. (See Figure 3.9 in Drawing PIAZ16 on Sheet 2 of the City Standard Details). 3.18.2 Extension Mains If a design requires an existing main to be cut by a connection with a proposed main, then no cut and plug is to be specified. (See Figure 3.10 in Drawing PIAZ16 on Sheet 2 of the City Standard Details). 3.18.3 Fire Hydrants Fire hydrants, located on mains being abandoned, shall be removed and delivered to the City of Denton Water Utilities Department. 3.18.4 Valves Sixteen (16) in. and larger valves located on mains being abandoned shall be removed and delivered to the City of Denton Water Utilities Department. NOTE:Water Drawings have been removed from this update, because they are contained in the City Standard Details. This Manual now references the applicable Standard Detail Sheets for those Drawings. 34 Section 4 Water and Wastewater Criteria Manual Section 4 – Wastewater Design Guidelines 4.1 General It is the responsibility of the design engineer to ensure the final design of a sewer main is in conformance with the following: A. Texas Administrative Code (TAC) Title 30, Part 1, Texas Commission on Environmental Quality (TCEQ) – Rules, Ch. 217, “Design Criteria for Domestic Wastewater Systems” B. Denton Development Code (DDC) C. This Manual and the City’s Standard Detail Drawings D. North Central Texas Council of Governments (NCTCOG) Standard Specifications for Public Works Construction (“COG Specs.”), as amended by the City of Denton E. City of Denton Wastewater Master Plan 4.2 Estimated Wastewater Flows A. For sewers in new developments, sewer lines and lift stations shall be designed for the estimated future population to be served, plus adequate allowance for institutional and commercial flows. Figure: 30 TAC §217.32(a)(3) Table B.1. - Design Organic Loadings and Flows for a New Wastewater Treatment Facility (see excerpted information in Table 4.2-1) shall be used as a guide to generate wastewater flows. However, minimum flow capacity for sizing of sewers for peak flow condition shall not be less than the results of the following calculations: 1. Delineate the proposed development that will drain into the sewer main and lift station. Add drainage areas from up-stream sub-basins. 2. To calculate sewer flows, use the following design parameters: a. Use 4 houses per acre for off-site area and add the number of proposed lots for the development to establish total number of lots. b. Use 3.2 capita per lot. c. Use average daily flow of 100 gal/capita/day. d. Apply a 4.0 multiplier to the average daily flow to determine the peak flow. For replacement of existing sewers and construction of parallel sewers for additional capacity, wastewater flow data will be provided by the City from data generated by City sewer shed computer models. 35 Section 4 Water and Wastewater Criteria Manual TABLE 4.2-1 Excerpt of Table B.1 - Design Flows for a New Wastewater Treatment Facility (reproduced from TCEQ Rules - 30 TAC §217.32(a)(3), Table B.1) Daily Wastewater Flow Source Remarks (Gal. Per Person)* Municipality Residential 75-100 Subdivision Residential 75-100 Trailer Park 2½ Persons 50-60 (Transient) per Trailer Mobile Home Park 3 Persons per Trailer 50-75 Cafeteria & Showers 20 School Cafeteria/ No Showers 15 Overnight User 30 Recreational Parks Day User 5 A facility must be Office Building or designed for the 20 Factory largest shift Hotel/Motel Per Bed 50-75 Restaurant Per Meal 7-10 Restaurant with bar Per Meal 9-12 or cocktail lounge Hospital Per Bed 200 Nursing Home Per Bed 75-100 Alternative Collection Systems Per Capita 75 e.g., septic tanks * City of Denton requires usage of the highest number of the TECQ ranges. 4.3 Separation Distances between Wastewater Collection System Pipes and Manholes and Public Water Supply Pipes (excerpted from TCEQ Rules - 30 TAC §217.53.d and amended for City of Denton Standards) NOTE: The City of Denton does not allow the use of cast iron for water or wastewater piping. A. Wastewater collection system pipes must be installed in trenches separate from water supply pipe trenches. B. Wherever possible, a wastewater collection system pipe must be located below a water supply pipe. If a collection system pipe cannot be located below a water supply pipe, the design engineer must justify in the engineering report why it is not possible to locate the collection system pipe below the public water supply pipe. C. Wherever possible, wastewater collection system pipes and manholes must be located at least nine (9) feet from all water supply pipes. If a collection system pipe or manhole cannot be located at least nine (9) feet away from a water supply pipe, the 36 Section 4 Water and Wastewater Criteria Manual design engineer must justify in the engineering report why it is not possible to provide at least nine (9) feet of separation. Table 4.3-1 (Table C.1. in Figure: 30 TAC §217.53(d)(3)) provides a reference to paragraphs in this subsection that apply if a collection system pipe or manhole cannot be located at least nine (9) feet away from a water supply pipe. D. If a wastewater collection system pipe is located above a water supply pipe and runs parallel to the water supply pipe, each portion of the collection system pipe within nine (9) feet of the water supply pipe must be encased. The casing pipe must be steel casing pipe, with minimum wall thickness as shown in Section 3.11, that: 1. Encases the entire length of wastewater collection system pipe that is within nine (9) feet of the water supply pipe; 2. Is sealed at both ends with cement grout or a manufactured seal; 3. Is at least two nominal sizes larger than the wastewater collection pipe; and 4. Is supported by spacers between the collection system pipe and the encasing pipe at a maximum of five-foot intervals. E. If a wastewater collection system pipe crosses above a water supply pipe, each portion of the collection system pipe within nine (9) feet of the water supply pipe must either be encased in a steel casing pipe according to subparagraph E.1 of this paragraph, or must be constructed using at least 150 psi pressure class pipe according to subparagraph E.2 of this paragraph. 1. A casing pipe for a wastewater collection system pipe that crosses above a water supply pipe must be constructed of steel pipe, with minimum wall thickness as shown in section 3.11, that: (a) Is sealed at both ends with cement grout or a manufactured seal; (b) Is at least two nominal sizes larger than the wastewater collection pipe; (c) Is supported by spacers between the collection system pipe and the encasing pipe at a maximum of five-foot intervals; and 2. A wastewater collection system pipe that crosses above a water supply pipe must be constructed of at least 150 psi pressure class, corrosion-resistant, non- brittle pipe and must use manufacturer-approved adapters. Gasketed joints, compression joints, and other non-bonded joints must be designed to seal at atmospheric pressure. F. If a wastewater collection system pipe is located below a water supply pipe and runs parallel to the water supply pipe, each portion of the collection system pipe within nine (9) feet of the water supply pipe must either be constructed using at least 150 psi pressure class pipe according to subparagraph F.1 of this paragraph, or must be encased in a steel casing pipe, with minimum wall thickness as shown in section 3.11, according to subparagraph F.2 of this paragraph. 37 Section 4 Water and Wastewater Criteria Manual 1. A wastewater collection system pipe that runs parallel to and below a water supply pipe must be constructed of at least 150 psi pressure class, corrosion- resistant, non-brittle pipe that: (a) Is located at least two (2) vertical feet below the water supply pipe; (b) Is located at least four (4) horizontal feet away from the water supply pipe; and (c) Includes joints that are designed to seal at atmospheric pressure. 2. A casing pipe for a wastewater collection system pipe that runs parallel to and below a water supply pipe must be constructed of steel pipe, with minimum wall thickness as shown in section 3.11, that: (a) Is sealed at both ends with cement grout or a manufactured seal; (b) Is at least two nominal sizes larger than the wastewater collection pipe; and (c) Is supported by spacers between the collection system pipe and the encasing pipe at a maximum of five-foot intervals. G. If a wastewater collection system pipe crosses below a water supply pipe, each portion of the collection system pipe within nine (9) feet of the water supply pipe must either be constructed using at least 150 psi pressure class pipe according to subparagraph G.1 of this paragraph, or must be encased in cement-stabilized sand according to subparagraph G.2 of this paragraph, or must be encased in a steel casing pipe according to subparagraph G.3 of this paragraph. 1. A wastewater collection system pipe that crosses below a water supply pipe and is constructed of at least 150 psi pressure class, corrosion-resistant, non-brittle pipe must: (a) Have at least six (6) inches of separation between the outsides of the pipes; (b) Be centered on the crossing; (c) Be at least 18 feet long; and (d) Terminate at joints that are designed to seal at atmospheric pressure. 2. A wastewater collection system pipe that crosses below a water supply pipe and is constructed of any material other than at least 150 psi pressure class, corrosion- resistant, non-brittle pipe must: (a) Have at least two feet of separation between the outsides of the pipes; and (b) Be encased in cement-stabilized sand backfill that meets the requirements of subparagraph G.4 of this paragraph. 3. A casing pipe for a wastewater collection system pipe that crosses below a water supply pipe must be constructed of steel pipe, with minimum wall thickness as shown in section 3.11, that is: (a) Sealed at both ends with cement grout or a manufactured seal; (b) At least two nominal sizes larger than the wastewater collection pipe; and (c) Supported by spacers between the collection system pipe and the encasing pipe at a maximum of five-foot intervals. 4. Cement-stabilized sand for encasing wastewater collection system pipes must: (a) Include at least 160 pounds of cement for every cubic yard of sand; (b) Be installed beginning one-quarter pipe diameter below the centerline of the collection system pipe; and 38 Section 4 Water and Wastewater Criteria Manual (c) Be installed ending one full pipe diameter above the top of the collection system pipe, or 12 inches above the top of the collection system pipe, whichever is greater. H. If a nine-foot separation distance between a manhole and a water supply pipe cannot be achieved, the manhole must either: 1. Have no measurable leakage during a leakage test conducted according to the requirements in 30 TAC §217.58 of the TECQ Rules (relating to Testing Requirements for Manholes); or 2. Have all portions of the manhole within nine (9) feet of a water supply pipe encased in at least one foot of cement stabilized sand that meets the requirements of paragraph G.4.(a) and (b) of this subsection. Table 4.3 Separation Distance between Wastewater Pipes and Water Supply Pipes Table C.1. Figure: 30 TAC §217.53(d)(3) CaseProtection Requirement Parallel pipes within nine feet, where the collection Encased in a casing pipe according to Section 4.3.D system pipe is above the water supply pipe Encased in a casing pipe according to Section 4.3.E.1 Crossing pipes within nine feet, where the collection -or- system pipe is above the water supply pipe Constructed using 150 per square inch (psi) pressure class pipe according to Section 4.3.E.2 Constructed using 150 psi pressure class pipe according to Section 4.3.F.1 Parallel pipes within nine feet, where the collection -or- system pipe is below the water supply pipe Encased in a casing pipe according to Section 4.3.F.2 Constructed using 150 psi pressure class pipe according to Section 4.3.G.1 -or- Crossing pipes within nine feet, where the collection Encased in cement-stabilized sand according to system pipe is below the water supply pipe Section 4.3.G.2 -or- Encased in a casing pipe according to Section 4.3.G.3 No measurable leakage according to Section 4.3.H.1 -or- Manhole within nine feet of a water supply pipe Encased in cement-stabilized sand according to Section 4.3.H.2 39 Section 4 Water and Wastewater Criteria Manual 4.4 Size and Slope of Sewers After the design engineer has determined the wastewater flows per Section 4.2, the sewer size can be determined using the following criteria. However, no sewer, other than service laterals and force mains, shall be less than 8 inches in diameter. The size and grade of the proposed sewer shall be evaluated by Manning’s Equation. 0.670.50 V= 1.49 (R) (S) n Where: V = velocity (feet per second) n = Manning’s coefficient of roughness; minimum 0.013 R = hydraulic radius (feet) S = slope of energy grade line (feet per foot) Proposed sewers shall be designed with slopes sufficient to provide a minimum velocity of 2.0 feet per second (fps). It is desirable to design for 3.0 fps velocity in the sewer. The minimum acceptable Manning’s “n” factor for design shall be 0.013. This “n” value takes into consideration the slime, grit and grease layers that will affect hydraulics or hinder flow as the pipe matures. The sewer pipe grades shown in Table 4.4-1 are based on an “n” value of 0.013 and are the minimum acceptable slope for sewer lines. Table 4.4-1 Minimum and Maximum Pipe Slopes Capacity Flowing Size of Pipe in Minimum Slope Maximum Slope in Full at Min. Slope Inches I.D. In Percent Percent (MGD) 8 0.335 8.40 0.45 10 0.25 6.23 0.71 12 0.20 4.88 1.03 15 0.15 3.62 1.62 18 0.115 2.83 2.25 21 0.095 2.30 3.07 24 0.08 1.93 4.14 27 0.07 1.65 4.91 30 0.06 1.43 6.23 33 0.055 1.26 7.66 36 0.045 1.12 9.17 40 Section 4 Water and Wastewater Criteria Manual The capacity of the sewer pipe flowing full shall be computed by the following equation: 2.670.50 C = 0.299 (D) (S) n Where C = capacity (million gallons per day) n = Manning’s coefficient of roughness; minimum 0.013 D = inside diameter (feet) S = slope of the energy grade line (feet per foot) 4.4.1 High Velocity Protection Where velocities greater than 10 fps will occur when a pipe flows full, based on Manning’s Equation and an “n” value of 0.013, special provisions must be made to protect the pipe against pipe and bedding displacement. 4.5 Sewer Main Depth Minimum depth for the design of sewer mains shall be determined by providing a two percent grade for the lateral from the center of the house or building to the center of the proposed main and including an additional two foot drop. Therefore, for a house 100 feet from the proposed sewer main, the designed depth of the main shall be at least 4.0 feet below the finished floor elevation of the house since: 2 feet + (2% of 100 feet) = 4.0 feet The lateral also must have at least two (2) feet of cover at its shallowest point. The design engineer is responsible for ensuring sufficient depth and grade is maintained to serve all building sites in the sewer shed. 4.6 Recommended Cover Recommended cover for all sewer mains is four (4) feet to six (6) feet. Minimum cover shall be 3.5 feet. Any main with less than minimum cover shall be encased in Class “G” embedment. See Drawing U204 on Sheet 7 of the City Standard Details. When establishing depth for proposed wastewater mains, design engineers should be aware of proposed street grades in unimproved areas. This information can be obtained from the Capital Projects Engineering Division. Design engineers should also anticipate the size of proposed storm sewers that will be installed in unimproved streets. To do this, calculate the cross-sectional area of both drainage ditches and convert that area into a circular area of equivalent storm sewer pipe, thus determining the anticipated size of the future storm sewer. Future storm sewers should be at least 2.5 feet below the top of the curb. The top of the proposed sewer main should be at least two (2) feet below the bottom of the future storm sewer. 4.7 Sewer Alignment Design engineers should be guided by the following in the alignment of wastewater lines: A. For new construction in areas not served, sewer mains shall be laid straight between manholes at the center of the pavement. No horizontal or vertical bends are allowed between manholes. 41 Section 4 Water and Wastewater Criteria Manual B. Avoid shifting mains from one side of the ROW to the other side of the ROW between street intersections. C. When existing flow permits, it is recommended that 8 in. and 10 in. replacement mains be constructed horizontally in the same trench. 4.8 Sewer Laterals Minimum lateral sizes from the sewer main to the public cleanout are: A. 4” minimum for single family B. 4" minimum for residential duplex and triplex C. 6” minimum for local retail, light commercial, apartment, manufacturing and industrial Clean-outs shall be provided on laterals at the public easement or Right-of-Way line. See Drawings S403 and S404 of Sheet 5 of the City Standard Details. Manholes shall be provided for lateral connections when the lateral pipe diameter is equal to the main sewer pipe diameter or the lateral is 8-inch diameter or larger. Laterals shall be constructed to the property line and shall be located at a point five (5) feet downstream from the center of the lot on unimproved property. For improved property, design engineers should use technical judgement in lateral placement. Preferred grade for lateral construction is 2%. It is recommended that laterals not be designed with less than 1% grade. 4.9 Gravity and Force Main Sewer Pipe Material Gravity sewer pipe shall meet the following criteria, unless special circumstances require an alternative and the alternative is approved by the Director of Wastewater Utilities. Table 4.9-1 SizePipe Material PVC – ASTM D3034, SDR 35 6 in. through 15 in. (for pipe depths 15 ft. or greater, use SDR-26 pipe) PVC – ASTM F 679, PS46 or PS115 18 in. through 24 in. Fiberglass Reinforced Plastic – ASTM D3262 For gravity sewer pipe sizes over 24” in diameter, design calculations and pipe selection shall be submitted by the development design engineer to Engineering Development Review for review; approvals will be provided on a project specific basis. Force main sewer pipe shall be designed to meet the working and surge pressure requirements of the particular application. Design calculations and pipe selection shall be submitted by the development design engineer to Engineering Development Review. 42 Section 4 Water and Wastewater Criteria Manual Different pipe materials shall not be mixed between manholes. If it is anticipated that a mixing of materials will occur, the design engineer shall design a manhole at the point of transition of pipe materials. For previously placed stub-out of a material other than PVC pipe, design engineer shall add a note to the plans calling for removal of the stub out or change the material of the proposed pipe for that section of pipe between manholes. 4.10 Sewer Pipe Embedment The types of embedment and backfill for sewer mains are shown in Drawings U201, U202, U203A and U203C of Sheet 7 of the City Standard Details. Embedment requirements shall be based on sewer mains under proposed pavement, unpaved areas and existing pavement. Embedment and backfill up to six (6) in. above the top of the pipe will be based on materials as specified by North Central Texas Council of Governments (NCTCOG) Standard 504.2.2.1(a). Crushed stone embedment – Aggregate Grade 4. Table 4.10-1 Standard Crushed Rock Percent Aggregate Grade 4 Retained on 1 - ½ inch sieve 0 % Retained on 1 inch sieve 0 – 5 % Retained on ½ inch sieve 40 – 75 % Retained on No. 4 sieve 90 – 100 % Retained on No. 8 sieve 95 – 100 % 4.11 Manholes Manholes constructed on existing or proposed sewer lines shall be sized as follows: Table 4.11-1 Pipe Diameter Manhole Diameter 4.0 ft. 8” through 12” (For depths greater than 12 ft., use 5.0 ft.) 15” through 27” 5.0 ft. 30” through 36” 6.0 ft. Special manholes shall be designed for mains larger than 36” diameter pipe. 43 Section 4 Water and Wastewater Criteria Manual The types of manholes allowed by the City are shown in Drawings S101, S102, S103 and S107B of Sheet 4 of the City Standard Details and are listed below: A. Cast-in-place B. Pre-cast with pre-cast base with lining as noted in Drawing S101 on Sheet 4 of the City Wastewater Standard Details C. Fiberglass D. Drop connection Generally, manholes shall be stationed on the main run, and where known, the stations of the side mains should also be indicated. When connecting a proposed main to an existing main at a manhole, the preferred connection should have the top inside elevation of the outfall main level with the top inside elevation of the proposed main. 4.11.1 Manhole Locations Manholes shall be provided at the following locations to facilitate maintenance, cleaning, and inspection: A. At the location of lateral connections that are 8” in diameter or larger. B. At 500 feet intervals on sewer mains 15” diameter or smaller; at 800 feet internals on mains 18” diameter through 30” diameter; at 1,000 feet intervals on mains 36” diameter through 48” diameter; and at 2,000 feet for 54” diameter and larger. C. At all locations where pipe diameter or pipe material changes. D. At all locations where the horizontal or vertical alignment of the sewer main changes. E. At the ends of all mains. If the main line is less than 150 ft. long, then a Sanitary Sewer Mainline Cleanout may be used. See Drawing S402 on Sheet 5 of the City Standard Details. F. At the end of a sewer line planned for extension in the near future, where a manhole and stub-out shall be provided. 4.12 Highway Crossings The design engineer shall, prior to the design of any highway crossing, contact the appropriate regulatory agency and determine if there are any special requirements. 4.12.1 State Highway Alignment Criteria Some of the design parameters that affect water and sewer line construction and that have been established by TxDOT are listed below. Design engineers are directed to TxDOT’s “Use of Right of Way by Others Manual” for additional information and references (http://onlinemanuals.txdot.gov/txdotmanuals/use/use.pdf ). A.Utility Accommodation Zone On most state highways the Utility Accommodation Zone is within 10 feet of the ROW line, with the outside 3 feet being reserved for overhead utilities. TxDOT does not permit its pavement to be cut. The City of Denton requires that all of its water and sewer lines be constructed in an easement outside of the TxDOT ROW, unless specifically approved by the Director of Water or Director of Wastewater Utilities (as applicable), there is adequate space within the TxDOT highway utility 44 Section 4 Water and Wastewater Criteria Manual accommodation zone, and authorization is provided by TxDOT to accommodate the water or sewer line within its accommodation zone. B.Accommodation of Utilities on Controlled Access Highways On all interstate highways there are control of access lines along the outer ROW limits. Accommodation of utility facilities longitudinally inside control of access lines is normally not permitted. Variances to this prohibition can sometimes be granted. However, a variance usually entails approval from the TxDOT Dallas District office, the TxDOT State Office, and FHWA. A variance would require the four tests below be met. 1. The accommodation will not adversely affect the safety, design, construction, operation, maintenance or stability of the freeway 2. The accommodation will not be constructed and/or serviced by direct access from through traffic roadways or connecting ramps 3. The accommodation will not interfere with or impair the present use or future expansion of the freeway 4. Any alternative location would be contrary to the public interest. This determination would include an evaluation of direct and indirect environmental and economic effects that would result from the disapproval of the use of such right-of-way for the accommodation of such utility. 4.13 Railroad Crossings The design engineer shall, prior to the design of any railroad crossing, contact the appropriate railroad company and regulatory agency and determine if there are any special requirements. In the event City of Denton Design Criteria are more stringent than those of the Railroad Company or regulatory agency, the City’s standards shall apply. See Section 6.4.A for processing of railroad permits. 4.14 Tunneling, Boring, and Jacking Tunneling, boring, and jacking are methods used for sewer line placement under restrictive conditions when open cut construction is not allowed. Only straight pipe alignments for both horizontal and vertical alignments are allowed. Design engineers should consider the location, size and depth of boring and receiving pits when choosing the beginning and ending stations for boring. A typical bore pit is over 20 ft. in length to accommodate one joint of pipe. Width of the bore pit can vary depending on the depth and size of pipe, with the narrowest width being approximately 5 ft. The preferred location for the bore pit is the lower elevation end of the bore; allowing any groundwater and/or boring slurry to drain from the tunnel into the bore pit. The water can then be removed by pumping. The steel casing pipe inside diameter shall be large enough to accommodate a carrier pipe of at least two (2) to three (3) standard sizes above the pipe being installed. The 45 Section 4 Water and Wastewater Criteria Manual casing pipe wall thickness design shall be based on the requirements of the agency whose facility is being crossed, with the following minimum criteria: Table 4.14-1 Casing Pipe Wall Carrier Pipe Diameter Thickness (min.) 3/8 in. 16 in. 1/2 in. 16 in. All encased carrier pipe shall be PVC or HDPE fusion bonded. Minimum depth of bore shall be 42”. 4.15 Storm Drain Crossings When a sewer main crosses beneath a 24 in. or larger diameter storm drain, the sewer main shall be encased within a 10 ft. long casing centered on the centerline of the storm drain, to allow future removal and replacement of the sewer main without removal or shoring of the storm drain. 4.16 Creek Crossings When a sewer main crosses a creek or channel, the design engineer must evaluate the condition of the creek bed and ensure erosion control is provided. Backfill material and minimum construction criteria are shown in Low Water Channel Crossing Drawings S701 and S702 on Sheet 6 of the City Standard Details. These criteria include creek bed soil and condition, as well as presence of exposed rock. 4.17 Siphons For creek or channel crossings and under special design conditions, design of inverted siphons should be undertaken only as a last resort, when all other alternatives have been evaluated and rejected. Inverted siphons shall not have less than two (2) barrels, with a minimum pipe size of eight (8) in., and shall be provided with necessary appurtenances for convenient flushing and maintenance. Manholes are required at each end of the siphon with adequate clearance for rodding. 4.18 Abandonment of Sewer Mains When an existing sewer line is replaced with a new sewer line, often it is necessary to abandon the old line, especially if the replacement is not in the same ditch. The design engineer shall ensure the laterals tying into the existing sewer line are transferred to the new main, so that a live sewer main is not abandoned. If a manhole on the sewer main being abandoned is to remain in service because other sewer mains are entering this manhole, the sewer main to be abandoned shall be plugged inside the manhole. A note is required on the plans, showing which sewer main is to be plugged inside the manhole. “Cut and plug” method resulting in excavation outside the manhole and a cut in the main with attendant excessive costs shall be avoided. 46 Section 4 Water and Wastewater Criteria Manual 4.19 Abandonment of Manholes If a manhole as well as the sewer main is to be abandoned, the method described is Section 4.18 above, along with the minimum guidelines shown in Drawing S105 on Sheet 4 of the City Standard Details, shall be used. 4.20 Lift Stations The need to construct a lift station should be determined only after a thorough analysis of the physical and economic factors involved. A Preliminary Engineering Report is required, which lists all factors and adheres to current state regulations. The City reserves the right to review each proposal and determine whether there is enough merit to justify a lift station. 4.20.1 Preliminary Design Submittal A preliminary design submittal will be required for each lift station proposed. The submittal shall include a written report and a map prepared by a Professional Engineer licensed by the State of Texas. A. The plans submitted shall contain the following information, as a minimum: 1. Be to scale, with the scale indicated. 2. A north arrow. 3. A location map. 4. Delineation of the boundary of the proposed development. 5. Delineation of the boundary of the sewer shed in which the development lies. 6. The area in acres of the development. 7. The area in acres of the sewer shed contributing to the Lift Station. 8. The proposed land use or uses for the development. 9. The proposed land use or uses for the sewer basin. 10. The proposed lift station site. 11. The proposed force main routing and size. 12. Delineation of the one hundred year flood plain and Environmentally Sensitive Areas (ESAs). 13. Location and size of the existing collection system at the tie-in point. 14. Contour lines (2-foot intervals). 15. Property lines. B. The written report shall include the following information: 1. The general narrative about the proposed development and the circumstances that warrant a lift station. 2. Influent hydraulic calculations showing: a. Area in acres of the sewer basin and the development. b. The area of each proposed land use for the development and for the projected land use(s) for the basin. c. The design flow for the basin and the development. d. The maximum flow for the basin and the development. e. Elevation of the proposed lift station site. f. The elevation of the proposed discharge point of the force main. 3. Preliminary wet well volume calculations. 4. Preliminary force main size. 47 Section 4 Water and Wastewater Criteria Manual 5. Cost estimates for proposed lift station(s) and force main(s), and cost estimates for a gravity line in lieu of the lift station if possible. 6. Ground water levels in proposed site areas. 4.20.2 Site Layout A. Station Siting. The following are the minimum criteria for station sites. 1. The station shall be protected from the 100-year flood and shall be accessible during a 25-year flood. 2. The station should be located as remotely as possible from populated areas. The station shall be a minimum of 200 ft. from a residential or commercial building. If the lift station is placed closer than 200 ft., the entire station site shall be completely enclosed with an eight (8) ft. high, opaque concrete or masonry wall, and opaque gate, of an architectural style and colors blending with the development architecture, and an approved odor control system provided. 3. The station site and its access shall be dedicated to the City. 4. The station site shall be located so it may serve as much of the entire sewer basin as possible. This may require the station to be located off-site of the development. When it is required the station serve a larger area than the proposed development, the developer may enter into a pro-rata contract with the City to be reimbursed the cost of excess capacity as other developments tie to the system. B. Wet Well/Dry Well Arrangement 1. Orientation shall consider the routing of incoming sewers and force main. 2. Orientation shall allow a two-ton vehicle to directly access the wet well or the dry well, forwards and backwards. 3. Wet wells and dry wells shall be separated by at least a water and gas tight wall with separate entrances. 4. Wet wells shall have sloped bottoms to avoid excess sludge deposits. 5. The wet well shall have a lockable aluminum door with an aluminum frame. The minimum opening size shall be 4’ x 6’ with two doors large enough to adequately maintain the wet well. Door and frame shall be Bilco Type K, KD or an approved equal. 6. The dry well or valve vault shall have a lockable aluminum door with an aluminum frame. The minimum opening size shall be 2’x 3’ or large enough to adequately maintain the dry well or meter vault. Door and frame shall be Bilco Type K, KD or an approved equal. 7. The wet well, dry well, valve vault and meter vault shall be cast in place concrete or pre-cast with watertight joint meeting ASTMC478-90. Steel, fiberglass, HDPE and RCP are not acceptable materials. The tops may be pre- 48 Section 4 Water and Wastewater Criteria Manual cast with the doors built-in. The coating for the wet well exterior and interior walls shall be as specified in 4.20.2.C and D below, respectively. 8. The wet well shall be hydrostatically tested to the top of the wet well for 48- hours prior to placing the lift station into service. Only losses due to evaporation will be acceptable. 9. Provisions shall be made to remove water from the dry well, valve vault or meter vault without allowing gas or water from the wet well into these structures. C. Exterior Walls (below grade, to be backfilled) Table 4.20-1 Surface Preparation Coating System Tnemec Series 46H-413 Polyamide Epoxy - Coal Tar Clean and Dry 8 - 10 mils in two coats for a total of 16.0 to 20.0 dry mils D. Interior Walls (Thick Film System) Table 4.20-2 Coating System Surface Preparation PrimerFinish Tnemec Series 218 Tnemec Series 436 Brush-off Blast MortarcladPerma-Shield Cleaning 0.25 in. 100 - 125 dry mils In addition to this coating system, the lining products listed in Drawing S101 of the City Wastewater Standard Details are acceptable. E. Site Access 1. Access will be provided by an all-weather surface of flex-base or better from a public street to the station site. 2. Access shall be functional during a 25-year flood. The road surface shall be above the water level caused by a 25-year return period storm. 3. If the station is greater than 100 feet from a public street, a hammerhead type turn-around to accommodate a Single Unit (SU) type vehicle shall be provided on the station site. 49 Section 4 Water and Wastewater Criteria Manual F. Fencing Fence shall be seven (7) feet above grade, using six (6) feet high chain link fabric surmounted by three strands of barbed wire. G. Electrical and Instrumentation Panels Panels shall generally be located where they do not obstruct vehicle access to the wet well or the dry well. The panels shall be place at an elevation to be easily accessible. H. Site inside the fence shall be an all-weather surface, such as ¾ in. crushed rock or flex-base. I. Passive ventilation shall be screened to prevent insect access to the wet well. Minimum air vent shall be 4-inch diameter. Vent outlet shall be at least 1 foot above the 100-year flood elevation. 4.20.3 Hydraulic Design A. Influent Flow The preliminary design report shall include the design flow and the maximum flow for the development and the sewer basin. The design flow shall be calculated in accordance with TCEQ rules. Refer to Section 4.2 Estimated Wastewater Flows herein for maximum low calculations. B. Pump Capacity 1. Definition Firm pumping capacity is the pumping capacity of the station with the largest pump out of service. 2. The firm pumping capacity shall be greater than the maximum flow for the entire sewer basin. If the sewer basin is significantly larger than the proposed development and it is not feasible to design for this flow, the firm pumping capacity may be designed to handle a portion of the basin with approval from the Director of Wastewater Utilities. 3. The pump curves shall be selected so the pumps will run near the best efficiency point during normal operating conditions. The selected curves shall also be such that the pumps do not approach shut-off head when they are running simultaneously. System head curves, pump curves and head calculations shall be submitted. Calculations and pump curves at both minimum (all pumps off) and maximum (last normal operating pump on) static heads, for a C value of both 100 and 140, must be provided for each pump and for the combination of pumps with modified pump curves. 50 Section 4 Water and Wastewater Criteria Manual C. Wet Well Volume 1. Wet well volume for a submersible pump station is the volume contained above the top of the motor, or as specified by the pump manufacturer. 2. Wet well volume for all other non-submersible pump stations is the volume contained in an area from a minimum of two (2) feet above or distance at which vortexing does not occur above the top of the intake of the pump. 3. High level alarm elevation shall be a minimum of 48 inches below the top of the wet well or 48 inches below the flow line elevation of the lowest influent pipe, whichever elevation is lower. Wet well volume shall be calculated by the following method: T = V V . + D-Q Q Where: T = Total time between successive pump starts in minutes (operating cycle) D = Rated pump capacity in GPM V = Storage volume between lead pump on and pump off elevations in gallons Q = Inflow to wet well in GPM The operation cycle ‘T’ shall not be less than 10 minutes for Average Flow and not more than 60 minutes for Minimum Flow conditions. 4. Per TCEQ Rules, 30 TAC § 217.63: (g) Systems for preventing the discharge of wastewater must operate for a duration at least equal to the longest power outage on record for the past 60 months, or at least 20 minutes, whichever is longer. The design must be based on peak flows, inflow, and infiltration. If the longest power outage on record for the past 60 consecutive months is greater than 48 hours and generators will be used to provide backup power, then the owner must have a contract in place that guarantees fuel supply during an emergency. The owner must also have sufficient storage capacity at the wastewater treatment facility for the fuel for the duration of the emergency. (h) For calculation purposes, the owner must assume that the lift station wet well is full to the pump activation level when the power outage period begins. D. Force Main Capacity Force main capacity shall be sized to meet the capacity of the entire sewer basin. The force main may be designed to handle a portion of the basin with approval from the Director of Wastewater Utilities. The minimum force main size shall be four (4) inches in diameter, except for Grinder Pump lift stations. The minimum 51 Section 4 Water and Wastewater Criteria Manual recommended velocity is 3 feet per second (3 fps), and the velocity shall not be less than 2 feet per second (2 fps) when only the smallest pump is in operation. 4.20.4 Pumps Acceptable pumps are listed in the City of Denton Approved Products and Materials List. 4.20.5 Mechanical A. Force Main 1. Force mains 6-inches through 12-inches shall be polyvinyl chloride (PVC) meeting AWWA C-900 with a minimum working pressure of 150 psi and a minimum thickness of DR 18. Pipe larger than 12-inch diameter shall meet AWWA C-905 and minimum thickness of DR 18, 235 psi pressure class. Force mains smaller than 6-inches may be approved with proper design justification, by the Director of Wastewater Utilities. 2. All fittings shall be ductile iron meeting AWWA C-110 or C-153. Interior of the pipe and fittings shall be lined with American Polybond Plus, which consists of a primer layer of 5 mils thick fusion bonded epoxy and 55 mils thick of modified DuPont Fusabond Polyethylene, or approved equal. 3. Force mains shall be laid to Denton Standard Construction Specifications for potable waterline. 4. Plans shall include plan and profile for the force main. 5. All force main contractors shall furnish and install non-metallic pipe detection tape. The pipe tape shall be green, 6-inch wide, 4 mils thick with 1-inch black continuous lettering “Caution Sewer Line Buried Below.” The pipe tape shall be terra tape, extra stretch, or approved equal, and shall be installed on top of the sewer pipe embedment along the centerline of the pipe line. B. Lift Station Interior Piping 1. Piping inside the lift station shall be ductile iron meeting AWWA C-150 and C- 151. All fittings shall be ductile iron meeting AWWA C-110 or C-150. Interior of the pipe and fittings shall be lined with American Polybond Plus, which consists of a primer layer of 5 mils thick fusion bonded epoxy and 55 mils thick of modified DuPont Fusabond Polyethylene, or approved equal. 2. All nut and bolt assemblies inside the wet well shall be ASTM 316 stainless steel, unless otherwise allowed. C. Isolation Valves 1. Each pump shall have one isolation valve downstream of the pump. 2. Isolation valves shall be resilient seat gate valves or plug valves meeting the City of Denton Standard Construction Specification. 52 Section 4 Water and Wastewater Criteria Manual 3. Isolation valves shall not be located inside the wet well. They shall be located in the building for self-priming stations and in a separate vault for submersible stations. D. Check Valves 1. Check valves shall be controlled closing swing check valves with a lever arm or a ball check. There must be at least 15 feet of vertical head downstream in order to use a ball check valve. 2. A check valve shall be located upstream of the isolation valve. 3. If the station is submersible, then a check valve shall be located with the isolation valve in a separate vault. For self-priming stations, a check valve shall be located in the building. Under no circumstance shall the check valve be allowed in the wet well. 4. All external nuts and bolts shall be stainless steel. E. Air Release/Vacuum Valves 1. Air release valves of a type suitable for wastewater service shall be installed along the force main where the force main would be prone to trapped air. 2. The type of valve shall be air release or a combination of air release and vacuum breaker (see Drawing S803 on Sheet 6 of the City Standard Details). The design engineer shall determine the type and location, subject to approval of the Director of Wastewater Utilities. 3. Calculations for valve type and valve sizing shall be provided to the City. 4. Locations of the air release/vacuum valves shall be shown on the plan and profile sheets for the force main. 5. Isolation valves for 3 inches and smaller air release valves shall be all bronze or brass. Isolation valves 4 inches and larger shall meet City of Denton Standard Construction Specification for resilient seat gate valve. 6. Air release valves shall be fitted with blow off valves, quick disconnect coupling and hose to permit back flushing after installation without dismantling the valve. 7. Air release valves must be located in a vault as shown in Standard Details. 4.20.6 Electrical, Instrumentation and Supervisory Control and Data Acquisition (SCADA) Requirements Due to rapid advances in technology and equipment in this area, contact the Director of Wastewater Utilities for the latest requirements. 53 Section 4 Water and Wastewater Criteria Manual 4.21 Low Pressure Collection Systems Low pressure collection systems may be allowed with specific approval by the Director of Wastewater Utilities. 4.22 On-Site Sewage Facilities 4.22.1 General Planning, design and operation of on-site sewage facilities within the City of Denton must comply with the current Texas Administrative Code (TAC) Title 30, Part 1 TCEQ Rules, Ch. 285 for On-Site Sewage Facilities, as amended by the City of Denton. The property owner proposing to use an on-site sewage facility shall comply with the criteria listed in this Section, and Sections 35.11 and 35.12 of the City of Denton Development Code. 4.22.2 Permits Required Any owner of a residential, commercial or institutional building who utilizes an on-site sewage facility is required to secure a permit from the City of Denton to construct, alter, repair or extend an on-site sewage facility regardless of the size of the lot or tract of land. Contact the Environmental Services Division at the Pecan Creek Water Reclamation Plant for details on permit fees and maintenance requirements. 4.22.3 Site Evaluations A professional engineer or a professional sanitarian, licensed by the State of Texas, must perform site evaluations. 4.22.4 Planning Requirements A professional engineer or a professional sanitarian, licensed by the State of Texas, must prepare on-site sewage facility plans. 4.22.5 On-Site Sewage Facility Land Use Requirements Lots or tracts of land where an on-site sewage facility is proposed must have the following minimum area size. A minimum of 1 acre when a public water system serves the tract or lot. A minimum of 2 acres when a private water well is located on the tract or lot. NOTE:Wastewater Drawings have been removed from this update, because they are contained in the City Standard Details. This Manual now references the applicable Standard Detail Sheet for those Drawings. 54 Section 5 Water and Wastewater Criteria Manual Section 5 – Construction Plans 5.1 General Before any public works construction relative to a development may begin, City staff will verify the construction plans have been approved. Construction may not begin until the construction plans have been approved, all fees (including review and inspection fees) have been paid, all necessary agreements and bonds have been provided, and a Pre- Construction Conference has been held by the City. 5.2 Responsibility The project engineer is responsible for the accuracy, completeness, and conformance of the submitted plans to City standards. The purpose of the City review is to ensure conformance to City policies and standards. The City review is limited to facts as presented on the plans submitted. The City has no project engineering design or design review responsibility. The engineer certifying the plans is responsible for the accuracy and completeness of the plan documents. The City reserves the right to require plan corrections to fit actual field conditions, which are found to be contrary to or omitted from the plans. 5.3 Format Construction plans shall be digitally drawn on 24 in. by 36 in. size sheets; with borders of 22 in. x 34 in. so half-size reproduced plans will be to half-scale fitting 11 in. x 17 in. sheets. Each sheet shall be legible when reduced to half-size. 5.4 Plan Requirements Construction Plans must contain, as a minimum, information listed in the following sections before they can be approved: 5.4.1 General North arrow, scale, date and mean sea level elevations of all improvements, based on North America Vertical Datum 1988 (NAVD 88). Only NAVD 88 shall be used for plan elevations; no assumed or NGVD 29 elevations. Plans shall be drawn with a horizontal scale of one (1) inch equals forty (40) feet as a minimum, and appropriate corresponding vertical scale. The plans shall provide a reference to the elevation benchmark or monument used in the development of the plans. Show all crossings of existing and proposed underground utilities. The construction plans shall be signed and sealed by a professional engineer, licensed by the State of Texas, prior to bidding the project for construction. 5.4.2 Water Systems Horizontal alignment of the proposed water system within street rights-of-way and easements, with horizontal control points for location of the rights-of-way and easements and for location of the water system within the rights-of-way and easements. Plan and profile for water mains 12 inches in diameter or larger, showing pipe sizes, material 55 Section 5 Water and Wastewater Criteria Manual and slopes and the location and stationing of valves, fire hydrants, fittings and other appurtenances, with a section showing pipe embedment or a note specifying the appropriate City Standard Detail. Show all service lines up to and including the meter can/vault. Adequate detail of other planned and existing improvements shall be shown to indicate planned crossings of utilities, stormdrains, and stormwater facilities and potential conflict points. 5.4.3 Sanitary Sewer Systems Horizontal alignment of the proposed sanitary sewer system within street rights-of-way and easements, with horizontal control points for location of the rights-of-way and easements and for location of the sanitary sewer system within the rights-of-way and easements. Plan and profile for each sanitary sewer line showing existing and proposed ground level elevation at center line of pipe, pipe size, pipe slope, pipe material, manhole size, manhole rim elevation, flow line elevation and size for each “in” and “out” manhole pipe, and station numbers at 50 ft. intervals, with a section showing pipe embedment or a note specifying the appropriate City Standard Detail. The plan view shall include arrows indicating direction of flow in pipe. Show all service lines to and including the public cleanout. Adequate detail of other planned and existing improvements shall be shown to indicate planned crossings of utilities, stormdrains, and stormwater facilities and potential conflict points. 5.4.4 Grading For situations involving proposed grading over existing water or sanitary sewer systems, provide a grading plan and profile showing the existing and proposed topography in two-foot contours. The grading plan shall consist of contours and spot elevations with water directional arrows to define the flow patterns. 56 Section 6 Water and Wastewater Criteria Manual Section 6 – Rights-of–Way and Easements 6.1 Right-of-Way Requests and Approvals prior to Contract/Work Order Prior to release of any project for construction contract or work order, right-of-way (ROW) must be cleared. This means all highway, railroad, Park Department approvals, easements, releases, agreements, covenants, etc. required for the project must be properly executed. Documents used must be City “approved as to form” documents. All executed documents are to be provided to the appropriate City Office and recorded with the County Clerk’s office (if applicable). 6.2 Within Existing City ROW and Easements When planning to utilize an easement for utility extensions, the design engineer should review the rights provided by that easement to ensure the easement can be used for the planned utility, e.g., some easements may grant permission for an underground water line, but not include permission for placement of wastewater lines. If the project falls entirely within an existing City ROW or water, wastewater or utility easement, the design engineer must request and obtain approval of a Permit to Construct within City ROW from the Public Works Inspection Division. This request must be made on the permit application form available from Public Works Inspection. If the easement is a Denton Municipal Electric (DME) easement, and the design engineer wishes to cross a section of that easement, a letter or permission from DME will be required in addition to an easement from the property owner. 6.3 City Easement and ROW Acquisition For a City project, the design engineer is to involve the Real Estate Division in the project from the planning stage to assist in selecting routings which will alleviate ROW costs to the lowest practical level. Real Estate will perform all ROW acquisition duties required by the project plans and delivery schedule, under the direction of the Project Manager. If easements, rights-of-way or railroad approvals must be acquired for a development project, the development design engineer must submit a request to the Real Estate Division, using the appropriate forms available from Real Estate. Acquisitions can be time consuming; often requiring 6 - 12 months. In the case of an application for a private development, the development design engineer should plan for this activity and duration and submit the appropriate forms and permit applications Real Estate as early as possible. For development projects, the document preparation and acquisition procedures for easements or street rights-of-way are outlined in the following paragraphs: 57 Section 6 Water and Wastewater Criteria Manual A. The design engineer shall provide the Real Estate Division the following documents, so the proper land rights conveyance instruments can be prepared by Real Estate staff, under the direction of the City Attorney: 1. A copy of the current affected landowner’s deed. 2. A written metes and bounds description of the limits of the easement required by the approved design plans, labeled with a conspicuous header titled “EXHIBIT A”, and successive page numbering such as “Page 1 of 3, Page 2 of 3,…,” prepared, signed and sealed by a licensed land surveyor. 3. A survey plat drawing depicting the limits of the easement required by the design plans, labeled with a conspicuous header titled “EXHIBIT B”, and successive sheet numbering such as “Sheet 1 of 3, Sheet 2 of 3, ...,” prepared, signed and sealed by a licensed land surveyor. B. Upon receipt of the documents cited in Paragraph A above, Real Estate will: 1. Perform a cursory review of the documents submitted and coordinate with the appropriate Engineering Development Review Committee engineer(s) to ensure the survey documents submitted conform and match the easement requirements of the approved design plans. 2. Upon an endorsement by development review engineer(s), verify the current landowner by research of public records and prepare the appropriate land rights conveyance instrument(s), as approved to form by the City Attorney, with the respective boundary survey document attachments provided by the development design engineer. 3. Calculate the fee cost necessary to record the given land rights conveyance instrument in the Real Property Records of Denton County, Texas and provide that fee information to the applicant and/or design engineer, along with the final form land rights conveyance instrument packet. C. After receipt of the land rights conveyance instrument form(s) from Real Estate by the developer or design engineer, it is the sole responsibility of the applicant or design engineer to negotiate for and acquire the necessary land rights of the project as evidenced by the notarized execution of the “approved to form” land rights conveyance instrument(s) by the affected landowner. Any monetary consideration, payments, special terms, conditions, inducements, promises and other considerations shall be addressed by separate agreement(s) between the affected landowner and developer; no duties or obligations shall be assigned to the City of Denton, outside of the language provided in the “approved to form” land rights conveyance instrument(s). Real Estate will only accept properly executed and notarized “approved to form” documents. D. After proper execution and notarization, the original executed land rights conveyance instrument(s) shall be delivered to Real Estate for further processing and recordation in the Real Property Records of Denton County, Texas. A check must also be provided, payable to “Denton County Clerk”, in the amount of the recordation fee 58 Section 6 Water and Wastewater Criteria Manual amount previously identified by Real Estate for the document(s). NOTE: THE CHECK FOR THE RECORDATION FEE MUST BE DRAWN ON A BUSINESS ACCOUNT. E. Upon receipt of the conveyance document(s) and recording fee check by Real Estate, a cursory review will be performed and, if all is found to be correct, the instrument will be executed for City acceptance by the Real Estate Manager. Real Estate will then record the documents in the Real Property Records of Denton County, Texas. F. Upon receipt of the recorded land rights conveyance instrument from the Denton County Clerk, Real Estate will provide the applicant or design engineer with a copy of the recorded instrument and a copy of the recordation receipt. 6.4 Non-City ROW Permits and Approvals A. Railroad Permits Railroad permit approvals require considerable time. Therefore, the design engineer should coordinate and submit railroad permit requests to the Real Estate Division as early as possible. In some instances, it may be desirable to perform the railroad crossing under a separate contract or work order. When making a request, the request form shall be accompanied by four (4) sets of prints with the railroad crossing highlighted. Real Estate will notify the design engineer when the railroad permit approval has been received and provide a copy of the approved permit. B. Texas Department of Transportation (TxDOT) Utility Permit Approvals All water and wastewater utility work within TxDOT rights-of-way require TxDOT Utility Permit approval. TxDOT’s requirements and procedures for Utility Permits are included in TxDOT’s “Use of Right-of-Way by Others Manual,” which can be found online at: http://onlinemanuals.txdot.gov/txdotmanuals/use/use.pdf . Development design engineers should coordinate with and submit their TxDOT Utility Permit applications through Engineering Development Review for any City utility work associated with land development. TxDOT requires the utility owner to submit the permit for any utilities within TxDOT ROW. City design engineers will process TxDOT Utility Permits as part of their project work. In addition to the proposed utility construction plans, a traffic control plan must be submitted with the TxDOT Utility Permit application by the design engineer. The traffic control plan must conform to the latest version of the “Texas Manual of Uniform Traffic Control Devices.” C. Denton County Utility Permit Approvals All water and wastewater utility work within Denton County rights-of-way require Denton County Utility Permit approval. Denton County’s requirements and 59 Section 6 Water and Wastewater Criteria Manual procedures for Utility Permits are included in their “Utility Installation Requirements” publication, which can be found online at: https://dentoncounty.com/-/media/Departments/Public-Works- Engineering/Forms/Utility-Installation-Requirements.pdf?la=en A “Utility Installation Permit Request” must be completed and submitted, which can be found online at: https://dentoncounty.com/-/media/Departments/Public-Works- Engineering/Forms/Utility-Installation-Permit-Request.pdf?la=en Design engineers should submit their Denton County Utility Permit applications directly to the Denton County Engineering Division for any City utility work. A copy of the approved Denton County Utility Permit shall be provided to City Public Works Inspection prior to commencing work on the project. D. Private and Non-City Utility Easement Use Approval When a proposed water or wastewater main crosses a non-City utility that has its own easement, a letter of permission or encroachment agreement from the affected utility is required in addition to an easement from the affected property owner. An example of this would be a wastewater main crossing privately held oil or gas pipeline in designated private easement. In those instances, a wastewater easement should be obtained from the underlying property owner for the entire width of the private easement, and a separate letter of permission or encroachment agreement obtained from the non-City utility owner for the area of the wastewater main crossing easement. 60 Section 7 Water and Wastewater Criteria Manual Section 7 – Addenda, Plan Revisions and Change Orders 7.1 General This section provides direction to the design engineer to ensure plan modifications are properly incorporated into the project. Occasionally, after the design engineer has submitted and received approval of the final plans and specifications and bid advertising has begun or a work order has been initiated, the design must be altered due to receipt of additional information requiring a design modification. The importance of the time factor for performing any required modification cannot be over-emphasized. The design engineer must make the modifications quickly and coordinate those changes with the appropriate parties (the approving and bidding authorities). 7.1.1 Development Projects The development design engineer must submit any proposed design changes to Engineering Development Review for review and approval as soon as practically possible. 7.1.2 City Projects The City’s design engineer is not to attempt to contact contractors at any time concerning addenda, plan revisions or change orders. All contact must be through Capital Projects Engineering for issuance of addenda prior to bid opening or through Public Works Inspection for plan revisions and change orders after bid award. 7.2 Addenda An addendum is required when there is a change in plans or specifications during advertisement, but prior to the receipt of bids. The change may be initiated by the design engineer or by an external party. 7.2.1 Development Projects After the development design engineer has received approval from Engineering Development Review for a design change, the design engineer is responsible for preparing and issuing the appropriate addendum to the affected parties. 7.2.2 City Projects After the City’s design engineer has identified the required design changes, he is responsible for immediately notifying the City’s Project Manager. After approval of the design changes by the Project Manager and consultation with the Purchasing Department to determine if the advertising schedule permits an addendum, the required changes in plans and specifications and resulting addendum must be prepared quickly by the design engineer. All revisions by addendum must be submitted by Capital Projects Engineering to Purchasing no later than 10 calendar days prior to the bid opening date in order to allow Purchasing to adequately notify all plan holders of any contract modifications prior to receipt of bids. 61 Section 7 Water and Wastewater Criteria Manual 7.3 Plan Revisions A plan revision is a modification in design after award of the contract. A plan revision is usually a minor change in alignment horizontally or vertically where little or no quantity change or additional bid item is involved. This type of modification may also be initiated by the design engineer or by an external party, during construction of the project. Timely modifications and communications must also be made in this situation to ensure construction is not delayed. 7.4 Change Orders A change order is required when there is a modification in the plans or specifications that involves a quantity change, an additional bid item not previously bid by the contractor, or any other change which involves a change (increase or decrease) in the contract dollar amount or time. 7.4.1 Development Projects After approval of the design changes by Engineering Development Review, change orders will be handled by the development design engineer, with appropriate notification to Engineering Development Review and Public Works Inspection. Change orders increasing the cost of public infrastructure items require an increase in the maintenance bond and may require an increase in the performance and payment bonds. The increase in costs will also require additional City inspection fees. 7.4.2 City Projects All change order negotiations will be conducted by Capital Projects Engineering. Change orders totaling $50,000.00 or less may be approved by “Administrative Action” and do not require City Council approval. Change orders greater than $50,000 over the original contract dollar amount require Public Utilities Board (PUB) approval recommendation (in the case of utilities) and City Council approval. In all cases, a change order increase cannot exceed 25% of the original contract award amount. Change order decreases that exceed 25% of the original contract award amount must have the consent of the contractor and require Administrative, or PUB and Council approval. Additionally, the design engineer is responsible for providing written justification and notification to Capital Projects Engineering on all ongoing change orders. 7.5 Method of Plan Modification The design engineer is responsible for making all required modifications to the plans. Several changes may be made under a single addendum, plan revision, or change order. Regardless of which type of change is being implemented, each plan modification made as a “group” under these processes is to be designated with a number within a triangle, and this designation is to be placed by each note, or other item being changed. Subsequent modifications to the design should be designated sequentially, e.g., 1, 2, 3, etc. The original design is not to be erased; it must be crossed out or otherwise indicated as void. 62 Section 7 Water and Wastewater Criteria Manual The design engineer is to furnish Public Works Inspection with at least six (6) sets of prints of the modified plan sheets. More prints may be required if an addendum is being processed. Public Works Inspection will determine the exact number of prints required of the design engineer. 7.6 Distribution of Modified Plans or Specifications for City Projects The Capital Projects Engineering Division is responsible for distributing the modified plans or specifications to all affected parties and initiating City Council agenda items, if required. 63 Section 7 Water and Wastewater Criteria Manual Page Left Intentionally Blank 64 Section 8 Water and Wastewater Criteria Manual Section 8 – Submittals 8.1 General If a specialized project requires unique construction methods or materials, control of the quality of those methods or materials must be assured. A contractor has a multitude of options that can be employed on any project and still fall within the guidelines outlined in the specifications of that project, yet the end result may not be exactly what the design engineer desired. Some control of the quality methods or materials can be obtained by requiring the contractor to furnish submittals for approval by the design engineer prior to construction. 8.2 Material and Shop Drawing Submittals A material submittal is a proposal by a manufacturer through the contractor to the City of Denton Public Works Inspection Division for an item or material or an approved equal to the item or material that is acceptable to the City of Denton and that has been specified by the design engineer. A shop drawing is a drawing, diagram, schedule or other data specially prepared by the contractor or subcontractor, manufacturer, supplier or distributor to illustrate some portion of the work. A shop drawing may be required of a contractor when specific construction phases, methods or procedures require analysis to determine their conformance to approved performance, quality or safety, e.g., Trench Safety, a structural fabrication or assembly, or mechanical and electrical/electronic assemblages. Submittals on specific items usually consist of the manufacturer’s technical specifications which state materials, components, performance tests as noted by an approved laboratory, dimensions, finishes, and limitations or operational ranges of items. Submittals on specialized construction methods should state steps, procedures and construction sequences that the contractor proposes to follow. These items can be submitted as “catalog cut sheets”, letters of certification by the manufacturer or notarized letters by the contractor. These items can be submitted for review either as a package or separately. One (1) set of submittals (preferably in digital format) is required of the contractor. All submittals are to be submitted to Public Works Inspection prior to review by the design engineer for City construction contracts. For development contracts, the submittals are to be provided to the development design engineer for review, who is to submit the approved submittals to Public Works Inspection for review and final approval by the City. Two submittals, accompanied by a City transmittal letter, are to be returned to the contractor through Public Works Inspection. 8.3 Standards for Pipe Pipe and related fittings should conform to or have a designation of certification by the American Water Works Association (AWWA) or the American National Standards Institute (ANSI). Other materials should conform to American Society for Testing and Materials (ASTM). 65 Section 8 Water and Wastewater Criteria Manual 8.4 Submittal Review The design engineer shall review the materials submittals, within 3 working days, for conformance to the item specified, including kind, type, size, operational limits, component materials, etc., and submit the approved materials listing to Public Works Inspection, who will also review the materials submittals and carefully check for conformance to the City of Denton Approved Materials Listing, City of Denton Construction Standards, and the contract plans and specifications. After review and approval, within 3 working days, by the development design engineer, Engineering Development Review will review and approve shop drawings for development projects. For City construction projects, the design engineer will review and approve shop drawings, within 3 working days, and submit the approved drawings to the appropriate Project Manager and Public Works Inspector. 8.5 Nonconformance of Submittal After review, if the submittal does not conform, the appropriate reviewing authority will stamp the submittal accordingly and return them to the design engineer and contractor, with a letter stating which item(s) were not acceptable and why. 8.6 Submittal Acceptable with Minor Exceptions If the submittal is acceptable with minor exceptions, the plans are to be stamped accordingly and the minor exceptions noted in the submittal. A letter from the appropriate reviewing party stating the minor exceptions will accompany the return of the submittal to the contractor. 8.7 Acceptable Submittal If the submittal is acceptable without exception, the plans are to be stamped accordingly, and a letter by the appropriate reviewing authority stating the acceptance will be returned to the contractor with the submittal. 8.8 Submittal Records The design engineer and Public Works Inspector are to maintain a “Submittal Log” and keep copies of all submittals whether approved or disapproved in the project file. 66